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Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 11, 2006, by and between MARSHALL EDWARDS, INC., a Delaware corporation (the ?Company?), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the ?Investor?).

A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the ?Standby Equity Distribution Agreement?), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company?s common stock, par value $0.000000002 per share (the ?Common Stock?), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to Fifteen Million Dollars ($15,000,000). Capitalized terms not defined herein shall have the meaning ascribed to them in the Standby Equity Distribution Agreement.

B. To induce the Investor to execute and deliver the Standby Equity Distribution Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the ?Securities Act?), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

As used in this Agreement, the following terms shall have the following meanings:

a. ?Person? means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

b. ?Register,? ?registered,? and ?registration? refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis (?Rule 415?), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the ?SEC?).

c. ?Registrable Securities? means the Investor?s Shares, as defined in the Standby Equity Distribution Agreement, the Warrant Shares, as defined in the Standby Equity Distribution Agreement, and the shares of Common Stock issuable to Investors pursuant to the Standby Equity Distribution Agreement.

d. ?Registration Statement? means a registration statement under the Securities Act which covers the Registrable Securities.

2. REGISTRATION.

a. Mandatory Registration. The Company shall prepare and file with the SEC a Registration Statement on Form S-1, S-3 or on such other form as is available and the Company shall cause such Registration Statement to be declared effective by the SEC prior to the first sale to the Investor of the Company?s Common Stock pursuant to the Standby Equity Distribution Agreement. The Company shall cause the Registration Statement to remain effective until the earlier of (i) the full completion of the Commitment Period (as such term is defined in the Standby Equity Distribution Agreement) or (ii) the time at which all Registrable Securities shall be eligible for resale under Rule 144(k).

b. Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities pursuant to the Standby Equity Distribution Agreement, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of such Registrable Securities pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed ?insufficient to cover all of the Registrable Securities? if at any time the number of Registrable Securities issuable on an Advance Notice Date is greater than the number of shares available for resale under such Registration Statement.

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