SecProbe.io

CORRESP
 1
 filename1.htm

 March
26, 2026

 Securities
and Exchange Commission

 100
F. Street, NE

 Washington,
D.C. 20549

 Re:

 Kazia
 Therapeutics Ltd. ("Company")

 Registration
 Statement on Form F-3

 File
 No. 333-294392

 VIA
EDGAR

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), Kazia Therapeutics Limited (the "Company")
hereby requests that the effective date of the above-referenced registration statement (the "Registration Statement") be
accelerated to March 27, 2026, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Lucosky
Brookman LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If
you have any questions regarding this request, please contact Sebastian A. Bacon of Lucosky Brookman LLP at (732) 510-5382.

 Sincerely,

 KAZIA
 THERAPEUTICS LIMITED

 By:
 /s/
 John Friend

 Name:

 John
 Friend

 Title:

 Chief
 Executive Officer and Director

 cc:
 John
 Friend, Chief Executive Officer and Director, Kazia Therapeutics Limited

 Sebastian
A. Bacon, Esq., Lucosky Brookman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2026

John Friend
Chief Executive Officer
Kazia Therapeutics Limited
Three International Towers
Level 24, 300 Barangaroo Avenue
Sydney, NSW, 2000, Australia

 Re: Kazia Therapeutics Limited
 Registration Statement on Form F-3
 Filed March 18, 2026
 File No. 333-294392
Dear John Friend:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Sebastian A. Bacon, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 December 22, 2025
 Via EDGAR Transmission United States Securities
and Exchange Commission Division of Corporation Finance 100
F Street, N.E. Washington, D.C. 20549 Re: Kazia
Therapeutics Limited Acceleration Request for Registration Statement on Form F-1
 File No. 333-292303
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Kazia Therapeutics Limited (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the
“ Registration Statement ”) be accelerated to December 23, 2025, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such
Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 If you have any questions regarding this request, please contact Will Wang of Goodwin Procter LLP at (212)
 459-7083.

 Sincerely,

 KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

 John Friend

 Chief Executive Officer
 cc: John Friend, Chief Executive Officer, Kazia Therapeutics Limited
 Stephanie Richards, Esq., Goodwin Procter LLP Will Wang,
Esq., Goodwin Procter LLP

CORRESP
 1
 filename1.htm

 CORRESP

 December 22, 2025
 Via EDGAR Transmission United States Securities
and Exchange Commission Division of Corporation Finance 100
F Street, N.E. Washington, D.C. 20549 Re: Kazia
Therapeutics Limited Acceleration Request for Registration Statement on Form F-1
 File No. 333-290598
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), Kazia Therapeutics Limited (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement, as amended (the
“ Registration Statement ”) be accelerated to December 23, 2025, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such
Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 If you have any questions regarding this request, please contact Will Wang of Goodwin Procter LLP at
 (212) 459-7083.

 Sincerely,

 KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

 John Friend

 Chief Executive Officer
 cc: John Friend, Chief Executive Officer, Kazia Therapeutics Limited
 Stephanie Richards, Esq., Goodwin Procter LLP Will Wang,
Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CORRESP

 February 3, 2025

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Kazia
Therapeutics Limited

 Acceleration Request for Registration Statement on Form F-1

File No. 333-284606

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kazia Therapeutics Limited (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to February 5, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Stephanie Richards of Goodwin Procter LLP at (617) 570-1927.

Sincerely,

KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

John Friend

Chief Executive Officer and Director

 cc: John Friend, Chief Executive Officer and Director, Kazia Therapeutics Limited

Stephanie Richards, Esq., Goodwin Procter LLP

January 31, 2025
John Friend
Chief Executive Officer and Director
Kazia Therapeutics Limited
Three International Towers Level 24
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Limited
Registration Statement on Form F-1
Filed January 30, 2025
File No. 333-284606
Dear John Friend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Stephanie Richards, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 10, 2024

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Kazia
Therapeutics Limited

 Acceleration Request for Registration Statement on Form F-3

File No. 333-281937

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kazia Therapeutics Limited (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to September 12, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be
declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Robert E. Puopolo of Goodwin Procter LLP at (617) 570-1393.

Sincerely,

KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

John Friend

Chief Executive Officer and Director

cc:
 John Friend, Chief Executive Officer and Director, Kazia Therapeutics Limited

Robert E. Puopolo, Esq., Goodwin Procter LLP

September 9, 2024
John Friend
Chief Executive Officer
Kazia Therapeutics Limited
Three International Towers
Level 24, 300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Limited
Registration Statement on Form F-3
Filed September 5, 2024
File No. 333-281937
Dear John Friend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Finn Murphy

CORRESP
1
filename1.htm

CORRESP

 June 26, 2024

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Kazia
Therapeutics Limited

 Acceleration Request for Registration Statement on Form F-1

File No. 333-280447

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kazia Therapeutics Limited (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to June 28, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Robert E. Puopolo of Goodwin Procter LLP at (617) 570-1393.

Sincerely,

KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

John Friend

Chief Executive Officer and Managing Director

cc:
 John Friend, Chief Executive Officer and Managing Director, Kazia Therapeutics
Limited

 Robert E. Puopolo, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
June 26, 2024
John Friend
Chief Executive Officer
Kazia Therapeutics Limited
Three International Towers Level 24
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Limited
Registration Statement on Form F-1
Filed June 25, 2024
File No. 333-280447
Dear John Friend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Finnbarr D. Murphy, Esq.

CORRESP
1
filename1.htm

CORRESP

 May 31, 2024

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Kazia
Therapeutics Limited

 Acceleration Request for Registration Statement on Form F-1

File No. 333-279773

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kazia Therapeutics Limited (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to June 4, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Robert E. Puopolo of Goodwin Procter LLP at (617) 570-1393.

Sincerely,

KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

John Friend

Chief Executive Officer and Managing Director

cc:
 John Friend, Chief Executive Officer and Managing Director, Kazia Therapeutics
Limited

 Robert E. Puopolo, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
May 31, 2024
John Friend
Chief Executive Officer
Kazia Therapeutics Limited
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Limited
Registration Statement on Form F-1
Filed May 29, 2024
File No. 333-279773
Dear John Friend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo

CORRESP
1
filename1.htm

CORRESP

 February 2, 2024

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Kazia
Therapeutics Limited

 Acceleration Request for Registration Statement on Form F-1

File No. 333-276774

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kazia Therapeutics Limited (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to February 5, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Stephanie Richards of Goodwin Procter LLP at (617) 570-1927.

Sincerely,

KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

John Friend

Chief Executive Officer and Managing Director

 cc: John Friend, Chief Executive Officer and Managing Director, Kazia Therapeutics Limited

Stephanie Richards., Esq., Goodwin Procter LLP

United States securities and exchange commission logo
February 1, 2024
John Friend, M.D.
Chief Executive Officer
Kazia Therapeutics Limited
Three International Towers Level 24
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Limited
Registration Statement on Form F-1
Filed January 31, 2024
File No. 333-276774
Dear John Friend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephanie Richards, Esq.

CORRESP
1
filename1.htm

CORRESP

 December 21, 2023

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Re: Kazia
Therapeutics Limited

 Acceleration Request for Registration Statement on Form F-3

File No. 333-276091

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kazia Therapeutics Limited (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration
Statement”) be accelerated to December 22, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared
effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Stephanie Richards of Goodwin Procter LLP at (617) 570-1927.

Sincerely,

KAZIA THERAPEUTICS LIMITED

 /s/ John Friend

John Friend

Chief Executive Officer and Managing Director

 cc: John Friend, Chief Executive Officer and Managing Director, Kazia Therapeutics Limited

Stephanie Richards., Esq., Goodwin Procter LLP

United States securities and exchange commission logo
December 20, 2023
John Friend
Chief Executive Officer
Kazia Therapeutics Ltd.
Three International Towers Level 24
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Ltd.
Registration Statement on Form F-3
Filed December 15, 2023
File No. 333-276091
Dear John Friend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephanie Richards

United States securities and exchange commission logo
April 28, 2022
Gabrielle Heaton
Director of Finance and Administration
Kazia Therapeutics Ltd
Three International Towers Level 24
300 Barangaroo Avenue
Sydney, New South Wales 2000
Australia
Re:Kazia Therapeutics Ltd
Form 20-F for the fiscal year ended June 30, 2021
Filed October 7, 2021
File No. 000-29962
Dear Ms. Heaton:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 April 5, 2022

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:
    Christine Torney

                     Vanessa Robertson

Re:
 Kazia Therapeutics Ltd

Form 20-F for the fiscal year ended June 30, 2021

Filed October 7, 2021

File No. 000-29962

Ladies and Gentlemen:

 Kazia Therapeutics Ltd (the
“Company”) is providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the
“Staff”) by letter dated March 22, 2022, with respect to the Company’s Annual Report on Form 20-F that was filed on October 7, 2021.

Set forth below is the Company’s response to the Comments, which for your convenience we have incorporated into this response letter. Capitalized terms
used in this response letter but not otherwise defined in this response letter shall have the meanings set forth in the Annual Report.

 Form 20-F for the fiscal year ended June 30, 2021

 Item 5. Operating and Financial Review and Prospects

A. Operating Results

 Expenses, page 22

1.
 Please provide us with proposed disclosure to be included in future periodic reports which separately
quantifies your research and development expense by project. If you do not track your research and development costs by project, disclose that fact as well as why you do not maintain and evaluate research and development costs by project.

 We acknowledge your comment and propose to disclose research and development expense by project in our future
periodic reports in the following format (disclosures shown for FY21 report for illustrative purposes):

A$’000

FY21

FY20

 Paxalisib

 - Phase II trial

1,941

3,690

 - GBM Agile trial

8,148

1,523

 - other paxalisib

966

670

 EVT801

1,098

—

 Cantrixil

429

1,673

 R&D salaries

694

854

 Amortisation of licensed assets

1,265

1,084

 Total R&D expense

14,541

9,494

 Item 18. Financial Statements

Note 5. Revenue, page F-20

2.
 Please tell us your consideration of providing disclosure of the
out-license agreements with Oasmia and Simcere to separately quantify upfront payments and milestone payments by type, as these both appear to be material agreements.

We offer the following comments in relation to this question:

•

 It is the Company’s view that we have complied with the disclosure requirements of IFRS 15 in our annual
report on Form 20-F

•

 We note that disclosure of the revenue earned from our out-license
agreements with Oasmia and Simcere appears on pages 40 – 41 of our annual report on Form 20-F, showing that all revenue received in fiscal 2021 represents up front payments.

•

 In future periodic reports, we will give consideration to providing additional voluntary disclosure in Note 5 to
the financial statements, separately identifying upfront payments and milestone payments by type.

*                *
         *                *                *

 We appreciate your consideration.

 Please feel free to
contact me via email gabrielle.heaton@kaziatherapeutics.com.

 Yours sincerely,

/s/ Gabrielle
Heaton

 Gabrielle Heaton

 Director,
Finance & Administration

United States securities and exchange commission logo
March 22, 2022
Gabrielle Heaton
Director of Finance and Administration
KAZIA THERAPEUTICS LTD
Three International Towers Level 24
300 Barangaroo Avenue
Sydney, New South Wales 2000
Australia
Re:KAZIA THERAPEUTICS LTD
Form 20-F for the fiscal year ended June 30, 2021
Filed October 7, 2021
File No. 000-29962
Dear Ms. Heaton:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended June 30, 2021
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Expenses, page 22
1.Please provide us with proposed disclosure to be included in future periodic reports which
separately quantifies your research and development expense by project. If you do not
track your research and development costs by project, disclose that fact as well as why
you do not maintain and evaluate research and development costs by project.
Item 18. Financial Statements
Note 5. Revenue, page F-20

 FirstName LastNameGabrielle Heaton
 Comapany NameKAZIA THERAPEUTICS LTD
 March 22, 2022 Page 2
 FirstName LastName
Gabrielle Heaton
KAZIA THERAPEUTICS LTD
March 22, 2022
Page 2
2.Please tell us your consideration of providing disclosure of the out-license agreements
with Oasmia and Simcere to separately quantify upfront payments and milestone
payments by type, as these both appear to be material agreements.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Christine Torney at 202-551-3652 or Vanessa Robertson at 202-551-
3649 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESPONDENCE

 Kazia Therapeutics Limited

Level 24, Three International Towers

300 Barangaroo Avenue

 Sydney, NSW
2000, Australia

 September 7, 2021

 via EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549 USA

 Attention: Michael Davis

Re:
 Kazia Therapeutics Ltd

Registration Statement on Form F-3

Filed: September 1, 2021

File No. 333-259224

Dear Mr. Davis:

 Pursuant to Rule 461 under the Securities Act
of 1933, Kazia Therapeutics Ltd (the “Company”) hereby requests acceleration of its Registration Statement on Form F-3 (File No. 333-259224) so that it
will become effective on September 8, 2021, at 4:00 p.m. or as soon thereafter as practicable.

 The Company hereby acknowledges that:

1.
 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.
 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely yours,

/s/ Kate Hill

 Kate Hill

Company Secretary

 1

United States securities and exchange commission logo
September 3, 2021
James Garner
Chief Executive Officer
KAZIA THERAPEUTICS LTD
Level 24, Three International Towers
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:KAZIA THERAPEUTICS LTD
Registration Statement on Form F-3
Filed September 1, 2021
File No. 333-259224
Dear Dr. Garner :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Reilly

CORRESP
1
filename1.htm

CORRESP

 Kazia Therapeutics Limited

Level 24, Three International Towers

300 Barangaroo Avenue

 Sydney, NSW
2000, Australia

 August 28, 2018

 via EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 USA

 Attention: Ada D. Sarmento

Dear Ms. Sarmento:

Re:
 Kazia Therapeutics Limited

Registration Statement on Form F-3, as amended

Filed: July 19, 2018

File No. 333-226240

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kazia Therapeutics Limited (the “Company”) hereby requests acceleration of its
Registration Statement on Form F-3 (File No. 333-226240), as amended, so that it will become effective on August 30, 2018, at 4:30 p.m. (Washington D.C.
time), or as soon thereafter as practicable.

 The Company hereby acknowledges that:

1.
 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.
 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions, or require
any additional information, please do not hesitate to call Nathaniel Douglas at Baker McKenzie, the Company’s outside counsel, at (202) 835-4277.

Sincerely yours,

 /s/ Kate Hill

Kate Hill

 Company Secretary

 1

CORRESP
1
filename1.htm

CORRESP

 Kazia Therapeutics Limited

Three International Towers, Level 24

 300
Barangaroo Avenue

 Sydney, NSW 2000

 Australia

 VIA EDGAR

August 23, 2018

 Ms. Ada Sarmento

Senior Counsel

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Kazia Therapeutics Limited

 Registration Statement on
Form F-3

 Filed on July 19, 2018

File No. 333-226240

Dear Ms. Sarmento,

 In connection with the above-captioned
registration statement on Form F-3 (the “Registration Statement”), set forth below are the responses of Kazia Therapeutics Limited (the “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided in the comment letter dated July 24, 2018, relating to the Registration Statement.

Concurrently with the submission of this letter, we have filed through EDGAR Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”). At the request of the Staff, two marked copies of Amendment No. 1 will be hand delivered to you to show all changes made to the Registration Statement.

For your convenience, each response below is prefaced by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers
correspond to Amendment No. 1, unless otherwise indicated.

 Incorporation By Reference, page 29

1.
 Please incorporate by reference the description of the securities being registered contained in a
registration statement filed under Section 12 of the Exchange Act as required by Item 6(a) of Form F-3.

Response: In response to the Staff’s comment, the Company has amended its disclosure on Page 29 of Amendment No. 1 to
specifically incorporate by reference the description of its securities from the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2017 in accordance with the principles
described in Question 123.07 of the Staff’s Securities Act Compliance & Disclosure Interpretations guidance.

*            *
 *

 If you have any questions or comments, please call Nate Douglas of Baker & McKenzie at
(202) 835-4277.

 Very truly yours,

Kazia Therapeutics Limited

By:

/s/ Kate Hill

Name:

Kate Hill

Title:

Company Secretary

Cc:
 Andrew Reilly

Baker & McKenzie

 2

July 24, 2018
James Garner
Chief Executive Officer
Kazia Therapeutics Limited
Level 24, Three International Towers
300 Barangaroo Avenue
Sydney, NSW, 2000, Australia
Re:Kazia Therapeutics Limited
Registration Statement on Form F-3
Filed July 19, 2018
File No. 333-226240
Dear Mr. Garner:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
Incorporation By Reference, page 29
1.Please incorporate by reference the description of the securities being registered contained
in a registration statement filed under Section 12 of the Exchange Act as required by Item
6(a) of Form F-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJames Garner
 Comapany NameKazia Therapeutics Limited
 July 24, 2018 Page 2
 FirstName LastName
James Garner
Kazia Therapeutics Limited
July 24, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Irene Paik at 202-551-6553 with any
other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Andrew Reilly, Esq.

CORRESP
1
filename1.htm

Correspondence

 September 16, 2015

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street N.E.

Washington, D.C. 20549

Re:
Registration Statement on Form F-3

 File No. 333-205666

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Madam, Sir:

•

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Novogen Limited (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on
Form F-3 (File No. 333-205666), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on September 16, 2015, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

i.
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

ii.
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

iii.
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 We request that we be notified of such effectiveness by a telephone call to Mr. David
Boillot, of Reitler Kailas & Rosenblatt LLC at 212-209-3058. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Reitler
Kailas & Rosenblatt LLC, attention: David Boillot, via facsimile at 212-371-5500 or email at dboillot@reitlerlaw.com.

Best Regards,

Novogen Limited

/s/ Iain Ross

Iain Ross

Acting Chief Executive Officer

July 23 , 2015

Via E -mail
Cristyn Humphreys
Chief Operating Officer
Novogen Limited
Level 1, 16 -20 Edgeworth David Avenue
Hornsby, New South Wales 2077
Australia

Re: Novogen Limited
  Registration Statement on Form F -3
Filed  July 15 , 2015
  File No.  333-205666

Dear Ms. Humphreys :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Cristyn Humphreys
Novogen Limited
July 23 , 2015
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

July 17, 201 3

Via E -mail
Graham Kelly
Chief Executive  Officer
Novogen Limited
1-7 Waterloo Road, Level 1
North Ryde, New South Wales 2113
Australia

Re: Novogen Limited
Form 20-F for the Fiscal Year Ended June  30, 201 2
 Filed Octob er 29, 201 2
File No. 000-29962

Dear Dr. Kelly :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy a nd adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
filename1.htm

Converted by EDGARwiz

 10 June 2013

 Mr J B Rosenberg

 Senior Assistant Chief Accountant

 United States Securities and Exchange Commission

 Washington DC 20549

 BY EMAIL

 Dear Mr Rosenberg,

 Novogen Limited Form 20-F Year ended 30 June 2012

 Filed October 29, 2012

 File No. 000-29962

 We refer to your correspondence dated March 29, 2013. As this matter is pending further

 discussion, we request that you allow us ten more business days to consider our response.

 Yours faithfully,

 Steven Coffey

 Director

 Ref: 469074

May 23, 201 3

Via E -mail
Graham Kelly
Chief Executive  Officer
Novogen Limited
1-7 Waterloo Road, Level 1
North Ryde, New South Wales 2113
Australia

Re: Novogen Limited
Form 20-F for the Fiscal Year Ended June  30, 201 2
 Filed Octob er 29, 201 2
File No. 000-29962

Dear Dr. Kelly :

We have reviewed your April 26 , 201 3 response to our March  29, 201 3 letter and  have
the following comment .

Please respond to this letter within 10 business days by  amending your filing or  by
advising us when you will provide the requested response.   Please furnish us a letter on EDGAR
under the form type label CORRESP that key s your response to our comment.

After reviewin g any amendment to your filing  and information you provide in respon se
to this comment, we may have additional comments.

Report of Independent Registered Public Accounting Firm , page 75

1. We have evaluated your April 26, 2013 response and reconsidered your previous
responses.   We are unable to agree with your assertion that the report of Grant Thornton
is appropriate.   Because it is necessary to conduct an audit in order to be able to express
an opinion, there must be consistency between the description of the periods audited by
the independent auditor and the periods co vered by the independent auditor’s opinion.   In
your circumstances, such consistency d oes not exist.   Grant Thornton’ s report indicates
that they audited one year (the year ended June 30, 2012), but opined on three years
(i.e.  the three years ended June 3 0, 2012).    In these circumstances, we believe that you
must obtain a revised report from Grant Thornton that rectifies this inconsistency and,
with their consent, include the revised report in an amendment of Novogen’s Form 20 -F
for the year ended June 30 , 2012 that removes the opinion currently included in
Novogen’s Form 20 -F.

Graham Kelly
Novogen Limited
May 23, 201 3
Page 2

 You may contact Vanessa Robertson, Staff Accountant, at (202) 551 -3649 or Lisa
Vanjoske, Assistant Chief Accountant, at (202) 551 -3614  if you have any questions regarding
the co mment.  In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 26 April 2013

 Mr J B Rosenberg

 Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Washington DC 20549

RE:
Novogen Limited Form 20-F Year ended 30 June 2012

 Filed October 29, 2012

 File No. 000-29962

Dear Mr Rosenberg,

 Please find below our
response to your letter dated March 29, 2013.

 1. Please refer to your response to our prior comment. If Grant Thornton is assuming
responsibility for all periods presented, no reference should be made in its report to the prior auditor. Therefore, please amend your filing to include a revised audit report from Grant Thornton Audit Pty Ltd that removes the reference to the prior
auditor.

 We have discussed this comment with our auditors, and advise you that we respectfully disagree in that we do not believe an
amendment to our filing is necessary as outlined in our correspondence dated March 4, 2013.

 In the original comment, you referred to
Regulation S-X Rule 2-05 in support of your request for the inclusion of the prior auditor’s report. Rule 2-05 states, in part, the following “If, with respect to the examination of the financial statements, part of the examination is made
by an independent accountant other than the principal accountant and the principal accountant elects to place reliance on the work of the other accountant and makes reference to that effect in his report, the separate report of the other accountant
shall be filed.”

 We believe that our report is not subject to the requirements of Rule 2-05 (or subject to the staff’s related
interpretations in Sections 4140.2 and 4140.4 of the CorpFin Financial Reporting Manual (FRM)). Rule 2-05 specifically addresses principal auditor situations where a component of the entity (such as a subsidiary, division, branch, or investment
included in the entity’s financial statements) is audited by another auditor, and the principal auditor places reliance (and makes reference to the report of) the other auditor as a basis, in part, for expressing an opinion on the entity as a
whole. Reference is made to PCAOB interim standard AU Section 543, Part of Audit Performed by Other Independent Auditors.

 In contrast to a Rule 2-05 fact pattern, Grant Thornton Audit Pty Ltd effectively succeeded to the practice
of the “predecessor” firm, and is serving as the successor auditor (rather than as “principal” auditor within the context described in the previous paragraph). In succeeding to the practice of the “predecessor” firm,
Grant Thornton Audit Pty Ltd is taking responsibility for the audit of the financial statements for the current period and the prior periods audited by the “predecessor” firm that are presented in the filing. This is clearly evidenced by
the form of the auditor’s report included in the 20-F as filed, which makes no reference to Grant Thornton Audit Pty Ltd’s opinion being “based on the report of the other auditors” within the scope or opinion paragraphs.

 In this regard, we believe that it would be inappropriate to include the “predecessor” firm’s audit report in the filing. This
would contradict the form of our report on the entity’s financial statements for all periods presented by implying the “predecessor” firm is taking responsibility for the prior periods, which is not the case.

The reference to the “predecessor” firm within the introductory paragraph of our report is not meant to, nor does it say that Grant Thornton
Audit Pty Ltd’s report was based on the work of other auditors, but merely clarifies for readers that Grant Thornton Audit Pty Ltd. succeeded to the practice of the “predecessor” firm, and explains why the audit report of the
“predecessor” firm does not appear in the fiscal 2012 Annual Report on 20-F. In addition, succeeding to the practice of the “predecessor” firm did not require a “reaudit” of the periods audited by such firm. By not
including the information provided within the introductory paragraph of our report, readers may inappropriately assume that such a “reaudit” was performed. Likewise, reproducing the audit report of the predecessor auditor (after obtaining
a waiver from the SEC staff as required by Section 4820 of the FRM) would not be appropriate since, as established above, the successor firm, Grant Thornton Audit Pty Ltd., is clearly taking responsibility for the audits of the consolidated
financial statements for the 2011 and 2010 fiscal years, and the inclusion of the predecessor auditor’s report would falsely indicate that more than one firm is reporting on the same financial statements.

Accordingly, we believe that the audit report is appropriate as filed.

 We respectfully request that you accept our 20-F, including Grant Thornton Audit Pty Ltd’s report, as initially filed.

Yours faithfully,

/s/ Steven Coffey

Steven Coffey

Director

Ref: 459107

 2

CORRESP
1
filename1.htm

Converted by EDGARwiz

15 April 2013

Mr J B Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchnage Commission

Washington DC 20549

BY EMAIL

Dear Mr Rosenberg,

Novogen Limited Form 20-F Year ended 30 June 2012

Filed October 29, 2012

File No. 000-29962

We refer to your correspondence dated March 29, 2013 relating to wording of audit report

following change of auditors and request that you allow us ten more business days to consider our

response.

Yours faithfully,

Steven Coffey

Director

Ref: 457457_1

Steven Coffey

Encl.

March  29, 201 3

Via E -mail
Graham Kelly
Chief Executive  Officer
Novogen Limited
1-7 Waterloo Road, Level 1
North Ryde, New South Wales 2113
Australia

Re: Novogen Limited
Form 20-F for the Fiscal Year Ended June  30, 201 2
 Filed Octob er 29, 201 2
File No. 000-29962

Dear Dr. Kelly :

We have reviewed your March 7 , 201 3 response to our February 14 , 201 3 letter and  have
the following comment .

Please respond to this letter within 10 business days by  amending your filing or  by
advising us when you will provide the requested response.   Please furnish us a letter on EDGAR
under the form type label CORRESP that key s your response to our comment.

After reviewin g any amendment to your filing  and information you provide in respon se
to this comment, we may have additional comments.

Report of Independent Registered Public Accounting Firm , page 75

1. Please refer to your response to our prior comment.  If Grant Thornton is assuming
responsibility for  all periods  presented , no reference should be made in its report to the
prior auditor.  Therefore, please amend your filing to include a revised audit rep ort from
Grant Thornton Audit Pty Ltd that removes the reference to the prior auditor.

You may contact Vanessa Robertson, Staff Accountant, at (202) 551 -3649 or Lisa
Vanjoske, Assistant Chief Accountant, at (202) 551 -3614  if you have any questions regar ding
the comment.  In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Converted by EDGARwiz

 4 March 2013

 Mr J B Rosenberg

 Senior Assistant Chief Accountant

 United States Securities and Exchange Commission

 Washington DC 20549

 BY EMAIL

 Dear Mr Rosenberg,

 Novogen Limited Form 20-F Year ended 30 June 2012

 Filed October 29, 2012

 File No. 000-29962

 We refer to your letter dated February 14, 2013. Your comment states:

 “We note the audit report of Grant Thornton Audit Pty Ltd references the report of the prior auditor for the financial statements as of June 30, 2011 and for each of the years in the two-year period ended June 30, 2011. Please amend your filing to include the audit report as required by Rule 2-05 of Regulation S-X.”

 We have discussed your letter with our auditors and advise as follows:

 The consolidated financial statements of the Company as of June 30, 2011 and for each of the years in the two-year period ended June 30, 2011 were audited by BMS Audit (NSW-VIC) Pty Limited formerly BDO Audit (NSW-VIC) Pty Limited. Grant Thornton acquired the partners and staff of such firm and its clients. Grant Thornton also has access to and owns the client files of BMS Audit (NSW-VIC) Pty Limited. BMS Audit (NSW-VIC) Pty Limited ceased trading from 1 May 2012. Accordingly, Grant Thornton has effectively taken ownership of the opinion for the two years ended 30 June, 2011, as such we do not believe it is necessary to include the audit report of BMS Audit (NSW-VIC) Pty Limited.

 The company acknowledges that:

 ·

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ·

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 ·

 the company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Would you advise if this response is sufficient. If you need further clarification we can obtain the same directly from Grant Thornton.

 Yours faithfully,

 Professor Graham Kelly

 Chairman/CEO

February 14, 201 3

Via E -mail
Graham Kelly
Chief Executive  Officer
Novogen Limited
1-7 Waterloo Road, Level 1
North Ryde, New South Wales 2113
Australia

Re: Novogen Limited
Form 20-F for the Fiscal Year Ended June  30, 201 2
 Filed Octob er 29, 201 2
File No. 000-29962

Dear Dr. Kelly :

We have reviewed your filing and have the following comment .

Please respond to this letter within 10 business days by  amending your filing or  by
advising us when you will provide the requested response.   If you do not believe the comment
applies to your facts and circumstances, please tell us why in your response.  Please furnish us a
letter on EDGAR under the form type label CORRESP that key s your response to our comment.

After reviewin g any amendment to y our filing  and the information you provide in
response to th is comment, we may have additional comments.

Report of Independent Registered Public Accounting Firm , page 75

1. We note the audit report of Grant Thornton Audit Pty Ltd references the report of the
prior auditor for the financial statements as of June 30, 2011 and for each of the years in
the two -year period ended June 30, 2011.   Please amend your filing to include the audit
report as required by Rule 2 -05 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its managemen t are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide  a written statement from the company
acknowledging th at:

Graham  Kelly
Novogen Limited
February 14, 201 3
Page 2

  the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Vanessa Robertson, Staff Accountant, at (202) 551 -3649 or Lisa
Vanjoske,  Assistant Chief Accountant, at (202) 551 -3614  if you have any questions regarding
the comment.  In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

June 17, 2010
 David Seaton Acting Chief Executive Officer and  Chief Financial Officer Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113 Australia
Re: Novogen Limited
   Form 20-F for the Fiscal Year Ended June 30, 2009
   Filed December 15, 2009
   File Number:  000-29962

Dear Mr. Seaton:
  We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

May 13, 2010

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

    Form 20-F for the fiscal year ended June 30, 2009

    Filed December 15, 2009

    File No. 000-29962

Ladies and Gentlemen:

     The following is the response of Novogen Limited (the “Company”) to the comments set forth in
the letter, dated April 29, 2010, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “SEC”) with respect to the Company’s Annual Report on Form 20-F for the fiscal year
ended June 30, 2009 (File No. 000-29962).

     Set forth below is the Staff’s comment in italics followed by the Company’s response.

Income Statements, page 81

    1.

    Please refer to your response to comment one and your proposed revised disclosures. Please
revise your disclosure to state that cost of sales includes only costs associated with the
sale of goods and, as indicated in your response, the reason the percentage decrease in cost
of sales is higher than the percentage decrease in revenues for 2007 compared to 2008.

    Response:

    We will revise our Annual Report on Form 20-F for the fiscal year ended June 30, 2009 to
state that cost of sales includes only costs associated with the sale of goods and the reason
the percentage decrease in cost of sales is higher than the percentage decrease in revenues
for the applicable periods.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies

Statement of Compliance, page 85

    2.

    Please refer to your response to comment two. Please revise the wording since you have not
satisfied the requirement of Item 17(c) of Form 20-F to include an unreserved and explicit
statement of compliance with IFRS as issued by the IASB. A US GAAP reconciliation is required
if this statement is not included in the notes to the financial statements. In addition,
please remove the disclosure on page 3 regarding compliance

    with AIFRS and revise the disclosure to state that the financial statements do comply with
IFRS as issued by the IASB.

    Response:

    We will revise our Annual Report on Form 20-F for the fiscal year ended June 30, 2009 to
include an unreserved and explicit statement of compliance with IFRS as issued by the IASB in
Note 1 to the financial statements. Additionally we will remove the disclosure on page 3
regarding compliance with AIFRS and revise the disclosure to state that the financial
statements comply with IFRS as issued by the IASB.

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure of the
disclosure in the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose the
SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by the
SEC or any person under the federal securities laws of the United States.

    Sincerely,

NOVOGEN LIMITED

    By:
    /s/ David Seaton

    Name:
    David Seaton

    Title:
    Chief Financial Officer

2

Via Facsimile and U.S. Mail
Mail Stop 4720           April 29, 2010   David Seaton Acting Chief Executive Officer and  Chief Financial Officer Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113 Australia
Re:   Novogen Limited
 Form 20-F for the Fiscal Year Ended June 30, 2009
 Filed December 15, 2009
 File Number:  000-29962

Dear Mr. Seaton:
  We have reviewed your April 15, 2010 res ponse to our April 8, 2010 letter and have
the following comments.  We have considered your request to include  the proposed revised
disclosures in your June 30, 2010 Form 20-F; however, we reque st that you amend the June
30, 2009 Form 20-F to comply with the below comments because that filing does not satisfy the requirement to incl ude an unreserved and explicit statement of compliance with
IFRS as issued by the IASB.

Income Statements, page 81

 1. Please refer to your response to comme nt one and your proposed revised
disclosures.  Please revise your disclosure to state that cost of sales includes only
costs associated with the sa le of goods and, as indicat ed in your response, the
reason the percentage decrease in cost of  sales is higher than the percentage
decrease in revenues for 2007 compared to 2008.
 Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies
Statement of Compliance, page 85
 2. Please refer to your response to comment  two. Please revise the wording since
you have not satisfied the requirement of Item 17(c) of Form 20-F to include an
unreserved and explicit statement of co mpliance with IFRS as issued by the

David Seaton
Novogen Limited April 29, 2010 Page 2
IASB. A US GAAP reconciliati on is required if this stat ement is not included in
the notes to the financial statements. In  addition, please remove the disclosure on
page 3 regarding compliance with AIFRS a nd revise the disclosu re to state that
the financial statements do comply w ith IFRS as issued by the IASB.

* * * *

Please amend your filing and respond to these comments within 10 business days
or tell us when you will provide us with a re sponse.  Please furnish a cover letter with
your amendment that keys your response to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our revi ew.  Please furnish the letter
on EDGAR under the form type label CORRESP .  Please understand that we may have
additional comments after reviewing your amendment and responses to our comments.

You may contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Lisa
Vanjoske, Assistant Chief Accountant, at  (202) 551-3614 if you have any questions
regarding the comments.  In th is regard, do not hesitate to  contact me, at (202) 551-3679.

        S i n c e r e l y ,             J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

April 15,
2010

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

Form 20-F for the fiscal year ended June 30, 2009

Filed December 15, 2009

File No. 000-29962

Ladies and Gentlemen:

     The following is the response of Novogen Limited (the “Company”) to the comments set
forth in the letter, dated April 8, 2010, from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) with respect to the Company’s Annual Report on Form 20-F for the
fiscal year ended June 30, 2009 (File No. 000-29962).

     Set forth below is the Staff’s comment in italics followed by the Company’s response.

Income Statements, page 81

1. Please disclose the nature of the costs that are included in cost of sales and whether and, if
so, to what extent cost of sales includes costs for each item of revenue (i.e. sale of goods, bank
interest, licence fees, royalties, dividends and other). Further please disclose in “Operating and
financial Review and Prospects” the reason that the percentage decrease in cost of sales is much
higher than the percentage decrease in revenues for 2007 compared to 2008 and for 2008 compared to
2009.

Response: Cost of Sales represented in the Income Statements on page 81 includes only costs
associated with the sale of goods. The percentage decrease in cost of sales is higher than the
percentage decrease in revenue, for 2007 compared to 2008 and for
2008 compared to 2009. This is
primarily due to improved gross margins on the Company’s consumer products achieved through
sourcing key active ingredients from a lower cost third party manufacturer, following the decision
to close the Company’s production facility at Wyong NSW in 2007. Sales of product manufactured
from lower cost active ingredient commenced during fiscal year 2008  having a
favourable impact on cost of sales for part of that year. Cost of sales as a percentage of sales
in fiscal year 2009 continued to decline due to the annualized impact of lower cost active
ingredient.

The Company respectfully requests that it be permitted to include revised disclosure clarifying
the reasons for the decrease in cost of sales as requested by comment 1 in applicable future
filings, including its Annual Report on Form 20-F for the fiscal year ended June 30, 2010, rather
than amend its Annual Report on Form 20-F for the fiscal year ended June 30, 2009 to include such
disclosure.

The Company proposes to change the disclosure in applicable future filings, including in its
Annual Report on Form 20-F for the fiscal year ended June 30, 2010, under the heading “Operating
Results Fiscal 2009 compared to Fiscal 2008” which appears on page 36 of the Company’s Annual Report on Form
20-F for the fiscal year ended 2008 as follows.

Costs and expenses

“Total expenses before interest and tax decreased by A$4.8 million to A$34.9 million for the
year ended June 30, 2009 compared to A$39.7 million for the year ended June 2008. Cost of sales
decreased A$1.6 million corresponding with reduced sales from Europe and Canada and improved gross
margins on consumer product sales through sourcing active ingredients from a lower cost third
party manufacturer,

Novogen
Limited ABN 37 063 259 754 140 Wicks Road, North Ryde NSW 2113,
Australia Telephone +61 2
9878 0088

 Facsimile
+61 2 9878 0055 novogen@novogen.com www.novogen.com

following
the decision to close the Company’s production facility at Wyong NSW in 2007. Sales
of product manufactured from lower cost active commenced during fiscal year 2008 having a
favourable impact on cost of sales for part of that year. Cost of sales as a percentage of sales in
fiscal year 2009 continued to decline due to the annualized impact of lower cost active ingredient.
General and Administrative Expenses were favourably impacted by A$3.1 million due primarily to
favourable currency movements. These savings were partially offset by an increase in selling and
promotional expense of A$0.4 million. This increase was due to expenses associated with a decision
to discontinue the weight loss product Aliten following disappointing consumer uptake post launch.”

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies

Statement of Compliance, page 85

2. Item 17(c) of Form 20-F requires that if the financial statements comply with IFRS as issued by
the IASB, such compliance must be unreservedly and explicitly stated in the notes to the financial
statements. If this requirement has been met, please revise your disclosure to explicitly state
that the financial statements do comply with IFRS as issued by the IASB. Please remove the
disclosure regarding compliance with AIFRS since stating that there are no significant differences
between the primary GAAP used in the preparation of the financial statements and IFRS does not
satisfy the requirement in Item 17(c) of Form 20-F.

Response: The following reflects the revised disclosure requested by comment 2. The Company
respectfully requests that it be permitted to include the following disclosure in its Annual
Report on Form 20-F for the fiscal year ended June 30, 2010 rather than amend its Annual Report on
Form 20-F for the fiscal year ended June 30, 2009 to include such disclosure.

Under the heading “Statement of Compliance” on page 85 we will remove the words “The financial
report complies with Australian Accounting Standards, being Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the
financial report, comprising the financial statements and notes thereto, complies with
International Financial Reporting Standards” and replace with the words “The consolidated
financial statements contained herein comply with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).”

     The
Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments
do not foreclose
the SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defence in any
proceeding initiated by the SEC or any person under the federal securities laws
of the United States.

    Sincerely

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer

Via Facsimile and U.S. Mail
Mail Stop 4720           April 8, 2010   David Seaton Acting Chief Executive Officer and  Chief Financial Officer Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113 Australia
Re:   Novogen Limited
 Form 20-F for the Fiscal Year Ended June 30, 2009
 Filed December 15, 2009
 File Number:  000-29962

Dear Mr. Seaton:

We have reviewed your filing and have the following comments. We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document.  Where indicated, we think you
should revise your document in response to th ese comments.  If you disagree, we will
consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.

 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  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Income Statements, page 81

 1. Please disclose the nature of the costs that are included in cost of sales and
whether and, if so, to what extent cost  of sales includes costs for each item of
revenue (i.e. sale of goods, bank interest, license fees, royalties, dividends and
other).  Further, please disclose in  “Operating and Financial Review and
Prospects” the reason that the percentage decrease in cost of sales is much higher
than the percentage decrease in reve nue for 2007 compared to 2008 and for 2008
compared to 2009.

David Seaton
Novogen Limited April 8, 2010 Page 2    Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies
Statement of Compliance, page 85
 2. Item 17(c) of Form 20-F requires that if  the financial statements comply with
IFRS as issued by the IASB, such complia nce must be unreservedly and explicitly
stated in the notes to the financial statem ents. If this requirement has been met,
please revise your disclosure to explicitly  state that the financial statements do
comply with IFRS as issued by the IASB . Please remove the disclosure regarding
compliance with AIFRS since stating that  there are no signifi cant differences
between the primary GAAP used in the pr eparation of the financial statements
and IFRS does not satisfy the requirem ent in Item 17(c) of Form 20-F.

* * * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please furnish a
cover letter with your amendment that keys your response to our comments and provides
any requested information.  Detailed cover lett ers greatly facilitate our review.  Please
furnish the letter on EDGAR under the form type label CORRESP.  Please understand
that we may have additional comments afte r reviewing your amendm ent and responses to
our comments.
  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.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

David Seaton
Novogen Limited April 8, 2010 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Lisa
Vanjoske, Assistant Chief Accountant, at  (202) 551-3614 if you have any questions
regarding the comments.  In th is regard, do not hesitate to  contact me, at (202) 551-3679.

        S i n c e r e l y ,             J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  May 28, 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 completed our review of your  annual report on Form 20-F and have no
further comments at this time.
Sincerely,
           J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

 cc: Martina A. Brosnahan, Esq. (via facsimile to 212.309.6001)

CORRESP
1
filename1.htm

CORRESP

May 5, 2009

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

Form 20-F/A for the fiscal year ended June 30, 2008

File No. 000-29962

Ladies and Gentlemen:

     The following is the response of Novogen Limited (the “Company”) to the comment set forth in
the letter, dated April 23, 2009 (the “Comment Letter”), from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “SEC”) with respect to the Company’s Annual Report on Form
20-F/A for the fiscal year ended June 30, 2008 (File No. 000-29962).

     Set forth below is the Staff’s comment in italics followed by the Company’s response.

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 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 ended June 30, 2008. We have
reviewed your proposed disclosure in connection with the application for confidential treatment of
certain portions of the agreement and the related amendment which you submitted on March 23, 2009.
It appears that the annual minimum payments you receive under this agreement are material to the
company. Accordingly, please revise your proposed disclosure to include the guaranteed annual
minimum payments set forth in Article 3.01(b)(vii) through Article 3.01(b)(xiii) of the Amendment
to the Patent License Agreement. Please also include a general description of the schedule of
royalty payments 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.

Response: The following reflects the revised disclosure requested by Comment 1. The Company
respectfully requests that it be permitted to include the following disclosure in its Annual Report
on Form 20-F for the fiscal year ended June 30, 2009 rather than amend its Annual Report on Form
20-F for the fiscal year ended June 30, 2008 to include such disclosure.

     In 1997, the Company granted an exclusive royalty-bearing license, with the right to grant
sublicenses, to Protein Technologies International, then a subsidiary of Ralston Purina Company
(“PTI”), covering three of the Company’s patent applications (and U.S. patents arising from such
applications) for the development and commercialization of prescription and non-prescription drug
products and dietary health supplements in which the biologically active component is derived from

soy and consists of at least one isoflavone covered by one of the licensed patent applications (or
U.S. patents arising from such applications). The geographical territory of the license is
worldwide, with the exception of Australia and New Zealand. In 1997, Dupont acquired PTI and PTI
subsequently changed its name to Solae LLC (“Solae”) in connection with a joint venture that it
entered into with Bunge Ltd. In 2004, the parties amended the license to revise the schedule of
minimum annual payments and to provide for payment to be made by Solae to the Company in the event
that Solae sells its isoflavone drug program. The license was transferred to Archer Daniels
Midland Company (“ADM”) in 2005. U.S.
patents have been issued for all three patent applications.

     Under the terms of the transfer, ADM assumed the rights and obligations formerly held by
Solae, including the obligation to make minimum annual payments and royalty payments to the
Company. Notwithstanding the transfer of the license agreement, Solae remains obligated to make
payment to the Company in the event that Solae sells its isoflavone drug program. The license
agreement will terminate upon the expiration or invalidation of the last of the patent applications
and/or patent rights that it covers.

     The Company received minimum annual payments from ADM of U.S. $1,250,000 and U.S. $1,320,000
in the fiscal years 2007 and 2008, respectively. ADM is also required to make the following future
minimum annual payments to the Company:

    (i)

    U.S. $1,430,000 due by December 31, 2009;

    (ii)

    U.S. $1,540,000 due by December 31, 2010;

    (iii)

    U.S. $1,670,000 due by December 31, 2011; and

    (iv)

    U.S. $2,000,000 by December 31, 2012 and annually thereafter for so long as the agreement
effect.

     The annual royalties payable under the terms of the agreement are computed at various
percentages of ADM’s cumulative net sales of prescription and non-prescription drug products and
dietary health supplements covered by the licensed patents. ADM must pay the Company a certain
percentage of its cumulative net sales of the covered products as annual royalties until the
cumulative net sales reach a certain dollar amount. Thereafter, as the cumulative net sales
increase to certain specified dollar amount tiers, the percentage payable as royalties decreases
with each tier. In connection with agreement, the Company received royalty payments from ADM of
A$1.4 million and A$1.7 million in fiscal years 2008 and 2007, respectively.

***

     In response to the Staff’s Comment Letter, the Company has filed an Amended Application for
Confidential Treatment with respect to certain portions of the (i) Patent License Agreement, dated
as of November 13, 1997, by and among Novogen Limited, Novogen Research Pty Limited, Novogen Inc.
(the “Novogen Group”) and Protein Technologies International Inc. and (ii) Amendment to the Patent
License Agreement, dated as of June 21, 2004 by and among Novogen Limited, Novogen Research Pty
Limited, Novogen Inc. and Solae LLC (formerly known as Protein Technologies International Inc.)
(the “Amendment”).

     In connection with the Company’s Amended Application for Confidential Treatment, the Company
filed Amendment No. 2 to its Annual Report on Form 20-F/A for the fiscal year ended June 30, 2008
on May 5, 2009. The purpose of Amendment No. 2 is to replace the version of the Amendment
previously filed as Exhibit 4.11 to Amendment No. 1 with a new version in which certain of the
information previously redacted (specifically, certain of the minimum annual payments set

forth in Article 3.01(b)(vii) through Article 3.01(b)(xiii)) is now included at the request of
the Commission.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defence in any proceeding
initiated by the SEC or any person under the federal securities laws of the United
States.

    Sincerely

NOVOGEN LIMITED

    By:
    /s/ David Seaton

    Name:
    David Seaton

    Title:
    Chief Financial Officer

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

CORRESP
1
filename1.htm

LETTER TO THE S.E.C.

March 20, 2009

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

Form 20-F for the fiscal year ended June 30, 2008
 File No. 000-29962

Ladies and Gentlemen:

     The following is the response of Novogen Limited (the “Company”) to the comment set forth
in the letter, dated February 24, 2009, from the staff (the
“Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) with respect to the Company’s Annual Report on Form

20-F for
the fiscal year ended June 30, 2008 (File No. 000-29962).

     Set forth below is the Staff’s comment in italics followed by the Company’s response.

Item 4. Information on the Company, page 15

Business Overview, page 15

Licensing Arrangements, page 24

1. We note your description of a license agreement with Archer Daniels Midland Company.
Please revise your disclosure to include a description of the material terms of this
agreement, including the term and termination provisions and aggregate potential milestone
payments. We note that in connection with this license, the company received royalty payments
from ADM of A$ 1.4 million and A$ 1.7 million for the fiscal years 2008 and 2007,
respectively. Please include this contract in your description of material contracts under
Item 10 of your Form

20-F and file this agreement as an exhibit to your Form 20-F or provide
us with an analysis supporting your determination that this contract is not material to your
business.

Response: The following reflects the revised disclosure requested by Comment 1. The Company
respectfully requests that it be permitted to include the following disclosure in its Annual
Report on Form 20-F for the fiscal year ended June 30, 2009 rather than amend its Annual
Report on Form 20-F for the fiscal year ended June 30, 2008 to include such disclosure.

     In 1997, the Company granted an exclusive royalty-bearing license, with the right to
grant sublicenses, to Protein Technologies International, then a subsidiary of Ralston Purina
Company (“PTI”), covering three of the Company’s patent applications (and U.S. patents arising
from such applications) for the development and commercialization of prescription and
non-prescription drug products and dietary health supplements in which the biologically active
component is derived from soy and consists of at least one isoflavone covered by one of the
licensed patent applications (or U.S. patents arising from such applications). Subsequent to
the Company’s grant of the license, U.S. patents were issued for all three
patent applications. The geographical territory of the license is worldwide, with the
exception of Australia and New Zealand. In 1997, Dupont acquired PTI and PTI subsequently
changed its name to Solae LLC (“Solae”) in connection with a joint venture

that it entered into with Bunge Ltd. In 2004, the parties amended the license to revise the
schedule of minimum annual payments and to provide for payment to be made by Solae to the Company
in the event that Solae sells its isoflavone drug program. The license was transferred to Archer
Daniels Midland Company (“ADM”) in 2005.

     Under the terms of the transfer, ADM assumes the rights and obligations formally held by
Solae, including the obligation to make minimum annual payments and royalty payments to the
Company. Notwithstanding the transfer of the license agreement, Solae remains obligated to make
payment to the Company in the event that Solae sells its isoflavone drug program. The license
agreement will terminate upon the expiration or invalidation of the last of the patent
applications and/or patent rights that it covers. In connection with
the license agreement, the Company
received royalty payments from ADM of A$l.4 million and A$1.7 million in fiscal years 2008 and
2007, respectively.

***

     The Company has filed an Application for Confidential Treatment with respect to certain
portions of the (i) Patent License Agreement, dated as of November 13, 1997, by and among Novogen
Limited, Novogen Research Pty Limited, and Novogen Inc. (the “Novogen Group”) and Protein Technologies
International Inc. (the “License Agreement”) and (ii) Amendment to the Patent License Agreement,
dated as of June 21, 2004 by and among Novogen Limited, Novogen Research Pty Limited, Novogen Inc.
and Solae LLC (formerly known as Protein Technologies International
Inc.) (the “Amendment”). In
connection with the Application for Confidential Treatment, the Company filed an amendment
to its Annual Report on Form 20-F for the fiscal year ended June 30, 2008 on March
20, 2009 to add the License Agreement and the Amendment as Exhibit 4.10 and Exhibit 4.11,
respectively. Certain portions of Exhibit 4.10 and Exhibit 4.11 filed with the amendment have been
omitted pursuant to the request for Confidential Treatment.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defence in any
proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

    Sincerely

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

February 27, 2009

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C. 20549

Re:     Novogen Limited

Ladies and Gentlemen:

     Novogen Limited (the “Company”) is in receipt of the comment letter, dated February 24,
2009, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended June 30,
2008 (File No. 000-29962).

     The Company will submit its written response to the comments raised by the Staff in the
letter to the SEC via EDGAR no later than Tuesday, March 24, 2009.

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer

Novogen
Limited abn 37 063
259 754 140 Wicks Road, North Ryde NSW 2113, Australia
Telephone +61 2 9878 0088 Facsimile +61 2 9878 0055 novogen@novogen.com
www.novogen.com

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   February 24, 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 filing and have the following comment.

Where indicated, we think you should revise your Form 20-F in response to this
comment.  If you disagree, we will 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 your description of a license ag reement with Archer Daniels Midland
Company.  Please revise your disclosure to  include a descripti on of the material
terms of this agreement, including th e term and termination provisions and

Mr. Philip Johnston
Novogen Limited
February 24, 2009 Page 2
aggregate potential milestone payments.  We note that in connection with this
license, the company received royalty pa yments from ADM of A$1.4 million and
A$1.7 million for fiscal years 2008 and 2007, respectively.  Please include this contract in your descrip tion of materials contracts under Item 10 of your Form 20-
F and file this agreement as an exhibit to your Form 20-F or provide us with an analysis supporting your determination that this contract is not material to your
business.

*    *    *    *

Please amend your Form 20-F and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested information.  Detailed letters greatly facilitate 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.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
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.

Mr. Philip Johnston
Novogen Limited February 24, 2009 Page 3
 Sincerely,

Jeffrey P. Riedler Assistant Director

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                July 14, 2008

Mr. Christopher Naughton
Managing Director
Novogen Limited
140 Wicks Road
North Ryde, New South Wales 2113, Australia

Re:      Novogen Limited
Form 20-F for fiscal year ended June 30, 2007
File No. 0-29962

Dear Mr. Naughton:

We have completed our review of your Form 20-F and have no further comments
at this time.

Sincerely,

Joel Parker
Branch Chief

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                               June 4, 2008

Mr. Christopher Naughton
Managing Director
Novogen Limited
140 Wicks Road
North Ryde, New South Wales 2113, Australia

Re:      Novogen Limited
Form 20-F for fiscal year ended June 30, 2007
File No. 0-29962

Dear Mr. Naughton:

We have reviewed your May 14, 2008 re sponse to our April 11, 2008 letter and
have the following comment. In our comment, we ask you to provide us with information
so we may better understand your disclosure. After reviewing the information provided,
we may raise additional comments and/or  request that you amend your filing.
 Form 20-F for Fiscal Year Ended June 30, 2007

 Item 18. Financial Statements

Note 24 Differences Betw een AIFRS and U.S. GAAP
(iv) Minority interests, page 133
1. In your response to prior comment two, consistent with para graph 22 (c) of IAS
27, you state that minority interests consis t of (i) the amount of those minority
interests at the date of original combin ation; and (ii) the minority’s share of
changes in equity since the date of comb ination. However, you appear to indicate
that under IFRS, minority interests are not allocated their share of profits, losses
and reserves from the share purchase date. Rather they are allocated a share of all
“opening” profits, losses and reserves ba sed on their percentage shareholding at
year end.  Please provide more specific refe rences to the IFRS technical literature
that supports this accounting treatment, particularly supporting your adjustments

Mr. Christopher Naughton
Novogen Limited June 4, 2008 Page 2
 to minority interests and “accumulated losse s,” following the issue of new capital
by a subsidiary.
*    *    *    *

Please respond to the comment within 10 business days or tell us when you will
provide us with a response.  Your lette r should key your response to our comment.
Detailed cover letters greatly facilitate our review.  Please furnish your letter on EDGAR
under the form type label CORRESP.

You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comment.  In this regard, do not he sitate to contact me, at 202-551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

June 13, 2008

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

Form 20-F for the fiscal year ended June 30, 2007

File No. 0-29962

Ladies and Gentlemen:

     The following is the response of Novogen Limited (the “Company”) to the comments set forth in
the letter, dated June 4, 2008 from the staff (the “Staff’) of the U.S. Securities and Exchange
Commission (the “SEC”) with respect to the Company’s Annual Report on Form 20-F for the fiscal year
ended June 30, 2007 (File No. 0-29962).

     Set forth below are the comments of the Staff in italics followed by the Company’s
responses.

Form 20-F for Year Ended June 30, 2007

Item 18. Financial Statements

Note 24 Differences Between AIFRS and U.S. GAAP

(iv) Minority interests, page 133

1. In your response to prior comment two, consistent with paragraph 22 (c) of IAS27, you state
that minority interests consist of (i) the amount of those minority interests at the date of the original combination;
and (ii) the minority’s share of changes in equity since the date of combination. However, you
appear to indicate that under IFRS, minority interests are not allocated their share of profits,
losses and reserves from the share purchase date. Rather they are allocated a share of all
“opening” profits, losses and reserves based on their percentage shareholding at year end. Please
provide more specific references to the IFRS technical literature that supports this accounting
treatment, particularly supporting your adjustments to minority interests and “accumulated losses,”
following the issue of new capital by a subsidiary.

Response: To clarify our response dated May 14, 2008, in compliance with IFRS, we have
allocated to minority interests (1) their proportion of profits, losses and reserves at the date of
the share issue, and (2) their proportion of profits, losses and reserves since the share issue
date. This accounting treatment is in accordance with paragraph 22 (c) of IAS 27, which states:

In preparing consolidated financial statements, an entity combines the financial statements of
the parent and its subsidiaries line by line by adding together like items of assets, liabilities,
equity,

    Novogen Limited  ABN 37 063 259 754  140 Wicks Road, North Ryde NSW 2113, Australia  Telephone +61 2 9878 0088  Facsimile +61 2 9878 0055

novogen@novogen.com www.novogen.com

income and expenses. In order that the consolidated financial statements present
financial information about the group as that of a single economic entity, the following
steps are then taken:

    (c)

    Minority interests in the net assets of consolidated subsidiaries are identified separately
from the parent shareholders’ equity in them. Minority interests in the net assets consist of:

    (i)

    the amount of those minority interests at the date of the original combination calculated in
accordance with IFRS 3; and

    (ii)

    the minority’s share of changes in equity since the date of the combination

In our response dated May 14, 2008 we used the term “opening” to refer to the date of the
share issue in (1) above and therefore our accounting treatment in relation to adjustments to
minority interests, accumulated losses and other equity following the issue of new capital by a
subsidiary is in accordance with IFRS.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments
do not foreclose the SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defence in any proceeding initiated by
the SEC or any person under the federal securities laws of the United States.

    Sincerely

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                April 11, 2008

Mr. Christopher Naughton
Managing Director
Novogen Limited
140 Wicks Road
North Ryde, New South Wales 2113, Australia

Re:      Novogen Limited
Form 20-F for fiscal year ended June 30, 2007
File No. 0-29962

Dear Mr. Naughton:

           We have limited our review of your  filing to those issues we  have addressed in our
comments. In our comments, we ask you to provide us with information to better
understand your disclosure.  Where it requests y ou to revise disclosure, the information
you provide should show us what the revised disclosure will look like and identify the
annual or quarterly filing, as applicable, in which you intend to  first include it.  If you do
not believe that revised disc losure is necessary, explain the reason in your response.
After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Christopher Naughton
Novogen Limited
April 11, 2008 Page 2   Form 20-F for Fiscal Year Ended June 30, 2007

Item 5. Operating and Financial Review and Prospects

Application of Critical  Accounting Policies

Revenue Recognition, page 33
 1. We believe that your disclosure related to estimates of items that reduce gross
revenue, such as certain trade discounts  and returned goods, could be improved.
Please revise your disclosure to include the following information.

a) The nature and amount of each accrual at the balance sheet date and the effect
that could result from using other reas onably likely assumptions than what
you used to arrive at each accrual su ch as a range of reasonably likely
amounts or other type of sensitivity analysis.
b) The factors that you consider in estima ting each accrual such as historical
return of products, levels of inventor y in the distribution channel, estimated
remaining shelf life, price changes from competitors and introductions of generics and/or new products.
c) To the extent that information you consider  in b) is quantifiable, discuss both
quantitative and qualitative informa tion and discuss to what extent
information is from external source s (e.g., end-customer prescription demand,
third-party market research data comparing wholesaler i nventory levels to
end-customer demand). For example, in  discussing your estimate of product
that may be returned, consider disclosing and discussing, preferably by product and in tabular format, the tota l amount of product (in sales dollars)
that could potentially be returned as of the balan ce sheet date and
disaggregated by expiration period.
d) If applicable, discuss any shipments made  as a result of incentives and/or in
excess of your customer’s ordinary course of business inventory level.  Discuss your revenue recognition policy for such shipments.
e) A roll forward of the liability for each estimate for each period presented
showing the following:
• Beginning balance,
• Current provision related to sales made in current period,
• Current provision related to sales made in prior periods,
• Actual returns or credits in current period related to sales made in current period,
• Actual returns or credits in current period related to sales made in prior periods, and

Mr. Christopher Naughton
Novogen Limited
April 11, 2008 Page 3
• Ending balance.
f) In your discussion of results of opera tions for the period to period revenue
comparisons, discuss the amount of and reason for fluctuations for each type
of reduction of gross revenue (i.e. certain trade discounts and product returns) including the effect that changes in y our estimates of these items had on your
revenues and operations.
Note 24 Differences Betw een AIFRS and U.S. GAAP

(iv) Minority interests, page 133
 2. Please tell us how your accounting for minority interests under AIFRS complies with IFRS with references to the applicable se ctions within IFRS.  In addition, please
revise your disclosure to  clarify the following:

• Your disclosure of the income/loss allo cation to minority interests appears to
indicate that these amounts are computed differently under AIFRS and US GAAP. In particular, you state that “under AIFRS minoriti es are allocated
their share of previous pr ofits, losses and reserves acco rding to the percentage
holding at year end.” However, minor ity interest on the statements of
operations for 2007 and 2006 appear to be the same under AIFRS and US GAAP.
• The amount of minority interests reco nciling shareholders’ equity using
AIFRS to US GAAP shown on page 129 a ppears to differ significantly from
the corresponding amounts shown on your balance sheets.

*    *    *    *

Please respond to the comment within 10 business days or tell us when you will
provide us with a response.  Your lette r should key your response to our comment.
Detailed cover letters greatly facilitate our review.  Please furnish 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.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

Mr. Christopher Naughton
Novogen Limited April 11, 2008 Page 4
 • the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comment.  In this regard, do not he sitate to contact me, at 202-551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

RESPONSE LETTER

May 14, 2008

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Novogen Limited

    Form 20-F for the fiscal year ended June 30, 2007

    File No. 0-29962

Ladies and Gentlemen:

     The
following is the response of Novogen Limited (the “Company”) to the
comments set forth in the letter, dated April 11, 2008 from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “SEC”) with respect to the Company’s Annual Report on
Form 20-F for the fiscal year ended June 30, 2007 (File No. 0-29962).

     Set forth below are the comments of the Staff in italics followed by the Company’s responses.

Form 20-F for Year Ended June 30. 2007

Item 5.  Operating and Financial Review and Prospects

Application of Critical Accounting Policies

Revenue Recognition, page 33

1. We
believe that your disclosure related to estimates of items that reduce gross revenue, such as certain trade discounts and returned goods, could be improved. Please revise your disclosure
to include the following information.

    a)

    The nature and amount of each accrual at the balance sheet date and the effect
that could result from using other reasonably likely assumptions than what you used to
arrive at each accrual such as a range of reasonably likely amounts or other type of
sensitivity analysis.

    b)

    The factors that you consider in estimating each accrual such as historical
return of products, levels of inventory in the distribution channel, estimated remaining shelf
life, price changes from competitors and introductions of genetics
and/or new
products.

    c)

    To the extent that information you consider in b) is quantifiable, discuss both
quantitative and qualitative information and discuss to what extent
information is from external sources (e.g., end-customer prescription
demand, third-party market.

    Novogen Limited ABN 37 063 259 754     140 Wicks Road, North Ryde NSW 2113, Australia     Telephone +61 2 9878 0088     Facsimile +61 2 9878 0055

novogen@novogen.com     www.novogen.com

    research data comparing wholesaler inventory levels to end-customer demand). For
example, in discussing your estimate of product that may be returned, consider
disclosing and discussing, preferably by product and in tabular format, the total
amount of product (in sales dollars) that could potentially be returned as of the
balance sheet date and disaggregated by expiration period.

    d)

    If applicable, discuss any shipments made as a result of incentives and/or in
excess of your customer’s ordinary course of business inventory level. Discuss your revenue
recognition policy for such shipments.

    e)

    A roll forward of the liability for each estimate for each period presented
showing the following:

    •

    Beginning balance,

    •

    Current provision related to sales made in current period,

    •

    Current provision related to sales made in prior periods,

    •

    Actual returns or credits in current period related to sales
made in current period,

    •

    Actual returns or credits in current period related to sales
made in prior periods, and

    •

    Ending balance.

    f)

    In your discussion of results of operations for the period to period revenue
comparisons, discuss the amount of and reason for fluctuations for each type of
reduction of gross revenue (i.e. certain trade discounts and product returns)
including the effect that changes in your estimates of these items had on your
revenues and operations.

Response: The following reflect the revised disclosures requested by sub-points (a), (b), (c) and
(e) of Comment 1, While we do not believe the estimates of accrual amounts for returns and
discounts are material, we will include these disclosures in future annual report filings on Form
20-F.

Revised Disclosure for Revenue Recognition

Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to
the Group and the revenue can be reliably measured. In determining the economic benefits,
provisions are made for certain trade discounts and returned goods. The following specific
recognition criteria must also be met:

Sale of goods

Revenue from sale of goods is recognised when the significant risks and rewards of ownership of
the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered
passed to the buyer when the goods have been dispatched to a customer pursuant to a sales order
and invoice. Net sales represent product shipped less actual and estimated future returns, and
slotting fees, rebates and other trade discounts accounted for as reductions of revenue.

Estimates and allowances are based upon known claims and an estimate of additional returns. In
order to calculate our estimates, we regularly monitor historical patterns of returns from, and
discounts to, individual customers.

Returns

Over the last three years, returns and estimates of return liability were not considered material
and are detailed below.

    Balance at

    Charged to

    Beginning of

    Cost and

    Balance at End

    year

    Expense

    Actual Returns

    of Year

    A$’000

    A$’000

    A$’000

    A$’000

    Allowance for Sales returns:

    Year ended June 30, 2005

    499

    573

    616

    456

    Year ended June 30, 2006

    456

    454

    814

    96

    Year ended June 30, 2007

    96

    380

    351

    125

Discounts

Discounts are generally calculated as deductions off our invoice price and as such do not require
significant judgment in determining accrual amounts. Over the last three years, the discounts and
estimate of claims were not considered material and are detailed below:

    Balance at

    Charged to

    Beginning of

    Cost and

    Actual

    Balance at End

    year

    Expense

    Discounts

    of Year

    A$’000

    A$’000

    A$’000

    A$’000

    Allowance for Sales discounts:

    Year ended June 30, 2005

    501

    552

    859

    194

    Year ended June 30, 2006

    194

    895

    952

    137

    Year ended June 30, 2007

    137

    688

    708

    117

Sub-point (d) — Not applicable. Shipments are not made as a result of incentives and/or in excess
of our customers’ ordinary course of business inventory levels.

Sub-point (f) — The movements in amounts charged against sales for returns and discounts did not
have a material effect in explaining period to period revenue comparisons. Should future amounts
become significant, appropriated disclosures will be made in the results of operations in Item 5
(Operating and Financial Review and Prospects).

Note 24 Differences Between AIFRS and U.S. GAAP

(iv) Minority interests, page 133

2. Please tell us how your accounting for minority interests under AIFRS complies with IFRS
with references to the applicable sections within IFRS. In addition, please revise your disclosure
to clarify the following;

Response: AIFRS is identical to IFRS in relation to accounting for minority interests. The
relevant accounting standards are AASB 127 (AIFRS) and IAS 27 (IFRS). In accordance with AASB 127,
minority interests in the net assets consist of:

(i) the amount of those minority interests at the date of the original combination; and

(ii) the minority’s share of changes in equity since the date of the combination.

AASB 127 indicates that following the issue of new capital by a subsidiary, the carrying amount of
the minority interest would be adjusted to reflect the proportionate change in the minority
interest ownership of the subsidiary’s equity, including accumulated losses. Such adjustment is an
equity transaction and does not affect the income statement.

    •

    Your disclosure of the income/loss allocation to minority interests appears to
indicate that these amounts are computed differently under AIFRS and US GAAP. In
particular, you state that “under AIFRS minorities are allocated their share of previous
profits, losses and reserves according to the percentage year
end.” However, minority
interest on the statements of operations for 2007 and 2006 appear to be the same under
AIFRS and US GAAP.

Response: Our accounting treatment under US GAAP for minority interest has been calculated
incrementally as minority interest holding changes. Under AIFRS, minority interests are allocated
their share of previous profits, losses and reserves according to the percentage holding at year
end. As new shares were issued to minority interest at the beginning of each of the 2006 and 2007
years, the resultant calculation of minority interest in the statement of operations for these
years is the same under US GAAP and AIFRS.

    •

    The amount of minority interests reconciling shareholders’ equity using AIFRS to US
GAAP shown on page 129 appears to differ significantly from corresponding amounts shown
on your balance sheets.

Response: When new shares are issued to minority interests, our accounting treatment under US GAAP
is that minority interests only receive a share of profits, losses and reserves from the date that
they have purchased their shares in the company. Under AIFRS, minority interest shareholders are
allocated a share of all opening profits, losses and reserves, based on their percentage
shareholding. Minority interest allocation of equity in the balance sheet differs due to the
allocation of opening balances of profits, losses and reserves under AIFRS.

The US GAAP treatment noted in the paragraph above has been consistently applied since 2004 and is
based on external advice received in 2004 and the application of ARB 51. The significant increase
in the difference between minority interests under US GAAP and AIFRS in the 2007 financial year,
as disclosed in footnote 24, arises due to the application of this treatment to the issuance of
share capital to minority interests by Marshall Edwards, Inc.

Following the Staff’s comment relating to this treatment, we have conducted further research into
the US GAAP treatment of this type of transaction. The application of the accounting treatment for
minority interests contained in SAB 51 and SAB 84 would result in minority interests being
allocated a share of all opening profits, losses and reserves, based on their percentage
shareholding. Under this accounting treatment there would be no difference between US GAAP and
AIFRS for the treatment of minority interest.

We respectfully suggest that revised disclosure is not necessary as all future filings on Form
20-F will not be required to have a US GAAP reconciliation and financial statements will be
presented solely in accordance with AIFRS/IFRS.

The Company acknowledges that;

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the SEC from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defence in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.

    Sincerely

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer

CORRESP
1
filename1.htm

LETTER TO THE SEC

May 2, 2008

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C. 20549

    Re:

     Novogen Limited

Ladies and Gentlemen:

          Novogen Limited (the “Company”) is in receipt of the comment letter, dated April 11, 2008,
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with
respect to the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2007
(File No. 0-29962).

          The Company will submit its written response to the comments raised by the Staff in the
letter to the SEC via EDGAR no later than Friday, May 16, 2008.

    NOVOGEN LIMITED

    By:

 /s/ David Seaton

    Name:
    David Seaton

    Title:
    Chief Financial Officer

Novogen Limited abn 37 063 259 754 140 Wick Road, North Ryde NSW 2113,Australia Telephone +61 2 9878 0088 Facsimile +61 2 9878 0055

nobogen@novogen.com www.novogen.com

CORRESP
1
filename1.htm

LETTER TO THE SEC

April 18, 2008

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C. 20549

    Re:

    Novogen Limited

Ladies and Gentlemen:

     Novogen
Limited (the “Company”) is in receipt of the comment
letter, dated April 11, 2008,
from the staff (the “Staff’) of the U.S. Securities and Exchange Commission (the “SEC”) with
respect to the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2007 (File
No. 0-29962).

     The Company will submit its written response to the comments raised by the Staff in the letter
to the SEC via EDGAR no later than Friday, May 2, 2008.

    NOVOGEN LIMITED

    By:

    /s/ David Seaton

    Name:

    David Seaton

    Title:

    Chief Financial Officer

Novogen limited ABN 37 063 259 754    140 Wicks Road, North Ryde NSW 2113, Australia    Telephone +61 2
9878 0088 Facsimile +61 2 9878 0055
 novogen@novogen.com www.novogen.com