exv10w2



 





Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is made and entered into as of
September 26, 2007, among Marshall Edwards, Inc., a Delaware corporation (the “Company”),
and Blue Trading, LLC ( “Blue Trading”).




          WHEREAS, the Company has entered into a Registration Rights Agreement with certain purchasers
(the “Purchasers”) of shares of Common Stock (as defined below) and Warrants (as defined
below), dated as of August 6, 2007 (the “Purchaser Registration Rights Agreement”),
pursuant to a Securities Subscription Agreement, dated as of August 1, 2007 (the “Purchase
Agreement”), among the Company and the Purchasers; and




          WHEREAS, the Company has agreed to provide to Blue Trading certain piggyback registration
rights as provided herein.




          NOW, THEREFORE, the Company and Blue Trading hereby agree as follows:




     1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:




     “Advice” shall have the meaning set forth in Section 7(c).




     “Common Stock” means the common stock of the Company, par value $0.00000002,
and any other class of securities into which such shares may hereafter have been
reclassified or changed.




     “Holder” or “Holders” means the holder or holders, as the case may be,
from time to time of Registrable Securities.




     “Indemnified Party” shall have the meaning set forth in Section 6(c).




     “Indemnifying Party” shall have the meaning set forth in Section 6(c).




     “Losses” shall have the meaning set forth in Section 6(a).




     “Permitted Shares” means, in connection with the Purchaser Registration
Statement, that number of (i) Shares, (ii) Warrant Shares and (iii) Common Stock issued or
issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing that the Commission permits the Company to register for
resale.




     “Proceeding” means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened.




     “Prospectus” means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that includes any information previously



 









 







omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.




     “Purchaser Registration Statement” means the registration statement required to
be filed under the Purchaser Registration Rights Agreement, including the Prospectus,
amendments and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.




     “Registrable Securities” means, (i) with respect to the Purchaser Registration
Statement, all of the Permitted Shares until, in the case of any such security, (A) the
earliest of (1) its effective registration under the Securities Act and resale in accordance
with the Registration Statement covering it, (2) expiration of the holding period that would
be applicable thereto under Rule 144(k) to a sale by a non-Affiliate of the Company or (3)
its sale to the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, and (B) as a result of the event or circumstance
described in any of the foregoing clauses (A)(1) through (3), the legend with respect to
transfer restrictions therein is removed or removable in accordance with the terms of such
legend, and (ii) with respect to any other Registration Statement, all of the Warrant Shares
and Common Stock issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing held by Blue Trading or,
with respect to any other Holder, all of the Common Stock, Common Stock issued and issuable
upon exercise or exchange of any warrant or other convertible security and Common Stock
issued or issuable upon any stock split, dividend or other distribution, recapitalization or
similar event with respect to the foregoing held by such other Holder until, in the case of
any such security, (A) the earliest of (1) its effective registration under the Securities
Act and resale in accordance with the Registration Statement covering it, (2) expiration of
the holding period that would be applicable thereto under Rule 144(k) to a sale by a
non-Affiliate of the Company or (3) its sale to the public pursuant to Rule 144 (or any
similar provision then in force, but not Rule 144A) under the Securities Act, and (B) as a
result of the event or circumstance described in any of the foregoing clauses (A)(1) through
(3), the legend with respect to transfer restrictions therein is removed or removable in
accordance with the terms of such legend.




     “Registration Statement” means any registration statement (including the
Purchaser Registration Statement) filed by the Company with the Commission, including the
Prospectus, amendments and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration
statement.




     “Rule 415” means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or



2









 







regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.




     “Rule 424” means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.




     “Selling Security Holder Questionnaire” shall mean the Questionnaire attached
to this form as Annex B.




     “Shares” shall mean the Common Stock issued pursuant to the Purchase Agreement.




     “Warrants” shall mean the warrants to purchase Common Stock issued pursuant to
the Purchase Agreement or to Blue Trading.




     “Warrant Shares” shall mean the Common Stock issuable upon exercise of the
Warrants.



     2. Piggyback Registration.




     (a) Piggy-Back Registrations. If the Company shall determine to prepare and
file with the Commission a Registration Statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their
then equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with the
stock option or other employee benefit plans (a “Piggyback Registration”), then the
Company shall send to Blue Trading a written notice of such determination and, if within
fifteen days after the date of such notice, Blue Trading shall so request in writing, the
Company shall include in such Registration Statement all or any part of such Registrable
Securities that Blue Trading requests to be registered; provided, however,
that, the Company shall not be required to register any Registrable Securities pursuant to
this Section 2(a) that are eligible for resale pursuant to Rule 144(k) promulgated under the
Securities Act or that are the subject of a then effective Registration Statement.




     (b) Priority – Purchaser Registration Statement. In connection with the
Purchaser Registration Statement, if the Commission does not permit the registration of some
or all (i) Shares, (ii) Warrant Shares or (iii) Common Stock issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event with respect
to the foregoing, the Permitted Shares shall include, and the Company shall cover in the
Purchaser Registration Statement, securities in the following order: (x) first, such
amount of Shares as the Commission shall permit, with the Holders thereof participating in
such registration on a pro rata basis in accordance with the percentage of Shares purchased
by each such Holder pursuant to the Purchase Agreement; and (y) second, such amount
of Warrant Shares as the Commission shall permit, with the Holders thereof participating in
such registration on a pro rata basis in accordance with the percentage of



3









 







Warrants issued to Blue Trading and to each such other Holder pursuant to the Purchase
Agreement.




     (c) Priority – Other Registration Statement(s). In connection with any other
Registration Statement (other than the Purchaser Registration Statement),




     (i) Priority on Primary Registrations. If a Piggyback Registration is
an underwritten, primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that, in their opinion, the number of
securities requested to be included in such registration are such that the success
of the offering would be materially and adversely affected, the Company shall
include any securities the Company is so advised can be sold in such Piggyback
Registration in the following order: (a) first, the securities which the
Company proposes to sell; (b) second, the Registrable Securities requested
to be included in such registration by Blue Trading and any other Holder with
piggyback registration rights, provided, that if the managing underwriters
determine in good faith that a lower number of Registrable Securities should be
included than those requested to be included pursuant to (b), then the Company shall
be required to include in such registration only that lower number of Registrable
Securities, and such Holders entitled to participate shall participate in such
registration on a pro rata basis in accordance with the number of Registrable
Securities requested to be included in such registration by each such Holder; and
(c) third, any other securities proposed to be included in such Piggyback
Registration.




     (ii) Priority on Secondary Registrations. If a Piggyback Registration
is an underwritten, secondary registration on behalf of holders of the Company’s
Common Stock, and the managing underwriters advise the Company in writing that, in
their opinion, the number of securities requested to be included in such
registration exceeds the number which the Company is advised can be sold in such
offering, the Company shall include in such registration (a) first, the
securities which such holders proposed to sell; and (b) second, the
Registrable Securities requested to be included in such registration by Blue Trading
and any other Holder with piggyback registration rights, provided, that if
the managing underwriters determine in good faith that a lower number of Registrable
Securities should be included than those requested to be included pursuant to (b),
then the Company shall be required to include in such registration only that lower
number of Registrable Securities, and such Holders entitled to participate shall
participate in such registration on a pro rata basis in accordance with the number
of Registrable Securities requested to be included in such registration by each such
Holder.




     (d) Blue Trading agrees to furnish to the Company a completed Selling Security Holder
Questionnaire simultaneously with the execution of this Agreement.



4









 





     3. Registration Procedures.



          In connection with the Company’s registration obligations hereunder, the Company shall:





     (a) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the Commission with respect to
the Registration Statement or any amendment thereto; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by the Registration Statement during the
applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in the Registration Statement as so
amended or in such Prospectus as so supplemented.




     (b) Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (ii) through (v) hereof, be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made) as promptly as reasonably
possible and (if requested by any such Person) confirm such notice in writing no later than
one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is filed; and (B) with respect to the
Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for additional
information; (iii) of the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of any
Proceedings for that purpose; (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that
makes the financial statements included in the Registration Statement ineligible for
inclusion therein or any statement made in the Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to the Registration Statement, Prospectus or
other documents so that, in the case of the Registration Statement or the Prospectus, as the
case may be, it will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided
that any and all of such information provided pursuant to clause (v) above shall remain
confidential to each Holder until such information otherwise becomes public, unless



5









 







disclosure by a Holder is required by law; provide, further,
notwithstanding each Holder’s agreement to keep such information confidential, the Holders
make no acknowledgement that any such information is material, non-public information.




     (c) Use its commercially reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of the
Registration Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, at the
earliest practicable moment.




     (d) Furnish to each Holder, upon written request of such Holder, without charge, at
least one conformed copy of the Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated
therein by reference to the extent requested by such Person, and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated by
reference).




     (e) Promptly deliver to each Holder, upon written request of such Holder, without
charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus)
and each amendment or supplement thereto as such Persons may reasonably request in
connection with resales by the Holder of Registrable Securities. Subject to the terms of
this Agreement, the Company hereby consents to the use of such Prospectus and each amendment
or supplement thereto by each of the selling Holders in connection with the offering and
sale of the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto, except after the giving of any notice pursuant to Section 3(b).




     (f) Prior to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the Registration or
qualification) of such Registrable Securities for the resale by the Holder under the
securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective and to do any and all other acts or things reasonably necessary to
enable the disposition in such jurisdictions of the Registrable Securities covered by each
Registration Statement; provided that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a
general consent to service of process in any such jurisdiction.




     (g) If requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to the Registration Statement, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any
such Holders may request.



6









 






     (h) Upon the occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible under the circumstances taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its shareholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, neither the Registration Statement nor
such Prospectus will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Company
notifies the Holders in accordance with clauses (ii) through (v) of Section 3(b) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus have been
made, then the Holders shall suspend use of such Prospectus. The Company will use its
commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed
as promptly as is practicable. The Company will use its commercially reasonable best
efforts to ensure that the use of the Prospectus may be resumed as promptly as is
practicable. The Company shall be entitled to exercise its right under this Section 3(h) to
suspend the availability of the Registration Statement and Prospectus for a period not to
exceed 90 days (which need not be consecutive days) in any 365 day period.




     (i) Comply with all applicable rules and regulations of the Commission and the Trading
Market.




     (j) The Company may require each selling Holder to furnish to the Company (i) a
certified statement as to the number of shares of Common Stock beneficially owned by such
Holder, (ii) if required by the Commission, the person thereof that has voting and
dispositive control over the Shares and (iii) any further information required by the
Commission. During any periods that the Company is unable to meet its obligations hereunder
with respect to the registration of the Registrable Securities solely because any Holder
fails to furnish such information within three Trading Days of the Company’s request, any
Liquidated Damages that are accruing at such time as to such Holder only shall be tolled and
any Registration Default that may otherwise occur solely because of such delay shall be
suspended as to such Holder only, until such information is delivered to the Company.



     4. Blue Trading’s Obligations. Blue Trading agrees, by acquisition of the Registrable
Securities, that it shall be not be entitled to sell any of such Registrable Securities pursuant to
the Registration Statement or to receive the Prospectus relating thereto, unless it has previously
furnished the Company at least five Trading Days prior to its proposed sale with a Selling Security
Holder Questionnaire as required by Section 2(c) (including the information required to be included
in such Selling Security Holder Questionnaire). Any sale of any Registrable Securities by Blue
Trading shall constitute a representation and warranty by it that the information relating to it
and its plan of distribution is as set forth in the Prospectus delivered by it in connection with
such disposition, that such Prospectus does not as of the time of such sale contain any untrue
statement of material fact provided by it and that the Prospectus does not as of the time of such
sale omit to state any material fact relating to or provided by it necessary to



7









 







make the statements in the Prospectus, in light of the circumstances in which they are made,
not misleading.



     5. Registration Expenses. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect to filings required
to be made with the Trading Market on which the Common Stock are then listed for trading and (B) in
compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in
writing (including, without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders); (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of printing
prospectuses for a Holder if the printing of prospectuses is reasonably requested by such Holder);
(iii) messenger, telephone and delivery expenses related to the Company’s obligations hereunder;
(iv) fees and disbursements of counsel for the Company; (v) Securities Act liability insurance, if
the Company so desires such insurance; and (vi) fees and expenses of all other Persons retained by
the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities exchange as required
hereunder, including all fees and expenses of the depositary. In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent provided for in the
Transaction Documents including Section 5.1 of the Purchase Agreement, any legal fees or other
costs of the Holders.



     6. Indemnification.




     (a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless Blue Trading, the officers,
directors, members, partners, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to perform under
a margin call of Ordinary Shares), investment advisors and employees of Blue Trading, each
Person who controls Blue Trading (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and
employees of each such controlling Person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, judgments, fines,
penalties, charges, costs (including, without limitation, reasonable attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, arising out of or relating to (i)
any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated



8









 







therein or necessary to make the statements therein (in the case of any Prospectus or
form of prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading, except to the extent, but only to the extent, that (a) such
untrue statements or omissions are based solely upon information regarding Blue Trading
furnished in writing to the Company by Blue Trading expressly for use therein, or to the
extent that such information relates to Blue Trading or Blue Trading’s proposed method of
distribution of Registrable Securities as set forth in Annex A hereto or any changes
to Annex A hereto that are expressly approved in writing by Blue Trading expressly
for, use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (b) in the case of an occurrence of an event of the type
specified in Section 3(b)(ii)-(v), the use by Blue Trading of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the Prospectus is
outdated or defective and prior to the receipt by Blue Trading of the Advice contemplated in
Section 7(c); (ii) any violation by the Company of the Securities Act, or any other law,
including, without limitation, any state securities laws, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to the
Registration Statement; or (iii) any material violation of this Agreement by the Company,
its agents or representatives. The Company shall notify Blue Trading promptly of the
institution, threat or assertion of any Proceeding arising from or in connection with the
transactions contemplated by this Agreement of which the Company is aware.




     (b) Indemnification by Blue Trading. Blue Trading shall, notwithstanding any
termination of this Agreement, severally and not jointly, indemnify and hold harmless the
Company, its directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses as to the extent arising
solely out of or based solely upon (i) Blue Trading’s failure to comply with the prospectus
delivery requirements of the Securities Act; or (ii) upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any Prospectus, or any
form of prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not
misleading to the extent that (1) such untrue statements or omissions are based solely upon
information regarding Blue Trading furnished in writing to the Company by Blue Trading
expressly for use therein, or to the extent that such information relates to Blue Trading or
Blue Trading’s proposed method of distribution of Registrable Securities as set forth in
Annex A hereto or any changes to Annex A hereto that are expressly approved
in writing by Blue Trading expressly for use in the Registration Statement, such Prospectus
or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of
an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by Blue
Trading of an outdated or defective Prospectus after the Company has notified Blue Trading
in writing that the Prospectus is outdated or defective and prior to the receipt by Blue
Trading of the Advice contemplated in Section 7(c). In no event shall the liability of Blue
Trading hereunder be greater in amount than the dollar amount of the net proceeds received
by Blue Trading upon the



9









 







sale of the Registrable Securities covered by such Registration Statement giving rise
to such indemnification obligation.




     (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have
the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have prejudiced the Indemnifying Party.




     An Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding; (3) the
Indemnifying Party shall have failed promptly to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (4) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall reasonably believe that a material
conflict of interest is likely to exist if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the reasonable fees and expenses of one separate counsel
shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be
liable for any settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending Proceeding in
respect of which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.




     The Indemnified Party shall promptly reimburse the Indemnifying Party for that portion
of such fees and expenses applicable to such actions for which such Indemnified Party is not
entitled to indemnification hereunder, determined based upon the relative faults of the
parties.




     (d) Contribution. If the indemnification under Section 6(a) or 6(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant



10









 







equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in Section 6(c), any
reasonable attorneys’ or other reasonable fees or expenses incurred by such party in
connection with any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was available to such
party in accordance with its terms.




     The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 6(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess of the amount
by which the proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, except in the case of fraud by such Holder.




     The indemnity and contribution agreements contained in this Section are in addition to
any liability that the Indemnifying Parties may have to the Indemnified Parties.



     7. Miscellaneous.




     (a) Remedies. In the event of a breach by the Company or by Blue Trading, of
any of their obligations under this Agreement, Blue Trading or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific performance of its
rights under this Agreement and the Company and Blue Trading agree that monetary damages
would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of
any action for specific performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate




     (b) Compliance. Blue Trading covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to the Registration Statement.




     (c) Discontinued Disposition. Blue Trading agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(b)(ii) through Section 3(c)(v), Blue



11









 







Trading will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until Blue Trading’s receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement or until it is advised in writing (the
“Advice”) by the Company that the use of the applicable Prospectus may be resumed,
and, in either case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or Registration
Statement. The Company will use its commercially reasonable best efforts to ensure that the
use of the Prospectus may be resumed as promptly as it practicable.




     (d) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the same shall be
in writing and signed by the Company and Blue Trading.




     (e) Notices. Except as otherwise expressly specified herein, all notices,
requests and other communications required or permitted hereunder shall be in writing and
shall be sent by an internationally recognized overnight courier service; by certified or
registered mail, return receipt requested (or, in the case of a notice sent to an address in
Australia, by international express mail, return receipt requested); by facsimile
transmission, by e-mail or by hand delivery.



	 	 	 	 	 
	 

	 	if to the Company:
	 	Marshall Edwards, Inc.
	 

	 	 	 	140 Wicks Road,
	 

	 	 	 	North Ryde, NSW, 2113
	 

	 	 	 	Australia
	 

	 	 	 	Attention: David R. Seaton
	 

	 	 	 	Fax: +612 9878 8474
	 

	 	 	 	E-mail: david.seaton@novogen.com
	 
	 	 	 	 
	 

	 	and, if to Blue Trading:
	 	Blue Trading, LLC
	 
	 	 	 	 
	 

	 	 	 	70 East 55th Street, 22nd Floor
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: Richard Schwartz
	 

	 	 	 	Fax: 212-338-3199
	 

	 	 	 	E-mail:
rschwartz@bluetradinginc.com
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Kramer Levin Naftalis & Frankel LLP
	 

	 	 	 	1177 Avenue of the Americas
	 

	 	 	 	New York, New York 10036
	 

	 	 	 	Attention: Christopher S. Auguste
	 

	 	 	 	Fax: 212-715-8136
	 

	 	 	 	E-mail:
cauguste@kramerlevin.com







     (f) Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties and shall



12









 







inure to the benefit of Blue Trading. The Company may not assign its rights or
obligations hereunder without the prior written consent of Blue Trading. Blue Trading may
assign its rights hereunder to any Person to whom Blue Trading assigns or transfers any
Registrable Securities, provided such transferee agrees in writing to be bound by the
provisions hereof.




     (g) No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement with respect
to its securities, that would have the effect of impairing the rights granted to Blue
Trading in this Agreement.




     (h) Execution and Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is executed)
the same with the same force and effect as if such facsimile signature were the original
thereof.




     (i) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of
New York, borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or inconvenient venue for such proceeding. Each
party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. The parties hereby waive all rights to a trial by jury. If either party
shall commence an action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its
attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding. The Company hereby irrevocably appoints CT
Corporation System, 111th 13th Avenue, New York, NY 10011, as its agent for the receipt of
service of process in the United States. The Company



13









 







agrees that any document may be effectively served on it in connection with any action,
suit or proceeding in the United States by service on such agent




     (j) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.




     (k) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.




     (l) Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.




     (m) Independent Nature of Blue Trading’s Obligations and Rights. The
obligations of Blue Trading hereunder are several and not joint with the obligations of any
other Holder, and Blue Trading shall not be responsible in any way for the performance of
the obligations of any other Holder. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Holder pursuant hereto or
thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Holders are in any way
acting in concert with respect to such obligations or the transactions contemplated by this
Agreement. Blue Trading shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement.



****************************




14









 





     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 
	 	MARSHALL EDWARDS, INC.

 	 
	 	By:  	/s/ David Seaton
 	 
	 	 	Name:  	David Seaton 	 
	 	 	Title:  	Company Secretary 	 
	 
	 	BLUE TRADING, LLC

 	 
	 	By:  	/s/ Peter L. Getz
 	 
	 	 	Name:  	Peter L. Getz 	 
	 	 	Title:  	President and CEO 	 
	 




15









 





Annex A




Plan of Distribution




          The selling security holders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock
being offered under this prospectus on any stock exchange, market or trading facility on which
shares of our common stock are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling security holders may use any one or more of the following methods
when disposing of shares:





	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the transaction;
	 
	 	•	 	purchases by a broker-dealer as principal and resales by the broker-dealer for its
account;
	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;
	 
	 	•	 	privately negotiated transactions;
	 
	 	•	 	to cover short sales made after the date that the registration statement of which
this prospectus is a part is declared effective by the Commission;
	 
	 	•	 	broker-dealers may agree with the selling security holders to sell a specified number
of such shares at a stipulated price per share;
	 
	 	•	 	a combination of any of these methods of sale; and
	 
	 	•	 	any other method permitted pursuant to applicable law.





          The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended
(“Securities Act”), if available, rather than under this prospectus. The selling security holders
have the sole and absolute discretion not to accept any purchase offer or make any sale of shares
if they deem the purchase price to be unsatisfactory at any particular time.




          The selling security holders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling security holder defaults on a margin loan, the
broker may, from time to time, offer and sell the pledged shares.




          Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling security
holders (or, if any broker-dealer acts as agent for the purchaser of shares, from





16









 







the purchaser) in amounts to be negotiated, which commissions as to a particular broker or
dealer may be in excess of customary commissions to the extent permitted by applicable law.




     If sales of shares offered under this prospectus are made to broker-dealers as principals, we
would be required to file a post-effective amendment to the registration statement of which this
prospectus is a part. In the post-effective amendment, we would be required to disclose the names
of any participating broker-dealers and the compensation arrangements relating to such sales.



     The selling security holders and any broker-dealers or agents that are involved in selling the
shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with these sales. Commissions received by these broker-dealers or
agents and any profit on the resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that
are deemed to be underwriters may not sell shares offered under this prospectus unless and until we
set forth the names of the underwriters and the material details of their underwriting arrangements
in a supplement to this prospectus or, if required, in a replacement prospectus included in a
post-effective amendment to the registration statement of which this prospectus is a part.



     The selling security holders and any other persons participating in the sale or distribution
of the shares offered under this prospectus will be subject to applicable provisions of the
Exchange Act, and the rules and regulations under that act, including Regulation M. These
provisions may restrict activities of, and limit the timing of purchases and sales of any of the
shares by, the selling security holders or any other person. Furthermore, under Regulation M,
persons engaged in a distribution of securities are prohibited from simultaneously engaging in
market making and other activities with respect to those securities for a specified period of time
prior to the commencement of such distributions, subject to specified exceptions or exemptions.
All of these limitations may affect the marketability of the shares.



     If any of the shares of common stock offered for sale pursuant to this prospectus are
transferred other than pursuant to a sale under this prospectus, then subsequent holders could not
use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such
holders. We offer no assurance as to whether any of the selling security holders will sell all or
any portion of the shares offered under this prospectus.



     We have agreed to pay all fees and expenses we incur incident to the registration of the
shares being offered under this prospectus. However, each selling security holder and purchaser is
responsible for paying any discounts, commissions and similar selling expenses they incur.



     We and the selling security holders have agreed to indemnify one another against certain
losses, damages and liabilities arising in connection with this prospectus, including liabilities
under the Securities Act.



17









 





Annex B




Marshall Edwards, Inc.




Selling Security Holder Notice and Questionnaire




     The undersigned beneficial owner of common stock, par value $0.00000002 (the “Common
Stock”), of Marshall Edwards, Inc., a Delaware corporation (the “Company”), (the
“Registrable Securities”) understands that the Company has filed or intends to file with
the Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement, dated as of September 26, 2007 (the “Registration Rights
Agreement”), among the Company and Blue Trading, LLC Registration Rights Agreement. A copy of
the Registration Rights Agreement is available from the Company upon request at the address set
forth below.



     Certain legal consequences arise from being named as a selling security holder in the
Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling security holder in the Registration
Statement and the related prospectus.



NOTICE




     The undersigned beneficial owner (the “Selling Security Holder”) of Registrable
Securities hereby elects to include the Registrable Securities owned by it and listed below in Item
3 (unless otherwise specified under such Item 3) in the Registration Statement.



18









 




The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:




QUESTIONNAIRE





	1.	 	Name.






	 	(a)	 	Full Legal Name of Selling Security Holder:
	 
	 	 	 	 

	 
	 	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through which
Registrable Securities Listed in Item 3 below are held:
	 
	 	 	 	 

	 
	 	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the securities covered by the
questionnaire):
	 
	 	 	 	 

	 
	 	 	 	 







	2.	 	Address for Notices to Selling Security Holder:





 





 





 





Telephone:

 




Fax:

 





Contact Person:

 






	3.	 	Beneficial Ownership of Registrable Securities:






	 	(a)	 	Type and Number of Registrable Securities beneficially owned:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 






19









 






	4.	 	Broker-Dealer Status:






	 	(a)	 	Are you a broker-dealer?
	 
	 	 	 	Yes o       No o
	 
	 	(b)	 	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for
investment banking services of the Company.
	 
	 	 	 	Yes o       No o
	 
	 	Note:	 	If no, the Commission’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.
	 
	 	(c)	 	Are you an affiliate of a broker-dealer?
	 
	 	 	 	Yes o       No o
	 
	 	(d)	 	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable
Securities in the ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or indirectly, with any
person to distribute the Registrable Securities?
	 
	 	 	 	Yes o       No o
	 
	 	Note:	 	If no, the Commission’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.






	5.	 	Beneficial Ownership of Other Securities of the Company Owned by the Selling Security Holder.






	 	 	 	Except as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable Securities
listed in Item 3.






	 	(a)	 	Type and Amount of Other Securities beneficially owned by the Selling Security Holder:
	 
	 	 	 	 

	 
	 	 	 	 






20









 






	6.	 	Relationships with the Company:






	 	 	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.
	 
	 	 	 	State any exceptions here:
	 
	 	 	 	 

	 
	 	 	 	 






     The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.



     By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 6 and the inclusion of such information in the
Registration Statement and the related prospectus and any amendments or supplements thereto. The
undersigned understands that such information will be relied upon by the Company in connection with
the preparation or amendment of the Registration Statement and the related prospectus.



     IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



			
	 	 	 
	Dated:                     
	 	Beneficial Owner:                                         






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL
BY OVERNIGHT MAIL, TO:



Jodi L. Lashin

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178-0060

Phone: 212-309-6334

Fax: 212-309-6001

E-mail: jlashin@morganlewis.com





21