UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-6533

ALSERES PHARMACEUTICALS, INC.

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		87-0277826 (I.R.S. Employer Identification No.)
239 SOUTH STREET HOPKINTON, MASSACHUSETTS (Address of Principal Executive Offices)		01748 (Zip Code)

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value (Excluding Rights to Purchase Preferred Stock)		Nasdaq Capital Market

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o      No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o      No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ      No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o      No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ

     Based on the last sales price of the registrant’s Common Stock as reported on the NASDAQ Capital Market on December 31, 2009 (the last business day of our most recently completed fiscal quarter), the aggregate market value of the shares of voting stock held by nonaffiliates of the registrant was $1,668,193.

     As of April 26, 2010, there were 27,055,645 shares of the registrant’s Common Stock issued and outstanding.

     None.

 

 

TABLE OF CONTENTS

EXPLANATORY NOTE
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			1
ITEM 11. EXECUTIVE COMPENSATION			4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			11
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			14
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES			15
SIGNATURE			16
EXHIBIT INDEX			17

EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Alseres Pharmaceuticals, Inc. (the “Company”, “our” or “we”) for the year ended December 31, 2009 that was originally filed with the Securities and Exchange Commission on March 31, 2010 and is being filed to provide the information required by Items 10, 11, 12, 13 and 14 of Part III. This Amendment does not otherwise modify or update disclosures in the original filing, or change our previously reported financial statements and other financial disclosure.

PART III

ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

          In January 2010 we announced that 4 of our 7 directors had resigned their positions effective immediately. These directors were Messrs. Brem, Frashier, Preston and Langer. At the time of their resignations and at April 30, 2010 these directors were owed approximately $250,000 in fees for past services as board members.

          At December 31, 2009 our Board of Directors (the “Board”) consisted of seven directors. Set forth below are the names of each member of our Board at December 31, 2009, their ages, the year in which each first became a director and their principal occupations and business experience during the past five years.

						First Year
						Elected as
Name		Age				a Director				Resigned				Position(s) with the Company (6)
Peter G. Savas (5)			61				2004							Chairman of the Board of Directors, Chief Executive Officer and Director
Robert S. Langer, Jr. Sc.D. (3)(4)			61				2000				2010			Former Director
Michael J. Mullen, C.P.A. (1)(2)(3)(5)			51				2004							Director
John T. Preston (1)(2)(5)			60				2004				2010			Former Director
William Guinness (2)			70				2006							Director
Henry Brem (4)			57				2007				2010			Former Director
Gary E. Frashier (1)(3)(4)(5)			73				2007				2010			Former Director

   The principal occupations and qualifications of each director are as follows:

     Peter G. Savas . Mr. Savas has been the Chairman of the Board and our Chief Executive Officer since September 2004. From March 2004 to September 2004, Mr. Savas was the Managing Partner of Tughill Partners, a life sciences consulting firm. From September 2000 to March 2004, Mr. Savas served as Chief Executive Officer and President and, from April 2001 to March 2004, as Chairman, of Aderis Pharmaceuticals, Inc., a privately-held biopharmaceutical company. From 1992 to 2000, Mr. Savas served as President of Unisyn, Inc., a contract manufacturer of biologics, and was also Unisyn’s Chief Executive Officer from 1995 to 2000. Mr. Savas serves on the board of directors of pSivida Corp., a leading drug delivery company.

     Robert S. Langer, Jr., Sc.D. Dr. Langer was a member of our Board from June 2000 through January 2010. Dr. Langer is an Institute Professor at the Massachusetts Institute of Technology (“MIT”) and has been on the faculty of MIT since 1977. Dr. Langer serves on the boards of directors of Momenta Pharmaceuticals, Inc., a biotechnology company, Echo Therapeutics, Inc., a medical device and specialty pharmaceutical company, and Wyeth, a pharmaceutical company. In addition, Dr. Langer is on the board of directors of several private companies.

     Michael J. Mullen, C.P.A. Mr. Mullen has been a member of our Board since June 2004. Mr. Mullen has been the Chief Financial Officer of Magellan Biosciences, Inc., a clinical diagnostics company, since July 2006. From March 2006 to July 2006, Mr. Mullen was an independent consultant. From February 2003 to March 2006, Mr. Mullen was the Chief Financial Officer of JMH Capital, a private equity firm. From September 2000 to December 2002, Mr. Mullen was the Chief Financial Officer of Magellan Discovery Technologies, a private equity sponsored buyout firm.

     John T. Preston . Mr. Preston was a member of our Board from June 2004 through January 2010. Mr. Preston has been a Partner of C Change Investments since June 2008 and President and Chief Executive Officer of Continuum Energy Technologies since April 1999. He is also a Senior Lecturer at MIT. Mr. Preston serves on the board of directors of Clean Harbors, Inc., an environmental services and hazardous waste treatment company. In addition, Mr. Preston is on the board of directors of several private companies.

     William Guinness. Mr. Guinness has been a member of our Board since July 2006. Mr. Guinness has been Chairman of Sibir Energy plc, a UK independent oil and gas production company, since March 1999, having previously been a Non-Executive Director of Pentex Energy plc and Pentex Oil plc. Since 1988, Mr. Guinness has been involved with various private venture capital operations, which cover areas as diverse as metal manufacturing, general aviation and fine art consultancy. Mr. Guinness is also a director of a number of private companies involved in a wide range of commercial activities. Mr. Guinness previously served on our Board of Directors from June 30, 2003 to September 20, 2003.

     Henry Brem. Dr. Brem was a member of our Board from February 2007 through January 2010. Dr. Brem is a professor at Johns Hopkins University School of Medicine and has been on the faculty since 1984. Dr. Brem serves as the Director of the Department of Neurosurgery, Harvey Cushing Professor of Neurosurgery, Ophthalmology, and Oncology. Dr. Brem is also Director of the Hunterian Neurosurgical Research Laboratory. Dr Brem trained in surgery at the Peter Bent Brigham Hospital of Harvard Medical School, and in neurosurgery at the Neurological Institute of New York at Columbia University. Dr. Brem has authored more than 150 articles in scientific journals and has developed FDA-approved therapies for neurological diseases.

     Gary E. Frashier. Mr. Frashier was a member of our Board from February 2007 through January 2010. Mr. Frashier, through his company Management Associates, has been a strategic consultant to emerging growth companies in the life sciences field since January 1999. Since June 2006, Mr. Frashier has served as a director and Executive Vice President, and since June 2007 as Chief Financial Officer and Secretary of Apex BioVentures Acquisition Corporation, a special purpose acquisition company. From 1990 until September 1998, Mr. Frashier served as Chief Executive Officer of OSI Pharmaceuticals, Inc., a biotechnology company, and, from January 1997 until September 2000, as its Chairman of the Board. From 1987 until 1990, Mr. Frashier served as President and CEO of Genex Corporation, a protein engineering company, and from 1984 until 1987, as Chairman and CEO of Continental Water Systems, Inc., a manufacturer and marketer of equipment to produce high purity water used by the pharmaceutical, medical, electronics and research industries. Previously, Mr. Frashier also served as Executive Vice President of Millipore Corporation, a provider of products and services to biopharmaceutical, manufacturing, clinical, analytical and research laboratories, and President of Millipore’s Waters Associates subsidiary. Mr. Frashier serves on the board of directors of Texmira Pharmaceuticals Corporation, a Canadian biopharmaceutical company, Apex BioVentures Acquisition Corp, a blank check company and Achillion Pharmaceuticals, Inc., a biopharmaceutical company.

Code of Business Conduct and Ethics

     We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We amended and restated our Code of Business Conduct and Ethics in July 2005. We have posted the Amended and Restated Code of Business Conduct and Ethics on our website, which is located at www.alseres.com. In addition, we intend to disclose on our website all disclosures that are required by law or The NASDAQ Stock Market, Inc. listing standards concerning any amendments to, or waivers from, any provision of the Code.

Executive Officers:

Effective as of December 31, 2009, Mr. Mark Pykett resigned his position as President and Chief Operating Officer of the Company.

The following is a list of our current executive officers and their principal positions:

								In Current
Name		Age				Position		Position Since
Peter G. Savas			61			Chairman of the Board of Directors and Chief Executive Officer		September 2004
Kenneth L. Rice, Jr., J.D., LL.M., M.B.A.			56			Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary		September 2005 (Executive Vice President, Finance and Administration and Chief Financial Officer since July 2005)

     Kenneth L. Rice, Jr., J.D., LL.M., M.B.A . Mr. Rice was appointed Executive Vice President, Finance and Administration and Chief Financial Officer in July 2005. Mr. Rice was appointed Secretary in September 2005. In June 2005, Mr. Rice served as a part-time consultant to the Company. From April 2001 to June 2005, Mr. Rice served as Vice President, Chief Financial Officer, Chief Commercial Officer and Secretary of Aderis Pharmaceuticals, Inc., a privately-held biopharmaceutical company. From August 1999 through March 2001, Mr. Rice served as Vice President and Chief Financial Officer of MacroChem Corporation, a publicly-traded drug delivery company.

     No family relationships exist between any of our executive officers and our directors. Our executive officers are elected annually by the board of directors and serve until their successors are duly elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires our directors, executive officers (including a person performing a principal policy-making function) and persons who own more than 10% of a registered class of our equity securities (“10% Holders”) to file with the Securities and Exchange Commission initial reports of ownership on a Form 3 and reports of changes in ownership of our common stock and our other equity securities on a Form 4 or Form 5. Directors, executive officers and 10% Holders are required by Securities and Exchange Commission regulations to furnish to us copies of all of the Section 16(a) reports they file. Based solely upon a review of the copies of the Forms 3, 4 and 5 (and any amendments thereto) furnished to us and the written representations made by the reporting persons to us, we believe that during fiscal 2009 each of our directors, officers and 10% Holders filed all of their respective reports required by Section 16(a) in a timely fashion, except as described herein. We were not provided with any information regarding whether or not Robert Gipson, a 10% holder, timely filed Schedule 13 G/A for 2009.

Audit Committee

     Our Board has a standing Audit Committee that currently consists of Messrs. Mullen and Guinness. Our Board has determined that each of the members of the Audit Committee are independent as defined under the the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

     The Board has also determined that Mr. Mullen is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

ITEM 11.		EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2009

     The following table sets forth information concerning compensation for services in all capacities earned by our Chief Executive Officer, our Chief Financial Officer and each other of our executive officers as of December 31, 2009, collectively referred to as the Named Executive Officers for the fiscal years indicated.

																		Incentive
Name and										Stock				Option				Plan				All Other
Principal						Salary				Awards(1)				Awards(2)				Compensation(3)				Compensation(4)				Total
Position		Year				($)				($)				($)				($)				($)				($)
Peter G. Savas			2009			$	408,085			$	—			$	334,373			$	—			$	8,688			$	751,146
Chairman and CEO (5)			2008			$	472,500			$	—			$	304,695			$	—			$	20,313			$	797,508
Mark J. Pykett,			2009			$	304,260			$	—			$	184,828			$	—			$	—			$	489,088
V.M.D, Ph.D, M.B.A.			2008			$	357,000			$	—			$	166,487			$	—			$	11,625			$	535,112
President and Chief Operating Officer(6)
Kenneth L. Rice, Jr.,			2009			$	267.750			$	—			$	184,828			$	—			$	—			$	442,112
J.D., LL.M.,			2008			$	315,000			$	—			$	139,593			$	—			$	11,625			$	466,218
M.B.A. Executive Vice President and Chief Financial Officer

										401(k) Matching
Name		Year				Disability				Contribution ($)				Total ($)
Peter G. Savas			2009			$	8,688			$	—			$	8,688
			2008			$	8,688			$	11,625			$	20,313
Mark J. Pykett,			2009			$	—			$	—			$	—
V.M.D., Ph.D, M.B.A			2008			$	—			$	11,625			$	11,625
Kenneth L. Rice, Jr.,			2009			$	—			$	—			$	—
J.D., LL.M., M.B.A.			2008			$	—			$	11,625			$	11,625

     We have entered into employment agreements with each of our named executive officers, which are effective for one year terms and automatically renew for additional 12 month periods thereafter, unless either party notifies the other party in writing not less than 90 days prior to expiration. These agreements establish base salaries (subject to annual adjustment by the Compensation Committee), provide other benefits, and include confidentiality and non-competition provisions. Subject to certain contingencies, each Named Executive Officer is entitled to a severance allowance in the event that he is terminated in certain circumstances, as more fully described under the caption “Potential Payments Upon Termination or Change-in-Control” below.

     Our Compensation Committee typically makes initial awards of stock options to new executives and additional grants as part of our overall compensation program annually thereafter in conjunction with the review of their individual performance. Historically, we have generally granted stock options subject to time-based vesting, typically over the first three to four years of the ten-year option term. However, in January 2006, the Compensation Committee granted option awards to each of our executive officers, subject to vesting upon the achievement of certain corporate milestones. These performance-based vesting stock options were all cancelled in January 2009 in connection with an option repricing program.

     Vesting and exercise rights cease shortly after termination of employment except in the case of death or disability or as specifically set forth in the respective employment agreements. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.

     We set the exercise price of all stock options to be equal to or greater than the closing price of our common stock on the grant date. No option grants were awarded to our Named Executive Officers in 2009.

Outstanding Equity Awards at Fiscal Year-End 2009

     The following table sets forth information regarding outstanding option awards held by our Named Executive Officers as of December 31, 2009.

		Option Awards
		Number of
		Securities
		Underlying
		Unexercised												Option
		Options												Exercise				Option
		(#)												Price				Expiration
Name		Exercisable												($)				Date
Peter G. Savas			200,000	(1)										$	2.31				3/11/2015
			950,000	(2)										$	1.15				1/31/2014
Mark J. Pykett, V.M.D, Ph.D, M.B.A.			100,000	(1)										$	2.31				3/11/2015
			100,000	(1)										$	3.75				2/4/2015
			425,000	(2)										$	1.15				1/31/2014
Kenneth L. Rice, Jr., J.D., LL.M., M.B.A.			375,000	(2)										$	1.15				1/31/2014

Potential Payments Upon Termination or Change-in-Control

     On March 31, 2006, we entered into employment agreements with each of Messrs. Savas and Rice effective January 1, 2006 for a term of one year. These agreements are collectively referred to as the Employment Agreements. Each Employment Agreement automatically renews for an additional 12 month period, unless either party notifies the other party in writing not less than 90 days prior to expiration.

     In general, in the event of termination without “cause” (as defined in the Employment Agreements) or voluntarily by an executive within one year following a “change in control” (as defined below), the Employment Agreements provide for (i) a cash severance payment equal to the sum of 75% — 100% of the sum of an executive’s highest base salary in effect during the preceding 12 month period and the average annual cash bonus paid during the preceding twenty-four month period, (ii) the continuation of health care benefits for a period of 9 to 12 months following termination of employment, and (iii) full acceleration of the vesting of all of the executive’s unvested equity awards. In the event of termination of employment by us for “disability” (as defined in the Employment Agreements), the Employment Agreements provide for a cash severance payment equal to the sum of 75% — 100% of the sum of an executive’s highest base salary in effect during the preceding 12 month period and the average annual cash bonus paid during the preceding twenty-four month period.

     A “change in control” means:

	(1)		an acquisition of any of our voting securities by any person immediately after which such person has beneficial ownership of 45% or more of the combined voting power of our then outstanding voting securities; or
	(2)		approval by our stockholders of:
			(a) our merger, consolidation, share exchange or reorganization, unless our stockholders, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 51% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation, share exchange or reorganization; or
			(b) our complete liquidation or dissolution; or
			(c) an agreement for the sale or other disposition of all or substantially all of our assets.

     If the employment of any Named Executive Officer is terminated, unless employment is terminated without cause or after the occurrence of a change in control, such Named Executive Officer will remain subject to certain conditions regarding non-competition, non-solicitation and confidentiality, for a period of one year following the date of termination of employment.

Compensation of Directors

     In 2009, our non-employee directors consisted of: (i) Robert S. Langer, Jr.; (ii) Michael J. Mullen; (iii) John T. Preston, (iv) William Guinness, (v) Henry Brem, and (vi) Gary E. Frashier.

          Our non-employee director compensation is as follows:

			(i) an annual retainer of $25,000;
			(ii) a fee per meeting attended of $2,500; and
			(iii) an annual fee of $10,000 for chairing each of the Nominating and Corporate Governance and Science and Technology committees and $20,000 for chairing each of the Audit and Compensation Committees.

     Each new non-employee director is automatically granted an option to purchase 25,000 shares of our common stock, referred to as New Director Options, upon initial election or appointment, or the Automatic Grant Date. The exercise price of any New Director Options granted shall equal the fair market value of shares of our common stock subject thereto on the Automatic Grant Date. New Director Options immediately vest as to 1/3 of the shares with the remaining 2/3 of the shares subject to such New Director Options vesting in equal monthly installments over two years, or New Director Option Vesting.

     Each non-employee director is automatically granted an option to purchase 25,000 shares of our common stock annually, or the Annual Director Options. The Annual Director Options are granted in the fourth quarter of each calendar year, or the Annual Grant Date. The exercise price of any Annual Director Options granted shall equal the fair market value of shares of our common stock subject thereto on the Annual Grant Date. Annual Director Options vest in equal monthly installments over two years, or Annual Director Option Vesting. Newly elected non-employee directors are eligible to receive the Annual Director Options in the fourth quarter of the second calendar year of service.

     During 2008, the Company did not grant the Annual Director Options in accordance with the compensation plan as described above. The Annual Director Options for 2008 were granted in January 2009. No grants for 2009 were made to directors.

As described more fully below, this table sets forth the compensation information for our non-employee directors in 2009:

						Option
		Fees Earned or				Awards ($)				All Other				Total
Name		Paid in Cash ($)(1)				(2)				Compensation ($)				($)
Robert S. Langer, Jr. Sc.D		$	42,500			$	28,750			$	—			$	71,250
Michael J. Mullen, C.P.A		$	47,500			$	28,750			$	—			$	76,250
John T. Preston		$	65,000			$	28,750			$	—			$	93,750
William Guinness		$	47,500			$	28,750			$	—			$	76,250
Henry Brem		$	30,000			$	28,750			$	—			$	58,750
Gary E. Frashier		$	47,500			$	28,750			$	—			$	76,250

     As of December 31, 2009, the number of shares underlying options held by each non-employee director was as follows:

		Number of Securities
		Underlying Unexercised
Name		Options
Robert S. Langer, Jr. Sc.D			160,603
Michael J. Mullen, C.P.A.			125,417
John T. Preston			125,417
William Guinness			80,000
Henry Brem			70,000
Gary E. Frashier			70,000

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership

     The following table sets forth information, as of March 31, 2010, regarding the beneficial ownership of our common stock by:

	•		each person or “group,” as that term is defined in Section 13(d)(3) of the Exchange Act, that beneficially owns more than 5% of our outstanding common stock based on currently available Schedules 13D and 13G filed with the Securities and Exchange Commission;
	•		each of our directors;
	•		each of the Named Executive Officers; and
	•		all of our directors and executive officers as a group.

     Unless otherwise indicated below, the address for each listed director and executive officer is c/o Alseres Pharmaceuticals, Inc., 239 South Street, Hopkinton, Massachusetts 01748. Beneficial ownership shown is determined in accordance with the rules of the Securities and Exchange Commission and, as a result, includes voting and investment power with respect to shares.

		Amount and Nature
		of Beneficial				Percent of
Name and Address of Beneficial Owner		Ownership (1)				Class (2)
5% Beneficial Owners of Common Stock:
Robert L. Gipson (3)			28,423,748				53.5	%
c/o Ingalls & Snyder LLC 61 Broadway, New York, NY 10006
Thomas L. Gipson (4)			6,567,504				12.4
c/o Ingalls & Snyder LLC 61 Broadway, New York, NY 10006
Ingalls & Snyder Value Partners, LP (5)			7,351,872				13.8
61 Broadway, New York, NY 10006
Ingalls & Snyder LLC (6)			2,825,205				5.3
61 Broadway, New York, NY 10006
Arthur Koenig (7)			3,516,500				6.6
c/o Duferco Steel Inc. Metro Park South 100 Matawan Rd Suite 400 Matawan, NJ 07747-3916
Highbridge International LLC (8)			2,695,000				5.1
c/o Highbridge Capital Management, LLC 9 West 57 th Street, 27 th Floor New York, NY 10019

		Amount and Nature
		of Beneficial				Percent of
Name and Address of Beneficial Owner		Ownership (1)				Class (2)
Directors and Named Executive Officers:
Peter G. Savas (9)			1,161,212				2.2
Chairman of the Board and Chief Executive Officer
Kenneth L. Rice, Jr., J.D., LL.M., M.B.A. (10)			379,485					*
Executive Vice President Finance and Administration, Chief Financial Officer and Secretary
Michael J. Mullen, C.P.A. (11)			117,084					*
Director
William Guinness (12)			71,667					*
Director
All directors and executive officers as a group (4 persons) (13)			1,729,448				3.2	%

Equity Compensation Plan Information

     This table shows information about our common stock that may be issued upon the exercise of options under all of our equity compensation plans as of December 31, 2009. As required by the Securities and Exchange Commission rules, we include in footnote (2) to this table a brief description of the material features of our option issuances that have not been approved by our stockholders.

Number of Securities

Remaining Available for Future

issuance Under

Equity Compensation

Number of Securities to be

Weighted-Average

Plans (Excluding

Issued Upon Exercise of

Exercise Price of

Securities Reflected in

Outstanding Options

Outstanding Options

Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

3,695,745

$

1.63

384,172

Total

3,695,745

$

1..63

384,172

(1)

	•		Amended and Restated Omnibus Stock Option Plan;
	•		1998 Omnibus Stock Option Plan;
	•		Amended and Restated 1990 Non-Employee Directors’ Non-Qualified Stock Option Plan; and
	•		2005 Stock Incentive Plan.

          On January 14, 2009, our compensation committee approved the cancellation of options to purchase an aggregate of 2,617,000 shares of the Company’s common stock and the re-grant of options to purchase an aggregate of 2,562,500 shares of the our common stock. The per share exercise prices of the cancelled options ranged from $1.96 to $4.06, with a weighted average exercise price of $2.92. These cancellations were effected under the 2005 Plan and inducement grants pursuant to Nasdaq Marketplace Rule 4350, each of which expressly permitted option exchanges and all re-grants were effected under the 2005 Plan. Each of the re-granted options contains the following terms: (i) an exercise price equal to the fair market value on the grant date which was the last sale price on January 14, 2009, or $1.15 per share; (ii) exercisable through January 31, 2014; and (iii) 50% vesting on the date of grant, 25% vesting on February 28, 2009, and 25% vesting on March 31, 2009.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

     For information relating to a consulting agreement with Mr. Langer, who served during 2009 as a member of our Compensation Committee, see Corporate Governance — Compensation of Directors. For information relating to our employment and severance arrangements with our Named Executive Officers, see “EXECUTIVE COMPENSATION — Potential Payments Upon Termination or Change-in-Control.”

Common Stock

     In November 2008, we completed a private placement with Robert Gipson of 543,478 shares of its common stock which raised $1,000,000 in gross proceeds. In connection with the November 2008 private placement, we also issued warrants (the “November 2008 Warrants”) to purchase 543,478 additional shares of common stock that were exercisable at $1.84 per share between six months and two years after the closing. In connection with the private placement, we agreed with Mr. Gipson (the “Letter Agreement”) that if we sold shares of its common stock at a price below $1.84, subject to certain exceptions, prior to December 31, 2009, Mr. Gipson would be entitled to receive, for no additional consideration, additional shares of common stock and warrants in accordance with a pre-determined formula.

     In January 2009, we completed a private placement with Robert Gipson of 1,000,000 shares of its common stock which raised $1,000,000 in gross proceeds. In addition, we issued an additional 456,522 shares of its common stock to Mr. Gipson pursuant to a Letter Agreement. In connection with the January 2009 private placement, Mr. Gipson agreed to the cancellation of the November 2008 Warrants.

     In February 2009, we entered into a private placement with Cato Holding Company (“Cato”) of 200,000 shares of our common stock at a purchase price of $1.00 per share. In connection with the February 2009 private placement, we agreed with Cato that if we sell shares of our common stock, or securities convertible into common stock, prior to September 30, 2009, and the purchaser of such securities receives warrants to purchase additional shares of common stock (a “Qualified Financing”), subject to certain exceptions, Cato shall be entitled to receive, for no additional consideration, a warrant to purchase shares of common stock with the same terms and conditions as those provided to a purchaser in a Qualified Financing.

     In November 2009, we entered into a private placement with Robert Gipson of 2,500,000 shares of our common stock which raised $1,000,000 in gross proceeds. In addition, in March 2010 we issued an additional 1,500,000 shares of our common stock to Mr. Gipson pursuant to a Letter Agreement.

Promissory Notes

     On March 18, 2008, we amended and restated our outstanding amended and restated unsecured convertible promissory note purchase agreement in favor of Robert L. Gipson, a holder of greater than 5% of our outstanding capital stock, or the March 2008 Amended Purchase Agreement, to (i) increase the amount we could borrow by $5,000,000 to $30,000,000 and (ii) provide that we may incur up to an additional $5,000,000 of indebtedness from the Purchasers upon the same terms and conditions pursuant to the March 2008 Amended Purchase Agreement. In March 2008, we issued a convertible promissory note to Robert Gipson in the aggregate principal amount of $5,000,000 pursuant to the March 2008 Amended Purchase Agreement.

     The amounts borrowed by us under the March 2008 Amended Purchase Agreement bear interest at the rate of 5% per annum and may be converted, at the option of the Purchasers into (i) shares of our common stock at a conversion price per share of $2.50, (ii) the right to receive future royalty payments related to our molecular imaging products (including Altropane and Fluoratec) in amounts equal to 2% of our pre-commercial revenue related to such products plus 0.5% of future net sales of such products for each $1,000,000 of outstanding principal and interest that a Purchaser elects to convert into future payments, or (iii) a combination of (i) and (ii). Any outstanding notes that are not converted into our common stock or into the right to receive future payments will become due and payable by the earlier of December 31, 2010 or the date on which a Purchaser declares an event of default (as defined in the March 2008 Amended Purchase Agreement). However, each Purchaser is prohibited from effecting a conversion if at the time of such conversion the common stock issuable to such Purchaser, when taken together with all shares of common stock then held or otherwise beneficially owned by a Purchaser exceeds 19.9%, or 9.99% for Highbridge and ISVP, of the total number of issued and outstanding shares of our common stock immediately prior to such conversion unless and until our stockholders approve the conversion of all of the shares of common stock issuable thereunder.

     In June 2008, we entered into a convertible promissory note purchase agreement, or the June 2008 Purchase Agreement, with Robert Gipson pursuant to which we could borrow up to $5,000,000. In June 2008, we issued a convertible promissory note to Robert Gipson, or the June 2008 RG Note, in the aggregate principal amount of $5,000,000 pursuant to the June 2008 Purchase Agreement. The terms of the June 2008 Purchase Agreement are consistent with those of the March 2008 Amended Purchase Agreement described above.

     We are subject to certain debt covenants pursuant to the March 2008 Amended Purchase Agreement and the June 2008 Purchase Agreement, or Purchase Agreements as amended. If we (i) fail to pay the principal or interest due under the Purchase Agreements, (ii) file a petition for action for relief under any bankruptcy or similar law or (iii) an involuntary petition is filed against us, all amounts borrowed under the Purchase Agreements may become immediately due and payable by us. In addition, without the consent of the Purchasers, we may not (i) create, incur or otherwise permit to be outstanding any additional indebtedness for money borrowed, (ii) declare or pay any cash dividend, or make a distribution on, repurchase, or redeem, any class of our stock, subject to certain exceptions or sell, lease, transfer or otherwise dispose of any of our material assets or property or (iii) dissolve or liquidate.

     In February 2009, Neurobiologics, Inc., or the Subsidiary, issued to Robert Gipson an unsecured promissory note, pursuant to which the Subsidiary borrowed an aggregate principal amount of $1,000,000 (the “Subsidiary Note”). Interest on the Subsidiary Note accrues at the rate of 7% per annum and all principal and accrued interest is due and payable on demand of Mr. Gipson.

     As of March 31, 2009, we had issued six promissory notes, including the note with the Subsidiary, for an aggregate principal amount of $35,880,000. At December 31, 2009, the aggregate carrying value of the Highbridge Note, the March Notes, the 2007 ISVP Note, the March 2008 RG Note and the June 2008 RG Note of $34,155,632 and the related accrued interest was classified as a long-term liability

     In December 2009, we issued a promissory note to Robert Gipson in the amount of $350,000, payable on demand. The note bears interest at the rate of 7% per annum.

     In each of January, February and March 2010 the Company issued Promissory Notes to Mr. Robert Gipson totaling $800,000. The Notes bear interest at 7% per annum and are due and payable on demand.

     Convertible Preferred Stock

     During 2009 the company completed the following sales of Series F convertible Preferred Stock to Robert Gipson:

		Number of Shares
Date of Issuance		Issued				Gross Proceeds
March 19, 2009			20,000			$	500,000
March 31, 2009			20,000				500,000
April 16, 2009			20,000				500,000
May 12, 2009			40,000				1,000,000
June 10, 2009			20,000				500,000
July 9, 2009			12,000				300,000
July 23, 2009			12,000				300,000
August 11, 2009			12,000				300,000
August 26, 2009			12,000				300,000
September 10, 2009			12,000				300,000
September 28, 2009			16,000				400,000
			196,000			$	4,900,000

     The key terms of the Series F Stock are summarized below:

     Dividend. The Series F Stock is entitled to receive any dividend that is paid to holders of our common stock. Any subdivisions, combinations, consolidations or reclassifications to the common stock must also be made accordingly to Series F Stock, respectively.

     Liquidation Preference. In the event of our liquidation, dissolution or winding up, before any payments are made to holders of our common stock or any other class or series of our capital stock ranking junior as to liquidation rights to the Series F Stock, the holders of the Series F Stock will be entitled to receive the greater of (i) $25.00 per share (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) plus any outstanding and unpaid dividends thereon and (ii) such amount per share as would have been payable had each share been converted into common stock. After such payment to the holders of Series F Stock and the holders of shares of any other series of our preferred stock ranking senior to the common stock as to distributions upon liquidation, the remaining our assets will be distributed pro rata to the holders of our common stock.

     Voting Rights. Each share of Series F Stock shall entitle its holder to a number of votes equal to the number of shares of our common stock into which such share of Series F Stock is convertible.

     In March and April 2009, we entered into three Securities Purchase Agreements to sell 60,000 shares of our Series F Convertible Preferred Stock, $0.01 par value per share, or the Series F Preferred Stock, to Robert Gipson for gross proceeds of $1,500,000.

Indemnity Agreements

     We have entered into indemnity agreements with each of our directors and executive officers containing provisions that may require us, among other things, to indemnify those directors and officers against liabilities that may arise by reason of their status or service as directors and officers. The agreements also provide for us to advance to our directors and officers expenses that they expect to incur as a result of any proceeding against them related to their service as directors and officers.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Registered Public Accounting Firm’s Fees and Other Matters

     The following table summarizes the fees billed to us for professional services rendered by McGladrey & Pullen, LLP and PricewaterhouseCoopers LLP, our prior independent registered public accounting firm, for each of the last two fiscal years:

Fee Category		2009				2008
Audit Fees		$	131,000			$	137,430
Audit-Related Fees			7,500				7,200
Tax Fees			30,000				30,000
All Other Fees			2,445				2,445
Total Fees		$	170,945			$	177,075

Audit Fees

     Audit fees consist of fees for the audit of our consolidated annual financial statements, the review of the interim consolidated financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

     Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include consultations concerning financial accounting and reporting matters not classified as audits.

Tax Fees

     Tax fees consist of fees for tax compliance, tax advice and tax planning services.

All Other Fees

     All other fees for 2009 consisted of fees relating to an accounting research tool.

Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Registered Public Accounting Firm

     Consistent with policies of the SEC regarding independent registered public accounting firm independence and our Audit Committee Charter, our Audit Committee has the responsibility for appointing, retaining, setting compensation and overseeing the work of the independent registered public accounting firm. Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. Our Audit Committee presently pre-approves particular services on a case-by-case basis. In assessing requests for services by the independent registered public accounting firm, our Audit Committee considers whether such services are consistent with the independent registered public accounting firm’s independence, whether the independent registered public accounting firm is likely to provide the most effective and efficient service based upon their familiarity with us, and whether the service could enhance our ability to manage or control risk or improve audit quality.

     All of the audit-related, tax and other services provided by McGladrey & Pullen, LLP and PricewaterhouseCoopers LLP in fiscal year 2009 and related fees were approved in advance by our Audit Committee. None of the services and fees were approved using the “de-minimis” exception under SEC rules.

     Our Audit Committee believes that the provision of the non-audit services above is compatible with maintaining the independent registered public accounting firm’s independence. PricewaterhouseCoopers LLP served as our independent registered public accounting firm for 2006. On April 18, 2007, the Audit Committee of the Board of Directors dismissed PricewaterhouseCoopers LLP as our independent registered public accounting firm. The reports of PricewaterhouseCoopers LLP on our consolidated financial statements as of and for the fiscal years ended December 31, 2005 and 2006 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports of PricewaterhouseCoopers LLP included an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern. During our fiscal years ended December 31, 2005 and 2006 and through April 18, 2007 (the “Relevant Period”), (a) there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to make reference thereto in their reports on the financial statements for such years and (b) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     On April 18, 2007, the Audit Committee selected McGladrey & Pullen, LLP to serve as our independent registered public accounting firm to audit our consolidated financial statements beginning with the fiscal year ending December 31, 2007.

     During the Relevant Period, neither we nor anyone on behalf of us consulted with McGladrey & Pullen, LLP on any matter regarding: (1) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that McGladrey & Pullen, LLP concluded was an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue; or (2) either a disagreement or a reportable event, as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K, respectively.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) The exhibits listed in the accompanying Exhibit Index are filed as part of this Amendment No. 1 to Annual Report on Form 10-K.

     (b) The financial statements are included in the original filing on Form 10-K.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 30th day of April, 2010.

EXHIBIT INDEX

						Incorporated by Reference to
Exhibit								Exhibit				Filing		SEC File
Number				Description		Form		Number				Date		Number
Articles of Incorporation and By-Laws
	3.1			Amended and Restated Certificate of Incorporation, dated March 28, 1996		10-K/A for 12/31/1998			3.1			3/19/1999		000-6533
	3.2			Certificate of Amendment of Certificate of Incorporation, dated June 6, 1997		10-K/A for 12/31/1998			3.1			3/19/1999		000-6533
	3.3			Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated June 28, 1999		10-Q for 9/30/1999			3.5			11/15/1999		000-6533
	3.4			Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated June 14, 2000		10-K for 12/31/2000			3.3			3/29/2001		000-6533
	3.5			Certificate of Correction to the Amended and Restated Certificate of Incorporation, dated March 14, 2001		10-K for 12/31/2000			3.3			3/29/2001		000-6533
	3.6			Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation dated June 11, 2002		Proxy Statement		App. A				5/1/2002		000-6533
	3.7			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated as of July 9, 2003		10-Q for 6/30/2003			3.1			8/13/2003		000-6533
	3.8			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated as of August 5, 2004		10-Q for 6/30/2004			3.1			8/13/2004		000-6533
	3.9			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated as of February 4, 2005		8-K			3.1			2/7/2005		000-6533
	3.10			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated as of June 7, 2007		8-K			3.1			6/8/2007		000-6533
	3.11			Amended and Restated By-Laws, effective as of December 6, 2007		8-K			3.1			12/7/2007		000-6533
Instruments Defining the Rights of Security Holders
	4.1			Specimen certificate evidencing shares of common stock, par value $.01 per share		10-Q for 6/30/2007			4.1			8/14/2007		000-6533
Series D
	4.2			Restated Certificate of Designations, Preferences, and Rights of Series D Preferred Stock		8-A/A		Ex. A to 3.3				9/13/2001		000-6533
Series F
	4.3			Certificate of Designations, Preferences, and Rights of Series F Convertible Preferred Stock		8-K			4.1			3/25/2009		000-6533

						Incorporated by Reference to
Exhibit								Exhibit				Filing		SEC File
Number				Description		Form		Number				Date		Number
Rights Agreement
	4.4			Rights Agreement, dated as of September 11, 2001, including the form of Certificate of Designation with Respect to the Series D Preferred Stock and the form of Rights Certificate, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”)		8-A/A			1			9/13/2001		000-6533
	4.5			Amendment No. 1 to the Rights Agreement, dated November 13, 2001		8-A/A			2			11/25/2002		000-6533
	4.6			Amendment No. 2 to the Rights Agreement, dated November 22, 2002		8-A/A			3			11/25/2002		000-6533
	4.7			Amendment No. 3 to the Rights Agreement, dated March 12, 2003		8-K			99.6			3/13/2003		000-6533
	4.8			Amendment No. 4 to the Rights Agreement, dated December 23, 2003		8-A/A			5			12/29/2003		000-6533
	4.9			Amendment No. 5 to the Rights Agreement, dated March 14, 2005		8-K			4.1			3/15/2005		000-6533
Miscellaneous
	4.10			Form of Warrant issued by the Company under the Securities Purchase Agreement dated November 20, 2008		8-K			10.2			11/25/2008		000-6533
	4.11			Promissory Note dated February 11, 2009 issued by Neurobiologics, Inc. to Robert L. Gipson		8-K			10.1			2/18/2009		000-6533
Ingalls
	4.12			Amended and Restated Registration Rights Agreement, dated as of March 9, 2005, by and among the Company and Ingalls, Robert L. Gipson and Nickolaos D. Monoyios and other Investors		10-K for 12/31/2004			10.42			3/31/2005		000-6533
	4.13			Amendment No. 1, dated August 30, 2005, to the Amended and Restated Registration Rights Agreement, dated as of March 9, 2005, by and among the Company and Ingalls, Robert L. Gipson and Nickolaos D. Monoyios and other Investors		10-Q for 9/30/2005			10.6			11/14/2005		000-6533
	4.14			Common Stock Purchase Agreement, dated March 9, 2005, by and among the Company, Ingalls and other Investors		10-K for 12/31/2004			10.41			3/31/2005		000-6533
	4.15			Common Stock Purchase Agreement, dated August 30, 2005, by and among the Company, Ingalls and other Investors		10-Q for 9/30/2005			10.5			11/14/2005		000-6533
	4.16			Mutual Release of Claims, dated as of June 15, 2004, by and among the Company, S. David Hillson, Marc E. Lanser, Robert L. Gipson, Thomas O. Boucher, Jr., Ingalls & Snyder, LLC and Ingalls		8-K			99.3			6/17/2004		000-6533

Incorporated by Reference to

Exhibit

Exhibit

Filing

SEC File

Number

Description

Form

Number

Date

Number

Material Contracts — Supply, License, Distribution

CMCC

10.1+

License Agreement between CMCC and the Company dated as of May 10, 2006 (Dr. Larry Benowitz) (relating to INOSINE)

10-Q for 6/30/2006

10.1

8/14/2006

000-6533

10.2+

License Agreement between CMCC and the Company dated as of May 10, 2006 (Dr. Zhigang He) (relating to Oncomodulin)

10-Q for 6/30/2006

10.2

8/14/2006

000-6533

Harvard

10.3

License Agreement between President and Fellows of Harvard College (“Harvard”) and NeuroBiologics, Inc. (a subsidiary of the Company) dated as of December 10, 1993 (relating to ALTROPANE)

S-4

10.16

4/12/1995

333-91106

10.4

Amendment, dated May 7, 2004, to License Agreement between Harvard and the Company dated as of December 10, 1993 (relating to ALTROPANE)

10-Q for 6/30/2005

10.6

8/15/2005

000-6533

10.5

License Agreement between Harvard and the Company dated as of March 15, 2000 (relating to ALTROPANE)

S-3/A

10.11

9/3/2002

333-88726

10.6

Amendment, dated May 11, 2004, to License Agreement between Harvard and the Company dated as of March 15, 2000 (relating to ALTROPANE)

10-Q for 6/30/2005

10.4

8/15/2005

000-6533

10.7

License Agreement, effective as of October 15, 1996, between Harvard and the Company; as amended on August 22, 2001 and on May 4, 2004 (relating to FLUORATEC)

10-Q for 9/30/2005

10.8

11/14/2005

000-6533

10.8

Third Amendment, dated April 1, 2007, to License Agreement between Harvard and the Company dated as of October 15, 1996, as amended on August 22, 2001 and on May 4, 2004 (relating to FLUORATEC)

10-Q for 3/31/2007

10.2

5/15/2007

000-6533

Nordion

10.9+

Manufacturing Agreement dated August 9, 2000 between the Company and MDS Nordion, Inc. (“Nordion Agreement”)

10-K for 12/31/2001

10.15

3/29/2002

000-6533

10.10+

Amendment dated August 23, 2001 to Nordion Agreement

10-K for 12/31/2001

10.16

3/29/2002

000-6533

10.11

Amendment No. 2 dated as of September 18, 2002 to Nordion Agreement

10-K for 12/31/2002

10.16

3/31/2003

000-6533

10.12

Amendment No. 3 dated as of November 22, 2003 to Nordion Agreement

10-K for 12/31/2003

10.17

3/30/2004

000-6533

10.13+

Amendment No. 4 dated as of December 22, 2004 to Nordion Agreement

10-K for 12/31/2004

10.48

3/31/2005

000-6533

Incorporated by Reference to

Exhibit

Exhibit

Filing

SEC File

Number

Description

Form

Number

Date

Number

10.14+

Amendment No. 5 dated as of January 24, 2005 to Nordion Agreement

10-K for 12/31/2004

10.48

3/31/2005

000-6533

10.15+

Amendment No. 6 dated as of December 19, 2005 to Nordion Agreement

8-K

99.1

12/19/2005

000-6533

10.16+

Amendment No. 7 dated as of December 7, 2006 to Nordion Agreement

8-K

10.1

12/8/2006

000-6533

10.17+

Amendment No. 8 dated as of December 4, 2007 to Nordion Agreement

8-K

10.1

12/7/2007

000-6533

10.18+

Amendment No. 9 dated as of December 3, 2008 to Nordion Agreement

8-K

10.1

12/8/2008

000-6533

Organix

10.19

License Agreement, effective as of July 1, 2000, between Organix, Inc. and the Company (“Organix Agreement”) (relating to 0-1369)

10-Q for 9/30/2005

10.7

11/14/2005

000-6533

10.20

Amendment, dated May 11, 2004, to Organix Agreement (relating to 0-1369)

10-Q for 9/30/2005

10.7

11/14/2005

000-6533

10.21

Second Amendment, dated April 1, 2007, to Organix Agreement (relating to 0-1369)

10-Q for 3/31/2007

10.3

5/15/2007

000-6533

BioAxone

10.22+

License Agreement, dated December 28, 2006, by and between the Company and BioAxone Therapeutic Inc. (“BioAxone Agreement) (relating to CETHRIN)

8-K

10.1

1/4/2007

000-6533

10.23+

First Amendment, dated March 23, 2007, to BioAxone Agreement (relating to CETHRIN)

10-Q for 3/31/2007

10.1

5/15/2007

000-6533

Material Contracts — Leases

10.24

Lease Agreement, dated as of January 28, 2002, between the Company and Brentwood Properties, Inc. (“Brentwood”)

10-K for 12/31/2004

10.47

3/31/2005

000-6533

10.25

Amendment of Lease, dated September 9, 2005, by and between Brentwood and the Company

10-Q for 9/30/2005

10.1

11/14/2005

000-6533

10.26

Lease Agreement, dated as of June 9, 2005, by and between Straly Corporation and the Company

10-Q for 6/30/2005

10.3

8/15/2005

000-6533

10.27

Sublease, dated September 9, 2005, by and between Small Army, Inc. and the Company

10-Q for 9/30/2005

10.2

11/14/2005

000-6533

10.28

Sublease, dated September 9, 2005, by and between Dell Mitchell Architects, Inc. and the Company

10-Q for 9/30/2005

10.3

11/14/2005

000-6533

						Incorporated by Reference to
Exhibit								Exhibit				Filing		SEC File
Number				Description		Form		Number				Date		Number
Material Contracts — Stock Purchase, Financing and Credit Agreements
	10.29			Third Amended and Restated Convertible Promissory Note Purchase Agreement (unsecured), dated March 18, 2008 by and among the Company and the purchasers listed therein		8-K			10.1			3/20/2008		000-6533
	10.30			Convertible Promissory Note Purchase Agreement (unsecured) dated June 25, 2008, by and between the Company and Robert L. Gipson		8-K			10.1			6/30/2008		000-6533
	10.31			Securities Purchase Agreement, dated November 20, 2008, by and between the Company and Robert L. Gipson		8-K			10.1			11/25/2008		000-6533
	10.32			Letter Agreement, dated November 20, 2008, by and between the Company and Robert L. Gipson		8-K			10.3			11/25/2008		000-6533
	10.33			Securities Purchase Agreement, dated January 8, 2009, by and between the Company and Robert L. Gipson		10-K			10.3			3/31/2010		000-6533
	10.34			Securities Purchase Agreement, dated February 24, 2009, by and between the Company and Cato Holding Company		8-K			10.1			2/27/2009		000-6533
	10.35			Letter Agreement, dated February 24, 2009, by and between the Company and Cato BioVentures		8-K			10.2			2/27/2009		000-6533
	10.36			Securities Purchase Agreement, dated March 19, 2009, by and between the Company and Robert L. Gipson		8-K			10.1			3/25/2009		000-6533
Management Contract or Compensatory Plan or Arrangement
	10.37			Non-Employee Director Compensation Summary		10-K			10.3			3/31/2010		000-6533
	10.38			Executive Officer Compensation Summary		10-K			10.3			3/31/2010		000-6533
	10.39			Form of Indemnity for Directors and Executive Officers		10-K for 12/31/2003			10.32			3/30/2004		000-6533
	10.40			Form of Incentive Stock Option Agreement, as amended		10-Q for 3/31/2005			10.1			5/16/2005		000-6533
	10.41			Form of Non-Statutory Stock Option Agreement, as amended		10-Q for 3/31/2005			10.2			5/16/2005		000-6533
	10.42			Form of Incentive Stock Option Agreement for 2005 Stock Incentive Plan		10-K for 12/31/2005			10.54			3/31/2006		000-6533
	10.43			Form of Non-Statutory Stock Option Agreement for 2005 Stock Incentive Plan		10-K for 12/31/2005			10.55			3/31/2006		000-6533
	10.44			Amended and Restated 1990 Non-Employee Directors’ Non Qualified Stock Option Plan, as amended		10-K			10.4			3/31/2010		000-6533
	10.45			Amended and Restated Omnibus Stock Option Plan		10-K			10.4			3/31/2010		000-6533

Incorporated by Reference to

Exhibit

Exhibit

Filing

SEC File

Number

Description

Form

Number

Date

Number

10.46

Amended and Restated 1998 Omnibus Stock Option Plan

10-K

10.4

3/31/2010

000-6533

10.47

Amended and Restated 2005 Stock Incentive Plan

10-K

10.4

3/31/2010

000-6533

10.48

Director and Officer Indemnity Trust Agreement, dated June 15, 2004, between S. David Hillson, Boston Private Bank & Trust Company and the Company

8-K

99.6

6/17/2004

000-6533

10.49

Amended and Restated Employment Agreement, dated December 31, 2008, between the Company and Peter G. Savas

8-K

10.1

1/6/2009

000-6533

10.50

Amended and Restated Employment Agreement, dated December 31, 2008, between the Company and Mark J. Pykett

8-K

10.2

1/6/2009

000-6533

10.51

Amended and Restated Employment Agreement, dated December 31, 2008, between the Company and Kenneth L. Rice, Jr.

8-K

10.3

1/6/2009

000-6533

10.52

Consulting Agreement dated September 29, 2006, by and between the Company and Robert S. Langer, Jr.

8-K

10.1

10/4/2006

000-6533

31.1

Certification of Chief Executive Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

*

31.2

Certification of Chief Financial Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

*