##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  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
   ANDRX CORPORATION
  Delaware
    
    65-1013859(State or Other Jurisdiction of Incorporation
or Organization)
    
    (I.R.S. Employer
Identification No.)4955 Orange Drive
Davie, Florida
    
    33314(Address of Principal Executive Offices)
    
    (Zip Code)
 (954) 584-0300
 
  None
 Andrx Corporation  Andrx Group common stock, $0.001 par value
 Rights to Purchase Series A Junior Participating Preferred Stock
  x  ̈




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 ̈ x
  x  ̈
  ̈
  Large accelerated filer x
    
    Accelerated filer  ̈
    
    Non-accelerated filer  ̈
   ̈ x
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
  2




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Part III
 Item 10. Directors and Executive Officers of the Registrant.
  Officers:
 Executive OfficerName
    
    Age
    
    Position
    
    SinceThomas P. Rice
    
    56
    
    Andrx Corporation - Chief Executive
    
    2004Officer and a DirectorAngelo C. Malahias
    
    44
    
    Andrx Corporation -- President and
    
    1996Chief Financial OfficerThomas R. Giordano
    
    55
    
    Andrx Corporation - Senior Vice
    
    2004President and Chief Information
OfficerRobert I. Goldfarb
    
    50
    
    Andrx Corporation - Senior Vice
    
    2005President, General Counsel and SecretaryIan J. Watkins
    
    43
    
    Andrx Corporation - Senior Vice
    
    2003President of Human ResourcesLawrence J. Rosenthal
    
    60
    
    Andrx Pharmaceuticals, Inc. - President
    
    2002Nicholas
F. Cappuccino, Ph.D.
    
    53
    
    Andrx Pharmaceuticals, Inc. -Executive Vice President and ChiefScientific and Technical Officer
    
    2005Albert Paonessa III
    
    46
    
    Anda, Inc. - Executive Vice President
    
    2005and Chief Operating Officer
 Thomas P. Rice
 Angelo C. Malahias
 Thomas R. Giordano
 3




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Robert I. Goldfarb
 Ian J. Watkins
 Lawrence J. Rosenthal
 Nicholas F. Cappuccino, Ph.D.
 Albert Paonessa III
 4




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##### 



Directors:
 Director TermName
    
    Age
    
    Position
    
    ExpiresTamara A. Baum
    
    52
    
    Lead Director
    
    2008Joseph E. Breslin
    
    52
    
    Director
    
    2006Lawrence J. DuBow
    
    74
    
    Director
    
    2007Carter H. Eckert
    
    64
    
    Director
    
    2006Irwin C. Gerson
    
    76
    
    Director
    
    2006Elliot F. Hahn, Ph.D.
    
    61
    
    Director
    
    2007Thomas P. Rice
    
    56
    
    Chief Executive Officer and Director
    
    2007Mel Sharoky, M.D.
    
    55
    
    Director
    
    2008
 Tamara A. Baum
 Joseph E. Breslin
 Lawrence J. DuBow
 Carter H. Eckert
 5




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Irwin C. Gerson
 Elliot F. Hahn
 Mel Sharoky, M.D.,
 Indemnification
  6




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##### 



Section 16(a) Beneficial Ownership Reporting Compliance
   Independence Determination
  Audit Committee
  Item 11. Executive Compensation
 Summary Compensation Table
  7




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##### 



Long-TermAnnual Compensation
    
    
    CompensationOther
    
    
    
    
    
    
    SecuritiesFiscal
    
    
    
    
    
    
    
    
    
    
    Annual
    
    
    Restricted Stock
    
    
    Underlying
    
    
    All OtherName And Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus (1)
    
    
    Compensation
    
    
    Awards (2)
    
    
    Options (#)(3)
    
    
    CompensationThomas P. Rice (4)
    
    
    2005
    
    
    $
    556,700
    
    
    $
    700,000
    
    
    $
    187,600
    (5)
    
    $
    1,077,000
    
    
    
    
    
    
    $
    12,600
    (6)Chief Executive Officer
    
    
    2004
    
    
    $
    486,500
    
    
    $
    450,000
    
    
    $
    147,100
    (5)
    
    $
    1,198,400
    
    
    
    150,000
    
    
    $
    8,100
    (6)Angelo C. Malahias
    
    
    2005
    
    
    $
    456,000
    
    
    $
    400,000
    
    
    $
    22,600
    (7)
    
    $
    673,100
    
    
    
    
    
    
    $
    16,100
    (8)President and
    
    
    2004
    
    
    $
    435,100
    
    
    $
    220,100
    
    
    $
    18,300
    (7)
    
    
    
    
    
    
    50,000
    
    
    $
    8,900
    (8)Chief Financial Officer
    
    
    2003
    
    
    $
    379,800
    
    
    $
    190,000
    
    
    $
    17,400
    (7)
    
    
    
    
    
    
    25,000
    
    
    $
    8,400
    (8)Lawrence J. Rosenthal
    
    
    2005
    
    
    $
    390,400
    
    
    $
    156,000
    
    
    $
    43,800
    (9)
    
    $
    538,500
    
    
    
    
    
    
    $
    12,600
    (10)Andrx Pharmaceuticals, Inc.
    
    
    2004
    
    
    $
    375,000
    
    
    $
    150,000
    
    
    $
    21,600
    (9)
    
    
    
    
    
    
    50,000
    
    
    $
    5,100
    (10)President
    
    
    2003
    
    
    $
    329,600
    
    
    $
    181,300
    
    
    $
    21,400
    (9)
    
    
    
    
    
    
    15,000
    
    
    $
    5,000
    (10)Robert
Goldfarb (11)
    
    
    2005
    
    
    $
    318,400
    
    
    $
    185,000
    
    
    $
    7,800
    (11)
    
    $
    431,400
    
    
    
    
    
    
    $
    14,900
    (12)Senior Vice President,General Counsel andSecretaryIan J. Watkins
    
    
    2005
    
    
    $
    318,800
    
    
    $
    100,000
    
    
    $
    19,400
    (13)
    
    $
    403,900
    
    
    
    
    
    
    $
    16,100
    (14)Senior Vice President,
    
    
    2004
    
    
    $
    310,000
    
    
    $
    100,000
    
    
    $
    15,100
    (13)
    
    
    
    
    
    
    30,000
    
    
    $
    8,800
    (14)Human Resources
    
    
    2003
    
    
    $
    202,700
    
    
    $
    91,200
    
    
    $
    117,600
    (13)
    
    $
    88,500
    
    
    
    30,000
    
    
    $
    5,100
    (14)
 
 (1)
    
    2005 and 2004 annual bonuses were paid after the end of the year based on Andrxs and
the executives performance of that year. The 2003 annual bonus amounts include bonuses
earned in 2003, but paid partially in December 2003 and partially in March 2004.(2)
    
    Represents the value of Restricted Stock Units (RSUs) granted to the Named Executive
Officer, determined by multiplying the number of RSUs granted by the closing price of
Andrxs common stock on The Nasdaq National Market on the date of grant. On April 14,
2005, Messrs. Rice, Malahias, Rosenthal, Goldfarb and Watkins were granted 50,000, 31,250,
25,000, 12,500 and 18,750 RSUs, respectively, with a closing price of $21.54. Upon Mr.
Goldfarbs appointment as Senior Vice President, General Counsel and Secretary, on
September 19, 2005, Mr. Goldfarb was granted 10,000 RSUs, with a closing price of $16.21.
Mr. Rice was granted 40,000 RSUs on February 27, 2004, with a closing price of $29.96.
Mr. Goldfarb was granted 7,000 RSUs on January 1, 2003, with a closing price of $14.67.
Mr. Watkins was granted 10,000 RSUs on March 17, 2003, with a closing price of $8.85.
There are no dividend or voting rights associated with the RSUs.(3)
    
    Represents options to purchase shares of Common stock.(4)
    
    Does not include amounts earned by Mr. Rice as an Andrx director from April 1, 2003
through February 2, 2004, the date he became CEO.(5)
    
    Represents $104,900 and $79,600 for 2005 and 2004, respectively, for the payment of
an apartment, per diem amounts, the imputed value of an Andrx automobile and travel costs
to and from his Maryland residence, $75,000 and $63,600 for 2005 and 2004, respectively,
related to the gross-up of such amounts, as well as health insurance premium
reimbursements and group term life insurance benefits.(6)
    
    Represents matching contributions in Andrxs 401(k) plan to the executive of $12,600
and $5,100 for 2005 and 2004, respectively. Also includes $3,000 relating to the 15%
discount provided by Andrx on shares purchased under the Employee Stock Purchase Plan
(ESPP).(7)
    
    Represents health insurance premium reimbursements, group term life insurance
benefits, an automobile allowance and country club membership dues.(8)
    
    Represents matching contributions in Andrxs 401(k) plan to the executive of $12,600,
$5,100 and $5,000, respectively, and $3,500, $3,800 and $3,400 relating to the ESPP
discounts in 2005, 2004 and 2003, respectively.(9)
    
    Represents group term life insurance benefits, an automobile allowance, country club
membership dues, and in 2005, a $17,700 bonus with which Mr. Rosenthal repaid a load made
by Andrx in 1998.(10)
    
    Represents 401(k) matching contributions to the executive.(11)
    
    Represents group term life insurance benefits and an automobile allowance. Mr.
Goldfarb was not an executive officer under Section 16 of the Securities Exchange Act of
1934 in 2004 and 2003.(12)
    
    Represents $12,600 in 401(k) matching contributions in 2005 and $2,300 relating to
the ESPP discounts in 2005. 8




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(13)
    
    Represents group term life insurance benefits, an automobile allowance and country
club expenses, and additionally in 2003, $67,200 in relocation expenses and $38,600
related to the gross-up of the relocation payments for income tax purposes.(14)
    
    Represents matching contributions in Andrxs 401(k) plan to the executive of $12,600,
$5,100 and $5,000, respectively, and $3,500, $3,700 and $1,900 relating to ESPP discounts
in 2005, 2004 and 2003, respectively. Option Grants in Last Fiscal Year
  Stock Options Held at the End of 2005
   Number of SecuritiesUnderlying Unexercised
    
    
    Value of UnexercisedOptions at
    
    
    
    In-The-Money OptionsFiscal Year-End (#)
    
    
    At Fiscal Year-End (1)SharesAcquired
    
    
    ValueName
    
    On Exercise (#)
    
    
    Realized ($)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableThomas P. Rice
    
    
    
    
    
    
    
    
    
    
    160,000
    
    
    
    5,000
    
    
    $
    50,300
    
    
    $
    25,150Angelo C. Malahias
    
    
    65,500
    
    
    
    842,900
    
    
    
    305,617
    
    
    
    12,500
    
    
    $
    355,664
    
    
    $
    12,500Lawrence J. Rosenthal
    
    
    90,000
    
    
    
    562,300
    
    
    
    127,500
    
    
    
    7500
    
    
    $
    7,500
    
    
    $
    7,500Robert I. Goldfarb
    
    
    
    
    
    
    
    
    
    
    63,302
    
    
    
    4,250
    
    
    $
    4,250
    
    
    $
    4,250Ian J. Watkins
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    15,000
    
    
    $
    114,450
    
    
    $
    114,450
 
 (1)
    
    Based on Nasdaq National Market closing price of $16.48 per share for Andrxs common
stock on December 31, 2005. Employment Agreements
  Thomas P. Rice
 Employment Agreement
  9




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Transaction Bonus
  Angelo C. Malahias
  10




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Lawrence J. Rosenthal
    11




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Section 409A Gross-Up Payments for Messrs. Rice, Malahias and Rosenthal
  Robert I. Goldfarb
  Ian J. Watkins
  12




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280G Gross-Up Payments for each of the Named Executive Officers
  Director Compensation
 Certain Relationships and Related Transactions
 2005 Director CompensationCompensationfor Attendance at
    
    
    Value ofBoard and Committee
    
    
    2005 RSU AwardMeetings
    
    
    ($) (1)Tamara A. Baum
    
    $
    97,000
    
    
    $
    340,500Lead DirectorChair of Compensation CommitteeJoseph E. Breslin
    
    $
    62,000
    
    
    $
    227,000Chair of Audit CommitteeLawrence J. DuBow
    
    $
    55,500
    
    
    $
    227,000Carter H. Eckert
    
    $
    47,500
    
    
    $
    227,000Irwin C. Gerson
    
    $
    62,000
    
    
    $
    227,000Elliot F. Hahn, Ph.D. (2)
    
    $
    9,500
    
    
    $
    227,000Mel Sharoky, M.D.
    
    $
    56,000
    
    
    $
    227,000Chair of CG/N Committee
 
 (1)
    
    The vesting information for the 2005 RSU award to Andrxs directors is described
below.(2)
    
    Represents payments made to Dr. Hahn in his capacity as Chairman Emeritus of the
Board during 2005 and beginning November 15, 2005, fees for his attendance at board
meetings. Excludes $80,330 paid to Dr. Hahn as a consultant to Andrx during 2005. 13




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14




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Name and Address
    
    Number of Shares
    
    
    % of Classof Beneficial Owner(1)
    
    Beneficially Owned(2)
    
    
    OutstandingThomas P. Rice
    
    
    301,187
    (3)
    
    
    *Angelo C. Malahias
    
    
    507,627
    (4)
    
    
    *Lawrence J. Rosenthal
    
    
    309,312
    (5)
    
    
    *Thomas Giordano
    
    
    89,320
    (6)
    
    
    *Robert I. Goldfarb
    
    
    107,457
    (7)
    
    
    *Ian J. Watkins
    
    
    88,564
    (8)
    
    
    *Nicholas Cappuccino, Ph.D.
    
    
    30,000
    (9)
    
    
    *Albert Paonessa III
    
    
    67,870
    (10)
    
    
    *Tamara A. Baum
    
    
    75,000
    (11)
    
    
    *Joseph E. Breslin
    
    
    52,500
    (12)
    
    
    *Lawrence J. DuBow
    
    
    108,519
    (13)
    
    
    *Carter H. Eckert
    
    
    42,500
    (14)
    
    
    *Irwin C. Gerson
    
    
    102,528
    (15)
    
    
    *Elliot F. Hahn, Ph.D.
    
    
    1,533,223
    (16)
    
    
    2.1
    %Melvin Sharoky, M.D.
    
    
    529,442
    (17)
    
    
    *All directors and executive
officers as a group (15 persons).
    
    
    3,945,049
    (18)
    
    
    5.2
    %5% or Greater Holders:MMI
Investments, L.P.
1370 Avenue of the Americas
New York, NY 10019
    
    
    9,079,500
    (19)
    
    
    12.3Iridian
Asset Management LLC
276 Post Rd. West
Westport, CT 06880-4704
    
    
    9,055,374
    (20)
    
    
    12.3
 
 *
    
    Less than 1%(1)
    
    Except as otherwise indicated, the address of each person named in the table is
c/o Andrx Corporation, 4955 Orange Drive, Davie, Florida 33314.(2)
    
    Except as otherwise indicated, the persons named in this table have sole voting
and investment power with respect to all outstanding shares of our common stock and shares
of our common stock in which such persons have the right to acquire a beneficial interest
within 60 days of April 15, 2006. Upon completion of the proposed merger with Watson
Pharmaceuticals, each outstanding option to purchase shares of our common stock will be
cancelled in exchange for the right to receive from Watson or the 15




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surviving corporation a lump sum cash payment, without interest, equal to the excess, if
any, of $25.00 over the per share exercise price for the option multiplied by the number of
shares subject to the option, less applicable withholding taxes. If an option has an
exercise price per share that is greater than or equal to $25.00, the holder of the option
will receive no consideration for the cancellation of the option.(3)
    
    Represents 23,568 shares of our common stock held directly by Mr. Rice, 112,619
unvested RSUs and 165,000 shares of our common stock issuable upon the exercise of stock
options, of which 150,000 options to purchase our common stock have exercise prices above
$25.00.(4)
    
    Represents 78,640 shares of our common stock owned directly by Mr. Malahias,
18,400 shares of our common stock held jointly with Mr. Malahias spouse, 4,800 shares of
our common stock held as custodian for Mr. Malahias minor children, 93,928 unvested RSUs
and 311,859 shares of our common stock issuable upon the exercise of stock options, of
which 200,109 options to purchase our common stock have exercise prices above $25.00 per
share.(5)
    
    Represents 8,663 shares of our common stock owned directly by Mr. Rosenthal,
111,000 shares of our common stock held jointly with Mr. Rosenthals spouse, 7 shares of
our common stock held as custodian for Mr. Rosenthals child, 58,392 unvested RSUs and
131,250 shares of our common stock issuable upon the exercise of stock options, of which
120,000 options to purchase common stock have exercise prices above $25.00 per share.(6)
    
    Represents 11,892 shares of our common stock owned directly by Mr. Giordano,
37,428 unvested RSUs and 40,000 shares of our common stock issuable upon the exercise of
stock options, of which 30,000 options to purchase common stock have exercise prices above
$25.00 per share.(7)
    
    Represents 4,436 shares of our common stock owned directly by Mr. Goldfarb,
37,594 unvested RSUs and 65,427 shares of our common stock issuable upon the exercise of
stock options, of which 59,052 options to purchase common stock have exercise prices above
$25.00 per share.(8)
    
    Represents 9,208 shares of our common stock owned directly by Mr. Watkins, 26,857
unvested RSUs and 52,500 shares of our common stock issuable upon the exercise of stock
options, of which 30,000 options to purchase common stock have exercise prices above
$25.00 per share.(9)
    
    Represents 30,000 RSUs owned by Dr. Cappuccino.(10)
    
    Represents 2,566 share of our common stock owned directly by Mr. Paonessa III,
31,928 unvested RSUs and 33,376 shares of our common stock issuable upon the exercise of
stock options, of which 30,000 options to purchase common stock have exercise prices above
$25.00 per share.(11)
    
    Represents 8,500 shares of our common stock owned directly by Ms. Baum, 26,500
unvested RSUs and 40,000 shares of our common stock issuable upon the exercise of stock
options, of which 35,000 options to purchase common stock have exercise prices above
$25.00 per share.(12)
    
    Represents 9,000 shares of our common stock owned directly by Mr. Breslin,
18,500 unvested RSUs and 25,000 shares of our common stock issuable upon the exercise of
stock options, of which 20,000 options to purchase common stock have exercise prices above
$25.00 per share.(13)
    
    Represents 19,014 shares of our common stock owned directly by Mr. DuBow, 25,000
shares of our common stock owned by a family trust, 6,000 shares of our common stock owned
by a family limited partnership, 18,500 unvested RSUs and 40,005 shares of our common
stock issuable upon the exercise of stock options, of which 35,005 options to purchase
common stock have exercise prices above $25.00 per share.(14)
    
    Represents 4,000 shares of our common stock owned directly by Mr. Eckert, 18,500
unvested RSUs and 20,000 shares of our common stock issuable upon the exercise of stock
options, of which 5,000 options to purchase our common stock have exercise prices above
$25.00 per share.(15)
    
    Represents 4,007 shares of our common stock owned directly by Mr. Gerson, 18,500
unvested RSUs and 80,021 shares of our common stock issuable upon the exercise of stock
options, of which 35,021 options to purchase common stock have exercise prices above
$25.00 per share.(16)
    
    Represents 35,000 shares of our common stock held directly by Dr. Hahn,
1,203,211 shares of our common stock owned by a family limited partnership, 24,012 shares
of our common stock held in trust for the benefit of one of Dr. Hahns children, 11,000
unvested RSUs and 260,000 shares of our common stock issuable upon the exercise of stock
options, of which 255,000 options to purchase common stock have exercise prices above
$25.00 per share.(17)
    
    Represents 180,863 shares of our common stock owned directly by Dr. Sharoky,
3,765 shares of our common stock held by Dr. Sharoky as a custodian for his children,
20,007 shares of our common stock held in Dr. Sharokys IRA, 1,131 shares held by Dr.
Sharokys spouse, 18,500 unvested RSUs and 305,176 16




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##### 



shares of our common stock issuable upon the exercise of stock options, of which 5,176
options to purchase common stock have exercise prices above $25.00 per share.(18)
    
    Includes 558,746 unvested RSUs and 1,569,614 shares of our common stock issuable
upon the exercise of stock options, of which 1,009,363 options to purchase common stock
have exercise prices above $25.00 per share.(19)
    
    This information was obtained from a Form 4 filed with the Securities and
Exchange Commission on March 13, 2006. The Form 4 states that the securities are owned
directly by MMI Investments, L.P., the general partner of which, MCM Management, LLC,
owns, indirectly as such general partner, its proportionate interest of these securities;
and of which, MCM Management, LLC disclaims beneficial ownership of the balance of such
securities.(20)
    
    This information was obtained from a Schedule 13G filed with the Securities and
Exchange Commission on February 3, 2006 by Iridian Asset Management LLC on behalf of a
group. The Schedule 13G states that each of Iridian Asset Management LLC, The Governor
and Company of the Bank of Ireland, IBI Interfunding, BancIreland/First Financial, Inc.
and BIAM (US) Inc. has shared voting and dispositive power over 9,055,374 of shares of our
common stock. 17




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##### 



Securities Authorized for Issuance under Equity Compensation Plans
  Number ofsecurities to be
    
    
    Weighted-issued upon
    
    
    average
    
    
    Number of securitiesexercise of
    
    
    exercise price
    
    
    remaining available for futureoutstanding
    
    
    of outstanding
    
    
    issuance under equityoptions,
    
    
    options,
    
    
    compensation planswarrants and
    
    
    warrants and
    
    
    (excluding securities reflectedrights
    
    
    rights
    
    
    in column(a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders:1993 Stock Option Plan and
2000 Stock Option Plan
    
    
    6,108,100
    (2)
    
    $
    35.35
    (3)
    
    
    6,206,500Employee Stock Purchase Plan
    
    
    
    
    
    
    N/A
    
    
    
    328,400Equity compensations plans not
approved by security holders
    
    
    
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    6,108,100
    (2)
    
    $
    35.35
    (3)
    
    
    6,534,900
 
 (1)
    
    On March 2, 2005, our board of directors accelerated the vesting of all of our
out-of-the-money unvested stock options awarded under our option plans which have an
exercise price greater than $21.57, which was the closing price of Andrxs common stock on
March 2, 2005.(2)
    
    Includes an aggregate of 912,100 RSUs. Excludes approximately 1,400 options to
purchase common stock with exercise prices ranging from $314 to $18,491 per share, as a
result of the May 2002 conversion of Cybear common stock into Andrx common stock.(3)
    
    Weighted average exercise price of outstanding options excludes RSUs and the 1,400
common stock options converted in the May 2002 Cybear conversion with exercise prices
ranging from $314 to $18,491. Item 13. Certain Relationships and Related Transactions.
  18




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##### 



Item 14. Principal Accountant Fees and Services
 Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered
Public Accounting Firm
  Audit and Non-Audit Fees
  2005
    
    
    2004Ernst & Young LLP
    
    
    Ernst & Young LLPAudit Fees
    
    $
    2,050,000
    
    
    $
    2,225,000Audit Related Fees
    
    $
    43,000
    
    
    $
    175,000Tax Fees
    
    
    362,000
    
    
    $
    641,000All Other Fees
    
    
    7,400
    
    
    
    
 19




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##### 



Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
  20




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##### 



SIGNATURES
  ANDRX CORPORATIONBy:
    /s/ Thomas P. RiceThomas P. RiceChief Executive OfficerBy:
    /s/ Angelo C. MalahiasAngelo C. MalahiasPresident and Chief Financial Officer   Signatures
    
    Title
    
    Date/s/ Thomas P. Rice

Thomas P. Rice
    
    Chief Executive Officer and Director
(Principal Executive Officer)
    
    May 1, 2006/s/ Angelo C. Malahias

Angelo C. Malahias
    
    President and Chief Financial Officer
(Principal Accounting Officer)
    
    May 1, 2006/s/ Tamara A. Baum

Tamara A. Baum
    
    Director
    
    May 1, 2006/s/ Joseph E. Breslin

Joseph E. Breslin
    
    Director
    
    May 1, 2006/s/ Lawrence J. DuBow

Lawrence J. DuBow
    
    Director
    
    May 1, 2006/s/ Carter H. Eckert

Carter H. Eckert
    
    Director
    
    May 1, 2006/s/ Irwin C. Gerson

Irwin C. Gerson
    
    Director
    
    May 1, 2006/s/ Elliot F. Hahn, Ph.D.

Elliot F. Hahn, Ph.D.
    
    Director
    
    May 1, 2006/s/ Melvin Sharoky, M.D.

Melvin Sharoky, M.D.
    
    Director
    
    May 1, 2006
 21




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##### 



Exhibits
 Exhibit No.
    
    Description
    
    Method of Filing31.1
    
    Certification of Chief Executive
Officer pursuant to Rule 13a-15(e)
and Rule 15d-15(e), promulgated
under the Securities Exchange Act
of 1934, as amended
    
    Filed herewith.31.2
    
    Certification of Chief Financial
Officer pursuant to Rule 13a-15(e)
and Rule 15d-15(e), promulgated
under the Securities Exchange Act
of 1934, as amended
    
    Filed herewith.
 22