SEC Comment Letter for KAZIA THERAPEUTICS LTD (KZIA) (CIK 0001075880) (KZIA) — Apr 23, 2009
KAZIA THERAPEUTICS LTD (KZIA) (CIK 0001075880)
Date: April 23, 2009 · CIK: 0001075880 · Accession: 0000000000-09-021647
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-29962
Referenced dates: February 24, 2009, February 24, 2009, March 20, 2009
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 April 23, 2009 Mr. Philip A. Johnston Chairman Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113, AUSTRALIA Re: Novogen Limited Form 20-F for the Year Ended June 30, 2008 Filed December 5, 2008 File No. 000-29962
Dear Mr. Johnston:
We have reviewed your response letter dated March 20, 2009 to our comment letter dated February 24, 2009 and have the following comment.
Where indicated, we think you should revise your proposed disc losure in response to this comment. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unnecessary. In our comment, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 4. Information on the Company, page 15
Business Overview, page 15
Licensing Arrangements, page 24 1. We note that in your response to comment 1 of our comment letter dated February 24, 2009 you have requested to include your proposed disclosure regarding the
Mr. Philip A. Johnston Novogen Limited April 23, 2009 Page 2 Patent License Agreement with Archer Daniels Midland Company in your Annual Report on Form 20-F for the fiscal year ending June 30, 2009 rather than amend your Form 20-F for the fiscal year ende d June 30, 2008. We have reviewed your proposed disclosure in connection with the application for confidential treatment for certain portions of the agreemen t and the related amendment which you submitted on March 23, 2009. It appears th at the annual minimum payments you receive under this agreement are material to the company. Accordingly, please revise your proposed disclosure to in clude the guaranteed annual minimum payments set forth in Article 3.01(b)(v ii) through Article 3.01(b)(xiii) of the Amendment to Patent License Agreement. Please also include a general description of the schedule of royalty pa yments that clearly discloses that the amount of royalties owed will adjust as a percentage of sales of related products as the amount of such sales increase. Your disclosure should give investors a general idea of how this adjustment works .
* * * *
Please revise your proposed disclosure a nd respond to this comment within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your respons e to our comment and provide any requested information. Detailed letters greatly facil itate our review. Please file your letter on EDGAR under the form type label CORRESP. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Please contact Nandini Acharya, Sta ff Attorney at (202) 551-3495, Daniel Greenspan, Special Counsel at (202) 551-3623 or me at (202) 551-3715 with any questions.
Sincerely,
Jeffrey P. Riedler Assistant Director
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Via Facsimile and U.S. Mail Mail Stop 6010 April 23, 2009 Mr. Philip A. Johnston Chairman Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113, AUSTRALIA Re: Novogen Limited Form 20-F for the Year Ended June 30, 2008 Filed December 5, 2008 File No. 000-29962 Dear Mr. Johnston: We have reviewed your response letter dated March 20, 2009 to our comment letter dated February 24, 2009 and have the following comment. Where indicated, we think you should revise your proposed disc losure in response to this comment. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unnecessary. In our comment, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Item 4. Information on the Company, page 15 Business Overview, page 15 Licensing Arrangements, page 24 1. We note that in your response to comment 1 of our comment letter dated February 24, 2009 you have requested to include your proposed disclosure regarding the Mr. Philip A. Johnston Novogen Limited April 23, 2009 Page 2 Patent License Agreement with Archer Daniels Midland Company in your Annual Report on Form 20-F for the fiscal year ending June 30, 2009 rather than amend your Form 20-F for the fiscal year ende d June 30, 2008. We have reviewed your proposed disclosure in connection with the application for confidential treatment for certain portions of the agreemen t and the related amendment which you submitted on March 23, 2009. It appears th at the annual minimum payments you receive under this agreement are material to the company. Accordingly, please revise your proposed disclosure to in clude the guaranteed annual minimum payments set forth in Article 3.01(b)(v ii) through Article 3.01(b)(xiii) of the Amendment to Patent License Agreement. Please also include a general description of the schedule of royalty pa yments that clearly discloses that the amount of royalties owed will adjust as a percentage of sales of related products as the amount of such sales increase. Your disclosure should give investors a general idea of how this adjustment works . * * * * Please revise your proposed disclosure a nd respond to this comment within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your respons e to our comment and provide any requested information. Detailed letters greatly facil itate our review. Please file your letter on EDGAR under the form type label CORRESP. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Please contact Nandini Acharya, Sta ff Attorney at (202) 551-3495, Daniel Greenspan, Special Counsel at (202) 551-3623 or me at (202) 551-3715 with any questions. Sincerely, Jeffrey P. Riedler Assistant Director