Investment, during which time such warrants and shares issuable upon exercise of the warrants may not be sold, subject to certain limited exceptions.

As previously disclosed, ERBA currently beneficially owns, directly or indirectly, 20,034,713 shares of the Company’s common stock, or approximately 72.5% of the issued and outstanding shares of the Company’s common stock, and Suresh Vazirani, executive Chairman of the Board of Directors of the Company, is the Chief Executive Officer and Managing Director of ERBA.  In addition, Kishore “Kris” Dudani, a member of the Company’s Board of Directors, currently serves as the Marketing and Business Development Representative - South, Central and Latin America, of ERBA.  In recognition of such relationships, a committee of the Company’s Board of Directors (the “Committee”) composed of the Company’s other three directors – Philippe Gadal, Pharm.D., David M. Templeton and John B. Harley, M.D., Ph.D., each of whom has been determined to be “independent” under the rules of the NYSE Amex governing the independence of directors and who together comprise a majority of the Company’s Board of Directors – was formed and vested with the authority, on behalf of the Company, to evaluate the advisability to the Company of the Investment and negotiate the terms and conditions thereof.  On April 8, 2011, the Committee unanimously approved the Stock Purchase Agreement and the Investment.  

Under the terms of the Stock Purchase Agreement, the closing of the Investment is subject to certain conditions, including the Company’s receipt of all required stockholder approvals.  Under Section 203 of the Delaware General Corporation Law, the Investment is required to be approved by holders of at least 66-2/3% of the issued and outstanding shares of the Company’s common stock (excluding any shares beneficially owned, directly or indirectly, by ERBA). In addition, under Section 713 of the NYSE Amex Company Guide, the issuance in the Investment of the shares of the Company’s common stock and the warrants, and the shares of the Company’s common stock issued upon exercise of the warrants, is required to be approved by holders of at least a majority of the issued and outstanding shares of the Company’s common stock.  

Under the terms of the Stock Purchase Agreement, the Company is required to promptly file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders of record a Definitive Proxy Statement on Schedule 14A relating to the Company’s 2011 annual meeting of stockholders, which is scheduled to be held on May 20, 2011 for the purpose of, among other things, approving the Investment (under both Section 203 of the Delaware General Corporation Law and Section 713 of the NYSE Amex Company Guide) as well as certain related matters to be set forth and described in detail in such Definitive Proxy Statement on Schedule 14A.  Under the rules and regulations of the SEC, the Company will be required to file a Preliminary Proxy Statement on Schedule 14A with the SEC at least ten days prior to filing and mailing the Definitive Proxy Statement on Schedule 14A.  

The closing of the Investment, and the issuance and delivery of the first installment of shares of the Company’s common stock and the warrants, is expected to occur promptly after such time, if any, as all required stockholder approvals are obtained.  

The foregoing description of the Stock Purchase Agreement and the warrants is only a summary and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement and the Form of Warrant, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and each of which is incorporated into this Item 1.01 in its entirety.

On April 8, 2011, the Company issued a press release announcing the Company entering into the Stock Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.