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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended: December 31, 2010



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

For the transition period from
                     to

Commission file number: 001-34217





Icagen, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 56-1785001                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

4222 Emperor Boulevard, Suite 350

Durham, North Carolina 27703

(Address of principal executive offices, including zip code)

Registrants telephone number, including area code: (919) 941-5206

Securities registered pursuant to Section 12(b) of the Act:



|                                         |  |                                       
|---------------------------------------- |  | --------------------------------------
|Common Stock, $0.001 par value per share |  | The Nasdaq Global Market              
|(Title of class)                         |  | (Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, or the
Securities Act.    Yes  ̈    No x.

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

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, as amended, or the Exchange Act,
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 x    No  ̈

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  ̈    No  ̈

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.     ̈

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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One):



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                    |  | Accelerated filer   ̈        
|Non-accelerated filer   ̈                      |  | Smaller Reporting Company  x
|(Do not check if a smaller reporting company)

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2010, was approximately $11,525,647 based on the closing sale price of the
common stock on such date as reported on the Nasdaq Global Market. For purposes of the immediately preceding sentence, the term affiliate consists of each director, executive officer and greater than 10% stockholder of the registrant.

The number of shares of the registrants common stock, $0.001 par value per share, outstanding on February 28, 2011
was 7,309,768.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants Definitive Proxy Statement for its 2011 Annual Meeting of Stockholders scheduled to be held on
June 2, 2011, or the 2011 Proxy Statement, which will be filed with the Securities and Exchange Commission, or SEC, not later than 120 days after December 31, 2010, are incorporated by reference into Part III of this Annual Report on
Form 10-K. With the exception of the portions of the 2011 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, such document shall not be deemed filed as part of this Annual Report on Form 10-K.

Icagen and our logo are our trademarks. Each of the other trademarks, trade names or service marks appearing in this report belongs to its
respective holder.









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ICAGEN, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010



|         |  |                                                                                                              |  |      |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|         |  | Caption                                                                                                      |  | Page |   
|PART I   |  |                                                                                                              |  |      |    | 
|Item 1.  |  | Business                                                                                                     |  |      | 3  | 
|         |  | Executive Officers of the Registrant                                                                         |  |      | 24 | 
|Item 1A. |  | Risk Factors                                                                                                 |  |      | 25 | 
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  |      | 42 | 
|Item 2.  |  | Properties                                                                                                   |  |      | 42 | 
|Item 3.  |  | Legal Proceedings                                                                                            |  |      | 42 | 
|Item 4.  |  | [Removed and Reserved]                                                                                       |  |      | 42 | 
|PART II  |  |                                                                                                              |  |      |    | 
|Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  |      | 43 | 
|Item 6.  |  | Selected Financial Data                                                                                      |  |      | 44 | 
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                        |  |      | 46 | 
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  |      | 58 | 
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  |      | 58 | 
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure                         |  |      | 58 | 
|Item 9A. |  | Controls and Procedures                                                                                      |  |      | 58 | 
|Item 9B. |  | Other Information                                                                                            |  |      | 60 | 
|PART III |  |                                                                                                              |  |      |    | 
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  |      | 60 | 
|Item 11. |  | Executive Compensation                                                                                       |  |      | 60 | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters               |  |      | 60 | 
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  |      | 61 | 
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  |      | 61 | 
|PART IV  |  |                                                                                                              |  |      |    | 
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  |      | 61 | 
|         |  | Signatures                                                                                                   |  |      | 62 | 
|         |  | Index to Financial Statements                                                                                |  |      | 63 | 
|         |  | Exhibit Index                                                                                                |  |      | 87 | 



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated by reference in this Annual Report on Form 10-K contain forward-looking
statements that involve substantial risks and uncertainties. In some cases you can identify these statements by forward-looking words such as anticipate, believe, could, estimate, expect,
intend, may, should, will, and would, or similar words. You should read statements that contain these words carefully because they discuss future expectations, contain projections of future
results of operations or of financial position or state other forward-looking information. The important factors listed below, as well as any cautionary language elsewhere in this Annual Report on Form 10-K, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially from the expectations described in these forward-looking statements. You should be aware that the occurrence of the events described in the Risk Factors
section below and elsewhere in this Annual Report on Form 10-K could have an adverse effect on our business, results of operations and financial position.

Any forward-looking statements in this Annual Report on Form 10-K are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such
forward-looking statements, possibly materially. We disclaim any duty to update any forward-looking statements.

All numbers
and amounts in this Annual Report on Form 10-K have been adjusted retroactively to reflect the September 21, 2010 one-for-eight reverse stock split.

PART I



|ITEM 1BUSINESS | 
|--------------- | 

Overview

We are a biopharmaceutical company focused on the discovery, development and commercialization of novel orally-administered small molecule
drugs that modulate ion channel targets. Ions are charged particles, such as sodium, potassium, calcium and chloride. Ion channels are protein structures found in virtually every cell of the human body. Ion channels span the cell membrane and
regulate the flow of ions into and out of cells. There are numerous drugs marketed by third parties for multiple indications that modulate ion channels. We believe this demonstrates that ion channels are attractive drug targets.

Our most advanced internal drug candidate is ICA-105665, which we are developing for the treatment of epilepsy and pain. Epilepsy
represents a large and growing market opportunity. According to the Epilepsy Foundation, there is an estimated prevalence of 3.0 million patients in the United States, with approximately 200,000 new cases diagnosed in the United States each
year. Sales of drugs currently marketed for the treatment of epilepsy amount to several billion dollars annually. Sales for these drugs include prescriptions for both epilepsy and other indications, including neuropathic pain. Despite the variety of
drugs currently available, approximately one-third of the epilepsy patient population remains resistant to currently available medical treatment according to Brain, a journal of neurology.

We completed a Phase I single ascending dose study of ICA-105665 at doses up to 400 mg and a multiple ascending dose study at doses up to
600mg. ICA-105665 was generally well tolerated without serious adverse events or drop-outs at all doses tested. Additionally, we reported positive results in a Phase IIa study in patients with photosensitive epilepsy conducted at single doses
ranging from 100mg to 400mg. In an extension to this Phase IIa study to higher doses, at the top dose of 600mg, one patient had a serious adverse event, which in accordance with the trial protocol resulted in a termination of the study and
subsequently led to a clinical hold. During the first quarter of 2011, following a review of data from recently completed clinical studies as well as our proposed protocol for a Phase II clinical trial in patients with treatment resistant epilepsy,
the U.S. Food and Drug Administration, or FDA, notified the Company that the clinical hold on the IND for ICA-105665 had been removed.



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In August 2007, we established a collaboration with Pfizer focused on three specific sodium
channels for the treatment of pain and related disorders. The research term of this collaboration has been renewed and extended twice, most recently through year-end 2011. Under the terms of the agreement, we and Pfizer are combining resources to
identify compounds that target these three ion channels in a global research and development collaboration. We and Pfizer have also formed a joint research committee to monitor and oversee the collaboration. We have granted Pfizer a worldwide
exclusive license, with the right to grant sublicenses, to our patent rights and know-how with respect to drugs arising from the collaboration. Pfizer is responsible for funding all aspects of the collaboration and for worldwide clinical development
and commercialization of drugs arising from the collaboration.

Pursuant to the collaboration arrangement, Pfizer paid us an
initial upfront license fee of $12.0 million. In addition to the upfront license fee, Pfizer is providing us with research and development funding over the research period pursuant to the agreement. Pfizer is obligated to make payments to us upon
achievement of specified research, development, regulatory and commercialization milestones of up to $359 million for each drug candidate developed. We are also eligible to receive tiered royalties, against which Pfizer may credit any
commercialization milestones, based on specified percentages of net product sales. Pfizers obligation to pay us royalties with respect to a product will expire generally on a country-by-country basis on the expiration of the last-to-expire of
specified patent rights covering the product. Pfizer also made two equity investments in our company totaling $15.0 million, and owns approximately 15% of our common stock as of February 28, 2011.

The ion channel targets in the Pfizer collaboration, including the sodium channel Nav1.7 (SCN9A), are important in the generation of
electrical signals in nerve fibers that mediate the initiation, transmission and sensation of pain. During the third quarter of 2010, Pfizer conducted a clinical microdose study in healthy volunteers of several collaboration compounds targeting the
sodium ion channel Nav1.7. Based upon data obtained in this study, the companies announced that one of these compounds had been selected for further clinical studies. Both the conduct of the microdose study in healthy volunteers and the selection of
a compound for further development triggered milestones to Icagen totaling $4.0 million. A Phase I single ascending dose study of the lead compound in this collaboration program was initiated during the fourth quarter of 2010 and is currently in
progress.

In addition to our clinical stage programs, we are also pursuing research stage programs focused on specific ion
channel targets for the treatment of pain and inflammation. All of our research stage programs have been developed internally, and are based upon our ion channel technology platform. This platform includes our comprehensive library of ion channel
genes, parallel high throughput screening systems, our extensive library of ion channel focused small molecules, an extensive database and bioinformatics platform, electrophysiology know-how and technical expertise, and pharmacology and bioanalytics
expertise. We own numerous United States patents and patent applications as well as foreign counterparts to many of these patents and patent applications. Our patent portfolio includes patents and patent applications with claims directed to the
composition of matter, pharmaceutical formulations and methods of use of many of our compounds, including our lead compound ICA-105665.



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Scientific Background

Ion Channels as Drug Targets

Ions generally cannot move freely
across cell membranes, but must enter or exit a cell through pores created by ion channels. Ion channels open and close, or gate, in response to particular stimuli, including ions, other cellular factors, changes in electrical voltage or drugs.

LOGO

The concentration of specific ions in particular cells in the body is critically important to many vital
physiological functions. Consequently, ion channels play a key role in a wide variety of processes in the human body, which can be broadly grouped into three categories:



| |  |  | Electrical impulse generation and conduction along nerves in the central and peripheral nervous system, the heart and other organs;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Signal transduction within and among cells, including immune system cells that, when activated, trigger an inflammatory response; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fluid balance within cells and across cell membranes, including fluid balance in red blood cells, cells in the eye and other cells throughout
the body.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

Small molecule compounds have been shown to both activate and inhibit ion channels. As a result,
ion channels represent an important class of targets for pharmaceutical intervention in a broad range of disease areas. Examples of currently marketed drugs that exert their effects through ion channel modulation include:



| |  |  | calcium channel blockers, such as Norvasc and verapamil, which are used for the treatment of hypertension and various other cardiovascular
disorders;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | sodium channel blockers, such as Lamictal, which is used for the treatment of epilepsy, and lidocaine, a local anesthetic; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | potassium channel blockers, such as Glipizide, which is used in the treatment of diabetes.
| | - |  | ------------------------------------------------------------------------------------------

Despite the number of successful ion channel drugs on the market today, the majority of these drugs were developed without prior
knowledge of their mechanism of action. Only recently have drug researchers identified and cloned a substantial number of ion channel genes, enabling integration of genetic information with the drug discovery process and allowing for a more
methodical and scientific approach to the identification and selection of both the ion channel target and potential drug.

We
believe that many pharmaceutical and biotechnology companies historically have avoided drug discovery programs targeting ion channels due to significant technical challenges and complexities associated



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with the structure and function of ion channels. Ion channel drug discovery is a complex endeavor that requires a comprehensive understanding of ion channel function. Ion channel drug discovery
also requires specialized functional assays to characterize the interaction between a drug and an ion channel and determine the ability of a compound to modify the activity of an ion channel target, often across a range of physiologic conditions.
Functional assays are difficult and time-consuming to develop, tend to be low throughput and require significant technical expertise. Ion channel drug discovery also requires expertise in electrophysiology to determine the effects of drugs on ion
channel activity. Electrophysiology is the study of ion channel function and involves the measurement of the electrical current generated when ions flow through ion channel pores. For these reasons, we believe that the majority of the promising ion
channel targets remain unexploited and that a significant opportunity exists for an integrated approach to ion channel drug discovery that can be applied across a wide spectrum of therapeutic areas.

Ion Channel Complexity

Ion channels are complex protein structures typically comprised of two or more subunits, or building blocks. These subunits associate to form a pore through which ions are able to pass when the channel is
in the open state. Other subunits are important in determining whether an ion channel is gated open or closed or whether the specific ion channel is expressed in a specific cell, tissue or organ. Subunits are capable of associating with each other
in multiple combinations, allowing for the number of ion channel drug targets to be substantially greater than the number of ion channel genes. We have identified and cloned over 300 human ion channel genes coding for these subunits.

Ion channels possess gating mechanisms which may cause the channel to undergo changes in shape or molecular arrangement, called
conformational changes. These conformational changes may occur in response to particular stimuli, including ions, other cellular factors, and changes in electrical voltage or drugs. Conformational changes may expose additional sites on the channels
that can be targeted for drug interactions. In studying the function of ion channels, it is important to understand the different channel conformational states so that potential drugs can be discovered and appropriately characterized.

Ion channels are classified into families based upon the type of ion or ions that pass through the channel and the gating mechanism.
Within a given family, ion channels share similarities in structure and functional properties, facilitating the study of multiple channels within a family. Across different ion channel families, there may also be similarities in structure and
functional properties, although to a lesser degree than within the same family. Despite the potential similarities, there are key areas on ion channels that allow for potent and selective drug interactions.

A comprehensive knowledge base that spans multiple ion channels and ion channel families enhances ion channel drug discovery because it
enables identification of similarities and differences among ion channels. Similarities among channels are important because they can lead to the identification of related chemical structures that have activity against many related ion channels.
These related chemical structures can then be modified to provide for the desired specificity against a particular ion channel target. Similarities among ion channels are also important because they can lead to side effects if a small molecule
modulator is not appropriately targeted. Differences among ion channels are important because they provide the opportunity to develop specific, targeted therapies.

Our Approach to Ion Channel Drug Discovery and Development

Over most of
the past two decades, we have established an interdisciplinary environment that is designed to meet the challenges and complexities faced in ion channel drug discovery. Our capabilities include molecular biology and the use of complex functional
assays, electrophysiology, medicinal and computational chemistry, bioanalytics, pharmacology and clinical development. We believe that this integrated set of capabilities enhances our ability to develop drug candidates that modulate ion channels for
the treatment of a range of diseases with significant unmet medical need and commercial opportunity.



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We utilize a target class approach to drug discovery. Whereas traditional drug discovery
starts with the disease and seeks to identify potential intervention points, or drug targets, our target class approach starts with all potential ion channel targets and seeks to identify applications to the treatment of various diseases. We believe
that our understanding of the ion channel genome and ability to apply this knowledge in a target class approach to drug discovery facilitates our identification of small molecule drug candidates with novel mechanisms of action and enhanced
selectivity and specificity profiles. Moreover, because our drug discovery and development process screens for potential side effects at an earlier stage than some alternative approaches, we believe that this process enables us to identify small
molecule drug candidates that may have a reduced risk of clinical failure and may shorten clinical development timelines.

Complementary to our target class approach is our expertise across the therapeutic areas that are the focus of our current research
efforts. Not only do we have a deep understanding of the functional activity of our ion channel targets, but we also understand the role that these targets play in the relevant physiologic system. For example, much of our current research efforts
are focused on disorders of the central and peripheral nervous system. To understand the role of ion channels in these systems and in the disease areas of interest to us, we have developed the capability to study our targets in a variety of in
vitro and in vivo models. These models include cell-based assays, tissue-based assays, and complex animal models of seizure and pain disorders. We combine our expertise in ion channel targets with our capabilities in systems-based biology
and understanding of physiologic systems to identify attractive opportunities for therapeutic intervention.

Using our drug
discovery and development approach, we have:



| |  |  | developed a clinical stage internal program in epilepsy and pain with what we believe is a novel chemical entity;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | established a clinical stage collaboration program focused on three sodium channel targets for the treatment of pain with a leading pharmaceutical
company; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | developed ongoing research stage programs spanning multiple and diverse therapeutic areas and providing us with a pipeline of compounds that modulate
ion channel targets.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Strategy

Our goal is to become a fully-integrated biopharmaceutical company and a leader in the discovery, development and commercialization of novel small molecule drugs that modulate ion channel targets and
address disease areas with significant unmet medical need and commercial potential. We intend to achieve this goal through the execution of our strategy, key elements of which are as follows:

Build and advance our product candidate pipeline. Through our ion channel drug discovery and development programs, we have
created a pipeline of drug candidates that address diseases with significant unmet medical need and commercial potential across a range of therapeutic areas. Either through our internal efforts or through one or more collaborations, we plan to
pursue the development and commercialization of these drug candidates, including the lead compounds in our collaboration with Pfizer and our lead Phase II compound, ICA-105665, and the other lead compounds that we are developing for the treatment of
epilepsy and pain. We believe that the breadth of our capabilities in ion channel drug discovery technology will enable us to continue to identify and develop additional drug candidates on an efficient and rapid basis. In addition to developing drug
candidates internally, we continue to evaluate opportunities to in-license promising compounds and technologies.

Strengthen and expand our core ion channel drug discovery technologies and development capabilities. All of our drug
candidates and research programs have resulted from our core ion channel drug discovery technologies. We have steadily built these technologies, which span the key disciplines of biology, chemistry and pharmacology, over a number of years. We intend
to continue to invest in these core technologies, including our ion channel focused compound library, as the key to our future research programs and drug candidates. Over the longer term, we also plan to augment our existing development team by
adding personnel with experience in drug safety, regulatory affairs, statistical methods, project management and medical affairs.



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Establish strategic alliances with leading pharmaceutical and biotechnology
companies. We plan to selectively enter into new strategic alliances with leading pharmaceutical and biotechnology companies to assist us in advancing our drug discovery and development programs. We expect that these alliances will provide
us with access to the therapeutic area expertise and research, development and commercialization resources of our existing or future collaborators as well as augment our financial resources. We believe that our expertise in ion channel drug
discovery and development helps us to secure collaborations, such as our collaboration with Pfizer, on attractive terms. We expect that in some of these alliances we will seek to maintain rights in the development of drug candidates and the
commercialization of drugs as part of our effort to build our internal clinical development and sales and marketing capabilities.

Establish specialized sales and marketing capabilities. We plan to retain United States marketing and sales rights or copromotion rights for our product candidates for which we receive
marketing approvals in situations in which we believe it is possible to access the market, or a portion of the market, through a focused, specialized sales force. For example, although ICA-105665 for epilepsy and pain will require a substantial
detailing effort if approved, we believe that a subset of physicians who specialize in the treatment of epilepsy is sufficiently concentrated to enable us to effectively copromote to this market with a small internal sales force. For situations in
which a large sales force is required to access the market and with respect to markets outside of the United States, we generally plan to commercialize our drug candidates through a variety of types of collaboration arrangements with leading
pharmaceutical and biotechnology companies.

Research and Development Programs

We currently have two product candidates in clinical development. ICA-105665, a small molecule compound that targets specific KCNQ ion
channels and which we are developing for the treatment of epilepsy and pain, is in Phase II development. The lead compound in our collaboration with Pfizer, which selectively targets the sodium channel Nav1.7 and is being developed for the treatment
of pain, is currently in Phase I development.

ICA-105665 and our other Lead Compounds for Epilepsy and Pain

Our most advanced compound for the treatment of epilepsy and pain is ICA-105665. ICA-105665 targets specific potassium channels, which are
located primarily on the membrane of nerve cells, or neurons, present in particular regions of the central and peripheral nervous system. In addition, we have identified several backup compounds that also target these channels. We have retained all
worldwide rights to these compounds.

ICA-105665 and Other Lead Compounds for Epilepsy

Disease overview. Epilepsy is a disorder characterized by episodic abnormal electrical activity in the brain resulting in
seizures. There are many causes of epilepsy, including a history of trauma to the brain, tumor, bleeding, metabolic conditions and genetic conditions. There are three principal types of epilepsy:



| |  |  | partial seizures, which affect a portion of the brain;
| | - |  | ------------------------------------------------------



| |  |  | generalized seizures, which affect the entire brain; and
| | - |  | --------------------------------------------------------



| |  |  | absence seizures, a type of generalized seizure that results in temporary loss of consciousness.
| | - |  | ------------------------------------------------------------------------------------------------

Regardless of the underlying cause or the specific type of seizure activity, seizures are the result of abnormal excitability of neurons in the brain
that generate and transmit electrical impulses inappropriately.

Electrical impulses are generated within and between neurons
as a result of ion movements across cell membranes. During an epileptic seizure there may be an imbalance of ion channel activity due to, or leading to, an imbalance in electrical activity in various neurons in specific regions of the brain. By
reducing abnormal neuronal excitability through the modulation of ion channels, drugs may prevent seizures.



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The ion channel target for the lead compounds that we are developing for the treatment of
epilepsy and pain is one of the potassium ion channels responsible for determining the excitability of neurons in the central and peripheral nervous system. This channel is highly expressed in the central nervous system, including regions linked to
seizure disorders, such as the cortex, hippocampus and thalamus. When this channel is activated, it permits the flow of positively charged potassium ions out of the nerve cells in which these channels reside, thereby making the resting membrane
potential inside these cells more negative. This more negative resting membrane potential decreases the electrical excitability of the nerve cell, thereby decreasing the likelihood for inappropriate or excessive electrical signals, such as those
which occur during epileptic episodes. Genetic evidence also suggests a role for this channel in maintaining an appropriate negative resting membrane potential in nerve cells. Specifically, a rare genetic mutation in which this channel is not able
to open properly has been linked to a syndrome involving convulsions in infancy.

Market opportunity and current
treatment. Epilepsy represents a large and growing market opportunity. According to the Epilepsy Foundation, there is an estimated prevalence of 3.0 million patients in the United States, with approximately 200,000 new cases diagnosed
in the United States each year. Sales of drugs currently marketed for the treatment of epilepsy amount to several billion dollars annually. Sales for these drugs include prescriptions for both epilepsy and other indications, including neuropathic
pain. Despite the variety of drugs currently available, approximately one-third of the epilepsy patient population remains resistant to currently available medical treatment according to Brain, a journal of neurology.

Drugs currently approved for the treatment of epilepsy include Neurontin, Depakote, Topamax, Lamictal, Keppra and Tegretol. These drugs
are believed to work through a variety of mechanisms, including inhibition of sodium ion channels and enhancement of an inhibitory neurotransmitter named GABA. Some drugs are more effective against some types of epilepsy than others, and individual
therapy must be tailored to the particular patient. Many patients require combination therapy to adequately control seizure activity. Each of these drugs is associated with side effects, such as dizziness, drowsiness, fatigue, nausea and depression
as well as mood, attention and sleeping disorders, which limit their utility in the treatment of many patients. For patients who are resistant to pharmaceutical treatment, implantable devices or surgery are sometimes considered as therapeutic
options. Although such devices or surgery may be effective for some patients, invasive treatment options carry the risk of bleeding, infection or other complications, are generally reserved for a small subset of severely ill patients and are usually
used only after medical therapy has failed.

ICA-105665 and Other Lead Compounds for Pain

Disease overview. Pain is the leading public health problem in the United States and the most common symptom that leads to
medical care. According to the American Pain Society, the cost of pain, including medical bills and lost workdays, is estimated at $100 billion per year in the U.S. Back pain alone produces chronic disability in one percent of the U.S. population
and is the leading cause of disability in Americans under 45 years old. As the population ages, the already significant problem of chronic pain in the elderly is expected to increase.

Pain can be categorized according to etiology, with inflammatory pain, back pain, cancer pain, migraine headaches, and neuropathic pain
being some of the more common types of pain. According to the American Pain Society, approximately 40 million Americans have arthritis, while more than 26 million Americans, ages 20 to 64, experience frequent back pain. Among cancer
patients, it is estimated that 70% have significant pain during their illness, but fewer than half receive adequate treatment for their pain. More than 25 million Americans suffer migraine headaches, while four million Americans, mostly women,
suffer from fibromyalgia, a complex condition involving widespread pain and other symptoms.

Neuropathic pain is a
particularly severe form of chronic pain that results from damage to the peripheral nervous system. Damage to the nervous system can result in neurons that are highly sensitized and that can produce pain in response to stimuli that would normally
not be perceived as painful. The most common causes of neuropathic pain include diabetes and shingles, both of which are conditions in which there is damage to the



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peripheral nerves. Though rare, neuropathic pain may also be produced by damage to the central nervous system, particularly regions of the brain and spinal cord that are part of the normal pain
pathways, including the thalamus. Neuropathic pain is often severe and notoriously unresponsive to standard pain treatments.

The ion channel target for the lead compounds that we are developing for the treatment of epilepsy and pain is expressed in the central
and peripheral nervous system in pain pathways, including in sensory nerve cells such as the dorsal root ganglia. Near the spinal cord, the dorsal root ganglia collect and integrate pain impulses from the peripheral nerves. We believe that
activation of this ion channel may reduce the excessive neuronal excitability that contributes to the sensation of pain.

Market opportunity and current treatment. A variety of agents are used to treat pain, including non-steroidal
anti-inflammatory drugs, or NSAIDs, cyclooxygenase II inhibitors, or Cox-II inhibitors, opiates, and certain antidepressants and anticonvulsants. NSAIDs are generally used for less severe pain types, while opiates, antidepressants and
anticonvulsants are generally reserved for more serious pain, such as neuropathic pain. The Cox-II inhibitors have been widely used primarily for arthritic pain, although the withdrawal of Vioxx due to safety issues has led to a contraction of the
market for these agents. The worldwide market for pain therapeutics is estimated to be in the tens of billions annually.

Many
anticonvulsants, such as Neurontin, Depakote and Lamictal, that were initially developed for the treatment of epilepsy have subsequently been demonstrated to be effective in other disorders of the central and peripheral nervous system, including
neuropathic pain, bipolar disorder and migraine headache. Despite the availability of several such drugs, neuropathic pain remains a poorly treated condition. According to the International Association for the Study of Pain, Neurontin is the drug
most commonly prescribed for this condition, but is effective in only approximately 30% of patients. In addition, anticonvulsant drugs are associated with a number of side effects, as noted above. According to the International Association for the
Study of Pain, tricyclic antidepressants, such as amitriptyline, and antiarrhythmics, such as mexiletine, also have limited efficacy. The use of antidepressants and antiarrhythmics is limited by their side effects, which may include sedation, nausea
and dizziness.

Two additional agents, Cymbalta and Lyrica, have been approved by the FDA for the treatment of specified types
of neuropathic pain. In clinical trials, the most common side effects associated with Cymbalta included nausea, somnolence, dizziness, dry mouth, constipation, hyperhidrosis, decreased appetite and asthenia, while those associated with Lyrica
included dizziness, somnolence, dry mouth, peripheral edema, blurred vision, weight gain and difficulty with attention. In addition, Lyrica has been labeled as a controlled substance by the FDA, and is therefore subject to a number of
restrictions regarding its distribution and use.

Program Status. ICA-105665 and our other lead compounds target
particular potassium ion channels that are expressed in the central nervous system, including regions linked to seizure disorders such as the cortex, hippocampus and thalamus, and in pain pathways in the central and peripheral nervous system. In
preclinical studies, these compounds:



| |  |  | increased the activity of the target potassium channels in a selective and specific manner in vitro, thereby increasing the outflow of
positively charged potassium ions from the nerve cell and decreasing excessive electrical activity;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | demonstrated broad spectrum anti-epileptic activity, including activity in animal models of partial seizures, generalized seizures and
treatment-resistant seizures; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | demonstrated activity in several animal models of pain, including the Chung model, which is one of the most predictive models of neuropathic pain.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------

During the third quarter of 2007, we initiated a single ascending dose Phase I clinical trial of ICA-105665
to assess the safety, tolerability and pharmacokinetics of this novel compound in healthy volunteers at doses ranging from 30mg to 400mg administered orally. Following this study, we conducted a multiple ascending dose



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trial in healthy volunteers at doses of 50mg, 100mg and 200mg administered orally twice daily for a period of seven days. The multiple ascending dose study was subsequently expanded to include
patients with epilepsy. Two cohorts, comprised of a total of fourteen patients, were studied at doses of 100mg or 200mg administered orally twice daily for a period of seven days. All epilepsy patients were also concurrently receiving one
anti-epileptic drug. In both studies, plasma concentrations in excess of predicted efficacious concentrations were achieved. The compound was well tolerated at all dose levels, and a maximum tolerated dose was not identified. There were no serious
adverse events, no dose limiting toxicities, and no dropouts.

During the first quarter of 2009 we reported that we had
received notification from the FDA that, based on a review of certain preclinical data, ICA-105665 had been placed on partial clinical hold related to the development of ICA-105665 for epilepsy. This action by the FDA was taken following its review
of high-dose seven day toxicity studies performed at the request of the FDA. While in the standard six month rat and nine month monkey preclinical toxicology studies ICA-105665 was generally well tolerated, in the requested high-dose studies a small
percentage of the animals exhibited abnormal movements. Following the submission of additional preclinical data and a revised protocol for a study in patients with photosensitive epilepsy, the FDA lifted the partial clinical hold. During the third
quarter of 2009, we initiated a proof-of-concept pain study in healthy volunteers and a proof-of-concept study of ICA-105665 in patients with photosensitive epilepsy.

The proof-of-concept pain study was a randomized, double-blind, placebo-controlled, cross-over study designed to assess the ability of ICA-105665 to decrease the sensation of pain in response to the
intradermal injection of capsaicin and to a simulated sunburn. ICA-105665 did not reduce the pain elicited in the capsaicin or sunburn models. The compound was well tolerated with no serious adverse events and with similar numbers of adverse events
across treatment groups. Pharmacokinetic parameters were consistent with our expectations.

The photosensitive epilepsy study
was a placebo-controlled, single blind study that followed a standardized protocol that has been utilized in the development of several anti-epileptic agents. The photosensitive epilepsy model is considered by experts in the field to be useful in
establishing proof-of-concept for the treatment of epilepsy. Many currently marketed anti-epileptics have been shown to be active in similar studies during or after their development.

Eligible subjects were those patients with demonstrated epileptiform activity by electroencephalogram, or EEG, in response to photic
stimulation and represent a small subset of the epilepsy population. All subjects continued background therapy with their concomitant anti-epileptic medications through the testing period. The study measured the ability of ICA-105665 to reduce the
photic-induced epileptiform EEG response by comparing the response to a single administration of ICA-105665 with the response to placebo. All EEGs were reviewed by a centralized reader on a blinded basis.

In the initial phase of the study, three doses were tested100mg, 200mg and 400mg. One of four patients at the 100mg dose and two of
four patients at the 400 mg dose demonstrated a positive response to treatment with ICA-105665, as specified by standard pre-defined criteria. At all dose levels tested, ICA-105665 was well tolerated, with no serious adverse events, no dose limiting
toxicities, and no dropouts from the study.

During the second quarter of 2010, we received approval from the FDA to study up
to two additional higher doses of ICA-105665 in extensions to the multiple ascending dose study and the photosensitivity study. In the extension to the multiple ascending dose study, ICA-105665 was safe and well tolerated in healthy volunteers at
daily doses of 500mg and 600mg for a period of seven days. There were no serious adverse events, no dose limiting toxicities, and no dropouts. In the extension to the photosensitivity study, four of six patients at the 500 mg dose demonstrated a
positive response to treatment with ICA-105665, as specified by standard pre-defined criteria. At the 600mg dose, however, the first patient enrolled had a serious adverse event, which was a predefined stopping point for the study. The serious
adverse event resolved within a short period of time and the patient recovered completely. The FDA subsequently notified us that the IND for ICA-105665 had been placed on clinical hold and requested that we submit data from the recently completed
studies as well as our plans for the continued development of ICA-105665. During the first quarter of 2011,



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following a review of data from the extensions to both the multiple ascending dose study and the photosensitivity study, as well as the proposed protocol for a Phase II clinical trial in patients
with treatment resistant epilepsy, the clinical hold for the IND for ICA-105665 was removed. Preparations are underway for a 60 patient Phase II trial of ICA-105665 in patients with refractory partial onset epilepsy, the target population for this
drug candidate.

No assessment of the efficacy or safety of a product candidate can be considered definitive until all
clinical trials needed to support a submission for marketing approval are complete. Success in preclinical or early stage clinical studies does not mean that subsequent clinical trials will confirm the earlier findings.

Subtype Selective Sodium Channel Blockers and Other Compounds for Pain and Related Disorders

Our second most advanced program is our subtype selective sodium channel blocker program for the treatment of pain and related disorders,
which we are conducting in collaboration with Pfizer. The ion channel targets in the Pfizer collaboration, including the sodium channel Nav1.7, are important in the generation of electrical signals in nerve fibers that mediate the initiation,
transmission and sensation of pain. The most advanced compound in this program is currently in a Phase I single dose escalation study. In addition to the targets included in our collaboration with Pfizer, we are also pursuing research programs
directed at other ion channel targets for the treatment of pain and related disorders.

Scientific Overview.
Pain disorders are classified into several categories based upon their cause. Neuropathic pain is a particularly severe pain disorder that results from damage to the central and peripheral nervous system. Inflammatory pain results from the effects
of inflammatory mediators and cellular debris that are released into surrounding tissues as the immune system is activated, whether appropriately to fight infection, or inappropriately, such as in auto-immune disorders, including rheumatoid
arthritis. Both neuropathic pain and inflammatory pain are types of chronic pain.

Ion channels play an important role in the
detection, transmission and cognitive recognition of pain signals. Ion channels are critical at each step in the pain pathway, including the detection of local stimuli, the transmission of the electrical impulses to the brain and the interpretation
of electrical impulses as pain signals. The underlying mechanism through which ion channels are involved in the sensation of pain is through the modulation of the level of excitability of specialized nerve cells in the pain pathway. Consequently, we
believe that by selectively modulating particular ion channels in the pain pathway, the detection, transmission or cognitive recognition of pain can be reduced.

Program Status. We have formed a collaboration with Pfizer focused on three sodium ion channel targets that are expressed in pain pathways in both the central and peripheral nervous system.
During the third quarter of 2010, Pfizer conducted a microdose study in healthy volunteers of several collaboration compounds targeting the sodium ion channel Nav1.7. Based upon data obtained in this study, Pfizer selected one of these compounds for
further clinical studies. The initiation of the microdose study and the selection of a compound for further development triggered milestones to Icagen totaling $4.0 million. A Phase I single ascending dose study of the lead compound in this
collaboration program was initiated during the fourth quarter of 2010 and is currently in progress.

In addition to the
program we are conducting in collaboration with Pfizer, we have also identified several other ion channel targets that are expressed in pain pathways in both the central and peripheral nervous system. For one of these targets, we have identified
lead compounds with in vivo efficacy in animal models of pain disorders.

Inflammatory Disorders

Scientific Overview. Inflammation is a reaction of the body to actual or perceived injury and is characterized by pain,
heat, redness and swelling in the affected area. Under normal circumstances inflammation



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is a protective response, the goal of which is to eliminate both the initial cause of injury, such as bacteria or toxins, and the consequences of such injury, such as dead cells and tissues.
However, if triggered or directed inappropriately, the inflammatory response can itself become harmful, leading to cell, tissue and organ destruction. Examples of such inappropriate or pathologic inflammation include some of the most common and
disabling diseases, such as rheumatoid arthritis, Crohns disease, lupus, psoriasis, asthma and chronic bronchitis. Although several different diseases and mechanisms can trigger the inflammatory response, the underlying process in each of
these diseases is closely related, involving a number of different inflammatory cell types and chemical signaling factors.

Ion channels may play a key role in either the activation or modulation of the inflammatory response. For example, the activation of
T-lymphocytes, an important cell type in this response, is believed to involve the influx of calcium into these cells through specialized ion channels. We believe the opening and closing of ion channels may modulate the movement of some immune
system cells to the site of inflammation, the release of chemical signaling factors from immune system cells and the proliferation of these cells in response to activation of the immune system.

Program Status. We have completed profiling the distribution of all human ion channels known to us in various cells of the
immune system. As a result, we have identified several ion channel targets that are expressed at high levels in some immune system cells and that may play an important role in modulating the inflammatory response. We have discovered compounds that
are active in vitro against some of these targets, and have also demonstrated effects of some of our compounds in animal models of inflammatory diseases.

Our Ion Channel Drug Discovery Technologies

We have established an
integrated set of core technologies for the discovery of drugs that act upon ion channel targets. Our technologies broadly cover the key disciplines of importance to ion channel drug discovery, including molecular biology, electrophysiology, high
throughput screening, chemistry, bioanalytics and pharmacology. Key elements of our core ion channel drug discovery technologies include the following:

Comprehensive Library of Ion Channel Genes

As the foundation of our
ion channel focused drug discovery efforts, we have cloned over 300 human ion channel genes, which we believe represent substantially all of the human ion channel genome. We have approximately 1,000 cell lines comprising many of these genes in a
variety of specific configurations which mimic native channels in the human body. We also have developed a substantial number of cell lines that we can use as functional screening assays. This comprehensive library of clones, cell lines and assays
enables us to:



| |  |  | rapidly initiate new ion channel drug discovery programs;
| | - |  | ---------------------------------------------------------



| |  |  | perform high throughput screens in parallel across multiple ion channel targets; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | understand the relationships among various ion channels and classes of compounds that are active against ion channels.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

Parallel High Throughput Screening Systems

We conduct high throughput screening against our ion channel targets in a parallel manner. Specifically, as we screen a particular ion channel target with a library of small molecules, we simultaneously
screen other important safety or selectivity ion channel targets with the same set of compounds. The data we derive from these parallel screens provide important information not just on the potency of the compounds on the target of interest, but
also on the potential of these compounds to cause side effects from activity at other ion channels. This approach enables us to focus our medicinal chemistry efforts only on those compounds that demonstrate both potency and selectivity for the
target, thereby eliminating compounds that are likely to induce significant side effects. We believe that we apply this type of parallel screening earlier in the drug development process than many other companies pursuing ion channel drug discovery
and that this approach may reduce our risk of failure in clinical trials.



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Extensive Library of Ion Channel Focused Small Molecules

We have developed an extensive library of approximately 250,000 small molecules that have been selected for potential activity at ion
channel targets. We have used our experience in working across a range of different ion channel targets to develop this library. We have found that some families of compounds show increased levels of activity against particular classes of ion
channels. Through our synthetic medicinal chemistry efforts, we continually enrich and expand our small molecule compound library with compounds that have demonstrated activity at ion channel targets.

Extensive Database and Bioinformatics Platform

We have built an extensive database containing information on many ion channels across most ion channel families. We use this database to capture information we have obtained from studying the
interactions between ion channel targets and small molecule compounds, and we apply this information across our drug discovery programs. We have created a discovery informatics infrastructure that facilitates our efficient management of large and
complex data sets representing valuable ion channel information. We organize this data in a format that is readily accessible by our scientists, thereby facilitating decision making. Our database contains important information regarding:



| |  |  | the characterization of each of our targets and compounds;
| | - |  | ----------------------------------------------------------



| |  |  | the potency and selectivity of particular compounds or groups of compounds against ion channel targets we have studied;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | bioanalytical and pharmacological data; and
| | - |  | -------------------------------------------



| |  |  | information accessed from other proprietary and publicly available databases and sources.
| | - |  | -----------------------------------------------------------------------------------------

Electrophysiology Know-How and Technical Expertise

We have assembled an experienced electrophysiology group equipped with state-of-the-art technologies and the capability to perform a wide variety of electrophysiologic measurements. The skill and
expertise of our electrophysiology group enables us to understand the function of each of our ion channel targets under varying physiologic conditions and its modulation by drug candidates. Through the detailed analyses performed by this group, we
are better able to understand the likely role of the channel in the tissue of interest and the likely effects of its modulation by small molecule compounds. In addition to our expertise in the application of traditional electrophysiologic
techniques, we have also advanced our capabilities through the integration of high throughput electrophysiology equipment and techniques into our drug discovery process.

Pharmacology and Bioanalytics Expertise

We conduct iterative in
vitro and in vivo testing of our compounds to characterize their pharmacologic and pharmacokinetic properties in detail. We employ a wide variety of animal models in disease areas of interest to understand the activity of our drug
candidates in appropriate model systems. We also have advanced on-site bioanalytic capabilities in order to rapidly provide our scientists with important data regarding compound pharmacokinetics and metabolism.

Key Features of our Technology

We believe that our integrated technology platform enhances our capabilities in the discovery of drugs that act upon ion channel targets. We believe that our platform has the following key features:

Efficiencies Across Research Programs. By working broadly across the human ion channel genome, we can realize
significant efficiencies in our drug discovery process, both in biology and in chemistry. Ion channels within a given family often share common characteristics. For example, when we determine the appropriate



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molecular biology techniques for constructing a cell line and high throughput screening assay for one member of a particular ion channel family, we typically obtain information that is important
in determining the appropriate techniques for other members of the same family. Similarly, because of the structural similarity among ion channels of a given family, compounds in a series that are active at one member of a particular family may
assist us in our efforts to identify compounds that are active at other members of the same family as well.

Efficient
Target Validation and Lead Generation. While traditional drug discovery starts with the disease and seeks to identify potential intervention points, or drug targets, our target class approach starts with all potential ion channel targets and
seeks to identify applications to the treatment of various diseases. We believe that our approach provides for a more efficient drug discovery process, because our in-depth understanding of the targets and methods for finding small molecule
modulators of these targets obviates the need to develop new research tools each time a new target is identified. Instead, we use our knowledge and skill to quickly find potential small molecule modulators of particular ion channel targets. We then
use these small molecules to validate the particular target in a relevant animal model of the disease. If such a small molecule demonstrates activity in a therapeutically relevant animal model, it both validates the target and provides a starting
point for further medicinal chemistry efforts. We believe that our target class approach, combined with our integrated target validation and lead generation process, represents a more efficient drug discovery process than many traditional
approaches.

Accelerated Development Cycle. Several elements of our technology platform contribute to an
acceleration of the development cycle, including our cell lines and assay systems for many of our ion channel targets, our parallel high throughput screening systems, and our focused library of ion channel active compounds. In addition, our
computational chemistry technology reduces the need for screening large collections of compounds. Finally, our internal capabilities in animal studies, including our high throughput bioanalytics, which involve the measurement of compounds in
relevant animal systems, enable us to rapidly identify potent and selective drug candidates. When combined, these components of our discovery technology have enhanced our ability to efficiently advance from the initiation of a program to preclinical
studies, thus allowing us to work simultaneously on several ion channel targets across a range of therapeutic areas.

Our Collaborations

A key element of our strategy is to establish strategic collaborations with leading pharmaceutical and biotechnology
companies. We currently have one active collaboration with Pfizer. Our collaboration with Astellas Pharma Inc., formerly Yamanouchi Pharmaceutical Co, Ltd., concluded in 2008. Two of our collaborations, with McNeil Pediatrics Division (formerly the
McNeil Consumer & Specialty Pharmaceuticals Division) of McNeil PPC, Inc., a subsidiary of Johnson & Johnson, and Bristol-Myers Squibb Company, concluded in 2007. Our past and present collaborators have devoted substantial
scientific and financial resources to our joint discovery efforts.

Pfizer

In August 2007, we entered into a collaborative research and license agreement with Pfizer for the discovery, development, manufacture and
commercialization of compounds and products that modulate three specific sodium ion channels as new potential treatments for pain and related disorders. The research term of this collaboration has been extended twice, most recently through year-end
2011. Under the terms of the agreement, we and Pfizer are combining resources to identify compounds that target these three ion channels in a global research and development collaboration. We and Pfizer have formed a joint research committee to
monitor and oversee the collaboration.

Under the terms of the collaboration, we have granted Pfizer a worldwide exclusive
license, with the right to grant sublicenses, to our patent rights and know-how with respect to drugs arising from the collaboration. In addition, we have granted Pfizer the first right to enforce our intellectual property rights in order to protect
these



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drugs and have retained a right to enforce our intellectual property rights. Pfizer is responsible for funding all aspects of the collaboration and for worldwide clinical development and
commercialization of drugs arising from the collaboration.

Pursuant to the collaboration arrangement, Pfizer paid us an
initial upfront license fee of $12.0 million. In addition to the upfront license fee, Pfizer is providing us with research and development funding over the research period pursuant to the agreement. Pfizer is obligated to make payments to us upon
achievement of specified research, development, regulatory and commercialization milestones of up to $359.0 million for each drug candidate developed. We are also eligible to receive tiered royalties, against which Pfizer may credit any
commercialization milestones, based on specified percentages of net product sales. Pfizers obligation to pay us royalties with respect to a product will expire generally on a country-by-country basis on the expiration of the last-to-expire of
specified patent rights covering the product.

The ion channel targets in the Pfizer collaboration, including the sodium
channel Nav1.7, are important in the generation of electrical signals in nerve fibers that mediate the initiation, transmission and sensation of pain. We have also established a broad portfolio of intellectual property in this area, covering
multiple promising compounds targeting sodium channels. In preclinical studies, compounds identified in the collaboration have demonstrated efficacy in pain models. During the third quarter of 2010, Pfizer conducted a microdose study in healthy
volunteers of several collaboration compounds targeting the sodium ion channel Nav1.7. Based upon data obtained in this study, Pfizer selected one of these compounds for further clinical development. During the fourth quarter of 2010, a single dose
escalation study of this compound in healthy volunteers was initiated. The initiation of the microdose study and the selection of a compound for further development triggered milestones to Icagen totaling $4.0 million.

The collaborative research and license agreement will expire on a product-by-product basis on the later of the end of the research term,
which was originally two years from the effective date of the agreement but which has subsequently been extended through December 2011, and the date on which all royalty obligations end. Pfizer may terminate the collaborative research and license
agreement following the research term with respect to products that Pfizer no longer intends to develop or commercialize. Either party may terminate the collaborative research and license agreement in the event that the other party materially
breaches its obligations under the agreement and fails to cure such breach within a specified cure period. If we terminate the collaborative research and license agreement based on a material breach by Pfizer, or if Pfizer terminates the
collaborative research and license agreement with respect to specified products that Pfizer no longer intends to develop or commercialize, the rights to then identified products and product candidates to which Pfizers rights terminate will be
transferred to us.

In August 2007, in connection with the collaborative research and license agreement with Pfizer, we also
entered into a purchase agreement with Pfizer to sell to Pfizer up to $15.0 million of our common stock. In a first closing of the transaction on August 20, 2007, we sold 336,021 shares of common stock to Pfizer at a price of $14.88 per share,
which was the closing bid price of our common stock as reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business day preceding the execution of the purchase agreement, resulting in gross proceeds to us of approximately $5.0
million. In a subsequent closing of the transaction on February 13, 2008, we sold 730,994 shares of common stock to Pfizer at a price of $13.68 per share, which was the closing bid price of our common stock as reported on the Nasdaq Global
Market as of 4:00 p.m. Eastern time on the business day preceding the date of our exercise of our put option to sell the shares, resulting in gross proceeds to us of approximately $10.0 million.

In March 2008, we and Pfizer entered into a collaboration with the laboratory of Professor B. A. Wallace at Birkbeck College, University
of London, to study the structural biology of sodium channels. This three party relationship was created to support our collaboration with Pfizer. In connection with the Birkbeck collaboration, we also entered into a supplemental agreement with
Pfizer that required Pfizer to reimburse us for certain



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equipment to be used in the collaboration and to pay us for additional research and development services over a two year term. We also contributed services to the collaboration, which concluded
on March 31, 2010.

Research and Development

For the years ended December 31, 2010, 2009, and 2008, we spent approximately $13.2 million, $18.1 million and $22.1 million, respectively, on research and development activities. The aggregate
revenues that we have recognized from our collaborators for research and development in each of the last three years were as follows: 2010$9.5 million; 2009$9.6 million; and 2008$12.3 million. For more information regarding our
research and development expenses, please see Financial Operations Overview in Managements Discussion and Analysis of Financial Condition and Results of Operations.

Intellectual Property

Patents and
Trade Secrets

Our success depends in part on our ability to obtain and maintain proprietary protection for our product
candidates, technology and know-how, to operate without infringing the proprietary rights of others and to prevent others from infringing our proprietary rights. Our policy is to seek to protect our proprietary position by, among other methods,
filing United States and foreign patent applications related to our proprietary technology, inventions and improvements that are important to the development of our business. We also rely on trade secrets, know-how, continuing technological
innovation and in-licensing opportunities to develop and maintain our proprietary position.

As of February 28, 2011, we
have approximately 150 United States patents and patent applications as well as numerous foreign counterparts to many of these patents and patent applications. Our patent portfolio includes patents and patent applications with claims directed to the
composition of matter, pharmaceutical formulations and methods of use of many of our compounds, including ICA-105665, the lead compound that we are developing for the treatment of epilepsy and pain, and senicapoc. We consider the patent covering the
chemotype which includes ICA-105665 to be material to our business.

The patent rights relating to ICA-105665 and other lead
compounds that we are developing for the treatment of epilepsy and pain owned by us consist of three issued United States patents, two relating to composition of matter that expire in 2024, and one relating to method of use for pain that expires in
2020, as well as counterpart patent applications in a number of other jurisdictions, including Europe and Japan. United States patents generally have a term of 20 years from the date of filing.

The patent positions of companies like ours are generally uncertain and involve complex legal and factual questions. Our ability to
maintain and solidify our proprietary position for our technology will depend on our success in obtaining effective claims and enforcing those claims once granted. We do not know whether any of our patent applications or those patent applications
that we license will result in the issuance of any patents. Our issued patents and those that may issue in the future, or those licensed to us, may be challenged, invalidated or circumvented, which could limit our ability to stop competitors from
marketing related products or the length of term of patent protection that we may have for our products. In addition, our competitors may independently develop similar technologies or duplicate any technology developed by us, and the rights granted
under any issued patents may not provide us with any meaningful competitive advantages against these competitors. Furthermore, because of the extensive time required for development, testing and regulatory review of a potential product, it is
possible that, before any of our products can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any advantage of the patent.

We may rely, in some circumstances, on trade secrets to protect our technology. However, trade secrets are difficult to protect. We seek
to protect our proprietary technology and processes, in part, by confidentiality



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agreements with our employees, consultants, scientific advisors and other contractors, as well as physical security of our premises and our information technology systems. These agreements may be
breached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our consultants or contractors use intellectual property
owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

License
Agreements

We are a party to a number of license agreements, primarily with academic institutions, under which we
license patents, patent applications and other intellectual property. We enter into these agreements to augment the significant intellectual property created by our scientists. The licensed intellectual property covers some of the compounds that we
are researching and developing, some ion channel targets and some of the scientific processes that we use. These licenses impose various diligence and financial payment obligations on us. We expect to continue to enter into these types of license
agreements in the future.

Competition

The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. We face competition from many
different sources, including commercial pharmaceutical and biotechnology enterprises, academic institutions, government agencies and private and public research institutions. We believe that our most significant competitors in the area of drugs that
work by modulating the activity of ion channels are Neurosearch A/S and Vertex Pharmaceuticals, Inc. In addition, there are a number of other companies, including large pharmaceutical companies that have programs focused on specific ion channel drug
discovery.

Many of our competitors have significantly greater financial resources and expertise in research and development,
manufacturing, preclinical testing, clinical trials, regulatory approvals and marketing approved products than we do. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with
large and established companies. Our commercial opportunity will be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer side effects or are less expensive than any products that we
may develop. These third parties compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies and
technology licenses complementary to our programs or advantageous to our business.

We rely upon our collaborator, Pfizer, for
support in advancing certain of our drug candidates and intend to rely on our collaborator for the commercialization of these products. Our collaborator may be conducting multiple product development efforts within the same disease area that is the
subject of its agreement with us. Generally, our agreements with our present or future collaborators do not preclude them from pursuing development efforts using a different approach from that which is the subject of our agreement with them.
Therefore, any of our drug candidates may be subject to competition with a drug candidate under development by our collaborator.

There are currently approved therapies for the diseases and conditions addressed by our drug candidates that are undergoing clinical trials, which are described under Research and Development
Programs above. Specifically,



| |  |  | drugs such as Neurontin, Depakote and Lamictal are approved for the treatment of epilepsy and, in the case of Neurontin, prescribed for neuropathic
pain; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | several agents are used to treat pain, including non-steroidal anti-inflammatory drugs, or NSAIDs, cyclooxygenase II inhibitors, or Cox-II inhibitors,
opiates, and certain antidepressants and anticonvulsants. In particular, Cymbalta and Lyrica are approved for the treatment of specified types of neuropathic pain.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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There are also a number of companies working to develop new drugs and other therapies for these diseases
that are undergoing clinical trials. The key competitive factors affecting the success of our drug candidates are likely to be their efficacy, safety, convenience and price.

Government Regulation

Government authorities in the United States, at the
federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, labeling, promotion, advertising, distribution, marketing and export and import of pharmaceutical products
such as those we are developing. The process of obtaining regulatory approvals and the subsequent substantial compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and
financial resources.

United States Government Regulation

In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act and implementing regulations. If we fail to
comply with the applicable United States requirements at any time during the product development process, approval process or after approval, we may become subject to administrative or judicial sanctions. These sanctions could include the FDAs
refusal to approve pending applications, withdrawal of an approval, clinical holds, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties or criminal
prosecution. Any agency enforcement action could have a material adverse effect on us.

The steps ordinarily required before a
drug may be marketed in the United States include:



| |  |  | preclinical laboratory tests, animal studies and formulation studies under the FDAs good laboratory practices regulations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | submission to the FDA of an IND for human clinical testing, which must become effective before human clinical trials may begin;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | adequate and well-controlled clinical trials to establish the safety and efficacy of the product for each indication;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | submission to the FDA of a New Drug Application, or NDA;
| | - |  | --------------------------------------------------------



| |  |  | satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with
current Good Manufacturing Practices, or cGMP; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FDA review and approval of the NDA.
| | - |  | -----------------------------------

Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies to assess the potential safety and efficacy of the product. An IND sponsor must
submit the results of the preclinical tests, together with manufacturing information, analytical data, a proposed clinical trial protocol and other information to the FDA as part of the IND. The IND must become effective before human clinical trials
may begin. An IND will automatically become effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions about issues such as the conduct of the trials as outlined in the IND. In that case, the IND sponsor
and the FDA must resolve any outstanding FDA concerns or questions before clinical trials can proceed. If these issues are unresolved, the FDA may not allow the clinical trials to commence.

Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified
investigators. Clinical trials must be conducted in compliance with federal regulations and requirements, including good clinical practices, under protocols detailing, among other things, the objectives of the study, the parameters to be used in
monitoring safety and the effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND.



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Clinical trials typically are conducted in three sequential phases, but the phases may
overlap or be combined. The study protocol and informed consent information for subjects in clinical trials must be reviewed and approved by an independent Institutional Review Board, or IRB, before the clinical trial can begin at each site. Phase I
trials usually involve the initial introduction of the investigational drug into humans to evaluate the products safety, dosage tolerance, metabolism and pharmacodynamics and, if possible, to gain an early indication of its effectiveness.

Phase II trials usually involve controlled trials in a limited patient population to:



| |  |  | evaluate dosage tolerance and appropriate dosage;
| | - |  | -------------------------------------------------



| |  |  | identify possible adverse effects and safety risks; and
| | - |  | -------------------------------------------------------



| |  |  | evaluate preliminarily the efficacy of the drug for specific indications.
| | - |  | -------------------------------------------------------------------------

Phase III trials usually further evaluate clinical efficacy and test further for safety in an expanded patient population, typically at
geographically dispersed clinical trial sites, to establish the overall benefit-risk relationship of the drug and to provide adequate information for the labeling of the drug. Phase I, Phase II and Phase III testing may not be completed successfully
within any specified period, if at all. The FDA closely monitors the progress of each of the three phases of clinical trials that are conducted in the U.S. In addition, the Food and Drug Administration Amendment Act of 2007, or FDAAA, significantly
expands the federal governments clinical trial registry to cover more trials and more information, including information on the results of completed trials. The FDA, an IRB or we may suspend or terminate clinical trials at any time on various
grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of research when the research is not being conducted in accordance with the IRBs
requirements or has been associated with unexpected serious harm to patients.

Assuming successful completion of the required
clinical testing, the results of the preclinical studies and of the clinical studies, together with other detailed information, including information on the manufacture and composition of the product, are submitted to the FDA in the form of an NDA
requesting approval to market the product for one or more indications. In most cases, the NDA must be accompanied by a substantial user fee and the manufacturer and/or sponsor under an approved NDA are also subject to annual product and
establishment user fees. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use.

Under the Pediatric Research Equity Act of 2003, or PREA, as amended and reauthorized by the FDAAA, NDAs or supplements to NDAs for a new active ingredient, new indication, new dosage form, new dosing
regimen, or new route of administration must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric
subpopulation for which the drug is safe and effective. The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after approval of the drug for use in adults, or full
or partial waivers from the pediatric data requirements.

Before approving an application, the FDA will inspect the facility
or the facilities where the product is manufactured. The FDA will not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of
the product within required specifications. The FDA will issue an approval letter if it determines that the application, manufacturing process and manufacturing facilities are acceptable and satisfy the regulatory criteria for approval. If the FDA
determines the application, manufacturing process or manufacturing facilities are not acceptable, it will issue a complete response letter, which outlines the deficiencies in the submission and when possible, recommends actions that the
applicant might take to place the application in condition for approval. Such actions may include, among other things, conducting additional safety or efficacy studies after which the sponsor may resubmit the application for further review.
Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.



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The testing and approval process requires substantial time, effort and financial resources,
and each may take several years to complete. The FDA may not grant approval on a timely basis, or at all. We may encounter difficulties or unanticipated costs in our efforts to secure necessary governmental approvals, which could delay or preclude
us from marketing our products. The FDA may limit the indications for use or place other conditions on any approvals that could restrict the commercial application of the products. After approval, some types of changes to the approved product, such
as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval.

After regulatory approval of a product is obtained, we are required to comply with a number of post-approval requirements. For example, as a condition of approval of an application, the FDA may require
post-marketing testing, including Phase IV trials, and surveillance to monitor the products safety or efficacy. In addition, holders of an approved NDA are required to report certain adverse reactions and production problems to the FDA, to
provide updated safety and efficacy information and to comply with requirements concerning advertising and promotional labeling for their products. Also, quality control and manufacturing procedures must continue to conform to cGMP after approval.
The FDA periodically inspects manufacturing facilities to assess compliance with cGMP, which imposes certain procedural and documentation requirements. Accordingly, manufacturers must continue to expend time, money and effort in the area of
production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance.

We rely, and
expect to continue to rely, on third parties for the production of clinical and commercial quantities of our product candidates. Future FDA inspections may identify compliance issues at our facilities or at the facilities of our contract
manufacturers that may disrupt production or distribution, or require substantial resources to correct. In addition, discovery of previously unknown problems with a product or the failure to comply with regulatory requirements may result in
restrictions on a product, manufacturer or holder of an approved NDA, including withdrawal or recall of the product from the market or other voluntary or FDA-initiated action that could delay further marketing. Newly discovered or developed safety
or effectiveness data may require changes to a products approved labeling, including the addition of new warnings and contraindications, which require further FDA review and approval. Also, new government requirements may be established,
including those requirements resulting from new legislation, that could delay or prevent regulatory approval of our products under development.

New Legislation

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing
the approval, manufacturing and marketing of drug products. For example, the FDAAA granted significant new powers to the FDA, many of which are aimed at improving the safety of drug products before and after approval. In particular, the FDAAA
authorizes the FDA to, among other things, require post-approval studies and clinical trials, mandate changes to drug labeling to reflect new safety information, and require risk evaluation and mitigation strategies for certain drugs, including
certain currently approved drugs. In addition, it significantly expands the federal governments clinical trial registry and results databank and creates new restrictions on the advertising and promotion of drug products. Under the FDAAA,
companies that violate these and other provisions of the law are subject to substantial civil monetary penalties.

In
addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and development of our product candidates and any products that we may commercialize. It is impossible to
predict whether additional legislative changes will be enacted, or FDA regulations, guidance or interpretations changed, or what the impact of any such changes may be.

Foreign Regulation

In addition to regulations in the United States,
we will be subject to a variety of foreign regulations governing, among other things, clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain the necessary approvals
by the comparable regulatory



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authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country and can involve
additional product testing and additional review periods, and the time may be longer or shorter than that required to obtain FDA approval. The requirements governing, among other things, the conduct of clinical trials, product licensing, pricing and
reimbursement vary greatly from country to country. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may negatively impact the regulatory
process in others.

Under European Union regulatory systems, we may submit marketing authorization applications either under a
centralized or decentralized procedure. The centralized procedure, which is compulsory for medicines produced by certain biotechnological processes and products with a new active substance indicated for the treatment of certain diseases such as
cancer, and optional for those which are highly innovative, provides for the grant of a single marketing authorization that is valid for all European Union member states, or Member States. The decentralized procedure provides for approval by one or
more other, or concerned, Member States of an assessment of an application performed by one Member State, known as the reference Member State. Under this procedure, an applicant submits an application, or dossier, and related materials including a
draft summary of product characteristics, and draft labeling and package leaflet, to the reference Member State and concerned Member States. The reference Member State prepares a draft assessment and drafts of the related materials within 120 days
after receipt of a valid application. Within 90 days of receiving the reference Member States assessment report, each concerned Member State must decide whether to approve the assessment report and related materials. If a Member State cannot
approve the assessment report and related materials on the grounds of potential serious risk to the public health, the disputed points may eventually be referred to the European Commission, whose decision is binding on all Member States.

Pharmaceutical Pricing and Reimbursement

In both domestic and foreign markets, sales of any products for which we receive regulatory approval for commercial sale will depend in part on the availability of reimbursement from third-party payors.
Third-party payors include government healthcare program administrative authorities, managed care providers, private health insurers and other organizations. These third-party payors are increasingly challenging the price and examining the
cost-effectiveness of medical products and services. In addition, significant uncertainty exists as to the scope of coverage and payment amounts for newly approved healthcare products. We may need to conduct expensive pharmacoeconomic studies in
order to demonstrate the cost-effectiveness of our products. Our product candidates may not be considered medically necessary or cost-effective. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient
to realize an appropriate return on our investment in product development.

Any products for which we receive marketing
approval may be eligible for coverage in the U.S. under the Medicare prescription drug benefit program, which became effective in January 2006. Government payment for some of the costs of prescription drugs may increase demand for any products for
which we receive marketing approval. However, to obtain payments under this program, we would be required to sell products to Medicare recipients through drug procurement organizations operating pursuant to this legislation. These organizations
would negotiate discounted prices for our products, which are likely to be lower than we might otherwise charge. Any products for which we receive marketing approval may also be acquired by state-operated Medicaid programs. Medicaid rules constrain
prices by requiring pharmaceutical suppliers to enter into rebate agreements that provide for quarterly payments to states based on the drugs average manufacturer price and best price, according to standards provided in Medicaid regulations.
Private, non-governmental third-party payors frequently base their coverage policies and the prices they agree to pay on the policies and payment rates under the Medicare and Medicaid programs. Federal, state, and local governments in the United
States continue to consider legislation to limit the growth of healthcare costs, including the cost of prescription drugs. Future legislation could limit payments for pharmaceuticals such as the drug candidates that we are developing.



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The marketability of any products for which we receive regulatory approval for commercial
sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. In addition, an increasing emphasis on managed care in the United States has increased and will continue to increase the pressure on
pharmaceutical pricing.

Drug prices may be further constrained by possible Congressional action regarding drug reimportation
into the United States. Some proposed legislation would allow the reimportation of approved drugs originally manufactured in the United States back into the United States from other countries where the drugs are sold at a lower price. Some
governmental authorities in the U.S. are pursuing lawsuits to obtain expanded reimportation authority. Such legislation, regulations or judicial decisions could reduce the prices we receive for any products that we may develop, negatively affecting
our revenues and prospects for profitability. Even without legislation authorizing reimportation, patients have been purchasing prescription drugs from Canadian and other non-United States sources, which has reduced the price received by
pharmaceutical companies for their products.

Manufacturing

We do not currently own or operate manufacturing facilities for the production of clinical or commercial quantities of ICA-105665 and the lead compounds that we are developing for the treatment of
epilepsy and pain. We currently rely, and expect to continue to rely, on third parties for the manufacture of our product candidates and any products that we may develop, other than small amounts of compounds that we synthesize ourselves for
preclinical testing. We contract with one third-party manufacturer to supply us with ICA-105665 bulk drug substance and a second manufacturer to perform fill/finish services. We obtain our supplies of the product candidate from both of these
manufacturers on a purchase order basis. If any of these manufacturers should become unavailable to us for any reason, we believe that there are a number of potential replacements, although we might incur some delay in identifying or qualifying such
replacements.

All of our drug candidates are organic compounds of low molecular weight, generally called small
molecules. We have selected these compounds not only on the basis of their efficacy and safety, but also for their ease of synthesis and the low cost of their starting materials. In particular, ICA-105665 and the lead compounds that we are
developing for the treatment of epilepsy and pain are manufactured in a simple synthetic process from readily available starting materials. There are no complicated chemistries or unusual equipment required in the manufacturing process. We expect to
continue to develop drug candidates that can be produced cost-effectively at contract manufacturing facilities.

Sales and Marketing

If we receive regulatory approval for our product candidates, we plan to commence commercialization activities by building
a focused sales and marketing organization complemented by copromotion and other arrangements with pharmaceutical or biotechnology collaborators. Our sales and marketing strategy is to:



| |  |  | Build our own domestic sales force. We believe that we can access key prescribing physicians in the United States for ICA-105665 through a
relatively small, specialized sales force. In particular, we believe that such a sales force could address the community of neurologists who specialize in the treatment of epilepsy, for which we recently completed a proof-of-concept study with
positive results.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recruit a marketing organization. We plan to build a marketing and sales management organization to create and implement marketing strategies
for any products that we market through our own sales organization and to oversee and support our sales force. The responsibilities of the marketing organization would include developing educational initiatives with respect to approved products and
establishing relationships with thought leaders in relevant fields of medicine.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Establish marketing and sales alliances. We plan to selectively enter into new strategic alliances with leading pharmaceutical and biotechnology
companies to assist us in advancing our drug discovery and development programs. We also plan to retain United States marketing and sales rights or copromotion
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | rights for our product candidates for which we receive marketing approvals in situations in which we believe it is possible to access the market through a focused, specialized sales force. For
situations in which a large sales force is required to access the market and with respect to markets outside of the United States, we generally plan to commercialize our drug candidates through various types of collaboration arrangements with
leading pharmaceutical and biotechnology companies.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Scientific and Clinical Advisors

We have relationships with scientific and clinical advisors who are leading experts in the fields of ion channel biology and chemistry,
preclinical studies, drug manufacturing or clinical trials. Our scientific and clinical advisors consult with us regularly on matters relating to:



| |  |  | our research and development programs;
| | - |  | --------------------------------------



| |  |  | the design and implementation of our clinical trials;
| | - |  | -----------------------------------------------------



| |  |  | market opportunities from a clinical perspective;
| | - |  | -------------------------------------------------



| |  |  | new technologies relevant to our research and development programs; and
| | - |  | -----------------------------------------------------------------------



| |  |  | scientific and technical issues relevant to our business.
| | - |  | ---------------------------------------------------------

Employees

As of February 28, 2011, we had a total of 38 employees,
all of whom were full-time, including 14 with doctoral degrees. Of our workforce, 32 employees are engaged in research and development and 6 are engaged in business development, finance and administration. None of our employees is represented by
labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good.

Our Corporate
Information

We were incorporated under the laws of Delaware in November 1992. Our principal executive offices are located
at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and our telephone number is (919) 941-5206.

Available Information

We maintain a website at www.icagen.com. We make available, free of charge on our website, our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably
practicable after we electronically file those reports with, or furnish them to, the Securities and Exchange Commission, or the SEC. We also similarly make available, free of charge on our website, the reports filed with the SEC by our executive
officers, directors and 10% stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after copies of those filings are provided to us by those persons. We are not including the information contained at
www.icagen.com, or at any other Internet address as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers and their respective ages and positions as of
February 28, 2011 are as follows:



|                      |  |     |    |  |          |                                                                                                   
|--------------------- |  | --- | -- |  | -------- | --------------------------------------------------------------------------------------------------
|Name                  |  | Age |    |  | Position
|P. Kay Wagoner, Ph.D. |  |     | 62 |  |          | President, Chief Executive Officer and Director                                                   
|Richard D. Katz, M.D. |  |     | 47 |  |          | Executive Vice President, Finance and Corporate Development, Chief Financial Officer and Treasurer



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P. Kay Wagoner, Ph.D.Dr. Wagoner is a co-founder of our company and has served
as our president and a director since our inception and as chief executive officer since September 1996. Prior to founding Icagen, Dr. Wagoner served in research management positions at Glaxo Inc., a pharmaceutical company, where she initiated
and led Glaxos U.S. ion channel discovery efforts in central nervous system, cardiovascular and metabolic disease. Dr. Wagoner received her Ph.D. in physiology from the University of North Carolina, Chapel Hill. In 2001, Dr. Wagoner
received the distinguished alumna award for science and business from the University of North Carolina, Chapel Hill. Dr. Wagoner also serves or has served on a variety of boards of directors, including the University of North Carolinas
Graduate School Advisory Board and the Governing Body of the Biotechnology Industry Organizations (BIO) Emerging Companies Section. In 2004, Dr. Wagoner was awarded the Entrepreneurial Excellence Award by the Research Triangle based
Council for Entrepreneurial Development, the largest entrepreneurial support organization in the United States, and the Ernst & Young Entrepreneur of the Year Regional Award for Life Sciences and Healthcare.

Richard D. Katz, M.D.Dr. Katz has been our executive vice president, finance and corporate development, chief financial
officer and treasurer since March 2008. From April 2001 to March 2008, Dr. Katz was our senior vice president, finance and corporate development, chief financial officer and treasurer. From August 1996 to 2001, Dr. Katz worked in the
Investment Banking Division of Goldman Sachs, an investment banking firm, most recently as a vice president in the Healthcare Group. Prior to joining Goldman Sachs, Dr. Katz earned a Masters in Business Administration from Harvard Business
School where he graduated as a Baker Scholar. Dr. Katz earned his M.D. from the Stanford University School of Medicine and completed an internship in general surgery at the Hospital of the University of Pennsylvania. Dr. Katz received his
A.B. in applied mathematics with high distinction from Harvard University.

Our officers are elected on an annual basis and
serve at the discretion of our Board of Directors.

ITEM 1ARISK FACTORS

Risks Related to Our Financial Results and Need for Additional Financing

We have incurred losses since inception and anticipate that we will continue to incur substantial losses for the foreseeable future. We might never achieve or maintain profitability.

We have a limited operating history and have not yet commercialized any products or generated any product revenues.
As of December 31, 2010, we had an accumulated deficit of $145.6 million. We have incurred losses in each year since our inception in 1992. Our net losses were $6.4 million in 2010, $12.8 million in 2009 and $14.8 million in 2008. These losses
resulted principally from costs incurred in our research and development programs and from our general and administrative expenses. Provided that sufficient funding is available, we expect to continue to incur significant operating losses for at
least the next several years as we continue our research activities, conduct development of, and seek regulatory approvals for, our initial drug candidates, and commercialize any approved drugs. These losses, among other things, have had and will
continue to have an adverse effect on our stockholders equity, total assets and working capital.

We have financed our
operations and internal growth principally through the issuance of equity securities and funding under collaborations with leading pharmaceutical companies. We have devoted substantially all of our efforts to research and development, including
clinical trials, and we have not completed development of any drugs. Because of the numerous risks and uncertainties associated with developing drugs targeting ion channels, we are unable to predict the extent of any future losses, whether or when
any of our product candidates will become commercially available, or when we will become profitable, if at all. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

If we are unable to achieve and then maintain profitability, the market value of our common stock will decline.



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We will need substantial additional funding and may be unable to raise capital when needed, which
would force us to delay, reduce or eliminate our product development programs or commercialization efforts.

As of
December 31, 2010, we had cash and cash equivalents of $12.0 million. In order to conserve capital, we have implemented a reduction of our workforce and other cost reduction measures. We believe that based on our current operating plan, our
existing cash and cash equivalents will be sufficient to enable us to fund our operations; our lease, debt and other obligations; and our capital expenditure requirements for at least the next twelve months. See Managements Discussion
and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources above. We will need additional funds to meet our obligations and fund operations beyond that time. Except for collaboration revenue we expect to
receive from Pfizer for research and development activities through 2011, we do not currently have any commitments for future external funding.

Additional equity or debt financing, or corporate collaboration and licensing arrangements, may not be available on acceptable terms, if at all, particularly in the current economic environment. If
adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research and development programs.

Until such time, if ever, as we can generate substantial product revenues, we will be required to finance our cash needs through public or private equity offerings, debt financings and corporate
collaboration and licensing arrangements. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve agreements that include covenants limiting or restricting our
ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we may raise may contain terms, such as liquidation and other preferences, that are
not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, research programs or product candidates
or grant licenses on terms that may not be favorable to us.

If sufficient funding is available and the scope of the clinical
trials that we are conducting expands, we expect our research and development expenses to continue and to increase in connection with our ongoing activities. In addition, subject to regulatory approval of any of our product candidates, we expect to
incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. Our future capital requirements will depend on many factors, including:



| |  |  | the scope and results of our research, preclinical and clinical development activities;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the timing of, and the costs involved in, obtaining regulatory approvals;
| | - |  | -------------------------------------------------------------------------



| |  |  | the cost of commercialization activities, including product marketing, sales and distribution;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other patent-related costs, including litigation
costs and the results of such litigation;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the extent to which we acquire or invest in businesses, products and technologies;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the success of our collaboration with Pfizer; and
| | - |  | -------------------------------------------------



| |  |  | our ability to establish and maintain additional collaborations.
| | - |  | ----------------------------------------------------------------

Our business and results of operations may be negatively impacted by general economic and financial market conditions and such conditions may exacerbate the other risks that affect our business.

The global economy has experienced a significant prolonged downturn and prospects for economic recovery remain
uncertain. These economic conditions have had, and we expect will continue to have, an adverse impact on the pharmaceutical and biotechnology industries. Our business depends on our ability to raise substantial additional capital and to
maintain and enter into new collaborative research, development and commercialization agreements with leading pharmaceutical and biotechnology companies. Current market conditions could impair



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our ability to raise additional capital when needed for our research and development programs, or on attractive terms. Our arrangements with existing or future collaborators typically require our
existing or future collaborators to make a significant commitment of capital and other resources. Recent economic conditions may reduce the amount of discretionary investment that our current collaborator and prospective collaborators may have
available to invest in our business. This may result in prospective collaborators electing to defer entering into collaborative agreements with us, or our existing collaborator choosing not to extend our existing collaboration beyond the fifteen
month renewal research term, which expires in December 2011. A reduction in research and development funding, even if economic conditions improve, would significantly adversely impact our business, operating results and financial condition.

We are unable to predict the likely duration and severity of the current economic weakness in the U.S. and abroad, but the
longer the duration the greater risks we face in operating our business. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant
adverse impact on our operating results.

If we fail to continue to meet all applicable Nasdaq Global Market requirements and Nasdaq
determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment and harm our business.

Our common stock is listed on the Nasdaq Global Market. In order to maintain that listing, we must satisfy minimum financial and other
requirements. On November 12, 2009, we received notice from the Nasdaq Listing Qualifications Department that our common stock had not met the $1.00 per share minimum bid price requirement for 30 consecutive business days and that, if we were
unable to demonstrate compliance with this requirement during the applicable grace periods, our common stock would be delisted after that time. On May 12, 2010, we were notified by the Nasdaq Listing Qualifications Department that the bid price
of our common stock continued to close at less than $1.00 per share and that our stock would be delisted from the Nasdaq Global Market unless we requested a hearing before the Nasdaq Listing Qualifications Panel. We requested a hearing to appeal the
delisting determination and the hearing was held on June 24, 2010.

On July 30, 2010, we received notice that the
Nasdaq panel had granted our request for an extension of time, as permitted under Nasdaqs Listing Rules, to regain compliance with the $1.00 per share minimum bid price requirement for continued listing. In accordance with the
panels decision, we were provided until November 8, 2010 to evidence a closing bid price of $1.00 or more for a minimum of ten consecutive trading days. This date represented the maximum length of time that a panel may grant under
Nasdaqs Listing Rules. On September 22, 2010 we implemented the one-for-eight reverse stock split approved by our stockholders in June 2010. On October 7, 2010 we received notification from the Nasdaq Listing Qualifications
Department that we had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) after maintaining a closing bid price equal to or in excess of $1.00 for a minimum of ten consecutive trading days and that
our non-compliance with the requirement announced on November 13, 2009, had been rectified.

The closing bid price of our
common stock on the Nasdaq Global Market was $3.09 on February 28, 2011. The effected reverse stock split may not prevent the common stock from dropping back down towards the Nasdaq minimum per share price requirement or below the required
level. It is also possible that we would otherwise fail to satisfy another Nasdaq requirement for continued listing of our common stock.

If we fail to continue to meet all applicable Nasdaq Global Market requirements in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of
our common stock, adversely affect our ability to obtain financing for the continuation of our operations and harm our business. Such a delisting could also impair the value of your investment.



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If our stock price is volatile, purchasers of our common stock could incur substantial losses.

Our stock price is likely to be volatile. The stock market in general and the market for biotechnology companies in
particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price at which
they purchase it. The market price for our common stock may be influenced by many factors, including:



| |  |  | results of clinical trials of our product candidates or those of our competitors;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | regulatory developments in the United States and foreign countries;
| | - |  | -------------------------------------------------------------------



| |  |  | variations in our financial results or those of companies that are perceived to be similar to us;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | changes in the structure of healthcare payment systems;
| | - |  | -------------------------------------------------------



| |  |  | market conditions in the pharmaceutical and biotechnology sectors and issuance of new or changed securities analysts reports or recommendations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | general economic, industry and market conditions; and
| | - |  | -----------------------------------------------------



| |  |  | the other factors described in this Risk Factors section.
| | - |  | -----------------------------------------------------------

Risks Related to Development of Product Candidates

We depend heavily on the success of our most advanced internal product candidate, ICA-105665 and our other lead compounds for epilepsy and pain, which are still under development. If we are unable
to commercialize any of these product candidates, or experience significant delays in doing so, our business will be materially harmed.

We have invested a significant portion of our efforts and financial resources in the development of our most advanced internal product candidates, ICA-105665 and our other lead compounds for the treatment
of epilepsy and pain. Our ability to generate product revenues, which we do not expect in any case will occur for at least the next several years, will depend heavily on the successful development and commercialization of these product candidates.
The commercial success of these product candidates will depend on several factors, including the following:



| |  |  | successful completion of clinical trials;
| | - |  | -----------------------------------------



| |  |  | receipt of marketing approvals from the FDA and similar foreign regulatory authorities;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | establishing commercial manufacturing arrangements with third-party manufacturers;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | launching commercial sales of the product, whether alone or in collaboration with others; and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | acceptance of the product in the medical community and with third-party payors.
| | - |  | -------------------------------------------------------------------------------

Our efforts to commercialize ICA-105665 and the other lead compounds that we are developing for epilepsy and pain are at an early stage.
We submitted an Investigational New Drug, or IND, and began Phase I clinical trials with respect to ICA-105665 during the third quarter of 2007. The results of these Phase I trials were reported during the second quarter of 2009. In March 2009, we
received notification from the FDA that, based on a review of certain preclinical data, the IND for ICA-105665 had been placed on partial clinical hold. This partial clinical hold related to the development of ICA-105665 for epilepsy but did not
pertain to studies of the compound for pain. We submitted to the FDA additional preclinical data along with a revised protocol for a study of ICA-105665 in patients with photosensitive epilepsy. In July 2009, the FDA lifted the partial clinical
hold.

We subsequently initiated a study in patients with photosensitive epilepsy during the third quarter of 2009, for which
we reported positive results during the first quarter of 2010. We also initiated a pain study of



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ICA-105665 in healthy volunteers during the third quarter of 2009, for which we reported negative results during the first quarter of 2010. During the second quarter of 2010, we received approval
from the FDA to study up to two additional higher doses of ICA-105665 in the photosensitivity study and in a multiple ascending dose study. During the third quarter of 2010, we suspended further enrollment in the photosensitive epilepsy study and
reported that the IND for ICA-105665 had been placed on clinical hold due to the occurrence of a serious adverse event. During the first quarter of 2011, following a review of data from recently completed clinical studies as well as the proposed
protocol for a Phase II clinical trial in patients with treatment resistant epilepsy, the FDA notified us that the clinical hold on the IND for ICA-105665 had been removed. If we are not successful in commercializing ICA-105665 or one of our other
lead compounds for epilepsy and pain, or are significantly delayed in doing so, our business will be materially harmed.

We will not be
able to commercialize our product candidates if our preclinical studies do not produce successful results or our clinical trials do not demonstrate safety and efficacy in humans.

Before obtaining regulatory approval for the sale of our product candidates, we must conduct, at our own expense, extensive preclinical
tests and clinical trials to demonstrate the safety and efficacy in humans of our product candidates. Preclinical and clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome.
Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful, and interim results of a clinical trial do not necessarily predict final results. A failure of one or more of our clinical trials
can occur at any stage of testing. We may experience numerous unforeseen events during, or as a result of, preclinical testing and the clinical trial process that could delay or prevent our ability to receive regulatory approval or commercialize our
product candidates, including:



| |  |  | regulators or institutional review boards may not authorize us to commence a clinical trial or conduct a clinical trial at a prospective trial site;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our preclinical tests or clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct
additional preclinical testing or clinical trials or we may abandon projects that we expect to be promising. For example, our pivotal Phase III clinical trial of senicapoc for sickle cell disease and our more recent development program of senicapoc
for asthma were not successful;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | enrollment in our clinical trials may be slower than we currently anticipate, resulting in significant delays. Additionally, participants may drop out
of our clinical trials;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we might have to suspend or terminate our clinical trials if the participating patients are being exposed to unacceptable health risks;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | regulators or institutional review boards may require that we hold, suspend or terminate clinical research for various reasons, including noncompliance
with regulatory requirements. For example, in March 2009, we received notification from the FDA that, based on a review of certain preclinical data, ICA-105665 had been placed on partial clinical hold. Also, in October 2010, we received notification
from the FDA that, based on the occurrence of a serious adverse event in the photosensitive epilepsy trial, ICA-105665 had been placed on clinical hold;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the cost of our clinical trials may be greater than we currently anticipate;
| | - |  | ----------------------------------------------------------------------------



| |  |  | any regulatory approval we ultimately obtain may be limited or subject to restrictions or post-approval commitments that render the product not
commercially viable; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of our product candidates may not be the desired effects or may include undesirable side effects or the product candidates may have other
unexpected characteristics.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are required to conduct additional clinical trials or other testing of
our product candidates beyond those that we currently contemplate, if we are unable to successfully complete our clinical trials or other testing or if the results of these trials or tests are not positive or are only modestly positive, we may:



| |  |  | be delayed in obtaining marketing approval for our product candidates;
| | - |  | ----------------------------------------------------------------------



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| |  |  | not be able to obtain marketing approval; or
| | - |  | --------------------------------------------



| |  |  | obtain approval for indications that are not as broad as intended.
| | - |  | ------------------------------------------------------------------

Our product development costs will also increase if we experience delays in testing or approvals. We do not know whether planned clinical
trials will begin as planned, will need to be restructured or will be completed on schedule, if at all. Significant clinical trial delays also could allow our competitors to bring products to market before we do and impair our ability to
commercialize our products or product candidates.

Risks Related to Our Dependence on Third Parties for Manufacturing,

Research and Development and Marketing and Distribution Activities

We depend significantly on existing and future collaborations with third parties to discover, develop and commercialize some of our product
candidates.

A key element of our business strategy is to collaborate with third parties, particularly leading
pharmaceutical companies, to research, develop and commercialize some of our product candidates. We are currently a party to one such collaboration with Pfizer. In 2010, research funding from our collaboration with Pfizer accounted for 91% of our
net revenues. Our research funding under our collaboration with Pfizer is scheduled to end in December 2011. Our collaboration with Pfizer or future collaborations we may enter into may not be scientifically or commercially successful. The
termination of any of these arrangements might adversely affect the development of the related product candidates and our ability to derive revenue from them.

The success of our existing or future collaboration arrangements will depend heavily on the efforts and activities of our existing or future collaborators. Our existing or future collaborators have
significant discretion in determining the efforts and resources that they will apply to such collaborations. The risks that we face in connection with our collaboration with Pfizer, and that we anticipate being subject to in future collaborations,
include the following:



| |  |  | collaboration agreements are for fixed terms and subject to termination by collaborators in the event of a material breach by us;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | collaborators in some cases have the first right to maintain or defend our intellectual property rights and, although we have the right to assume the
maintenance and defense of our intellectual property rights if collaborators do not, our ability to do so may be compromised by existing or future collaborators acts or omissions; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | collaborators may utilize our intellectual property rights in such a way as to invite litigation that could jeopardize or invalidate our intellectual
property rights or expose us to potential liability.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Collaborations with pharmaceutical companies and other
third parties often are terminated or allowed to expire by the other party. A termination or expiration of our current collaboration with Pfizer or any potential future collaborations would adversely affect us financially and could harm our business
reputation.

If one of our existing or future collaborators were to change its strategy or the focus of its development and
commercialization efforts with respect to our relationship, the success of our product candidates and our operations could be adversely affected.

There are a number of factors external to us that may change our existing or future collaborators strategy or focus with respect to our relationship with them. For example:



| |  |  | our existing or future collaborators may develop and commercialize, either alone or with others, products and services that are similar to or
competitive with the products that are the subject of the collaboration with us;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | our existing or future collaborators may change the focus of their development and commercialization efforts. Pharmaceutical and biotechnology
companies historically have re-evaluated their priorities from time to time, including following mergers and consolidations, which have been common in recent years in these industries. For example, in October 2009, Pfizer acquired Wyeth and in
January 2011 announced a restructuring; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability of our product candidates and products to reach their potential could be limited if our existing or future collaborators decrease or fail
to increase spending relating to such products.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If any of the above factors were to occur, our collaborator
might terminate the collaboration or not commit sufficient resources to the development, manufacture or marketing and distribution of our product or product candidate that is the subject of the collaboration. In such event, we might be required to
devote additional resources to the product or product candidate, seek a new collaborator or abandon the product or product candidate, any of which could have an adverse effect on our business.

We may not be successful in establishing additional collaborations, which could adversely affect our ability to discover, develop and commercialize
products.

If we are unable to reach new agreements with suitable collaborators, we may fail to meet our business
objectives for the affected product or program. We face significant competition in seeking appropriate collaborators. Moreover, these collaboration arrangements are complex and time-consuming to negotiate and document. We may not be successful in
our efforts to establish additional collaborations or other alternative arrangements. The terms of any additional collaborations or other arrangements that we establish may not be favorable to us. Moreover, these collaborations or other arrangements
may not be successful.

If third parties do not manufacture our product candidates in sufficient quantities and at an acceptable cost,
clinical development and commercialization of our product candidates could be delayed, prevented or impaired.

We do
not currently own or operate manufacturing facilities and have little experience in manufacturing pharmaceutical products. We rely and expect to continue to rely on third parties for the production of clinical and commercial quantities of our
product candidates. There are a limited number of manufacturers that operate under the FDAs cGMP regulations and that are both capable of manufacturing for us and willing to do so. We do not have any long-term manufacturing agreements with
third parties, and manufacturers under our short-term supply agreements are not obligated to accept any purchase orders we may submit. Our current and anticipated future dependence upon others for the manufacture of our product candidates may
adversely affect our future profit margins and our ability to develop product candidates and commercialize any products that receive regulatory approval on a timely and competitive basis. In particular, if the third parties that are currently
manufacturing the lead compounds, including ICA-105665, which we are developing for the treatment of epilepsy and pain, for our preclinical studies or clinical trials should cease to continue to do so for any reason, we expect that we would
experience delays in advancing these trials while we identify and qualify replacement suppliers.

Use of third-party manufacturers may
increase the risk that we will not have adequate supplies of our product candidates.

Reliance on third-party
manufacturers entails risks to which we would not be subject if we manufactured product candidates or products ourselves, including:



| |  |  | reliance on the third party for regulatory compliance and quality assurance;
| | - |  | ----------------------------------------------------------------------------



| |  |  | the possible breach of the manufacturing agreement by the third party; and
| | - |  | --------------------------------------------------------------------------



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| |  |  | the possible termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or
inconvenient for us.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are not able to obtain adequate supplies of our product candidates and any
approved products, it will be more difficult for us to develop our product candidates and compete effectively. Our product candidates and any products that we successfully develop may compete with product candidates and products of third parties for
access to manufacturing facilities.

Our contract manufacturers are subject to ongoing, periodic, unannounced inspection by
the FDA and corresponding state and foreign agencies or their designees to ensure strict compliance with cGMP regulations and other governmental regulations and corresponding foreign standards. We cannot be certain that our present or future
manufacturers will be able to comply with cGMP regulations and other FDA regulatory requirements or similar regulatory requirements outside the United States. We do not control compliance by our contract manufacturers with these regulations and
standards. Failure of our third-party manufacturers or us to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing
approval of our product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of product candidates or products, operating restrictions and criminal prosecutions, any of which could significantly and
adversely affect supplies of our product candidates and products.

If third parties on whom we rely for clinical trials do not perform
as contractually required or as we expect or fail to comply with all applicable regulatory requirements, we may not be able to obtain regulatory approval for or commercialize our product candidates, and our business may suffer.

We do not have the ability to independently conduct the clinical trials required to obtain regulatory approval for our products. We
depend on independent clinical investigators, contract research organizations and other third-party service providers to conduct the clinical trials of our product candidates and expect to continue to do so for at least the next several years. In
the past, we have relied on Quintiles Transnational Corp. for the performance of some of our clinical trials. One of our directors, Dr. Dennis B. Gillings, is chairman and chief executive officer of Quintiles Transnational Corp., and
PharmaBio Development Inc. d/b/a NovaQuest, the holder of approximately 3% of our outstanding capital stock, is a wholly owned subsidiary of Quintiles Transnational Corp.

We rely heavily on independent clinical investigators, contract research organizations and other third-party service providers for successful execution of our clinical trials, but do not control many
aspects of their activities. We are responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires us to comply with standards,
commonly referred to as Good Clinical Practices, for conducting and recording and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of trial
participants are protected. The FDA closely monitors the progress of clinical trials that are conducted in the U.S., and the FDAAA significantly expands the federal governments clinical trial registry to cover more trials and more information,
including information on the results of completed trials. Our reliance on third parties that we do not control does not relieve us of these responsibilities and requirements. Third parties may not complete activities on schedule, or may not conduct
our clinical trials in accordance with regulatory requirements or our stated protocols. The failure of these third parties to carry out their obligations could delay or prevent the development, approval and commercialization of our product
candidates.

Provided that our clinical development program is successful, we plan to expand our internal clinical development
and regulatory capabilities. We will not be successful in doing so unless we are able to recruit appropriately trained personnel and add to our infrastructure.



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Risks Related to Our Intellectual Property

If we are unable to obtain and maintain protection for the intellectual property relating to our technology and products, the value of our
technology and products will be adversely affected.

Our success will depend in large part on our ability to obtain
and maintain protection in the United States and other countries for the intellectual property covering or incorporated into our technology and products. The patent situation in the field of biotechnology and pharmaceuticals generally is highly
uncertain and involves complex legal and scientific questions. We may not be able to obtain additional issued patents relating to our technology or products. Even if issued, patents may be challenged, narrowed, invalidated or circumvented, which
could limit our ability to stop competitors from marketing similar products or limit the length of term of patent protection we may have for our products. Changes in either patent laws or in interpretations of patent laws in the United States and
other countries may diminish the value of our intellectual property or narrow the scope of our patent protection.

Our patents
also may not afford us protection against competitors with similar technology. Because patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, or in some cases not at all, and
because publications of discoveries in the scientific literature often lag behind actual discoveries, neither we nor our licensors can be certain that we or they were the first to make the inventions claimed in issued patents or pending patent
applications, or that we or they were the first to file for protection of the inventions set forth in these patent applications.

If we
fail to comply with our obligations in our intellectual property licenses with third parties, we could lose license rights that are important to our business.

We are a party to a number of license agreements. We do not consider any one of these license agreements to be material to our business. We expect to enter into additional licenses in the future. Our
existing licenses impose, and we expect future licenses will impose, various diligence, milestone payment, royalty, insurance and other obligations on us. If we fail to comply with these obligations, the licensor may have the right to terminate the
license, in which event we might not be able to market any product that is covered by the licensed patents.

If we are unable to protect
the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected.

In addition to patented technology, we rely upon unpatented proprietary technology, processes and know-how. We seek to protect this information in part by confidentiality agreements with our employees,
consultants and third parties. These agreements may be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently developed by competitors. If we are unable to
protect the confidentiality of our proprietary information and know-how, competitors may be able to use this information to develop products that compete with our products, which could adversely impact our business.

If we infringe or are alleged to infringe intellectual property rights of third parties, it will adversely affect our business.

Our research, development and commercialization activities, as well as any product candidates or products resulting from these
activities, may infringe or be claimed to infringe patents or patent applications under which we do not hold licenses or other rights. Third parties may own or control these patents and patent applications in the United States and abroad. These
third parties could bring claims against us or our existing or future collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages. Further, if a patent infringement suit
were brought against us or our existing or future collaborators, we or they could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.



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As a result of patent infringement claims, or in order to avoid potential claims, we or our
existing or future collaborators may choose or be required to seek a license from the third party and be required to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if we or our
existing or future collaborators were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be prevented from commercializing a product,
or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we or our existing or future collaborators are unable to enter into licenses on acceptable terms. This could harm our
business significantly.

There has been substantial litigation and other proceedings regarding patent and other intellectual
property rights in the pharmaceutical and biotechnology industries. In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference proceedings declared by the United
States Patent and Trademark Office and opposition proceedings in the European Patent Office, regarding intellectual property rights with respect to our products and technology. The cost to us of any patent litigation or other proceeding, even if
resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Uncertainties resulting
from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other proceedings may also absorb significant management time.

Risks Related to Regulatory Approval of Our Product Candidates

If we are not able to obtain required regulatory approvals, we will not be able to commercialize our product candidates, and our ability to
generate revenue will be materially impaired.

Our product candidates and the activities associated with their
development and commercialization, including their testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA and other
regulatory agencies in the United States and by comparable authorities in other countries. Failure to obtain regulatory approval for a product candidate will prevent us from commercializing the product candidate. We have not received regulatory
approval to market any of our product candidates in any jurisdiction. We have only limited experience in filing and prosecuting the applications necessary to gain regulatory approvals and expect to rely on third-party contract research organizations
to assist us in this process. Securing FDA approval requires, among other things, the submission of extensive preclinical and clinical data, information about product manufacturing processes and supporting information to the FDA for each therapeutic
indication and inspection of facilities to establish the product candidates safety and efficacy. Our future products may not be effective, may be only moderately effective or may prove to have undesirable or unintended side effects, toxicities
or other characteristics that may preclude our obtaining regulatory approval or prevent or limit commercial use.

The process
of obtaining regulatory approvals is expensive, often takes many years, if approval is obtained at all, and can vary substantially based upon the type, complexity and novelty of the product candidates involved. Changes in the regulatory approval
policy during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may delay or prevent regulatory approval of an application. The FDA has
substantial discretion in the approval process and may refuse to accept any application or may decide that our data are insufficient for approval and require additional preclinical, clinical or other studies. In addition, varying interpretations of
the data obtained from preclinical and clinical testing or negative, inconsistent or inconclusive results obtained from preclinical or clinical trials could delay, limit or prevent regulatory approval of a product candidate.



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Our products could be subject to restrictions or withdrawal from the market and we may be subject to
penalties if we fail to comply with regulatory requirements, or if we experience unanticipated problems with our products, when and if any of them are approved.

Any product for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, advertising and promotional activities for such product, will be subject
to continual requirements of and review by the FDA and other regulatory bodies. These requirements include, among other things, submissions of safety and other post-marketing information and reports, registration requirements, cGMP requirements
relating to quality control, quality assurance and corresponding maintenance of records and documents, and requirements regarding the distribution of samples to physicians and recordkeeping. Even if regulatory approval of a product is granted, the
approval may be subject to limitations on the indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the
product. Later discovery of previously unknown problems with our products, manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in:



| |  |  | restrictions on such products, manufacturers or manufacturing processes;
| | - |  | ------------------------------------------------------------------------



| |  |  | warning letters;
| | - |  | ----------------



| |  |  | withdrawal of the products from the market;
| | - |  | -------------------------------------------



| |  |  | refusal to approve pending applications or supplements to approved applications that we submit;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | required labeling changes;
| | - |  | --------------------------



| |  |  | required post-marketing studies or clinical trials;
| | - |  | ---------------------------------------------------



| |  |  | distribution and use restrictions;
| | - |  | ----------------------------------



| |  |  | voluntary recall;
| | - |  | -----------------



| |  |  | fines;
| | - |  | ------



| |  |  | suspension or withdrawal of regulatory approvals;
| | - |  | -------------------------------------------------



| |  |  | refusal to permit the import or export of our products;
| | - |  | -------------------------------------------------------



| |  |  | product seizure; and
| | - |  | --------------------



| |  |  | injunctions or the imposition of civil or criminal penalties.
| | - |  | -------------------------------------------------------------

Failure to obtain regulatory approval in international jurisdictions would prevent us from marketing our products abroad.

We intend to market our products, if approved, outside the United States. In order to market our products in the European Union and other
foreign jurisdictions, we must obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. With respect to some of our product candidates, our collaborator has, or we expect that a future collaborator will
have, responsibility to obtain regulatory approvals outside the United States, and we will depend on our existing or future collaborators to obtain these approvals. The approval procedure varies among countries and can involve additional testing and
additional review periods. The time required to obtain approval may differ from and may be longer than that required to obtain FDA approval. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval
as well as additional risks. We may not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one foreign
regulatory authority does not ensure approval by regulatory authorities in other foreign countries or jurisdictions or by the FDA, but a failure or delay in obtaining regulatory approval in one country may negatively impact the regulatory process in
others. We and our existing or future collaborators may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize our products in any market.



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Risks Related to Commercialization

The commercial success of any products that we may develop will depend upon the degree of market acceptance by physicians, patients, healthcare
payors and others in the medical community.

Any products that we bring to the market may not gain market acceptance
by physicians, patients, healthcare payors and others in the medical community. If these products do not achieve an adequate level of acceptance, we may not generate material product revenues and we may not become profitable. The degree of market
acceptance of our product candidates, if approved for commercial sale, will depend on a number of factors, including:



| |  |  | the prevalence and severity of any side effects;
| | - |  | ------------------------------------------------



| |  |  | the efficacy and potential advantages over alternative treatments;
| | - |  | ------------------------------------------------------------------



| |  |  | the ability to offer our product candidates for sale at competitive prices;
| | - |  | ---------------------------------------------------------------------------



| |  |  | relative convenience and ease of administration;
| | - |  | ------------------------------------------------



| |  |  | the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | the strength of marketing and distribution support; and
| | - |  | -------------------------------------------------------



| |  |  | sufficient third-party coverage or reimbursement.
| | - |  | -------------------------------------------------

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to generate product revenues.

We do not have a sales organization and have no experience in the sale, marketing or distribution of pharmaceutical
products. To achieve commercial success for any approved product, we must either develop a sales and marketing organization or outsource these functions to third parties. Currently, we plan to build a focused specialty sales and marketing
infrastructure to market or copromote some of our product candidates if and when they are approved. There are risks involved with establishing our own sales and marketing capabilities, as well as in entering into arrangements with third parties to
perform these services. For example, developing a sales force is expensive and time-consuming and could delay any product launch. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing capabilities
is delayed as a result of FDA requirements or other reasons, we would incur related expenses too early relative to the product launch. This may be costly, and our investment would be lost if we cannot retain our sales and marketing personnel. In
addition, marketing and promotion arrangements in the pharmaceutical industry are heavily regulated, and many marketing and promotional practices that are common in other industries are prohibited or restricted. These restrictions are often
ambiguous and subject to conflicting interpretations, but carry severe administrative, civil, and criminal penalties for noncompliance. It may be costly to implement internal controls to facilitate compliance by our sales and marketing personnel.

If we are unable to obtain adequate reimbursement from third-party payors for any products that we may develop or acceptable prices for
those products, our revenues and prospects for profitability will suffer.

Most patients will rely on Medicare and
Medicaid, private health insurers and other third-party payors to pay for their medical needs, including any drugs we or our existing or future collaborators may market. If third-party payors do not provide adequate coverage or reimbursement for any
products that we may develop, our revenues and prospects for profitability will suffer.

Regulatory approval to market a drug
product does not assure that the product will be eligible for coverage by third-party payors or, assuming it is covered, that it will receive a profitable price. The process for obtaining third-party coverage and payment is costly and
time-consuming. We may need to conduct expensive



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pharmacoeconomic studies in order to demonstrate the cost-effectiveness of our products. Our products may not be considered medically necessary or cost- effective. Adequate third-party
reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development.

Coverage through the Medicare prescription drug benefit program may increase demand for our products, but participating suppliers are required to negotiate prices with drug procurement organizations on
behalf of Medicare beneficiaries. These prices are likely to be lower than we might otherwise obtain. Future legislation might allow government agencies to negotiate prices directly with drug companies, which could lead to even lower prices. Drugs
sold to state-operated Medicaid programs are subject to mandatory rebate agreements that require quarterly payments to states based on the drugs average manufacturer price and best price. Private, non-governmental third-party payors frequently
base their coverage policies and the prices they are willing to pay on the policies and payment rates under the Medicare and Medicaid programs.

A primary trend in the United States healthcare industry is toward cost containment. Third-party payors are challenging the prices charged for medical products and services, and many third-party payors
limit reimbursement for newly-approved healthcare products. In particular, third-party payors may limit the indications for which they will reimburse patients who use any products that we may develop. Cost control initiatives could decrease the
price we might establish for products that we may develop, which would result in lower product revenues to us. Moreover, the U.S. Congress recently enacted major legislation that will dramatically overhaul the health care system in the United States
and that could significantly change the market for pharmaceuticals.

U.S. drug prices may be further constrained by possible
Congressional action regarding drug reimportation into the United States. Legislation proposed in past Congressional sessions would allow the reimportation of approved drugs originally manufactured in the United States back into the United States
from other countries where the drugs are sold at a lower price. Some governmental authorities in the U.S. are pursuing lawsuits to obtain expanded reimportation authority. Such legislation, regulations, or judicial decisions could reduce the
prices we receive for any products that we may develop, if approved, negatively affecting our revenues and prospects for profitability. Alternatively, in response to legislation such as this, we might elect not to seek approval for or market our
products in foreign jurisdictions in order to minimize the risk of reimportation, which could also reduce the revenue we generate from our product sales. Even without legislation authorizing reimportation, patients have been purchasing prescription
drugs from Canadian and other non-United States sources, which has reduced the price received by pharmaceutical companies for their products.

In addition, in some foreign countries, particularly the countries of the European Union, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing
negotiations with governmental authorities can take six to 12 months or longer after the receipt of regulatory marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical
trial that compares the cost-effectiveness of our product candidates or products to other available therapies. The conduct of such a clinical trial could be expensive and result in delays in commercialization of our products.

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of any
products that we may develop.

We face an inherent risk of product liability exposure related to the testing of our
product candidates in human clinical trials and will face an even greater risk if we commercially sell any products that we may develop. If we cannot successfully defend ourselves against claims that our product candidates or products caused
injuries, we will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:



| |  |  | decreased demand for any product candidates or products that we may develop;
| | - |  | ----------------------------------------------------------------------------



| |  |  | injury to our reputation;
| | - |  | -------------------------



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| |  |  | withdrawal of clinical trial participants;
| | - |  | ------------------------------------------



| |  |  | costs to defend the related litigation;
| | - |  | ---------------------------------------



| |  |  | substantial monetary awards to trial participants or patients;
| | - |  | --------------------------------------------------------------



| |  |  | loss of revenue; and
| | - |  | --------------------



| |  |  | the inability to commercialize any products that we may develop.
| | - |  | ----------------------------------------------------------------

We have product liability insurance that covers our clinical trials up to a $5.0 million annual aggregate limit with a deductible of
$25,000 per claim. The amount of insurance that we currently hold may not be adequate to cover all liabilities that may occur. We intend to expand our insurance coverage to include the sale of commercial products if we obtain marketing approval for
any products. Insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost and we may not be able to obtain insurance coverage that will be adequate to satisfy any liability that may arise.

We face substantial competition which may result in others discovering, developing or commercializing products before or more
successfully than we do.

The development and commercialization of new drugs is highly competitive. We face
competition with respect to our current product candidates and any products we may seek to develop or commercialize in the future from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. Our
competitors may develop products that are more effective, safer, more convenient or less costly than any that we are developing. Our competitors may also obtain FDA or other regulatory approval for their products more rapidly than we may obtain
approval for ours. We believe that our most significant competitors in the area of drugs that work by modulating the activity of ion channels are large pharmaceutical companies which have internal ion channel drug discovery groups as well as smaller
more focused companies engaged in ion channel drug discovery.

There are approved products on the market for all of the
diseases and indications for which we are developing products. In many cases, these products have well known brand names, are distributed by large pharmaceutical companies with substantial resources and have achieved widespread acceptance among
physicians and patients. In addition, we are aware of product candidates of third parties that are in development, which, if approved, would compete against product candidates for which we receive marketing approval.

Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing,
preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative
arrangements with large and established companies. These third parties compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well
as in acquiring technologies complementary to or necessary for our programs or advantageous to our business.

Our business activities
involve the use of hazardous materials, which require compliance with environmental and occupational safety laws regulating the use of such materials. If we violate these laws, we could be subject to significant fines, liabilities or other adverse
consequences.

Our research and development programs involve the controlled use of hazardous materials. Accordingly,
we are subject to federal, state and local laws governing the use, handling and disposal of these materials. Although we believe that our safety procedures for handling and disposing of these materials comply in all material respects with the
standards prescribed by state and federal regulations, we cannot completely eliminate the risk of accidental contamination or injury from these materials. In addition, our existing or future collaborators may not comply with these laws. In the event
of an accident or failure to comply with environmental laws, we could be



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held liable for damages that result, and any such liability could exceed our assets and resources. We maintain liability insurance for some of these risks, but our policy excludes pollution and
has a coverage limit of $5.0 million.

Risks Related to Employees and Growth

If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop or commercialize our
product candidates.

Our success depends on our continued ability to attract, retain and motivate highly qualified
managerial and key scientific personnel. We consider retaining Dr. P. Kay Wagoner, our president and chief executive officer, to be key to our efforts to develop and commercialize our product candidates. All of our employees, other than
Dr. Wagoner and Dr. Richard D. Katz, are at-will employees and can terminate their employment at any time. Our employment agreements with Dr. Wagoner and Dr. Katz are terminable by them on short notice.

Our business requires us to maintain a significant number of qualified scientific and commercial personnel, including clinical
development, regulatory, marketing and sales executives and field personnel, as well as administrative personnel. We have implemented a number of cost savings measures in an effort to conserve cash, including reductions in the workforce. There is
competition from other companies and research and academic institutions for qualified personnel in the areas of our activities. If we cannot continue to retain and attract, on acceptable terms, the qualified personnel necessary for the continued
development of our business, we may not be able to sustain our operations or grow.

Risks Relating to Our Private Placements
and At-the-Market Equity Issuance Facility

The number of shares of our common stock outstanding has increased substantially as a
result of the equity investments by Pfizer that closed on August 20, 2007 and February 13, 2008; Pfizer beneficially owns a significant block of our common stock; and upon registration under the Securities Act of 1933, as amended, or the
Securities Act, these shares will be generally available for resale in the public market.

Upon the closing of the
equity investment by Pfizer on August 20, 2007, we issued 336,021 shares of our common stock to Pfizer. Upon the closing of the equity investment by Pfizer on February 13, 2008, we issued an additional 730,994 shares of our common stock to
Pfizer as a result of the exercise of our put option to sell to Pfizer up to an additional $10.0 million of common stock at the fair market value of the common stock at the time of exercise. The issuance of the aggregate of 1,064,515 shares to
Pfizer, which owns approximately 15% of our common stock as of February 28, 2011, resulted in substantial dilution to stockholders who held our common stock prior to the equity investments by Pfizer.

In accordance with the purchase agreement for the equity investment by Pfizer, we have agreed to file, at any time after August 20,
2008, upon the request of Pfizer, a registration statement with the SEC covering the resale of the aggregate number of shares issued pursuant to the purchase agreement. Upon such registration of the shares issued in the equity investment by Pfizer,
these shares will become generally available for immediate resale in the public market. In addition, Pfizer may sell these shares prior to their registration in transactions exempt from registration under the Securities Act. The market price of our
common stock could fall due to an increase in the number of shares available for sale in the public market or if Pfizer decides to sell our shares of common stock.

If we do not obtain and maintain effectiveness of the registration statement covering the resale of the shares issued in the equity investment by Pfizer, upon the request of Pfizer, we will be
required to pay certain liquidated damages, which could be material in amount.

The terms of the purchase agreement
that we entered into in connection with the equity investment by Pfizer require us to pay liquidated damages to Pfizer in the event that we do not file the registration statement with the



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SEC within 30 days after the request by Pfizer to file such registration statement, the registration statement does not become effective or its effectiveness is not maintained beginning 90 days
after the registration request (if the registration statement is not reviewed by the SEC) or 120 days after the registration request (if it is so reviewed) or, after the registration statement is declared effective by the SEC, the registration
statement is suspended by us or ceases to remain continuously effective as to all registrable securities for which it is required to be effective, with certain specified exceptions. We refer to each of these events as a registration default. Subject
to the specified exceptions, for each 30-day period or portion thereof during which a registration default remains uncured, we are obligated to pay Pfizer an amount in cash equal to 1% of Pfizers aggregate purchase price, up to a maximum of
10% of the aggregate purchase price paid by Pfizer. These amounts could be material, and any liquidated damages we are required to pay could have a material adverse effect on our financial condition.

The number of shares of our common stock outstanding has increased substantially as a result of the at-the-market equity issuance
facility that we entered into on December 10, 2010 and may continue to increase if we enter into similar equity issuance facilities in the future.

On December 10, 2010, we entered into an at market issuance sales agreement, or the sales agreement, with McNicoll, Lewis & Vlak LLC, or MLV, pursuant to which we could issue and sell shares
of our common stock having an aggregate offering price of up to $2.6 million from time to time through MLV. On January 20, 2011, we terminated the sale agreement in accordance with the provisions of the sales agreement. During the term of the
sales agreement, we sold shares having an aggregate offering price of $2.4 million. The issuance of these shares resulted in dilution to stockholders who held our common stock prior to the offering. These shares are available for immediate resale in
the public market. The market price of our common stock could fall due to an increase in the number of shares available for sale in the public market. In addition, we may enter into similar equity issuance facilities in the future, which would
enable us to sell additional newly issued shares into the public market in order to raise additional capital.

General
Company Related Risks

Our executive officers, directors and principal stockholders have substantial control over us and could limit
your ability to influence the outcome of matters submitted to stockholders for approval.

As of February 28,
2011, our executive officers, directors and stockholders who owned more than 5% of our outstanding common stock beneficially owned, in the aggregate, shares representing approximately 35% of our capital stock. As a result, if these stockholders were
to choose to act together, they could influence or control matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they choose to act together, could influence the election of
directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could lead to a delay in or prevent an acquisition of our company on terms that other stockholders may desire.

Our corporate charter documents, our stockholder rights plan, Delaware law and our purchase agreement for the equity investment by
Pfizer contain provisions that may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us.

Provisions of our corporate charter and bylaws may discourage, delay or prevent a merger, acquisition or other change in control that
stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management.
These provisions include:



| |  |  | a classified board of directors;
| | - |  | --------------------------------



| |  |  | limitations on the removal of directors;
| | - |  | ----------------------------------------



| |  |  | advance notice requirements for stockholder proposals and nominations;
| | - |  | ----------------------------------------------------------------------



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| |  |  | the inability of stockholders to act by written consent or to call special meetings; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote is
necessary to amend or repeal the above provisions of our corporate charter. In addition, absent approval of our board of directors, our bylaws may only be amended or repealed by the affirmative vote of the holders of at least 75% of our shares of
capital stock entitled to vote.

On December 2, 2008, we adopted a stockholder rights plan pursuant to which we issued a
dividend of one preferred share purchase right for each share of our common stock held by stockholders of record on December 15, 2008. Our stockholders approved the rights plan on June 2, 2009. Upon the effectiveness of our reverse stock
split on September 21, 2010, the total number of preferred share purchase rights remained the same, but the number of rights associated with each share of common stock was increased by a factor of eight. Therefore, due to the reverse stock
split, each share of common stock now trades with eight rights, each of which entitles the registered holder to purchase from us one one-thousandth of a share of our series A junior participating preferred stock, at a purchase price of $7.50 per
share, subject to adjustment under certain circumstances. Unless we redeem or exchange the rights at an earlier date, they will expire upon the close of business on December 2, 2018.

The rights issued under our rights plan will automatically trade with the underlying common stock and will initially not be exercisable.
If a person acquires or commences a tender offer for 15% (or in the case of Pfizer, which currently owns approximately 15% of our common stock, 20%) or more of our common stock in a transaction that was not approved by our board of directors, each
right, other than those owned by the acquiring person, would instead entitle the holder to purchase $15.00 worth of our common stock for the $7.50 exercise price. If we are involved in a merger or other transaction with another company that is not
approved by our board of directors, in which we are not the surviving corporation or which transfers more than 50% of our assets to another company, then each right, other than those owned by the acquiring person, would instead entitle the holder to
purchase $15.00 worth of the acquiring companys common stock for the $7.50 exercise price. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. Although we
believe that our stockholder rights plan will help enhance our ability to negotiate with a prospective acquirer in order to ensure that all company stockholders realize the long-term value of their investment, it could have the effect of
discouraging, delaying or preventing a change of control of our company, including under circumstances that some stockholders may consider favorable.

Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which
together with its affiliates owns or within the last three years has owned 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination
is approved in a prescribed manner. Accordingly, Section 203 may discourage, delay or prevent a change of control of our company.

Pfizer has agreed to constitute and appoint our president and treasurer, and each of them, with full power of substitution, as the proxies of Pfizer with respect to matters on which Pfizer is
entitled to vote as a holder of common stock, and authorize each of them to represent and to vote all of Pfizers shares with respect to matters other than a merger or acquisition of our company, the disposition of all or substantially all
of our assets, or a change of control of our company. In addition, if on the record date for any vote of our common stock Pfizer holds greater than 10% of the outstanding shares of our common stock, with respect to any of Pfizers shares
in excess of the number of shares equal to 10% of the outstanding shares of our common stock, Pfizer has agreed to constitute and appoint such persons as the proxies of Pfizer and authorize each of them to represent and to vote with respect to
matters related to a merger or acquisition of our company, the disposition of all or substantially all



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of our assets, or a change of control of our company, in the same manner and in the same proportion as shares of common stock held by our other shareholders are voted on such matters.
However, if both (1) we issue common stock that represents more than 10% of our then outstanding common stock to a third party strategic investor in connection with a collaboration agreement and (2) the voting rights granted to such
third party contain fewer restrictions, then Pfizers voting rights shall be deemed to be automatically modified so as to make such rights no less favorable to Pfizer than those granted to the third party strategic investor. Pfizer will have
significant influence over the outcome of a stockholder vote with respect to the approval of mergers or other business combination transactions. In addition, with respect to matters other than the approval of mergers or other business combination
transactions, our management will control how Pfizers shares are voted and therefore may have significant influence over the outcome of a stockholder vote with respect to such matters.

A significant portion of our total outstanding shares may be sold into the market at any time. This could cause the market price of our common
stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our
common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. As of February 28,
2011, we had 7,309,768 shares of common stock outstanding. Substantially all of these shares, including those shares issued in the private placement and the at the market equity issuance facility, may be resold in the public market at
any time. Moreover, Pfizer, which holds 1,064,515 shares of our common stock, has the right to require us to file a registration statement covering the resale of their shares, as discussed above. We also have registered all shares of common stock
that we may issue under our equity compensation plans. As a result, they can be freely sold in the public market upon issuance. In addition, shares from certain restricted stock unit grants are automatically sold upon vesting to cover related
employee tax obligations.

ITEM 1BUNRESOLVED STAFF COMMENTS

None.

ITEM 2PROPERTIES

Our principal facilities consist of approximately 32,000 square feet of research and office space located at 4222 Emperor Boulevard, Durham, North Carolina and research space located at 3908 Patriot
Drive, Durham, North Carolina which we occupy under several leases that expire over the period from 2011 to 2012.

ITEM 3LEGAL PROCEEDINGS

We are not currently a party to any material legal proceedings.

ITEM 4[REMOVED AND RESERVED]



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PART II

ITEM 5MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our common stock has traded on the Nasdaq Global Market (formerly the Nasdaq National Market) under the symbol ICGN since our initial public offering, or IPO, on February 3, 2005. The
following table sets forth, for the calendar periods indicated, the range of high and low sales prices for our common stock on the Nasdaq Global Market. All prices shown in the table reflect the one-for-eight reverse split of our issued and
outstanding shares of common stock that was effected on September 21, 2010.



|               |  |      |       |  |     |   |      | 
|-------------- |  | ---- | ----- |  | --- | - | ---- | 
|2009           |  | High |       |  | Low |  
|First Quarter  |  | $    | 4.80  |  |     | $ | 2.72 | 
|Second Quarter |  | $    | 5.92  |  |     | $ | 2.48 | 
|Third Quarter  |  | $    | 12.72 |  |     | $ | 2.80 | 
|Fourth Quarter |  | $    | 8.40  |  |     | $ | 2.88 | 



|               |  |      |      |  |     |   |      | 
|-------------- |  | ---- | ---- |  | --- | - | ---- | 
|2010           |  | High |      |  | Low |  
|First Quarter  |  | $    | 9.60 |  |     | $ | 3.28 | 
|Second Quarter |  | $    | 6.40 |  |     | $ | 2.80 | 
|Third Quarter  |  | $    | 3.44 |  |     | $ | 0.96 | 
|Fourth Quarter |  | $    | 2.63 |  |     | $ | 1.03 | 

On February 28, 2011, there were
34 stockholders of record of our common stock. On February 28, 2011, the last sale price reported on the Nasdaq Global Market for our common stock was $3.09 per share.

Performance Graph

The graph below compares the cumulative 5-year total
stockholder return on our common stock for the period from December 31, 2005, through December 31, 2010 with the cumulative total return on the Nasdaq Market Index and the Nasdaq Biotechnology Index. Each comparison assumes the investment
of $100 on January 1, 2006 in our common stock and in each of the indices and, in each case, assumes reinvestment of all dividends.

LOGO



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|                               |  |                  |        |  |               |   |        |                   |  |   |                   |  |  |                  |        |  |               |   |        |                   |  |   |                   |  |  |                  |        |  |  |   |        |  |  |   |        | 
|------------------------------ |  | ---------------- | ------ |  | ------------- | - | ------ | ----------------- |  | - | ----------------- |  |  | ---------------- | ------ |  | ------------- | - | ------ | ----------------- |  | - | ----------------- |  |  | ---------------- | ------ |  |  | - | ------ |  |  | - | ------ | 
|                               |  | December 31,2005 |        |  | March 31,2006 |   |        | June 30,2006      |  |   | September 30,2006 |  |  | December 31,2006 |        |  | March 31,2007 |   |        | June 30,2007      |  |   | September 30,2007 |  |  | December 31,2007 |       
|Icagen, Inc.                   |  | $                | 100    |  |               | $ | 128.68 |                   |  | $ | 77.52             |  |  | $                | 14.26  |  |               | $ | 15.66  |                   |  | $ | 24.96             |  |  | $                | 31.01  |  |  | $ | 31.01  |  |  | $ | 26.05  | 
|The Nasdaq Market Index        |  |                  | 100    |  |               |   | 106.07 |                   |  |   | 99.01             |  |  |                  | 102.96 |  |               |   | 110.31 |                   |  |   | 110.79            |  |  |                  | 119.28 |  |  |   | 123.99 |  |  |   | 121.94 | 
|The Nasdaq Biotechnology Index |  |                  | 100    |  |               |   | 106.45 |                   |  |   | 94.02             |  |  |                  | 95.47  |  |               |   | 101.07 |                   |  |   | 98.37             |  |  |                  | 101.65 |  |  |   | 108.21 |  |  |   | 105.77 | 
|                               |  |                  |        |  |               |   |        |                   | 
|                               |  | March 31,2008    |        |  | June 30,2008  |   |        | September 30,2008 |  |   | December 31,2008  |  |  | March 31,2009    |        |  | June 30,2009  |   |        | September 30,2009 |  |   | December 31,2009  |  |  |                  |       
|Icagen, Inc.                   |  | $                | 23.41  |  |               | $ | 24.19  |                   |  | $ | 15.19             |  |  | $                | 8.37   |  |               | $ | 6.20   |                   |  | $ | 7.44              |  |  | $                | 15.66  |  |  | $ | 7.01   |  |  |   |        | 
|The Nasdaq Market Index        |  |                  | 104.17 |  |               |   | 105.83 |                   |  |   | 96.72             |  |  |                  | 73.13  |  |               |   | 71.09  |                   |  |   | 85.56             |  |  |                  | 99.17  |  |  |   | 106.28 |  |  |   |        | 
|The Nasdaq Biotechnology Index |  |                  | 98.94  |  |               |   | 100.81 |                   |  |   | 106.26            |  |  |                  | 92.76  |  |               |   | 86.88  |                   |  |   | 95.41             |  |  |                  | 106.93 |  |  |   | 107.47 |  |  |   |        | 
|                               |  |                  |        |  |               |   |        |                   | 
|                               |  | March 31,2010    |        |  | June 30,2010  |   |        | September 30,2010 |  |   | December 31,2010  |  |  |                  |        |  |               |   |        |                   |  |   |                   |  |  |                  |       
|Icagen, Inc.                   |  | $                | 11.16  |  |               | $ | 6.20   |                   |  | $ | 2.40              |  |  | $                | 3.43   |  |               |   |        |                   |  |   |                   |  |  |                  |        |  |  |   |        |  |  |   |        | 
|The Nasdaq Market Index        |  |                  | 112.55 |  |               |   | 99.23  |                   |  |   | 111.67            |  |  |                  | 125.43 |  |               |   |        |                   |  |   |                   |  |  |                  |        |  |  |   |        |  |  |   |        | 
|The Nasdaq Biotechnology Index |  |                  | 120.65 |  |               |   | 102.00 |                   |  |   | 114.23            |  |  |                  | 123.86 |  |               |   |        |                   |  |   |                   |  |  |                  |        |  |  |   |        |  |  |   |        | 

The information included under the heading Performance Graph in Item 5 of this
Annual Report on Form 10-K is furnished and not filed and shall not be deemed to be soliciting material or subject to Regulation 14A, shall not be deemed filed for purposes of Section 18 of
the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Dividend Policy

We have never declared or paid cash dividends on our
capital stock. We currently intend to retain all of our future earnings to finance the growth and development of our business. We do not intend to pay cash dividends to our stockholders in the foreseeable future.

Recent Sales of Unregistered Securities

We did not sell any equity securities that were not registered under the Securities Act in the fourth quarter of 2010.

Issuer Purchases of Equity Securities

We did not make any purchases of our
shares of common stock in the fourth quarter of fiscal 2010, nor did any affiliated purchaser or anyone acting on behalf of us or an affiliated purchaser.

ITEM 6SELECTED FINANCIAL DATA

The
selected financial data set forth below should be read together with Managements Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes included in this Annual Report
on Form 10-K.



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The selected financial data set forth below as of December 31, 2010 and 2009 and for
the years ended December 31, 2010, 2009 and 2008 are derived from our audited financial statements included in this Annual Report on Form 10-K. All other selected financial data set forth below is derived from our audited financial
statements not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results of operations to be expected in the future.



|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|---------------------------------------------------------------- |  | ----------------------------------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | --- |  | - | --------- | -
|                                                                 |  | Year ended December 31,                         |          
|                                                                 |  | 2010                                            |           |   | 2009 |   |           | 2008 |  |   | 2007      |   |  | 2006 |          
|                                                                 |  | (in thousands, except share and per share data) |          
|Selected statement of operations data:                           |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Collaborative research and development revenues:                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Research and development fees                                    |  | $                                               | 9,926     |   |      | $ | 9,342     |      |  | $ | 11,711    |   |  | $    | 17,383    | (1) |  | $ | 1,953     |  
|Reimbursed research and development costs                        |  |                                                 | 606       |   |      |   | 291       |      |  |   | 580       |   |  |      | 3,734     |     |  |   | 6,467     |  
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Total collaborative research and development revenues            |  |                                                 | 10,532    |   |      |   | 9,633     |      |  |   | 12,291    |   |  |      | 21,117    |     |  |   | 8,420     |  
|Operating expenses:                                              |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Research and development                                         |  |                                                 | 13,243    |   |      |   | 18,063    |      |  |   | 22,140    |   |  |      | 27,854    |     |  |   | 28,820    |  
|General and administrative                                       |  |                                                 | 4,329     |   |      |   | 4,290     |      |  |   | 5,748     |   |  |      | 5,940     |     |  |   | 5,907     |  
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Total operating expenses                                         |  |                                                 | 17,572    |   |      |   | 22,353    |      |  |   | 27,888    |   |  |      | 33,794    |     |  |   | 34,727    |  
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Loss from operations                                             |  |                                                 | (7,040    | ) |      |   | (12,720   | )    |  |   | (15,597   | ) |  |      | (12,677   | )   |  |   | (26,307   | )
|Other income (loss), net                                         |  |                                                 | 678       |   |      |   | (137      | )    |  |   | 782       |   |  |      | 1,792     |     |  |   | 1,499     |  
|Income tax refund                                                |  |                                                 | 4         |   |      |   | 88        |      |  |   |          |   |  |      |          |     |  |   |          |  
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Net loss                                                         |  | $                                               | (6,358    | ) |      | $ | (12,769   | )    |  | $ | (14,815   | ) |  | $    | (10,885   | )   |  | $ | (24,808   | )
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Basic and diluted net loss per share (2)                         |  | $                                               | (1.06     | ) |      | $ | (2.17     | )    |  | $ | (2.57     | ) |  | $    | (2.33     | )   |  | $ | (8.93     | )
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Weighted average common shares outstandingbasic and diluted (2) |  |                                                 | 5,970,095 |   |      |   | 5,883,095 |      |  |   | 5,770,987 |   |  |      | 4,679,018 |     |  |   | 2,777,457 |  
|                                                                 |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|                                                                 | 
|                                                                 |  | December 31,                                    |          
|                                                                 |  | 2010                                            |           |   | 2009 |   |           | 2008 |  |   | 2007      |   |  | 2006 |          
|                                                                 |  | (in thousands)                                  |          
|Selected balance sheet data:                                     |  |                                                 |           |   |      |   |           |      |  |   |           |   |  |      |           |     |  |   |           |  
|Cash and cash equivalents                                        |  | $                                               | 12,034    |   |      | $ | 18,149    |      |  | $ | 34,215    |   |  | $    | 43,513    |     |  | $ | 25,131    |  
|Working capital                                                  |  |                                                 | 10,472    |   |      |   | 15,240    |      |  |   | 26,429    |   |  |      | 32,896    |     |  |   | 19,571    |  
|Total assets                                                     |  |                                                 | 14,539    |   |      |   | 21,092    |      |  |   | 37,880    |   |  |      | 46,657    |     |  |   | 30,815    |  
|Equipment debt financing, less current portion                   |  |                                                 | 128       |   |      |   | 478       |      |  |   | 971       |   |  |      | 757       |     |  |   | 774       |  
|Accumulated deficit                                              |  |                                                 | (145,567  | ) |      |   | (139,209  | )    |  |   | (126,440  | ) |  |      | (111,625  | )   |  |   | (100,740  | )
|Total stockholders equity                                       |  |                                                 | 11,665    |   |      |   | 16,699    |      |  |   | 28,112    |   |  |      | 30,684    |     |  |   | 12,047    |  



|(1) | Amount includes $11.5 million of incremental revenue recognized as a result of the termination of the collaboration agreement with McNeil. We had recorded an upfront
payment and a milestone payment from McNeil totaling $15.0 million as deferred revenue and were amortizing such deferred revenue over the original 15 year estimated service period of the contract. In June 2007, we revised our estimate of the term of
our substantive obligations under the contract from ending in June 2019 to ending in September 2007. Accordingly, we recognized the remaining balance of deferred revenue in 2007 as the collaboration ended and our contractual obligations became
complete.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts for 2006  2009 have been adjusted to reflect the September 21, 2010 one-for-eight reverse stock split.
|--- | ---------------------------------------------------------------------------------------------------------------



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ITEM 7MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set
forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the
section entitled Risk Factors of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements
contained in the following discussion and analysis.

Overview

We are a biopharmaceutical company focused on the discovery, development and commercialization of novel orally-administered small molecule
drugs that modulate ion channel targets. Utilizing our proprietary know-how and integrated scientific and drug development capabilities, we have identified multiple drug candidates that modulate ion channels. We are conducting research and
development activities in a number of disease areas, including epilepsy, pain and inflammation.

Since our incorporation in
November 1992, we have devoted substantially all of our resources to the discovery and development of drug candidates with activity at ion channels. We currently have two clinical development programs, one of which we are conducting in collaboration
with Pfizer, as well as other drug discovery programs addressing specific ion channel targets. We have not received approval to market any product and, to date, have received no product revenues.

Since our inception, we have incurred substantial losses and, as of December 31, 2010, we had an accumulated deficit of $145.6
million. These losses and accumulated deficit have resulted from the significant costs incurred in the research and development of our compounds and technologies and general and administrative costs. We expect that our operating losses will continue
for at least the next several years.

A substantial portion of our revenue for at least the next several years will depend on
our achieving development and regulatory milestones in our existing collaborative research and development program and entering into new collaborations. Our revenue may vary substantially from quarter to quarter and year to year. Our operating
expenses may also vary substantially from quarter to quarter and year to year based on the timing of clinical trial patient enrollment and our research activities. We believe that period-to-period comparisons of our results of operations are not
meaningful and should not be relied on as indicative of our future performance.

The successful development of our product
candidates is highly uncertain. ICA-105665, a small molecule compound that targets specific KCNQ ion channels, is in Phase II development for the treatment of epilepsy. The continued development of ICA-105665 will be dependent upon the availability
of additional capital, the receipt of additional milestones from our existing collaboration or the formation of one or more new collaborations. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or
more of our research and development programs.

If sufficient funding is available and the scope of the clinical trials that
we are conducting expands, we expect that our operating losses will continue and likely increase substantially for at least the next several quarters and years as we continue to expand our research, development and clinical trial activities and



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infrastructure. We cannot reasonably estimate or know the nature, timing and estimated expenses of the efforts necessary to complete the remainder of the development of, or the period in which
material net cash inflows will commence from, any of our product candidates due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:



| |  |  | the scope, rate of progress and expense of our clinical trials and other research and development activities;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | future clinical trial results;
| | - |  | ------------------------------



| |  |  | the expense of clinical trials for additional indications;
| | - |  | ----------------------------------------------------------



| |  |  | the success of our collaboration with Pfizer;
| | - |  | ---------------------------------------------



| |  |  | the terms and timing of any collaborative, licensing and other arrangements that we may establish;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the expense and timing of regulatory approvals;
| | - |  | -----------------------------------------------



| |  |  | the expense of establishing clinical and commercial supplies of our product candidates and any products that we may develop;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | the effect of competing technological and market developments; and
| | - |  | ------------------------------------------------------------------



| |  |  | the expense of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

However, we do not expect to generate product revenue for at least the next several years. If any of our programs experience delays or do not result in a
commercial product, we would not generate revenue from that program in a timely manner or at all.

Critical Accounting Policies and
Estimates

The discussion and analysis of our financial condition and results of operations set forth below are based on
our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those described below. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our
significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

Our existing or future collaboration agreements contain or could contain multiple elements, including non-refundable upfront license fees,
payments for reimbursement of research and development costs, payments for ongoing research and development, milestone payments associated with achieving development, regulatory and commercial milestones and royalties based on specified percentages
of net product sales, if any. We consider a variety of factors in determining the appropriate method of revenue recognition under such arrangements, such as whether the elements are separable, whether there are determinable fair values and whether
there is a unique earnings process associated with each element of a contract.

We record cash received in advance of revenue
recognition as deferred revenue and recognize revenues as services are performed over the applicable term of the agreement. When the period of deferral cannot be



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specifically identified from the agreement, we estimate the period based upon other factors contained within the agreement. We continually review these estimates, which could result in a change
in the deferral period and the timing and the amount of revenue recognized.

When a payment is specifically tied to a separate
earnings process, we recognize revenues when the specific performance obligation associated with the payment is completed. Performance obligations typically consist of significant milestones in the development life cycle of the related program, such
as the initiation or completion of clinical trials, filing for approval with regulatory agencies and receipt of approvals by regulatory agencies. Revenues from milestone payments may be considered separable from funding for research and development
services because of the uncertainty surrounding the achievement of milestones for products in early stages of development. Accordingly, we can recognize these payments as revenues if and when the performance milestone is achieved if they represent a
separate earnings process as described in Accounting Standards Codification, or ASC 605 (formerly Emerging Issues Task Force, or EITF, Issue 00-21, Revenue Arrangements with Multiple Deliverables, or EITF 00-21).

In connection with our existing or future research and development collaborations, we recognize or would recognize revenues from
non-refundable upfront license fees, which we do not believe are specifically tied to a separate earnings process, ratably over the term of the agreement. Research and development services provided under our collaboration agreement with Pfizer are
on a fixed fee basis. We recognize revenues associated with long-term, fixed fee contracts based on the performance requirements of such agreements and as services are performed. Our collaboration agreement with Pfizer allows for research term
extensions upon mutually agreeable terms. We recognize revenues from contract extensions as we perform the extended services.

In connection with our collaboration with Pfizer, Pfizer paid us an initial upfront license fee of $12.0 million. We recognized this
payment from Pfizer as revenue in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition, or SAB 104, ASC 605 (formerly EITF 00-21) and other relevant accounting literature. Specifically, we recorded the
$12.0 million upfront payment as deferred revenue, which we amortized to revenue over the initial two-year term of the research collaboration. During the year ended December 31, 2010, Pfizer made payments to us totaling $4.0 million
related to the achievement of various clinical milestones. We recognized these payments from Pfizer as revenue in accordance with SAB 104, ASC 605 (formerly EITF 00-21) and other relevant accounting literature. Specifically, we recorded the
$4.0 million as revenue upon achievement of the milestones.

We also recognize revenues derived from reimbursement of
direct out-of-pocket expenses for research and development costs associated with our collaboration with Pfizer in accordance with ASC 605 (formerly EITF 99-19), Reporting Revenue Gross as a Principal Versus Net as an Agent. We reflect the
associated research costs in our research and development expense.

None of the payments that we have received from
collaborators to date, whether recognized as revenue or deferred, are refundable even if the related program is not successful.

Accrued
Expenses

As part of the process of preparing financial statements, we are required to estimate accrued expenses. This
process involves identifying services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for such service where we have not yet been invoiced or otherwise notified of actual cost. We
make these estimates as of each balance sheet date in our financial statements. Examples of estimated accrued expenses include:



| |  |  | fees payable to contract research organizations in conjunction with clinical trials;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | fees payable to contract manufacturers in conjunction with the production of clinical trial materials; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | professional service fees.
| | - |  | --------------------------



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In accruing service fees, we estimate the time period over which services will be provided
and the level of effort in each period. If the actual timing of the provision of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. The majority of our service providers invoice us monthly in arrears
for services performed. In the event that we do not identify costs that have begun to be incurred or we underestimate or overestimate the level of services performed or the costs of such services, our actual expenses could differ from such
estimates. The date on which some services commence, the level of services performed on or before a given date and the cost of such services are often subjective determinations. We make judgments based upon the facts and circumstances known to us at
each reporting period end.

Research and Development

We expense research and development costs as incurred. Research and development expense includes, among other things, clinical trial costs. We account for our clinical trial costs by estimating the total
cost to treat a patient in each clinical trial and recognizing this cost, based on a variety of factors, beginning with the preparation for the clinical trial. This estimated cost includes payments to our contract research organizations for trial
site and patient-related costs, including laboratory costs related to the conduct of the trial, and other costs. Our cost per patient varies based on the type of clinical trial, the site of the clinical trial and the length of the treatment period
for each patient. As actual costs become known to us, we adjust our accrual; these changes in estimates may result in a material change in our clinical study accrual, which could materially affect our results of operations. Research and development
expense includes those costs described under Financial Operations OverviewResearch and Development Expense below.

Stock-Based Compensation

We account for stock-based compensation in accordance with the fair value recognition provisions of ASC 718, CompensationStock Compensation, (formerly Financial Accounting Standards Board, or
FASB, Statement No. 123 (revised 2004)), Share-Based Payments,or Statement 123(R). We use the Black-Scholes-Merton option-pricing model, which requires the input of subjective assumptions. These assumptions include estimating the length
of time vested stock options are retained before being exercised, or the expected term, the estimated volatility of our common stock price over the expected term and the number of options that will ultimately expire or be forfeited. Changes to these
subjective assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related amount recognized on the statements of operations.

Accounting for Income Taxes

Under our income tax policy, we record
the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, as well as operating loss and tax credit carryforwards, including orphan drug credit
carryforwards. We have recorded a full valuation allowance to reduce our deferred tax assets as, based on available objective evidence, it is more likely than not that the deferred tax asset will not be realized. In the event that we determine that
we will be able to realize our deferred tax assets in the future, an adjustment to the valuation allowance would increase operating results in the period the determination is made.

As of December 31, 2010, we had net operating loss carryforwards of approximately $135.3 million and research and development credit
carryforwards of approximately $3.7 million for income tax purposes that begin to expire in the year 2011. Our orphan drug credit carryforwards of $12.4 million as of December 31, 2010 for income tax purposes begin to expire in 2020. The future
utilization of our net operating loss carryforwards may be limited based upon changes in ownership pursuant to regulations promulgated under the Internal Revenue Code.



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Financial Operations Overview

Revenue

We do not currently have any commercial products for sale
and do not anticipate having any commercial products for at least the next several years. To date, our revenue has been derived almost solely from our collaborations. The aggregate revenues that we have recognized from our collaborators for research
and development in each of the last three years were as follows: 2010$9.5 million; 2009$9.6 million; and 2008$12.3 million.

During the year ended December 31, 2010, revenues from our collaboration with Pfizer accounted for 91% of our revenues, and currently we are only receiving research funding under the second renewal
term of the research phase of our collaboration with Pfizer, which is scheduled to end in December 2011. In connection with our collaboration with Pfizer, Pfizer paid us an initial upfront payment of $12.0 million. We recognized this payment from
Pfizer as revenue over the two year initial term of the collaboration in accordance with SAB 104, ASC 605 (formerly EITF 00-21) and other relevant accounting literature. During 2010, Pfizer paid us $4.0 million related to milestones achieved under
the collaboration agreement. We recognized these payments as revenue using the milestone revenue recognition model in accordance with SAB 104, ASC 605 (formerly EITF 00-21) and other relevant accounting literature.

During the year ended December 31, 2010, we entered into an agreement providing for the sale by us to Applied Genetic Technologies
Corporation, or AGTC, of our rights to certain non-core patents and patent applications relating to the ion channel gene CNGB3, which has been linked to certain disorders of the eye. AGTC paid us $1.0 million under the terms of this agreement. We
have included the revenue from the technology sale in the income statement in Research and Development Fees for the year ended December 31, 2010.

Research and Development Expense

Research and development expense
consists primarily of:



| |  |  | salaries and related expenses for personnel;
| | - |  | --------------------------------------------



| |  |  | costs of facilities and equipment;
| | - |  | ----------------------------------



| |  |  | fees paid to contract research organizations in conjunction with clinical trials;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | fees paid to contract manufacturers in conjunction with the production of clinical materials;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | fees paid to research organizations in conjunction with preclinical animal studies;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | costs of materials used in research and development;
| | - |  | ----------------------------------------------------



| |  |  | upfront license fees and milestone payments under in-licensing agreements;
| | - |  | --------------------------------------------------------------------------



| |  |  | consulting, license and sponsored research fees paid to third parties; and
| | - |  | --------------------------------------------------------------------------



| |  |  | depreciation of capital assets used to develop our products.
| | - |  | ------------------------------------------------------------

We expense both internal and external research and development costs as incurred. Our collaborators have paid for a portion of our
research and development expenses in each of the last three years. The conduct of additional clinical studies of ICA-105665 will be dependent upon the availability of additional capital, the receipt of additional milestones from our existing
collaboration or the formation of one or more new collaborations. Provided that we are able to secure additional funding, we expect that research and development expenditures will increase substantially due to the following:



| |  |  | clinical studies of ICA-105665 for the treatment of epilepsy and pain; and
| | - |  | --------------------------------------------------------------------------



| |  |  | the continued development of our research programs.
| | - |  | ---------------------------------------------------



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We use our employee and infrastructure resources for several projects. Consistent with our
target class approach to drug development, many of our costs are not attributable to a specifically identified project, but instead are directed to broadly applicable research efforts. Accordingly, we do not account for internal research and
development costs on a project-by-project basis. As a result, we cannot state precisely the total costs incurred for each of our clinical and preclinical projects on a project-by-project basis. ICA-105665 and our other lead compounds for epilepsy
and pain, and senicapoc, which we had previously studied as a potential treatment for both sickle cell disease and asthma, represent a substantial majority of the total research and development payments by us to third parties. The following table
shows, for the periods presented, the total out-of-pocket payments made by us to third parties for preclinical study support, clinical supplies and clinical trials associated with these programs:



|                                                          |  |                         |       |  |      |   |       |      |  |   |       | 
|--------------------------------------------------------- |  | ----------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                                                          |  | Year ended December 31, |      
|Development Program                                       |  | 2010                    |       |  | 2009 |   |       | 2008 | 
|                                                          |  | (in thousands)          |      
|ICA-105665 and other lead compounds for epilepsy and pain |  | $                       | 1,600 |  |      | $ | 1,997 |      |  | $ | 4,720 | 
|Senicapoc                                                 |  |                         |      |  |      |   | 3,140 |      |  |   | 1,728 | 
|                                                          |  |                         |       |  |      |   |       |      |  |   |       | 
|Total                                                     |  | $                       | 1,600 |  |      | $ | 5,137 |      |  | $ | 6,448 | 
|                                                          |  |                         |       |  |      |   |       |      |  |   |       | 

We expect that a substantial percentage of our research and development expense in the future will be
incurred in support of our current and future preclinical and clinical development programs. We are no longer continuing the clinical development of senicapoc and accordingly we do not expect to incur significant future research and development
expenses associated with this program. Our development expenditures are subject to numerous uncertainties in timing and cost to completion. In order to advance our drug development programs toward eventual commercialization of a drug product, we
test compounds in numerous preclinical studies for safety, toxicology and efficacy. We then conduct clinical trials for each drug candidate. Throughout the drug development process, we make submissions to, and engage in discussions with, drug
regulatory authorities, with the ultimate goal of submitting to these authorities and having approved applications for marketing approval. If we do not establish a collaboration for the program, we fund these activities ourselves. As we obtain
results from trials, we may elect to discontinue or delay clinical trials for some product candidates in order to focus our resources on more promising product candidates. Completion of clinical trials by us or our existing or future collaborators
may take several years or more, but the length of time generally varies substantially according to the type, complexity, novelty and intended use of a drug candidate. The cost of clinical trials may vary significantly over the life of a project as a
result of a variety of factors, including:



| |  |  | the number of patients who participate in the trials;
| | - |  | -----------------------------------------------------



| |  |  | the number of sites included in the trials;
| | - |  | -------------------------------------------



| |  |  | the length of time required to enroll trial participants;
| | - |  | ---------------------------------------------------------



| |  |  | the duration of patient follow-up; and
| | - |  | --------------------------------------



| |  |  | the efficacy and safety profile of the product candidate.
| | - |  | ---------------------------------------------------------

None of our drug candidates has received FDA or foreign regulatory marketing approval. During the first quarter of 2007, our pivotal Phase III trial of senicapoc for the treatment of sickle cell disease
was terminated. In order to achieve marketing approval, the FDA or foreign regulatory agencies must conclude that our or our collaborators clinical data establishes the safety and efficacy of the drug candidates. Furthermore, our strategy
includes entering into collaborations with third parties to participate in the development and commercialization of some of our products, such as our active collaboration with Pfizer and our past collaborations with several other pharmaceutical
companies. In situations in which third parties have control over the preclinical development or clinical trial process for a product, the estimated completion date is largely under control of that third party rather than under our control. We
cannot forecast with any degree of certainty which of our drug candidates will be subject to future collaborations or how such arrangements will affect our development plan or capital requirements.



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As a result of the uncertainties discussed above, we are unable to determine the duration
and completion costs of our research and development projects, anticipated completion dates or when and to what extent we will receive cash inflows from the commercialization and sale of a product. However, we do not expect to generate product
revenue for at least the next several years.

General and Administrative Expense

General and administrative expense consists primarily of salaries and other related costs for personnel serving finance, accounting,
intellectual property, information technology, human resource and administrative functions. Other costs include facility costs not included in research and development expense, insurance, professional fees for legal, accounting and public relations
services and the legal costs of pursuing patent protection for our intellectual property. We expect that general and administrative expenditures will remain relatively stable during 2011 but may increase in subsequent years due to increasing
payroll, public company expenses, our initial commercialization expenses if we receive marketing approvals, business development costs and expanded operational infrastructure.

Interest Income, Interest Expense and Other Income

Interest income
consists of interest earned on our cash and cash equivalents. Interest expense consists of interest incurred on equipment debt financing. Other income consists of federal funds awarded and received during 2010 for the Qualifying Therapeutic
Discovery Project under the Patient Protection and Affordable Care Act of 2010.

Results of Operations

Comparison of Years Ended December 31, 2010 and December 31, 2009

Collaborative Research and Development Revenue

Collaborative research and development revenues increased by $899,000, or 9%, to $10.5 million for the year ended December 31, 2010 from $9.6 million for the year ended December 31, 2009. This
increase was due primarily to $4.0 million of 2010 milestone payments from Pfizer, the $1.0 million patent sale to AGTC, and a $315,000 increase in reimbursed research and development costs, partially offset by a $3.7 million decrease in
amortization of the initial upfront payment from Pfizer which became fully amortized during the third quarter of 2009 as well as a $707,000 decrease in Pfizer research and development funding.

Research and Development Expense

Research and development expense decreased by $4.8 million, or 27%, to $13.2 million for the year ended December 31, 2010 from $18.1 million for the year ended December 31, 2009. This decrease
was due to a decrease of $3.1 million in expenses associated with our asthma program, which has been discontinued; the implementation of a variety of cost reduction measures, including a decrease of $1.2 million in salary and benefits expense, a
decrease of $254,000 in laboratory supplies expense, a decrease of $149,000 in expense related to pharmacology studies and a decrease of $111,000 related to software license expense; a decrease of $397,000 in expense associated with our epilepsy and
pain program due to the timing of the conduct of the studies in this program; and a decrease of $189,000 in equity compensation expense. This decrease was partially offset by an increase of $380,000 in license fee expense and an increase of $136,000
in building rental and maintenance expense.

General and Administrative Expense

General and administrative expense remained stable at $4.3 million for the years ended December 31, 2010 and 2009. During the year
ended December 31, 2010 as compared to the year ended December 31, 2009, there was a decrease of $182,000 in restructuring charges and a decrease of $169,000 in salary and benefits expense, which were offset by an increase of $244,000 in
legal expense and an increase of $128,000 in accounting expense.



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Interest Income, Interest Expense and Other Income

Interest income increased $10,000, or 28%, to $46,000 for the year ended December 31, 2010 from $36,000 for the year ended
December 31, 2009. The increase in interest income was attributable to higher interest rates earned during the year.

Interest expense decreased $72,000, or 42%, to $101,000 for the year ended December 31, 2010 from $173,000 for the year ended
December 31, 2009. The decrease in interest expense was attributable to a lower average debt balance.

Other income for
the year ended December 31, 2010 was $733,000 as compared to $0 for the year ended December 31, 2009. The 2010 other income represents the federal funds awarded and received during the year for the Qualifying Therapeutic Discovery Project
under the Patient Protection and Affordable Care Act of 2010.

Comparison of Years Ended December 31, 2009 and December 31,
2008

Collaborative Research and Development Revenue

Collaborative research and development revenues decreased by $2.7 million, or 22%, to $9.6 million for the year ended December 31,
2009 from $12.3 million for the year ended December 31, 2008 and consisted of research and development funding related to our collaboration with Pfizer for both periods. The decrease was due primarily to a $2.3 million decrease in amortization
of the initial upfront payment from Pfizer which became fully amortized during the third quarter of 2009 as well as a $289,000 decrease in reimbursed research and development costs.

Research and Development Expense

Research and development expense decreased by $4.1 million, or 19%, to $18.1 million for the year ended December 31, 2009 from $22.1 million for the year ended December 31, 2008. The decrease
was due to a decrease of $2.7 million in expense associated with our epilepsy and pain program due to the timing of the conduct of the studies in this program; the implementation of a variety of cost reduction measures, including a decrease of
$806,000 in patent expense, a decrease of $305,000 in outsourced chemistry expense, a decrease of $297,000 in laboratory supplies expense, a decrease of $238,000 in salary and benefits expense, a decrease of $197,000 in expense related to
pharmacology studies, a decrease of $114,000 related to license fee expense, and a decrease in the aggregate of $270,000 related to travel expense, consulting expense, and software license expense; a decrease of $495,000 in equity compensation
expense; and a decrease of $242,000 in building rental and maintenance expense. This decrease was partially offset by an increase of $1.4 million in expenses related to the development of senicapoc for asthma and $287,000 in restructuring charges.

General and Administrative Expense

General and administrative expense decreased by $1.5 million, or 25%, to $4.3 million for the year ended December 31, 2009 from $5.7 million for the year ended December 31, 2008. The decrease
was due primarily to the implementation of a variety of cost reduction measures, including a decrease of $411,000 related to business development expense, a decrease of $270,000 in salary and benefits expense, a decrease of $159,000 in accounting
expense, a decrease of $144,000 in legal expense, a decrease of $123,000 in board of directors expense and a decrease of $90,000 in travel expense; a decrease of $452,000 in equity compensation expense; and a decrease in the aggregate of $141,000
related to building rental and maintenance expense and miscellaneous expense. This decrease was partially offset by an increase of $154,000 in insurance expense and $182,000 in restructuring charges.

Interest Income and Interest Expense

Interest income decreased $936,000, or 96%, to $36,000 for the year ended December 31, 2009 from $972,000 for the year ended December 31, 2008. The decrease in interest income was attributable
to lower interest rates and to a lower average cash balance.



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Interest expense decreased $17,000, or 9%, to $173,000 for the year ended December 31,
2009 from $190,000 for the year ended December 31, 2008. The decrease in interest expense was attributable to a lower average debt balance.

Liquidity and Capital Resources

As of December 31, 2010, we had cash
and cash equivalents of $12.0 million. In order to conserve capital, during 2009 and 2010 we implemented reductions of our workforce and other cost reduction measures. We believe that based on our current operating plan, our existing cash and cash
equivalents will be sufficient to enable us to fund our operations; lease, debt and other obligations; and capital expenditure requirements at least for the next twelve months. We will need additional funds to meet our obligations and fund
operations beyond that time. The conduct of additional clinical studies of ICA-105665 will also be dependent upon the availability of additional capital, the receipt of additional milestones from our existing collaboration or the formation of one or
more new collaborations. We have renewed our research collaboration with Pfizer through December 2011. Except for collaboration revenue we expect to receive from Pfizer as funding for research and development activities, we do not currently have any
commitments for future external funding.

Additional equity or debt financing, or corporate collaboration and licensing
arrangements, may not be available on acceptable terms, if at all, particularly in the current economic environment. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research and
development programs. If sufficient funding is available and the scope of our clinical trials that we are conducting expands, we expect to incur losses from operations for at least the next several years.

On December 10, 2010, we entered into a sales agreement with MLV, pursuant to which we were able to sell shares of our common stock,
$0.001 par value per share, from time to time through MLV. Also on December 10, 2010, we filed a prospectus supplement with the Securities and Exchange Commission in connection with the offering of shares of common stock having an aggregate
offering price of up to $2,600,000. We sold 334,000 shares of common stock under this Agreement during December 2010, resulting in net proceeds of $529,000.

In August 2007, we entered into a collaborative research and license agreement with Pfizer for the discovery, development, manufacture and commercialization of compounds and products that modulate three
specific sodium ion channels as new potential treatments for pain and related disorders. Pursuant to the collaboration arrangement, Pfizer paid us an initial upfront license fee of $12.0 million. In addition to the upfront license fee, Pfizer
provided us with research and development funding over a two-year research period pursuant to the agreement. Pfizer is obligated to make payments to us upon achievement of specified research, development, regulatory and commercialization milestones
of up to $359.0 million for each drug candidate developed. We are also eligible to receive tiered royalties, against which Pfizer may credit any commercialization milestones, based on specified percentages of net product sales. The research term of
this collaboration has been renewed and extended twice, most recently through December 2011.

In August 2007, in connection
with the collaborative research and license agreement with Pfizer, we also entered into a purchase agreement with Pfizer to sell to Pfizer up to $15.0 million of our common stock. In a first closing of the transaction on August 20, 2007, we
sold 336,021 shares of common stock to Pfizer at a price of $14.88 per share, which was the closing bid price of our common stock as reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business day preceding the execution of the
purchase agreement, resulting in gross proceeds to us of approximately $5.0 million. In a subsequent closing of the transaction on February 13, 2008, we sold an additional 730,994 shares of common stock to Pfizer at a price of $13.68 per share,
which was the closing bid price of our common stock as reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business day preceding the date of our exercise of our put option to sell the shares, resulting in gross proceeds to us
of approximately $10.0 million.



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We have financed our operations since inception through the issuance of equity securities,
payments received under our collaboration agreements, proceeds from equipment debt financing and capital leases and interest income. From inception through December 31, 2010, we have raised net proceeds of $152.0 million from our IPO, public
and private equity financings and the exercise of stock options and warrants. From inception through December 31, 2010, we have also received $107.0 million in license fees, milestone payments and research and development funding, $8.9 million
in proceeds from equipment debt financing and capital leases and $12.3 million in interest income. To date, inflation has not had a material effect on our business.

Cash Flows

At December 31, 2010, our cash and cash equivalents
were $12.0 million as compared to $18.1 million at December 31, 2009. Our cash and cash equivalents are highly liquid investments with a maturity of one year or less at date of purchase and consist of time deposits and investments in money
market funds with commercial banks and financial institutions and United States government obligations.

Net cash used in
operating activities was $5.7 million for the year ended December 31, 2010. This reflects a net loss of approximately $6.4 million, an increase of $623,000 in accounts receivable, a decrease of $615,000 in accounts payable and accrued expenses
and a decrease of $342,000 in deferred revenue. These amounts were partially offset by $1.0 million of non-cash expenses related to stock-based compensation, $758,000 of non-cash expenses related to depreciation and amortization of property and
equipment and a decrease of $398,000 in prepaid expense and other current and non-current assets.

Net cash used in investing
activities in the year ended December 31, 2010 was $211,000 and consisted of purchases of property and equipment.

Net
cash used in financing activities during the year ended December 31, 2010 was $200,000 and consisted of $515,000 in principal repayments related to our equipment debt financing and $115,000 of payment of payroll taxes upon vesting of restricted
stock, partially offset by $423,000 in net proceeds from the sale of our common stock.

At December 31, 2009, our cash
and cash equivalents were $18.1 million as compared to $34.2 million at December 31, 2008. Our cash and cash equivalents are highly liquid investments with a maturity of one year or less at date of purchase and consist of time deposits and
investments in money market funds with commercial banks and financial institutions and United States government obligations.

Net cash used in operating activities was $15.4 million for the year ended December 31, 2009. This reflects a net loss of
approximately $12.8 million, a decrease of approximately $4.1 million in deferred revenue and a decrease of $604,000 in accounts payable and accrued expenses. These amounts were partially offset by $1.3 million of non-cash expenses related to
stock-based compensation and $811,000 of non-cash expenses related to depreciation and amortization of property and equipment.

Net cash used in investing activities in the year ended December 31, 2009 was $66,000 and consisted of purchases of property and
equipment.

Net cash used in financing activities during the year ended December 31, 2009 was $587,000 and consisted of
$662,000 in principal repayments related to our equipment debt financing, offset primarily by $100,000 in proceeds from the exercise of stock options.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet
arrangements.



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Contractual Obligations

Our long-term commitments under operating leases consist of payments relating to our leases of laboratory and office space as well as of
office equipment. These leases expire over the period from 2011 to 2012. Our long-term commitments under equipment debt financing consist of payments relating to financing arrangements used primarily for the purchase of laboratory equipment.

We are a party to a number of license agreements, primarily with academic institutions, under which we license patents,
patent applications and other intellectual property. The duration of these agreements varies from 10 years to the expiration date of the last-to-expire patent, and we have the option to renew some of these agreements at the end of their terms. Our
technology license agreements are generally terminable by us upon short notice. Under some conditions, we are permitted to grant sublicenses for which the licensors are entitled to receive a fee, a share of sublicense income or both. Some of these
licenses require annual technology license maintenance fees and periodic payments upon the achievement of specified development and regulatory milestones. We are obligated to pay specified royalties for licensed and sublicensed product sales, and in
some cases minimum annual royalties. The table below does not include contingent milestone amounts payable pursuant to these license agreements.

Other contractual obligations as of December 31, 2010 consisted of $174,000 related to commitments for contract research services for preclinical research and other commitments.

We provide a severance arrangement for our executive officers and certain other employees, which includes salary and bonus continuance
and continued health benefits (or payment of the amount equal to premiums that we were paying for such benefits) and which is triggered under certain circumstances. At December 31, 2010, we had a remaining obligation of $56,000 related to these
arrangements as a result of a workforce reduction which was implemented in 2010. At December 31, 2010, the aggregate amount of potential future obligations under these arrangements was $3.4 million.

The following table summarizes as of December 31, 2010 our contractual obligations for operating leases, equipment debt financing
principal and interest payments, annual technology license maintenance fees (including minimum annual royalties if applicable) and other contractual obligations. Because potential obligations under our severance arrangements are contingent, they are
not included in the table below. This table should be read in conjunction with the notes accompanying our financial statements included elsewhere in this Annual Report on Form 10-K.



|                                           |  |                        |       |  |      |   |       |      |  |   |      |  |  |      |    |  |      |   |    |                   |  |   |    |  |  |   |    | 
|------------------------------------------ |  | ---------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ---- |  |  | ---- | -- |  | ---- | - | -- | ----------------- |  | - | -- |  |  | - | -- | 
|                                           |  | Payments Due By Period |      
|                                           |  | Total                  |       |  | 2011 |   |       | 2012 |  |   | 2013 |  |  | 2014 |    |  | 2015 |   |    | 2016andThereafter | 
|                                           |  | (in thousands)         |      
|Operating leases                           |  | $                      | 705   |  |      | $ | 498   |      |  | $ | 199  |  |  | $    | 8  |  |      | $ |   |                   |  | $ |   |  |  | $ |   | 
|Equipment debt financing                   |  |                        | 520   |  |      |   | 386   |      |  |   | 134  |  |  |      |   |  |      |   |   |                   |  |   |   |  |  |   |   | 
|Annual technology license maintenance fees |  |                        | 199   |  |      |   | 43    |      |  |   | 43   |  |  |      | 26 |  |      |   | 22 |                   |  |   | 17 |  |  |   | 48 | 
|Other contractual obligations              |  |                        | 174   |  |      |   | 174   |      |  |   |     |  |  |      |   |  |      |   |   |                   |  |   |   |  |  |   |   | 
|                                           |  |                        |       |  |      |   |       |      |  |   |      |  |  |      |    |  |      |   |    |                   |  |   |    |  |  |   |    | 
|Total                                      |  | $                      | 1,597 |  |      | $ | 1,101 |      |  | $ | 376  |  |  | $    | 34 |  |      | $ | 22 |                   |  | $ | 17 |  |  | $ | 48 | 
|                                           |  |                        |       |  |      |   |       |      |  |   |      |  |  |      |    |  |      |   |    |                   |  |   |    |  |  |   |    | 

Funding Requirements

In order to conserve capital, during 2009 and 2010 we implemented reductions of our workforce and other cost reduction measures. We believe based on our current operating plan, our existing cash and cash
equivalents will be sufficient to enable us to fund our operating expenses; our debt, lease and other obligations; and our capital expenditure requirements for at least the next twelve months. We will need additional funds to meet our obligations
and fund our operations beyond this time. The conduct of additional clinical studies of ICA-105665



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will also be dependent upon the availability of additional capital, the receipt of additional milestones from our existing collaboration or the formation of one or more new collaborations. We
have renewed our research collaboration with Pfizer through December 2011. Except for collaboration revenue we expect to receive from Pfizer as funding for research and development activities, we do not currently have any commitments for future
external funding.

Until such time, if ever, as we can generate substantial product revenues, we will need to finance our cash
requirements through public or private equity offerings, debt financings and corporate collaboration and licensing arrangements. Additional equity or debt financing, or corporate collaboration and licensing arrangements, may not be available on
acceptable terms, if at all, particularly in the current economic environment. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as
liquidation and other preferences, that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our
technologies, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are not able to secure additional funding, we may be required to delay, reduce the scope of or eliminate one or more of our
research and development programs.

If sufficient funding is available and the scope of the clinical trials that we are
conducting expands, we expect to incur losses from operations for at least the next several years. Our future capital requirements will depend on many factors, including:



| |  |  | the scope and results of our research, preclinical and clinical development activities;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the timing of, and the costs involved in, obtaining regulatory approvals;
| | - |  | -------------------------------------------------------------------------



| |  |  | the cost of commercialization activities, including product marketing, sales and distribution;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other patent-related costs, including litigation
costs and the results of such litigation;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the extent to which we acquire or invest in businesses, products and technologies;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the success of our collaboration with Pfizer; and
| | - |  | -------------------------------------------------



| |  |  | our ability to establish and maintain additional collaborations.
| | - |  | ----------------------------------------------------------------

Recent Accounting Pronouncements

In April 2010, the FASB issued accounting
standards update, or ASU, No. 2010-17, Revenue Recognition (Topic 605)Milestone Method of Revenue Recognition: a consensus of the FASB Emerging Issues Task Force, or ASU 2010-17. ASU 2010-17 amends ASC 605-28 and establishes a
revenue recognition method for contingent consideration that is payable upon the achievement of an uncertain future event, referred to as a milestone. The scope of the milestone method is limited to research and development agreements and is
applicable to milestones in multiple-deliverable arrangements involving research and development transactions. The guidance does not preclude the application of any other applicable revenue guidance. The guidance will be effective for financial
statements issued for fiscal years beginning after June 15, 2010. Early adoption is permitted. We are currently evaluating the potential impact of ASU 2010-17 on our financial statements.

In October 2009, the FASB issued accounting standards update ASU No. 2009-13, Revenue Recognition (Topic
605)Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging Issues Task Force, or ASU 2009-13. ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a
multiple-deliverable arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence, or VSOE, if available, third-party evidence, if



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VSOE is unavailable, and estimated selling price if neither VSOE nor third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement
consideration and instead requires allocation using the relative selling price method. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted at the beginning of a companys fiscal year. We are currently evaluating the potential impact of ASU 2009-13 on our financial statements.

ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk is currently confined to our cash and cash equivalents that have maturities of less than one year. We currently do not hedge interest rate exposure. We have not used derivative
financial instruments for speculation or trading purposes. Because of the short-term maturities of our cash and cash equivalents, we do not believe that an increase in market rates would have any significant impact on the realized value of our
investments.

We have operated primarily in the United States and have received payments from our collaborators in United
States dollars. Accordingly, we do not have any material exposure to foreign currency rate fluctuations.

ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the index to our financial statements in Item 15 and the financial statements and notes that are filed as part of this Annual
Report on Form 10-K following the signature page and incorporated herein by this reference.

ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9ACONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2010. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are
designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the
evaluation of our disclosure controls and procedures as of December 31, 2010, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable
assurance level.

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule
13a-15(f) or 15d-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any



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evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Our management assessed the effectiveness of the companys internal control over financial
reporting as of December 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal ControlIntegrated Framework. Based on
this assessment, management concluded that, as of December 31, 2010, our internal control over financial reporting is effective based on those criteria.

Changes In Internal Control Over Financial Reporting

No change in our
internal control over financial reporting occurred during the fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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ITEM 9BOTHER INFORMATION

None.

PART
III

ITEM 10DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required to be disclosed by this Item pursuant to Item 401 of Regulation S-K with respect to our executive officers
is contained in Part I of this Annual Report on Form 10-K under the caption, Executive Officers of the Registrant. The remaining information required to be disclosed by this Item pursuant to Item 401 of Regulation S-K is contained
in the proxy statement for our 2011 annual meeting of stockholders under the caption Information About our Directors, Officers and 5% Stockholders and is incorporated in this Annual Report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 405 of Regulation S-K is contained in the proxy statement for
our 2011 annual meeting of stockholders under the caption Section 16(a) Beneficial Ownership Reporting Compliance and is incorporated in this Annual Report on Form 10-K by reference.

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions. The text of our Code of Business Conduct and Ethics is posted in the InvestorsCorporate Governance section of our website, www.icagen.com. We
intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.

The information required to be disclosed by this Item pursuant to Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained
in the proxy statement for our 2011 annual meeting of stockholders under the caption Corporate Governance and is incorporated in this Annual Report on Form 10-K by reference.

ITEM 11EXECUTIVE COMPENSATION

The
information required to be disclosed by this Item pursuant to Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is contained in the proxy statement for our 2011 annual meeting of stockholders under the captions Compensation of our
Directors and Executive Officers and is incorporated in this Annual Report on Form 10-K by reference.

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

The information required to be disclosed by this Item pursuant to Item 403 of Regulation S-K is contained in the
proxy statement for our 2011 annual meeting of stockholders under the caption Information About our Directors, Officers and 5% StockholdersSecurity Ownership of Certain Beneficial Owners and Management and is incorporated in this
Annual Report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 201(d)
of Regulation S-K is contained in the proxy statement for our 2011 annual meeting of stockholders under the caption Compensation of our Directors and Executive OfficersSecurities Authorized for Issuance Under our Equity Compensation
Plans and is incorporated in this Annual Report on Form 10-K by reference.



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

The information required to be disclosed by this Item pursuant to Item 404 of Regulation S-K is
contained in the proxy statement for our 2011 annual meeting of stockholders under the captions Certain Relationships and Transactions with Related Persons and Compensation of our Directors and Executive Officers and is
incorporated in this Annual Report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant
to Item 407(a) of Regulation S-K is contained in the proxy statement for our 2011 annual meeting of stockholders under the caption Corporate Governance and is incorporated in this Annual Report on Form 10-K by reference.

ITEM 14PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required to be disclosed by this Item pursuant to Item 9(e) of Schedule 14A is contained in the proxy statement for
our 2011 annual meeting of stockholders under the caption Proposal 2Ratification of the Appointment of Auditors and is incorporated in this Annual Report on Form 10-K by reference.

PART IV

ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Index to Financial Statements

The following financial statements of Icagen, Inc. are included in this report immediately following the signature page:



| |  |  | Report of Independent Registered Public Accounting Firm
| | - |  | -------------------------------------------------------



| |  |  | Balance Sheets at December 31, 2010 and 2009
| | - |  | --------------------------------------------



| |  |  | Statements of Operations for the years ended December 31, 2010, 2009 and 2008
| | - |  | -----------------------------------------------------------------------------



| |  |  | Statements of Stockholders Equity for the years ended December 31, 2010, 2009 and 2008
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
| | - |  | -----------------------------------------------------------------------------



| |  |  | Notes to the Financial Statements
| | - |  | ---------------------------------

2. Index to Financial Statement Schedules

Financial statement schedules
are omitted because they are either not required or the required information is provided in the consolidated financial statements or notes thereto.

3. Index to Exhibits

The exhibits filed herewith or incorporated by
reference are set forth on the Exhibit Index attached hereto.



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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.



ICAGEN, INC.
(Registrant)By:

/S/    P. KAY WAGONER, PH.D.P. Kay Wagoner, Ph.D. Chief Executive Officer and President


Date: March 9, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                             |  |                                                                                                                                                        |  |              
|------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------
|Signature                                                    |  | Title                                                                                                                                                  |  | Date         
|                                                             |  |                                                                                                                                                       
|/S/    P. KAY WAGONER,
PH.D. P. Kay Wagoner, Ph.D.           |  | Director, Chief Executive Officer and President (Principal Executive Officer)                                                                          |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    RICHARD D. KATZ,
M.D. Richard D. Katz, M.D.           |  | Executive Vice President, Finance and Corporate Development and Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer) |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    ANDRÉ L.
LAMOTTE, SC.D. André L. Lamotte,
Sc.D.       |  | Director                                                                                                                                               |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    ANTHONY B. EVNIN,
PH.D. Anthony B. Evnin, Ph.D.       |  | Director                                                                                                                                               |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    CHARLES A.
SANDERS, M.D. Charles A. Sanders, M.D.     |  | Director                                                                                                                                               |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|Dennis B. Gillings, Ph.D.                                    |  | Director                                                                                                                                               |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    RICHARD G.
MORRISON, PH.D. Richard G. Morrison,
Ph.D. |  | Director                                                                                                                                               |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    MARTIN A.
SIMONETTI Martin A. Simonetti               |  | Director                                                                                                                                               |  | March 9, 2011
|                                                             |  |                                                                                                                                                       
|/S/    ADEOYE Y.
OLUKOTUN, M.D. Adeoye Y. Olukotun, M.D.     |  | Director                                                                                                                                               |  | March 9, 2011



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ICAGEN, INC.

INDEX TO FINANCIAL STATEMENTS



|                                                                                        |  |      |    | 
|--------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                        |  | Page |   
|Report of Independent Registered Public Accounting Firm                                 |  |      | 64 | 
|Balance Sheets at December 31, 2010 and 2009                                            |  |      | 65 | 
|Statements of Operations for the years ended December 31, 2010, 2009 and
2008           |  |      | 66 | 
|Statements of Stockholders Equity for the years ended December 31, 2010, 2009 and
2008 |  |      | 67 | 
|Statements of Cash Flows for the years ended December 31, 2010, 2009 and
2008           |  |      | 68 | 
|Notes to Financial Statements                                                           |  |      | 69 | 



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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Icagen, Inc.

We have audited the accompanying balance sheets of Icagen, Inc. as of December 31, 2010 and 2009, and the related statements of operations, stockholders equity and cash flows for each
of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over
financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Icagen, Inc. at
December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Raleigh, North Carolina

March 9, 2011



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Icagen, Inc.

Balance Sheets

(in thousands, except share and per share data)



|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                                                                                                                    |  | December 31, |         
|                                                                                                                                                                                                                                    |  | 2010         |          |   | 2009 |  
|Assets                                                                                                                                                                                                                              |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                                                                                                                     |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                           |  | $            | 12,034   |   |      | $ | 18,149   |  
|Accounts receivable                                                                                                                                                                                                                 |  |              | 647      |   |      |   | 24       |  
|Prepaid expenses and other                                                                                                                                                                                                          |  |              | 243      |   |      |   | 641      |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                                                                                                                |  |              | 12,924   |   |      |   | 18,814   |  
|Property and equipment, net                                                                                                                                                                                                         |  |              | 1,286    |   |      |   | 1,837    |  
|Technology licenses and related costs, net of accumulated amortization of $405 and $394 as of December 31, 2010 and 2009,
respectively                                                                                              |  |              | 224      |   |      |   | 336      |  
|Deposits and other                                                                                                                                                                                                                  |  |              | 105      |   |      |   | 105      |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Total assets                                                                                                                                                                                                                        |  | $            | 14,539   |   |      | $ | 21,092   |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Liabilities and stockholders equity                                                                                                                                                                                                |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                                                                                                                                |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                                                                                                                    |  | $            | 726      |   |      | $ | 1,085    |  
|Accrued expenses                                                                                                                                                                                                                    |  |              | 383      |   |      |   | 639      |  
|Current portion of deferred revenue                                                                                                                                                                                                 |  |              | 1,015    |   |      |   | 1,357    |  
|Current portion of equipment debt financing                                                                                                                                                                                         |  |              | 328      |   |      |   | 493      |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                                                                                                                           |  |              | 2,452    |   |      |   | 3,574    |  
|Equipment debt financing, less current portion                                                                                                                                                                                      |  |              | 128      |   |      |   | 478      |  
|Other non-current liabilities                                                                                                                                                                                                       |  |              | 294      |   |      |   | 341      |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Total liabilities                                                                                                                                                                                                                   |  |              | 2,874    |   |      |   | 4,393    |  
|Commitments and contingencies                                                                                                                                                                                                       |  |              |          |   |      |   |          |  
|Stockholders equity:                                                                                                                                                                                                               |  |              |          |   |      |   |          |  
|Common stock, $0.001 par value; 18,750,000 shares authorized at December 31, 2010 and 15,000,000 authorized at
December 31, 2009; 6,326,441 and 5,921,901 shares issued and outstanding at December 31, 2010 and 2009, respectively |  |              | 6        |   |      |   | 6        |  
|Additional paid-in capital                                                                                                                                                                                                          |  |              | 157,226  |   |      |   | 155,902  |  
|Accumulated deficit                                                                                                                                                                                                                 |  |              | (145,567 | ) |      |   | (139,209 | )
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Total stockholders equity                                                                                                                                                                                                          |  |              | 11,665   |   |      |   | 16,699   |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  
|Total liabilities and stockholders equity                                                                                                                                                                                          |  | $            | 14,539   |   |      | $ | 21,092   |  
|                                                                                                                                                                                                                                    |  |              |          |   |      |   |          |  

See accompanying notes.



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Icagen, Inc.

Statements of Operations

(in thousands, except share and per share data)



|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|------------------------------------------------------------ |  | ------------------------ | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                             |  | Years ended December 31, |          
|                                                             |  | 2010                     |           |   | 2009 |   |           | 2008 | 
|Collaborative research and development revenues:             |  |                          |           |   |      |   |           |      |  |   |           |  
|Research and development fees                                |  | $                        | 9,926     |   |      | $ | 9,342     |      |  | $ | 11,711    |  
|Reimbursed research and development costs                    |  |                          | 606       |   |      |   | 291       |      |  |   | 580       |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Total collaborative research and development revenues        |  |                          | 10,532    |   |      |   | 9,633     |      |  |   | 12,291    |  
|Operating expenses:                                          |  |                          |           |   |      |   |           |      |  |   |           |  
|Research and development                                     |  |                          | 13,243    |   |      |   | 18,063    |      |  |   | 22,140    |  
|General and administrative                                   |  |                          | 4,329     |   |      |   | 4,290     |      |  |   | 5,748     |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Total operating expenses                                     |  |                          | 17,572    |   |      |   | 22,353    |      |  |   | 27,888    |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Loss from operations                                         |  |                          | (7,040    | ) |      |   | (12,720   | )    |  |   | (15,597   | )
|Other income (expense):                                      |  |                          |           |   |      |   |           |      |  |   |           |  
|Interest income                                              |  |                          | 46        |   |      |   | 36        |      |  |   | 972       |  
|Interest expense                                             |  |                          | (101      | ) |      |   | (173      | )    |  |   | (190      | )
|Other income                                                 |  |                          | 733       |   |      |   |          |      |  |   |          |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Total other income (expense), net                            |  |                          | 678       |   |      |   | (137      | )    |  |   | 782       |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Loss before income taxes                                     |  |                          | (6,362    | ) |      |   | (12,857   | )    |  |   | (14,815   | )
|Income tax benefits                                          |  |                          | (4        | ) |      |   | (88       | )    |  |   |          |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Net loss                                                     |  | $                        | (6,358    | ) |      | $ | (12,769   | )    |  | $ | (14,815   | )
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Basic and diluted net loss per share                         |  | $                        | (1.06     | ) |      | $ | (2.17     | )    |  | $ | (2.57     | )
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  
|Weighted average common shares outstandingbasic and diluted |  |                          | 5,970,095 |   |      |   | 5,883,095 |      |  |   | 5,770,987 |  
|                                                             |  |                          |           |   |      |   |           |      |  |   |           |  



See accompanying notes.



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Icagen, Inc.

Statements of Stockholders Equity

(in thousands, except share and per share data)



|                                                          |  |                 |           |  |                           |   |   |                    |  |   |         |   |  |   |          |   |  |   |         |  
|--------------------------------------------------------- |  | --------------- | --------- |  | ------------------------- | - | - | ------------------ |  | - | ------- | - |  | - | -------- | - |  | - | ------- | -
|                                                          |  | Common Stock    |           |  | AdditionalPaid-In
Capital |   |   | AccumulatedDeficit |  |   | Total   |  
|                                                          |  | Number ofShares |           |  | Amount                    |   |   |                    | 
|Balance at December 31, 2007                              |  |                 | 5,108,827 |  |                           | $ | 5 |                    |  | $ | 142,304 |   |  | $ | (111,625 | ) |  | $ | 30,684  |  
|Issuance of common stock to Pfizer, net of issuance costs |  |                 | 730,994   |  |                           |   | 1 |                    |  |   | 9,993   |   |  |   |         |   |  |   | 9,994   |  
|Issuance of restricted stock                              |  |                 | 12,600    |  |                           |   |  |                    |  |   | (38     | ) |  |   |         |   |  |   | (38     | )
|Exercise of options and warrants for 10,902 common shares |  |                 | 10,902    |  |                           |   |  |                    |  |   | 59      |   |  |   |         |   |  |   | 59      |  
|Stock-based compensation expense                          |  |                 |          |  |                           |   |  |                    |  |   | 2,228   |   |  |   |         |   |  |   | 2,228   |  
|Net loss                                                  |  |                 |          |  |                           |   |  |                    |  |   |        |   |  |   | (14,815  | ) |  |   | (14,815 | )
|                                                          |  |                 |           |  |                           |   |   |                    |  |   |         |   |  |   |          |   |  |   |         |  
|Balance at December 31, 2008                              |  |                 | 5,863,323 |  |                           |   | 6 |                    |  |   | 154,546 |   |  |   | (126,440 | ) |  |   | 28,112  |  
|Issuance of restricted stock                              |  |                 | 37,635    |  |                           |   |  |                    |  |   | (25     | ) |  |   |         |   |  |   | (25     | )
|Exercise of options and warrants for 20,943 common shares |  |                 | 20,943    |  |                           |   |  |                    |  |   | 100     |   |  |   |         |   |  |   | 100     |  
|Stock-based compensation expense                          |  |                 |          |  |                           |   |  |                    |  |   | 1,281   |   |  |   |         |   |  |   | 1,281   |  
|Net loss                                                  |  |                 |          |  |                           |   |  |                    |  |   |        |   |  |   | (12,769  | ) |  |   | (12,769 | )
|                                                          |  |                 |           |  |                           |   |   |                    |  |   |         |   |  |   |          |   |  |   |         |  
|Balance at December 31, 2009                              |  |                 | 5,921,901 |  |                           |   | 6 |                    |  |   | 155,902 |   |  |   | (139,209 | ) |  |   | 16,699  |  
|Issuance of common stock, net of issuance costs           |  |                 | 333,771   |  |                           |   |  |                    |  |   | 423     |   |  |   |         |   |  |   | 423     |  
|Issuance of restricted stock                              |  |                 | 69,644    |  |                           |   |  |                    |  |   | (115    | ) |  |   |         |   |  |   | (115    | )
|Exercise of options for 1,125 common shares               |  |                 | 1,125     |  |                           |   |  |                    |  |   | 7       |   |  |   |         |   |  |   | 7       |  
|Stock-based compensation expense                          |  |                 |          |  |                           |   |  |                    |  |   | 1,009   |   |  |   |         |   |  |   | 1,009   |  
|Net loss                                                  |  |                 |          |  |                           |   |  |                    |  |   |        |   |  |   | (6,358   | ) |  |   | (6,358  | )
|                                                          |  |                 |           |  |                           |   |   |                    |  |   |         |   |  |   |          |   |  |   |         |  
|Balance at December 31, 2010                              |  |                 | 6,326,441 |  |                           | $ | 6 |                    |  | $ | 157,226 |   |  | $ | (145,567 | ) |  | $ | 11,665  |  
|                                                          |  |                 |           |  |                           |   |   |                    |  |   |         |   |  |   |          |   |  |   |         |  



See accompanying notes.



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Icagen, Inc.

Statements of Cash Flows

(in thousands)



|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                             |  | Years ended December 31, |       
|                                                                             |  | 2010                     |        |   | 2009 |   |         | 2008 | 
|Operating activities                                                         |  |                          |        |   |      |   |         |      |  |   |         |  
|Net loss                                                                     |  | $                        | (6,358 | ) |      | $ | (12,769 | )    |  | $ | (14,815 | )
|Adjustments to reconcile net loss to net cash used in operating activities:  |  |                          |        |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property and equipment                      |  |                          | 758    |   |      |   | 811     |      |  |   | 790     |  
|Amortization of technology licenses and related costs                        |  |                          | 36     |   |      |   | 38      |      |  |   | 47      |  
|Stock-based compensation                                                     |  |                          | 1,009  |   |      |   | 1,281   |      |  |   | 2,228   |  
|Loss on the disposal of equipment                                            |  |                          | 4      |   |      |   | 4       |      |  |   |        |  
|Write-off of technology licenses and related costs                           |  |                          | 76     |   |      |   | 18      |      |  |   | 26      |  
|Changes in operating assets and liabilities:                                 |  |                          |        |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                          |  |                          | (623   | ) |      |   | (10     | )    |  |   | 39      |  
|Prepaid expenses and other current and non-current assets                    |  |                          | 398    |   |      |   | (73     | )    |  |   | 217     |  
|Accounts payable and accrued expenses                                        |  |                          | (615   | ) |      |   | (604    | )    |  |   | (1,171  | )
|Other liabilities                                                            |  |                          | (47    | ) |      |   | (32     | )    |  |   | 311     |  
|Deferred revenue                                                             |  |                          | (342   | ) |      |   | (4,077  | )    |  |   | (5,651  | )
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Net cash used in operating activities                                        |  |                          | (5,704 | ) |      |   | (15,413 | )    |  |   | (17,979 | )
|                                                                             |  |                          |       
|Investing activities                                                         |  |                          |        |   |      |   |         |      |  |   |         |  
|Acquisition of property and equipment                                        |  |                          | (211   | ) |      |   | (66     | )    |  |   | (1,640  | )
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                        |  |                          | (211   | ) |      |   | (66     | )    |  |   | (1,640  | )
|                                                                             |  |                          |       
|Financing activities                                                         |  |                          |        |   |      |   |         |      |  |   |         |  
|Proceeds from sale of common stock and warrants, net of stock issuance costs |  |                          | 423    |   |      |   |        |      |  |   | 9,994   |  
|Proceeds from equipment debt financing                                       |  |                          |       |   |      |   |        |      |  |   | 1,021   |  
|Payment of payroll taxes upon vesting of restricted stock                    |  |                          | (115   | ) |      |   | (25     | )    |  |   | (38     | )
|Payments on equipment debt financing                                         |  |                          | (515   | ) |      |   | (662    | )    |  |   | (715    | )
|Proceeds from exercise of warrants and stock options                         |  |                          | 7      |   |      |   | 100     |      |  |   | 59      |  
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Net cash (used in) provided by financing activities                          |  |                          | (200   | ) |      |   | (587    | )    |  |   | 10,321  |  
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|(Decrease) in cash and cash equivalents                                      |  |                          | (6,115 | ) |      |   | (16,066 | )    |  |   | (9,298  | )
|Cash and cash equivalents at beginning of year                               |  |                          | 18,149 |   |      |   | 34,215  |      |  |   | 43,513  |  
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                     |  | $                        | 12,034 |   |      | $ | 18,149  |      |  | $ | 34,215  |  
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Supplemental disclosure of cash flow information                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Cash paid for interest                                                       |  | $                        | 105    |   |      | $ | 170     |      |  | $ | 184     |  
|                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  

See accompanying notes.



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Icagen, Inc.

Notes to Financial Statements

December 31, 2010

1. Company Description and Significant Accounting Policies

Company Description

Icagen, Inc. (Icagen or the Company) was incorporated in Delaware in November 1992. Icagen is a biopharmaceutical company focused on the discovery, development and
commercialization of novel orally-administered small molecule drugs that modulate ion channel targets. The Company has identified multiple drug candidates that modulate ion channels. These drug candidates were developed internally or through
collaborative research programs. The Company is conducting research and development activities in a number of disease areas, including epilepsy, pain and inflammation.

Basis of Presentation, Liquidity and Managements Plans

On
September 21, 2010, Icagen amended its certificate of incorporation in order to effect a previously announced one-for-eight reverse split of its outstanding common stock and to fix on a post-split basis the number of authorized shares of its
common stock at 18,750,000. As a result of the reverse stock split, each share of the Companys common stock outstanding as of 5:00 p.m. on September 21, 2010 was automatically changed into one-eighth of a share of common stock. No
fractional shares were issued as a result of the reverse split. Holders of common stock who would have otherwise received fractional shares pursuant to the reverse split received cash in lieu of the fractional share. The reverse split reduced the
total number of shares of the Companys common stock outstanding from approximately 47.7 million shares to approximately 5.9 million shares. In addition, the number of shares of common stock subject to outstanding options, restricted
stock units and warrants issued by the Company and the number of shares reserved for future issuance under the Companys stock plans were reduced by a factor of eight to reflect the reverse split. The reverse split was accounted for
retroactively and reflected in our common stock, warrant, stock options and restricted stock unit activity as of and during the years ended December 31, 2010, 2009 and 2008. All numbers and amounts included herein have been adjusted
retroactively to reflect the September 21, 2010 one-for-eight reverse stock split.

In order to conserve capital, over
the past 21 months the Company has reduced its workforce by approximately 45% and has implemented a number of other cost reduction measures. The Company believes that based on its current operating plan, its existing cash and cash equivalents will
be sufficient to enable it to fund its operations; lease, debt and other obligations; and capital expenditure requirements for at least the next 12 months. The Company will need additional funds to meet its obligations and fund operations beyond
that time. The Company has not included in this analysis any additional revenue from potential milestone payments that it may in the future receive from Pfizer or any additional cost reduction measures which it may undertake that may further extend
this timeline. Except for collaboration revenue it expects to receive from Pfizer as funding for research and development activities through 2011, the Company does not currently have any commitments for future external funding.

Additional equity or debt financing, or corporate collaboration and licensing arrangements, may not be available on acceptable terms, if
at all, particularly in the current economic environment. If adequate funds are not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its research and development programs.

If sufficient funding is available and the scope of the clinical trials that the Company is conducting expands, the Company expects to
incur losses from operations for at least the next several years. Until such time, if ever, as the Company can generate substantial product revenues, the Company will be required to finance its cash needs through public or private equity offerings,
debt financings and corporate collaboration and licensing



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arrangements. If the Company raises additional funds by issuing equity securities, its stockholders may experience dilution. Debt financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that the Company may raise may contain terms, such
as liquidation and other preferences, that are not favorable to the Company or its stockholders. If the Company raises additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable
rights to the Companys technologies, research programs or product candidates or grant licenses on terms that may not be favorable to the Company.

At Market Issuance Sales Agreement

On December 10, 2010, the Company
entered into an At Market Issuance Sales Agreement with McNicoll, Lewis & Vlak LLC, pursuant to which the Company may issue and sell shares of its common stock, $0.001 par value per share, from time to time through MLV. Also on
December 10, 2010, the Company filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering of shares of common stock having an aggregate offering price of up to $2,600,000. The Company sold 334,000
shares of common stock under this Agreement during December 2010, resulting in net proceeds of $529,000.

Revenue Recognition

The Companys collaboration agreements contain multiple elements, including non-refundable upfront license fees,
payments for reimbursement of research and development costs, payments for ongoing research and development, payments associated with achieving development, regulatory and commercialization milestones and royalties based on specified percentages of
net product sales, if any. The Company applies the revenue recognition criteria outlined in Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition (SAB 104) and Accounting Standards Codification
(ASC) 605 (formerly Emerging Issues Task Force (EITF) Issue 00-21), Revenue Arrangements with Multiple Deliverables (ASC 605). In applying these revenue recognition criteria, the Company considers a variety
of factors in determining the appropriate method of revenue recognition under these arrangements, such as whether the elements are separable, whether there are determinable fair values and whether there is a unique earnings process associated with
each element of a contract.

Cash received in advance of revenue recognition is recorded as deferred revenue and recognized as
revenue as services are performed over the applicable term of the agreement. When the period of deferral cannot be specifically identified from the agreement, the deferral period is estimated based upon other factors contained within the agreement.
The Company continually reviews these estimates, which could result in a change in the deferral period and which might impact the timing and the amount of revenue recognized.

When a payment is specifically tied to a separate earnings process, revenues are recognized when the specific performance obligation associated with the payment is completed. Performance obligations
typically consist of significant milestones in the development life cycle of the related program, such as the initiation or completion of clinical trials, filing for approval with regulatory agencies, receipt of approvals by regulatory agencies and
the achievement of commercial milestones. Revenues from milestone payments may be considered separable from funding for research and development services because of the uncertainty surrounding the achievement of milestones for products in early
stages of development. Accordingly, these payments are recognized as revenue if and when the performance milestone is achieved if they represent a separate earnings process as described in ASC 605.

In connection with the Companys research and development collaborations, revenues are recognized from non-refundable upfront
license fees, which are not believed to be specifically tied to a separate earnings process, ratably over the term of the agreement. Research and development services provided under the Companys collaboration agreement with Pfizer are on a
fixed fee basis. Revenues associated with long-term, fixed fee contracts are recognized based on the performance requirements of the agreements and as services are performed.



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The Companys collaboration agreement with Pfizer allows for research term extensions upon mutually agreeable terms. Revenues from contract extensions are recognized as the extended services
are performed.

In connection with the Companys research and development collaboration with Pfizer, revenues are
recognized from non-refundable upfront license fees, which the Company does not believe are specifically tied to a separate earnings process, ratably over the term of the agreement. With respect to the Companys collaboration with Pfizer, this
period is the initial term of the research phase of the collaboration.

Revenues derived from reimbursement of direct
out-of-pocket expenses for research and development costs associated with the Companys collaboration with Pfizer are recorded in compliance with ASC 605 (formerly EITF Issue 99-19), Reporting Revenue Gross as a Principal Versus Net
as an Agent, and ASC 605 (formerly EITF Issue 01-14), Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred. According to the criteria established by these EITF issues, in
transactions where the Company acts as a principal, with discretion to choose suppliers, bears credit risk and performs part of the services required in the transaction, the Company records revenue for the gross amount of the reimbursement. The
costs associated with these reimbursements are reflected as a component of research and development expense in the statements of operations.

None of the payments that the Company has received from collaborators to date, whether deferred or recognized as revenue, is refundable even if the related program is not successful.

Use of Estimates

The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair values at December 31,
2010 and 2009 based on the liquidity of these financial instruments or their short term nature. The carrying value of equipment debt financing approximates fair values at December 31, 2010 and 2009 based on the market interest rates available
to the Company for debt of similar risk and maturities.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash
and cash equivalents consist of the following as of (in thousands):



|                                                                       |  |              |        |  |      |   |        | 
|---------------------------------------------------------------------- |  | ------------ | ------ |  | ---- | - | ------ | 
|                                                                       |  | December 31, |       
|                                                                       |  | 2010         |        |  | 2009 |  
|Cash                                                                   |  | $            | 237    |  |      | $ | 257    | 
|Money market funds and short term United States government obligations |  |              | 11,797 |  |      |   | 17,892 | 
|                                                                       |  |              |        |  |      |   |        | 
|Total                                                                  |  | $            | 12,034 |  |      | $ | 18,149 | 
|                                                                       |  |              |        |  |      |   |        | 

Property and Equipment

Property and equipment are stated at cost. Depreciation of equipment and furniture and fixtures is computed using the straight-line method over the estimated useful lives (ranging from 3 to 5 years) of
the assets beginning when the assets are placed in service. Leasehold improvements are depreciated over the lesser of the estimated



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useful lives of the assets or the remaining lease terms, including renewal options if applicable. Depreciation and amortization recorded on property and equipment totaled $758,000, $811,000 and
$790,000 for the years ended December 31, 2010, 2009 and 2008, respectively.

Technology Licenses and Related Costs

Technology licenses are capitalized and amortized over the lesser of the patent lives or terms of the related agreements (ranging from 10
to 20 years) using the straight-line method. The Company assesses the recoverability of its capitalized technology licenses and related costs by comparing the book value of the asset to the future net undiscounted cash flows expected to be generated
by the asset.

During the years ended December 31, 2010, 2009 and 2008, the Company recorded amortization of technology
licenses and related costs of $36,000, $38,000 and $47,000, respectively. The weighted average remaining amortization period of all technology licenses is 7.5 years. The Company estimates that future amortization of its technology licenses and
related costs as of December 31, 2010 will be approximately $31,500 for each of the four years in the period ended December 31, 2014, $23,000 for the year ended December 31, 2015 and an aggregate of $76,000 thereafter.

During 2010, 2009 and 2008, the Company identified certain technology licenses that no longer met its strategic objectives, which were
determined to be unrecoverable and for which the Company had no alternative future uses. Accordingly, the Company recorded impairment losses for such agreements at the time of determination totaling $76,000, $18,000 and $26,000, respectively for the
years ended December 31, 2010, 2009 and 2008. These impairment losses are reflected as a component of research and development expense in the statements of operations.

Deposits and Other Assets

Deposits and other assets consist of utility and
rent deposits, prepayments required under the terms of clinical trial contracts for which the remaining term of the clinical trial exceeds one year and restricted cash.

Long-Lived Assets

Long-lived assets are reviewed for impairment when
events or changes in circumstances indicate the book value of the assets may not be recoverable. In accordance with ASC 360, recoverability is measured by comparing the carrying value of the asset to the future net undiscounted cash flows expected
to be generated by the asset. If such an asset is considered to be impaired, the impairment to be recognized is calculated using the amount by which the book value of the asset exceeds the projected discounted future net cash flows arising from the
asset.

Accrued Expenses

The Company records all expenses in the period incurred. In addition to recording expenses for invoices received, the Company estimates the cost of services provided by third parties or materials
purchased for which no invoices have been received as of each balance sheet date. Accrued expenses as of December 31, 2010 and 2009 consist primarily of development and clinical trial expenses payable to contract research organizations in
connection with the Companys research and development programs and the restructuring reserve.

Significant Concentrations and Credit
Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash
equivalents and accounts receivable. The Company maintains its cash and cash equivalents in accounts with three major financial institutions in the United States. Substantially all deposits in these institutions



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exceeded the amount of FDIC insurance provided on such deposits at December 31, 2010 and 2009. Concentrations of credit risk with respect to accounts receivable, which are unsecured, are
limited due to the strong financial position of the Companys collaborator.

The Company operates in a single industry
and is engaged in discovering drugs that may lead to treatments for disabling and life-threatening diseases. Collaborative research revenues from the Companys collaboration partner representing 10% or more of total collaborative research
revenues are as follows:



|       |  |                          |    |   |      |  |     |      |  |  |     |  
|------ |  | ------------------------ | -- | - | ---- |  | --- | ---- |  |  | --- | -
|       |  | Years ended December 31, |   
|       |  | 2010                     |    |   | 2009 |  |     | 2008 | 
|Pfizer |  |                          | 91 | % |      |  | 100 | %    |  |  | 100 | %

Research and Development Costs

Research and development expenses include costs for scientific personnel, supplies, equipment, consultants, research
sponsored by the Company, allocated facility costs, costs related to pre-clinical and clinical trials, and stock-based compensation expense. All such costs are charged to research and development expense as incurred. Collaboration agreements
generally specify minimum levels of research effort required to be performed by the Company. The Company accounts for its clinical trial costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost, based on
a variety of factors, beginning with the preparation for the clinical trial. This estimated cost includes payments to contract research organizations for trial site and patient-related costs, including laboratory costs related to the conduct of the
trial and other costs. The cost per patient varies based on the type of clinical trial, the site of the clinical trial and the length of the treatment period for each patient.

Income Taxes

The Company accounts for income taxes using the liability
method in accordance with the provisions of ASC 740 (formerly SFAS No. 109), Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax
basis of the Companys assets and liabilities and are estimated using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when the Company determines that it is more
likely than not that some portion or all of a deferred tax asset will not be realized.

Comprehensive Loss

The Company has adopted the provisions of ASC 220 (formerly SFAS No. 130), Comprehensive Income, which establishes standards
for the reporting and display of comprehensive income and its components for general purpose financial statements. For all periods presented, there were no differences between net loss and comprehensive loss.

Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share attributable to common stockholders in accordance with ASC 260 (formerly SFAS No. 128), Earnings Per Share (ASC 260). Under the provisions
of ASC 260, basic net loss per share attributable to common stockholders (Basic EPS) is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per
share attributable to common stockholders (Diluted EPS) is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares and dilutive common share equivalents then outstanding. Common
share equivalents consist of the incremental common shares issuable upon the conversion of preferred stock, shares issuable upon the exercise of stock options, shares issuable upon the vesting of restricted stock units and shares issuable upon the
exercise of warrants. For the periods presented, Diluted EPS is



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identical to Basic EPS because common share equivalents, including all of the Companys Preferred Stock, outstanding stock options, outstanding restricted stock units and outstanding
warrants, are excluded from the calculation, as their effect is antidilutive. Had the Company been in a net income position, these securities may have been included in the calculation. These potentially dilutive securities consist of the following
on a weighted average basis:



|                                 |  |                          |           |  |      |  |           |      |  |  |           | 
|-------------------------------- |  | ------------------------ | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                                 |  | Years ended December 31, |          
|                                 |  | 2010                     |           |  | 2009 |  |           | 2008 | 
|Outstanding common stock options |  |                          | 741,730   |  |      |  | 696,468   |      |  |  | 704,564   | 
|Restricted stock units           |  |                          | 195,902   |  |      |  | 242,383   |      |  |  | 73,274    | 
|Outstanding warrants             |  |                          | 652,365   |  |      |  | 652,365   |      |  |  | 652,365   | 
|                                 |  |                          |           |  |      |  |           |      |  |  |           | 
|Total                            |  |                          | 1,589,997 |  |      |  | 1,591,216 |      |  |  | 1,430,203 | 
|                                 |  |                          |           |  |      |  |           |      |  |  |           | 

Stock-Based Compensation

The Company recognizes stock-based compensation expense in accordance with ASC 718 (formerly SFAS No. 123(R)), Share-Based Payment,(ASC 718) which requires that share-based
payments be measured at fair value and recognized as compensation expense over the service period in which the awards are expected to vest.

Segment Information

ASC
280 (formerly SFAS No. 131), Disclosure About Segments of an Enterprise and Related Information, establishes standards for the reporting of information about operating segments. Since its inception, the Company has conducted its
operations in one operating segment.

Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board ( FASB) issued accounting standards update (ASU)
No. 2010-17, Revenue Recognition (Topic 605)Milestone Method of Revenue Recognition: a consensus of the FASB Emerging Issues Task Force (ASU 2010-17). ASU 2010-17 amends ASC 605-28 and establishes a revenue recognition
method for contingent consideration that is payable upon the achievement of an uncertain future event, referred to as a milestone. The scope of the milestone method is limited to research and development agreements and is applicable to milestones in
multiple-deliverable arrangements involving research and development transactions. The guidance does not preclude the application of any other applicable revenue guidance. The guidance will be effective for financial statements issued for fiscal
years beginning after June 15, 2010. Early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2010-17 on the Companys financial statements.

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605)Multiple-Deliverable Revenue
Arrangements: a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a multiple-deliverable arrangement. Specifically, the
selling price assigned to each deliverable is to be based on vendor-specific objective evidence, or VSOE, if available, third-party evidence, if VSOE is unavailable, and estimated selling price if neither VSOE nor third-party evidence is available.
In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13 is effective for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted at the beginning of a companys fiscal year. The Company is currently evaluating the potential impact of ASU 2009-13 on the Companys financial
statements.



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2. Collaborations

The Company has entered into research collaboration agreements to extend the Companys ion channel drug discovery technology into additional therapeutic areas and to benefit from the research,
development and commercialization capabilities of the Companys collaborators, as well as to augment the Companys financial resources. A non-refundable upfront license fee was paid by each collaborator for rights to certain of the
Companys technology. These collaborative research agreements also provide for periodic payments to support the research phase of such programs and payments upon completion of specified research, development, regulatory and commercial
milestones. The Company may also receive reimbursement for certain research costs and royalty payments under the Companys existing agreement based on specified percentages of net product sales, if any. As of December 31, 2010, the Company
had one collaboration with Pfizer.

Pfizer

On August 13, 2007, the Company entered into a collaborative research and license agreement with Pfizer for the discovery,
development, manufacture and commercialization of compounds and products that modulate three specific sodium ion channels as new potential treatments for pain and related disorders. Pursuant to the collaboration arrangement, Pfizer paid the Company
an initial upfront license fee of $12.0 million. The Company recognized this payment from Pfizer as revenue in accordance with SAB 104, ASC 605 (formerly EITF 00-21) and other relevant accounting literature. Specifically, the $12.0 million upfront
license payment was recorded as deferred revenue, which was amortized to revenue over the two-year life of the initial research term. In September 2009, the research term was extended for one year through September 30, 2010 and in September
2010, the research term was extended through December 31, 2011. In addition to the upfront license fee, Pfizer is providing the Company with research and development funding over the research period pursuant to the agreement. The research term
may be extended upon mutual agreement of Pfizer and the Company. Additionally, Pfizer is obligated to make payments to the Company upon achievement of specified research, development, regulatory and commercialization milestones of $359.0 million for
each drug candidate developed. During the year ended December 31, 2010, the Company received $4.0 million of milestone payments from Pfizer. These payments were recorded as revenue in 2010. The Company is also eligible to receive tiered
royalties, against which Pfizer may credit any commercialization milestones, based on specified percentages of net product sales. The Company recognized $9.5 million, $9.6 million and $12.3 million of revenue related to the Pfizer collaboration
agreement for the years ended December 31, 2010, 2009 and 2008, respectively.

In connection with the collaborative
research and license agreement with Pfizer, on August 13, 2007, the Company also entered into a purchase agreement with Pfizer to sell to Pfizer up to $15.0 million of the Companys common stock. In a first closing of the transaction on
August 20, 2007, the Company sold 336,021 shares of common stock to Pfizer at a price of $14.88 per share, which was the closing bid price of the common stock as reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business
day preceding the execution of the purchase agreement, resulting in gross proceeds to the Company of approximately $5.0 million. In the second closing of the transaction on February 13, 2008, the Company sold 730,994 shares of common stock to
Pfizer at a price of $13.68 per share, which was the closing bid price of the Companys common stock as reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business day preceding the date of the Companys exercise of
its put option to sell the shares, resulting in gross proceeds to the Company of approximately $10.0 million.

On
March 14, 2008, together with Pfizer, the Company entered into a collaboration with the laboratory of Professor B. A. Wallace at Birkbeck College, University of London, to study the structural biology of sodium channels. This three party
relationship was created to support the previously established collaboration between Icagen and Pfizer for the discovery of compounds which modulate specific sodium ion channels as potential new treatments for pain and related disorders. In
connection with the Birkbeck collaboration, the Company also entered into a supplemental agreement with Pfizer that required Pfizer to reimburse the Company for certain equipment to be used in the collaboration as well as pay the Company for
additional research and development



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services over a two year term. The Company also contributed services to the collaboration and recognized these payments from Pfizer as revenue ratably over the term of the collaboration in
accordance with SAB 104, ASC 605 (formerly EITF 00-21) and other relevant accounting literature.

3. Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):



|                                                |  |              |        |   |      |   |        |  
|----------------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                                |  | December 31, |       
|                                                |  | 2010         |        |   | 2009 |  
|Equipment                                       |  | $            | 8,628  |   |      | $ | 8,632  |  
|Leasehold improvements                          |  |              | 1,671  |   |      |   | 1,729  |  
|Furniture and fixtures                          |  |              | 368    |   |      |   | 373    |  
|                                                |  |              |        |   |      |   |        |  
|                                                |  |              | 10,667 |   |      |   | 10,734 |  
|Less: accumulated depreciation and amortization |  |              | (9,381 | ) |      |   | (8,897 | )
|                                                |  |              |        |   |      |   |        |  
|Property and equipment, net                     |  | $            | 1,286  |   |      | $ | 1,837  |  
|                                                |  |              |        |   |      |   |        |  

4. Accrued Expenses

Accrued expenses consist of the following (in thousands):



|                                                |  |              |     |  |      |   |     | 
|----------------------------------------------- |  | ------------ | --- |  | ---- | - | --- | 
|                                                |  | December 31, |    
|                                                |  | 2010         |     |  | 2009 |  
|Accrued development and clinical trial expenses |  | $            | 109 |  |      | $ | 247 | 
|Restructuring reserve                           |  |              | 177 |  |      |   | 223 | 
|Other accrued expenses                          |  |              | 97  |  |      |   | 169 | 
|                                                |  |              |     |  |      |   |     | 
|Total accrued expenses                          |  | $            | 383 |  |      | $ | 639 | 
|                                                |  |              |     |  |      |   |     | 

5. Commitments and Contingencies

The Companys obligations consist of equipment debt financing, noncancelable operating leases, technology licenses, employment arrangements and other contractual obligations.

Equipment Debt Financing

In July 1999, the Company entered into an equipment financing agreement with Oxford Finance Corporation, which was subsequently amended to
provide for the acquisition of up to $3.7 million in equipment and other fixed assets. The financing agreement carries an interest rate indexed to the average yields on four-year U.S. Treasury Notes, as published by the Dow Jones Telerate Access
Service plus an applicable spread, and requires repayment of principal and interest over 36 to 48 months with a final maturity of 2012. The applicable interest rates through December 31, 2010 ranged from 12.66% to 13.11%. This financing is
structured as individual equipment notes, secured by the assets financed under such notes, and does not allow additional asset purchases under this financing beyond December 2008.

In November 2007, the Company entered into a Master Security Agreement with General Electric Capital Corporation (the GE
Agreement) to finance up to $1.0 million of additional equipment, computer hardware and office furniture through December 31, 2007. Borrowings under the GE Agreement bear interest at a fixed rate of 11.30% per year and are payable in
monthly installments over 36 to 42 months with a final maturity date of 2011. This financing is structured as individual equipment notes, secured by the assets financed under such notes, and does not allow additional asset purchases under this
financing beyond December 2007.



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As of December 31, 2010 and 2009, approximately $456,000 and $971,000 of the equipment
debt financing notes were outstanding, respectively. Total equipment with a net carrying value of $599,000 collaterizes the outstanding equipment debt financing balance at December 31, 2010.

Property and equipment includes the following amounts financed through equipment debt financing (in thousands):



|                                  |  |              |       |   |      |   |       |  
|--------------------------------- |  | ------------ | ----- | - | ---- | - | ----- | -
|                                  |  | December 31, |      
|                                  |  | 2010         |       |   | 2009 |  
|Equipment, furniture and fixtures |  | $            | 1,576 |   |      | $ | 1,841 |  
|Less: accumulated depreciation    |  |              | (977  | ) |      |   | (857  | )
|                                  |  |              |       |   |      |   |       |  
|                                  |  | $            | 599   |   |      | $ | 984   |  
|                                  |  |              |       |   |      |   |       |  

As of December 31, 2010, future annual principal payments under equipment debt financing consist of the
following for the years ending December 31 (in thousands):



|                                               |  |   |      |  
|---------------------------------------------- |  | - | ---- | -
|2011                                           |  | $ | 328  |  
|2012                                           |  |   | 128  |  
|                                               |  |   |      |  
|Total                                          |  |   | 456  |  
|Current portion of equipment debt financing    |  |   | (328 | )
|                                               |  |   |      |  
|Equipment debt financing, less current portion |  | $ | 128  |  
|                                               |  |   |      |  

Noncancelable Operating Leases

The Company leases certain office equipment under noncancelable operating leases expiring in 2013. The Company leases its facilities under various noncancelable operating leases that expire from 2011
through 2012. One of the Companys facility leases is subject to voluntary renewal options and included a $260,000 tenant improvement allowance and another of the Companys facility leases included three months rent abatement. The terms of
the facility leases provide for rental payments on a graduated scale and the Companys payment of certain operating expenses. Minimum rent payments, net of rent abatement and allowances, under operating leases are recognized on a straight line
basis over the term of the lease, including renewal options if applicable. At December 31, 2010, the Company had provided one of its lessors with an irrevocable letter of credit with a balance of $100,000 during the lease term. This letter of
credit is secured by a cash deposit, which is included in deposits and other in the accompanying balance sheets.

As of
December 31, 2010, future annual minimum payments under noncancelable operating leases with terms in excess of one year consist of the following for the years ending December 31 (in thousands):



|                             |  |   |     | 
|---------------------------- |  | - | --- | 
|2011                         |  | $ | 498 | 
|2012                         |  |   | 199 | 
|2013                         |  |   | 8   | 
|                             |  |   |     | 
|Total minimum lease payments |  | $ | 705 | 
|                             |  |   |     | 

Rental expense associated with operating leases was $677,000, $706,000 and $690,000 for the years ended
December 31, 2010, 2009 and 2008, respectively.

Technology Licenses

The Company is a party to a number of license agreements, primarily with academic institutions, under which it licenses patents, patent
applications and other intellectual property for which the Company paid upfront



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license fees. The duration of these agreements varies from 10 years to the expiration date of the last-to-expire patent, and the Company has the option to renew some of these agreements at the
end of their terms. The Companys technology license agreements are generally terminable by the Company upon short notice. Under certain conditions, the Company can grant sublicenses for which the licensors receive a fee. Some of these licenses
require annual maintenance fees and periodic payments upon the achievement of specified development and regulatory milestones. The Company is obligated to pay specified royalties for licensed and sublicensed product sales or specified percentages of
income received from sublicenses, and in some cases minimum annual royalties. As of December 31, 2010, $100,000 was due to a licensor as a result of achieving regulatory milestones. As of December 31, 2009, there were no milestone payments
or royalties due under these technology license agreements.

As of December 31, 2010, future annual license maintenance
fees under the Companys technology license agreements consist of the following for the years ending December 31 (in thousands):



|                  |  |   |     | 
|----------------- |  | - | --- | 
|2011              |  | $ | 43  | 
|2012              |  |   | 43  | 
|2013              |  |   | 26  | 
|2014              |  |   | 22  | 
|2015              |  |   | 17  | 
|2016 through 2024 |  |   | 48  | 
|                  |  |   |     | 
|Total             |  | $ | 199 | 
|                  |  |   |     | 

The aggregate amount of the annual maintenance and royalty fees under these technology license agreements
was $438,000, $46,000 and $111,000 in 2010, 2009 and 2008, respectively.

Employment Arrangements

The Company provides a severance arrangement for its executive officers and certain employees, which includes salary and bonus continuance
and continued health benefits. At December 31, 2010, the Company had a remaining obligation of $56,000 related to these arrangements as a result of a workforce reduction which was implemented in 2010. At December 31, 2009, the Company had
a remaining obligation of $164,000 related to these arrangements as a result of a workforce reduction which was implemented in 2009. At December 31, 2010, the aggregate amount of potential future obligations under these arrangements was $3.4
million.

Restructuring

During 2010 and 2009, the Company implemented a number of cost savings measures, including workforce reductions, in order to conserve cash. The Company recorded restructuring charges of approximately
$305,000 and $469,000 for the years ended December 31, 2010 and 2009, respectively, related to termination benefits. The restructuring charges are included as a component of both research and development and general and administrative
expense in the statement of operations. The restructuring costs are being accounted for pursuant to ASC 420 (formerly SFAS No. 146), Accounting for Costs Associated with Exit or Disposal Activities. The following table
summarizes the activity in the restructuring accrual for the years ended December 31, 2010 and 2009:



|                |  |                             |   |  |         |   |     |          |  |   |                             |   |  |   |     | 
|--------------- |  | --------------------------- | - |  | ------- | - | --- | -------- |  | - | --------------------------- | - |  | - | --- | 
|                |  | Balance atDecember 
31,2008 |   |  | Charges |   |     | Payments |  |   | Balance atDecember 
31,2009 |  
|Severance Costs |  | $                           |  |  |         | $ | 469 |          |  | $ | (246                        | ) |  | $ | 223 | 
|                |  |                             |   |  |         |   |     |          |  |   |                             |   |  |   |     | 
|Total           |  | $                           |  |  |         | $ | 469 |          |  | $ | (246                        | ) |  | $ | 223 | 
|                |  |                             |   |  |         |   |     |          |  |   |                             |   |  |   |     | 



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|                |  |                             |     |  |         |   |     |          |  |   |                             |   |  |   |     | 
|--------------- |  | --------------------------- | --- |  | ------- | - | --- | -------- |  | - | --------------------------- | - |  | - | --- | 
|                |  | Balance atDecember 
31,2009 |     |  | Charges |   |     | Payments |  |   | Balance atDecember 
31,2010 |  
|Severance Costs |  | $                           | 223 |  |         | $ | 305 |          |  | $ | (350                        | ) |  | $ | 178 | 
|                |  |                             |     |  |         |   |     |          |  |   |                             |   |  |   |     | 
|Total           |  | $                           | 223 |  |         | $ | 305 |          |  | $ | (350                        | ) |  | $ | 178 | 
|                |  |                             |     |  |         |   |     |          |  |   |                             |   |  |   |     | 

Other Contractual Obligations

Other contractual obligations as of December 31, 2010 consisted of $174,000 related to commitments for contract research services for preclinical research and other commitments.

6. Stockholders Equity

Capital
Structure

On September 21, 2010, the Company amended its certificate of incorporation in order to effect a previously
announced one-for-eight reverse split of its outstanding common stock and to fix on a post-split basis the number of authorized shares of its common stock at 18,750,000. As a result of the reverse stock split, each share of the Companys common
stock outstanding as of 5:00 p.m. on September 21, 2010 was automatically changed into one-eighth of a share of common stock. No fractional shares were issued as a result of the reverse split. Holders of common stock who would have otherwise
received fractional shares pursuant to the reverse split received cash in lieu of the fractional share. The reverse split reduced the total number of shares of the Companys common stock outstanding from approximately 47.7 million shares
to approximately 5.9 million shares. In addition, the number of shares of common stock subject to outstanding options, restricted stock units and warrants issued by the Company and the number of shares reserved for future issuance under the
Companys stock plans were reduced by a factor of eight to reflect the reverse split. The reverse split was accounted for retroactively and reflected in the Companys common stock, warrant, stock options and restricted stock unit activity
as of and during the years ended December 31, 2010, 2009 and 2008.

As of December 31, 2010, the Company was
authorized to issue up to 18,750,000 shares of $0.001 par value common stock and 1,250,000 shares of $0.001 par value preferred stock in one or more series. As of December 31, 2009, the Company was authorized to issue up to 15,000,000 shares of
$0.001 par value common stock and 1,250,000 shares of $0.001 par value preferred stock in one or more series.

Common Stock

On December 10, 2010, the Company entered into an At Market Issuance Sales Agreement (the Agreement) with McNicoll,
Lewis & Vlak LLC (MLV), pursuant to which the Company may issue and sell shares of its common stock, $0.001 par value per share, from time to time through MLV (the Offering). Also on December 10, 2010, the
Company filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering of shares of common stock having an aggregate offering price of up to $2,600,000. The Company sold 334,000 shares of common stock under
this Agreement during December 2010, resulting in net proceeds of $529,000.

In connection with the collaborative research and
license agreement with Pfizer, on August 13, 2007, the Company entered into a purchase agreement with Pfizer to sell to Pfizer up to $15.0 million of the Companys common stock. In the first closing of the transaction on August 20,
2007, the Company sold 336,021 shares of common stock to Pfizer at a price of $14.88 per share, which was the closing bid price of the common stock as reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business day preceding
the execution of the purchase agreement, resulting in gross proceeds to the Company of approximately $5.0 million. In the second closing of the transaction on February 13, 2008, the Company sold 730,994 shares of common stock to Pfizer at a
price of $13.68 per share, which was the closing bid price of the Companys common stock as



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reported on the Nasdaq Global Market as of 4:00 p.m. Eastern time on the business day preceding the date of the Companys exercise of its put option to sell the shares, resulting in gross
proceeds to the Company of approximately $10.0 million.

Pursuant to the purchase agreement that the Company entered into in
connection with the equity investment by Pfizer, the Company has agreed to file, at any time after August 20, 2008, upon the request of Pfizer, a registration statement with the SEC covering the resale of the aggregate number of shares issued
pursuant to the purchase agreement. The terms of the purchase agreement require the Company to pay liquidated damages to Pfizer in the event that the Company does not file the registration statement with the SEC within 30 days after the request by
Pfizer to file such registration statement, the registration statement does not become effective or its effectiveness is not maintained beginning 90 days after the registration request (if the registration statement is not reviewed by the SEC) or
120 days after the registration request (if it is so reviewed) or, after the registration statement is declared effective by the SEC, the registration statement is suspended by the Company or ceases to remain continuously effective as to all
registrable securities for which it is required to be effective, with certain specified exceptions (Pfizer Registration Default). Subject to the specified exceptions, for each 30-day period or portion thereof during which a Pfizer
Registration Default remains uncured, the Company is obligated to pay Pfizer an amount in cash equal to 1% of Pfizers aggregate purchase price, up to a maximum of 10% of the aggregate purchase price paid by Pfizer.

As of December 31, 2010 and 2009, the Company had a total of 6,326,441 and 5,921,901 shares of common stock outstanding,
respectively.

Stockholder Rights Plan

On December 2, 2008, the Company adopted a stockholder rights plan pursuant to which it issued a dividend of one preferred share purchase right for each share of common stock held by stockholders of
record on December 15, 2008. The Companys stockholders approved the rights plan on June 2, 2009. Each right entitles stockholders to purchase one one-thousandth of a share of the Companys Series A Junior Participating
Preferred Stock at a price of $7.50, subject to adjustment under certain circumstances. Unless the Company redeems or exchanges the rights at an earlier date, they will expire upon the close of business on December 2, 2018.

The rights issued under the stockholder rights plan will automatically trade with the underlying common stock and will initially not be
exercisable. If a person acquires or commences a tender offer for 15% (or in the case of Pfizer, which currently owns approximately 15% of the Companys common stock, 20%) or more of the Companys common stock in a transaction that was not
approved by the Companys Board of Directors, each right, other than those owned by the acquiring person, would instead entitle the holder to purchase $15.00 worth of common stock for the $7.50 exercise price. If the Company is involved in a
merger or other transaction with another company that is not approved by its Board of Directors, in which the Company is not the surviving corporation or which transfers more than 50% of its assets to another company, then each right, other than
those owned by the acquiring person, would instead entitle the holder to purchase $15.00 worth of the acquiring companys common stock for the $7.50 exercise price.

The Companys Board of Directors may redeem the rights for $0.001 per right at any time until ten business days after a person acquires 15% (or in the case of Pfizer, 20%) of the Companys
common stock, or on the date on which any executive officer of Icagen has actual knowledge of such acquisition, whichever is later. The Board of Directors may also extend the date by which the rights may be redeemed. Unless the Company redeems or
exchanges the rights at an earlier date, they will expire upon the close of business on December 2, 2018.

Warrants

In connection with the Companys private placement completed on February 6, 2007, the Company issued warrants to purchase an
aggregate of 674,782 shares of common stock with an exercise price of $11.60 per share. These warrants may be exercised for cash or on a cashless basis and expire in February 2012. At December 31, 2010 and 2009, there were warrants to purchase
652,365 shares of common stock outstanding.



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Common Stock Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as follows:



|                                                                 |  |                  |           | 
|---------------------------------------------------------------- |  | ---------------- | --------- | 
|                                                                 |  | December 31,2010 |          
|Outstanding stock options                                        |  |                  | 676,969   | 
|Outstanding restricted stock units                               |  |                  | 127,510   | 
|Outstanding warrants                                             |  |                  | 652,365   | 
|Possible future issuance under the 2004 equity compensation plan |  |                  | 352,973   | 
|                                                                 |  |                  |           | 
|Total shares reserved                                            |  |                  | 1,809,817 | 
|                                                                 |  |                  |           | 

7. Stock-Based Compensation

In January 1996, the Board of Directors adopted and the stockholders approved the Icagen, Inc. Equity Compensation Plan (the 1996 Plan) to create an additional incentive for key employees,
directors and consultants or advisors. The 1996 Plan authorized the issuance of stock options to be granted as incentive and nonqualified stock options, restricted stock, and other stock-based awards. The Board of Directors determined the exercise
prices of all options granted. The options vest based on terms provided for in the individual stock option agreements issued pursuant to the 1996 Plan. Options generally vest on a monthly basis over a period of one to four years and have a
contractual life of ten years.

In February 2004, the Board of Directors adopted and on May 19, 2004, the stockholders
approved, the 2004 Stock Incentive Plan (the 2004 Plan), which became effective on February 3, 2005, the date on which the Companys registration statement for its IPO was declared effective. The 2004 Plan provides for the
grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. Upon effectiveness of the 2004 Plan, the number of shares of common stock reserved for issuance under the 2004 Plan was 385,111
shares. The 2004 Plan also contains a provision that allows for an automatic annual increase in the number of shares authorized under the 2004 Plan, beginning in 2006, subject to certain limitations specified in the 2004 Plan. On June 26, 2007,
the 2004 plan was amended to increase the number of shares reserved for issuance under the plan from 393,750 to 768,750.

The
fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model, using the assumptions noted in the following table. Expected volatility is based on the historical volatility of the
Companys common stock price and the volatility of the common stock prices of other comparable companies in the biotechnology industry. The Company uses historical data to estimate option exercises and forfeitures used in the model. The
expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company analyzed separate groups of employees with similar exercise behavior to determine the expected term. The risk-free
interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. As of December 31, 2010, the Company had 676,969 options outstanding with a weighted average exercise
price of $15.28, and 127,510 restricted stock units outstanding. Remaining compensation expense as of December 31, 2010 to be recognized on these options and restricted stock units through December 2014 is approximately $782,000 and $517,000,
respectively. The weighted-average period of time over which these costs will be recognized for stock options and restricted stock units is 2.8 and 1.7 years, respectively. As of December 31, 2010, the Company had 563,730 options exercisable
with a weighted average exercise price of $16.83. As of December 31, 2010, the Company had 670,773 options vested and expected to vest with a weighted average exercise price of $15.36. The weighted-average remaining contractual terms of the
exercisable options and options vested and expected to vest at December 31, 2010 is 3.5 and 4.2 years, respectively. The aggregate intrinsic value of exercisable options and options vested and expected to vest at December 31, 2010 was $0.



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The fair value of each option grant was determined using the Black-Scholes-Merton option
pricing model with the following weighted average assumptions:



|                                                                              |  |                          |       |   |      |   |       |      |  |   |       |  
|----------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                              |  | Years ended December 31, |      
|                                                                              |  | 2010                     |       |   | 2009 |   |       | 2008 | 
|Expected dividend yield                                                       |  |                          | 0.0   | % |      |   | 0.0   | %    |  |   | 0.0   | %
|Risk-free interest rate                                                       |  |                          | 2.8   | % |      |   | 3.2   | %    |  |   | 3.3   | %
|Expected volatility                                                           |  |                          | 112.0 | % |      |   | 100.0 | %    |  |   | 100.0 | %
|Expected life (in years)                                                      |  |                          | 6.1   |   |      |   | 7.0   |      |  |   | 5.7   |  
|Estimated weighted average grant date fair value per share of options granted |  | $                        | 5.42  |   |      | $ | 2.80  |      |  | $ | 9.52  |  

The following table
summarizes activity related to stock options and restricted stock units as of December 31, 2010, and changes during the year then ended:



|                             |  |                           |          |   |                           |  |          |                               |  |   |                                   |  |  |  |         |  
|---------------------------- |  | ------------------------- | -------- | - | ------------------------- |  | -------- | ----------------------------- |  | - | --------------------------------- |  |  |  | ------- | -
|                             |  | Shares Availablefor
Grant |          |   | Stock 
OptionsOutstanding |  |          | WeightedAverageExercise Price |  |   | Restricted 
StockUnitsOutstanding | 
|Balance at December 31, 2009 |  |                           | 320,866  |   |                           |  | 635,372  |                               |  | $ | 17.64                             |  |  |  | 213,598 |  
|Authorized                   |  |                           | 125,000  |   |                           |  |         |                               |  |   |                                  |  |  |  |        |  
|Granted                      |  |                           | (219,977 | ) |                           |  | 167,087  |                               |  |   | 6.41                              |  |  |  | 52,890  |  
|Exercised/Released           |  |                           |         |   |                           |  | (1,125   | )                             |  |   | 6.00                              |  |  |  | (90,437 | )
|Forfeited/Cancelled          |  |                           | 127,084  |   |                           |  | (124,365 | )                             |  |   | 15.52                             |  |  |  | (48,541 | )
|                             |  |                           |          |   |                           |  |          |                               |  |   |                                   |  |  |  |         |  
|Balance at December 31, 2010 |  |                           | 352,973  |   |                           |  | 676,969  |                               |  | $ | 15.28                             |  |  |  | 127,510 |  
|                             |  |                           |          |   |                           |  |          |                               |  |   |                                   |  |  |  |         |  

Selected information regarding stock options as of December 31, 2010 follows:



|                         |  |                  |                     |  |                                        |  |     |                               |  |   |                  |  |  |                               |         |  |  |   |       | 
|------------------------ |  | ---------------- | ------------------- |  | -------------------------------------- |  | --- | ----------------------------- |  | - | ---------------- |  |  | ----------------------------- | ------- |  |  | - | ----- | 
|Options Outstanding      |  |                  | Options Exercisable | 
|Range of
Exercise Prices |  | Number ofOptions |                     |  | Weighted AverageRemaining Life
inYears |  |     | WeightedAverageExercise Price |  |   | Number ofOptions |  |  | WeightedAverageExercise Price |        
|$3.00  $6.00            |  |                  | 23,505              |  |                                        |  | 8.1 |                               |  | $ | 3.92             |  |  |                               | 23,505  |  |  | $ | 3.92  | 
|6.01  7.00              |  |                  | 247,693             |  |                                        |  | 7.0 |                               |  |   | 6.75             |  |  |                               | 151,991 |  |  |   | 6.88  | 
|7.01  8.00              |  |                  | 38,033              |  |                                        |  | 3.2 |                               |  |   | 7.21             |  |  |                               | 38,033  |  |  |   | 7.21  | 
|8.01  10.00             |  |                  | 32,805              |  |                                        |  | 4.1 |                               |  |   | 8.64             |  |  |                               | 32,526  |  |  |   | 8.64  | 
|10.01  15.00            |  |                  | 87,500              |  |                                        |  | 2.2 |                               |  |   | 12.10            |  |  |                               | 74,741  |  |  |   | 12.07 | 
|15.01  20.00            |  |                  | 154,487             |  |                                        |  | 1.4 |                               |  |   | 16.89            |  |  |                               | 149,988 |  |  |   | 16.91 | 
|20.01  40.00            |  |                  | 46,175              |  |                                        |  | 3.4 |                               |  |   | 39.55            |  |  |                               | 46,175  |  |  |   | 39.55 | 
|40.01  60.00            |  |                  | 37,845              |  |                                        |  | 3.1 |                               |  |   | 50.83            |  |  |                               | 37,845  |  |  |   | 50.83 | 
|60.01  73.00            |  |                  | 8,926               |  |                                        |  | 1.5 |                               |  |   | 67.73            |  |  |                               | 8,926   |  |  |   | 67.73 | 
|                         |  |                  |                     |  |                                        |  |     |                               |  |   |                  |  |  |                               |         |  |  |   |       | 
|$3.00  $73.00           |  |                  | 676,969             |  |                                        |  | 4.3 |                               |  | $ | 15.28            |  |  |                               | 563,730 |  |  | $ | 16.83 | 
|                         |  |                  |                     |  |                                        |  |     |                               |  |   |                  |  |  |                               |         |  |  |   |       | 

The intrinsic value of options exercised during the years ended December 31, 2010, 2009 and 2008 was
$1,000, $39,000 and $76,000, respectively. The total fair value of options vested during the years ended December 31, 2010, 2009 and 2008 was $471,000, $631,000 and $1.6 million, respectively.

At December 31, 2010 and 2009, 563,730 and 578,937 of the Companys outstanding options were exercisable, respectively.

8. Related Party Transactions

At December 31, 2010 and 2009, Pfizer held 1,067,015 shares of the Companys common stock. Total revenues from Pfizer totaled approximately $9.5 million, $9.6 million and $12.3 million in 2010,
2009 and 2008, respectively, including $4.0 million of milestone revenue that was recognized in 2010 and partial recognition of a



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non-refundable upfront license fee of $12.0 million in 2009 and 2008 that was recognized as revenue ratably over the initial two-year research term of the Companys collaboration agreement
with Pfizer. Amounts included in accounts receivable from Pfizer totaled $401,000 and $20,000 at December 31, 2010 and 2009, respectively.

The Company incurred expense of $0, $771,000 and $658,000 from Quintiles Transnational Corp. for development and clinical trial services in 2010, 2009 and 2008, respectively. Quintiles Transnational Corp.
is an affiliate of one of the Companys stockholders, and the chairman of the board and chief executive officer of Quintiles Transnational Corp. is a stockholder and a member of the Companys Board of Directors. The amounts paid to
Quintiles Transnational Corp. are included in research and development expense on the statements of operations. Amounts included in accounts payable related to these services totaled $0 and $68,000 at December 31, 2010 and 2009, respectively.

9. Income Taxes

A reconciliation of the Companys income tax benefit at the federal statutory rate to actual income tax benefit is as follows (in thousands):



|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                             |  | 2010 |        |   | 2009 |   |        | 2008 | 
|Income tax benefit at federal statutory rate |  | $    | (2,225 | ) |      | $ | (4,469 | )    |  | $ | (5,185 | )
|State taxes, net of federal expense          |  |      | (318   | ) |      |   | (638   | )    |  |   | (741   | )
|Research and development credit              |  |      | (595   | ) |      |   | (406   | )    |  |   | (434   | )
|Orphan drug credit                           |  |      |       |   |      |   |       |      |  |   | 5,887  |  
|Stock compensation                           |  |      | 641    |   |      |   | 495    |      |  |   | 641    |  
|Other, net                                   |  |      | 28     |   |      |   | (1,233 | )    |  |   | (616   | )
|Change in valuation allowance                |  |      | 2,465  |   |      |   | 6,163  |      |  |   | 448    |  
|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|Income tax benefit                           |  | $    | (4     | ) |      | $ | (88    | )    |  | $ |       |  
|                                             |  |      |        |   |      |   |        |      |  |   |        |  

A reconciliation of the statutory income tax rate to the effective income tax rate as recognized in the
statements of operations is as follows:



|                                        |  |      |       |    |      |  |       |      |  |  |       |   
|--------------------------------------- |  | ---- | ----- | -- | ---- |  | ----- | ---- |  |  | ----- | --
|                                        |  | 2010 |       |    | 2009 |  |       | 2008 | 
|Federal statutory rate                  |  |      | (35.0 | )% |      |  | (35.0 | )%   |  |  | 35.0  | % 
|State tax rate, net of federal benefit  |  |      | (5.0  | )% |      |  | (5.0  | )%   |  |  | 5.0   | % 
|Tax credits and non-deductible expenses |  |      | 1.1   | %  |      |  | (8.6  | )%   |  |  | (41.2 | )%
|Change in valuation allowance           |  |      | 38.8  | %  |      |  | 47.9  | %    |  |  | 1.2   | % 
|                                        |  |      |       |    |      |  |       |      |  |  |       |   
|                                        |  |      | (0.1  | )% |      |  | (0.7  | )%   |  |  | 0.0   | % 
|                                        |  |      |       |    |      |  |       |      |  |  |       |   

The income tax effects of temporary differences that give rise to significant portions of deferred tax
assets are as follows as of December 31 (in thousands):



|                                                  |  |      |         |   |      |   |         |  
|------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                  |  | 2010 |         |   | 2009 |  
|Deferred tax assets:                              |  |      |         |   |      |   |         |  
|Deferred revenue                                  |  | $    | 406     |   |      | $ | 543     |  
|Excess book depreciation                          |  |      | 345     |   |      |   | 277     |  
|Stock-based compensation expense                  |  |      | 1,409   |   |      |   | 1,325   |  
|Net operating loss carryforwards                  |  |      | 54,136  |   |      |   | 51,378  |  
|Research and development credit carryforwards     |  |      | 3,656   |   |      |   | 3,964   |  
|Orphan drug credit carryforward                   |  |      | 12,427  |   |      |   | 12,427  |  
|Alternative minimum tax credit                    |  |      | 5       |   |      |   | 5       |  
|                                                  |  |      |         |   |      |   |         |  
|Total deferred tax assets                         |  |      | 72,384  |   |      |   | 69,919  |  
|Less: valuation allowance for deferred tax assets |  |      | (72,384 | ) |      |   | (69,919 | )
|                                                  |  |      |         |   |      |   |         |  
|Net deferred tax assets                           |  | $    |        |   |      | $ |        |  
|                                                  |  |      |         |   |      |   |         |  



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During 2010, the Company received a cash payment of $733,000 of federal government grants
under the qualifying therapeutic discovery project program under §48D of the Internal Revenue Code. The program provided for $1.0 billion in federal subsidies in the form of a 50% investment tax credit or an elective 50% cash grant for certain
expenses incurred during 2009 or 2010 with an individual taxpayer cap of $5.0 million. The program was oversubscribed and therefore the maximum grant for each certified application was approximately $244,000. The Company received $733,000 for its
three certified applications and this amount was recorded as other income in the accompanying statement of operations.

During
2009, the Company received a cash payment of $88,000 from the U.S. Government relating to a refundable tax credit. This amount was recorded as an income tax benefit in the accompanying statement of operations.

At December 31, 2010 and 2009, the Company had net operating loss carryforwards of approximately $135.3 million and $128.4
million, respectively, and research and development credit carryforwards of approximately $3.7 million and $4.0 million, respectively, for income tax purposes that begin to expire in the year 2011. The Companys orphan drug credit
carryforwards of $12.4 million as of December 31, 2010 and 2009 for income tax purposes begin to expire in 2020. For financial reporting purposes, a valuation allowance has been recognized to offset the deferred tax assets related to these
carryforwards as the Company has determined that it is more likely than not that the deferred tax assets will not be realized.

Based on the number of shares of common and preferred stock issued, the Company has exceeded the limit allowable under the Tax Reform Act
of 1986 related to changes in ownership percentage governing future utilization of net operating loss carryforwards and tax credit carryforwards. Ownership changes subsequent to December 31, 2010 may reduce the availability of net operating
losses to offset future taxable income.

During the year ended December 31, 2010, the Company recorded an increase to its
liability for unrecognized tax benefits of approximately $60,000. During the year ended December 31, 2009, the Company recorded an increase to its liability for unrecognized tax benefits of approximately $72,000. During the year ended
December 31, 2008, the Company recorded a decrease to its liability for unrecognized tax benefits of approximately $414,000. These liabilities are offset by the Companys NOL carryforwards. Interest or penalties have not been accrued. If
the tax benefit is ultimately recognized, there will be no impact to the Companys effective tax rate as a result of the Companys valuation allowance. The Company does not anticipate any significant increases or decreases to its liability
for unrecognized tax benefits within the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized
tax benefits are as follows:



|                                                            |  |   |       |  
|----------------------------------------------------------- |  | - | ----- | -
|Balance, January 1, 2008                                    |  | $ | 1,712 |  
|Increases for tax positions taken during the current period |  |   | 77    |  
|Decreases related to settlements                            |  |   | (491  | )
|                                                            |  |   |       |  
|Balance, December 31, 2008                                  |  |   | 1,298 |  
|Increases for tax positions taken during the current period |  |   | 72    |  
|                                                            |  |   |       |  
|Balance, December 31, 2009                                  |  |   | 1,370 |  
|Increases for tax positions taken during the current period |  |   | 60    |  
|                                                            |  |   |       |  
|Balance, December 31, 2010                                  |  | $ | 1,430 |  
|                                                            |  |   |       |  

The tax years 2004 forward are open for assessment of underpayment of tax. The net operating losses dating
back to 1995 are open to adjustment by taxing authorities. During the second quarter of 2008, the IRS notified the Company that it had been selected for a routine audit of the Companys 2005 U.S. Federal income tax return. In connection with
the IRS audit, the Company revised the amounts recorded for the orphan drug credit and the net operating loss. The audit was completed during the fourth quarter of 2008 and there were no proposed adjustments that had a material effect upon the
Companys financial position or results of operations.



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10. Defined Contribution Benefit Plan

The Company has adopted a 401(k) plan (the 401(k) Plan) covering all qualified employees. The effective date of the 401(k)
Plan is August 1, 1997. Participants may elect a salary reduction from 1% to 100% as a contribution to the 401(k) Plan subject to Internal Revenue Service limitations. The 401(k) Plan permits the Company to match these elective deferrals by a
percentage determined on an annual basis. The Company matches 20% of participants contributions. The Company made matching contributions in the amount of $106,000, $119,000 and $136,000 in 2010, 2009 and 2008, respectively.

11. Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly results of operations (in thousands, except share and per share amounts):



|                                                                         |  |                              |           |   |             |   |           |             |  |   |             |   |  |   |           |  
|------------------------------------------------------------------------ |  | ---------------------------- | --------- | - | ----------- | - | --------- | ----------- |  | - | ----------- | - |  | - | --------- | -
|                                                                         |  | Year ended December 31, 2010 |          
|                                                                         |  | 1st Quarter                  |           |   | 2nd Quarter |   |           | 3rd Quarter |  |   | 4th Quarter |  
|Collaborative research and development revenues                          |  | $                            | 1,461     |   |             | $ | 2,267     |             |  | $ | 4,541       |   |  | $ | 2,263     |  
|Loss from operations                                                     |  |                              | (3,207    | ) |             |   | (2,148    | )           |  |   | (234        | ) |  |   | (1,451    | )
|Net loss                                                                 |  |                              | (3,232    | ) |             |   | (2,163    | )           |  |   | (239        | ) |  |   | (724      | )
|Basic and diluted net loss per share attributable to common stockholders |  | $                            | (0.54     | ) |             | $ | (0.36     | )           |  | $ | (0.04       | ) |  | $ | (0.12     | )
|Weighted average common shares outstandingbasic and diluted             |  |                              | 5,953,208 |   |             |   | 5,959,319 |             |  |   | 5,962,772   |   |  |   | 6,004,483 |  



|                                                                         |  |                              |           |   |             |   |           |             |  |   |             |   |  |   |           |  
|------------------------------------------------------------------------ |  | ---------------------------- | --------- | - | ----------- | - | --------- | ----------- |  | - | ----------- | - |  | - | --------- | -
|                                                                         |  | Year ended December 31, 2009 |          
|                                                                         |  | 1st Quarter                  |           |   | 2nd Quarter |   |           | 3rd Quarter |  |   | 4th Quarter |  
|Collaborative research and development revenues                          |  | $                            | 3,012     |   |             | $ | 3,008     |             |  | $ | 2,236       |   |  | $ | 1,377     |  
|Loss from operations                                                     |  |                              | (3,573    | ) |             |   | (2,337    | )           |  |   | (3,471      | ) |  |   | (3,339    | )
|Net loss                                                                 |  |                              | (3,614    | ) |             |   | (2,379    | )           |  |   | (3,503      | ) |  |   | (3,273    | )
|Basic and diluted net loss per share attributable to common stockholders |  | $                            | (0.62     | ) |             | $ | (0.40     | )           |  | $ | (0.60       | ) |  | $ | (0.55     | )
|Weighted average common shares outstandingbasic and diluted             |  |                              | 5,872,321 |   |             |   | 5,875,306 |             |  |   | 5,885,484   |   |  |   | 5,898,960 |  

In accordance with
prescribed reporting requirements, the sum of per share losses by quarter may not equal loss per share for the full year due to the changes in average share calculations.

12. Subsequent Events

During the period from January 1 through
January 18, 2011, the Company sold an additional 951,000 shares of common stock under its Agreement with MLV resulting in net proceeds of approximately $1.7 million. On January 20, 2011, the Company terminated the Agreement in accordance
with the provisions of the Agreement. As of January 20, 2011, the Company had sold shares having a net offering price of $2.3 million in connection with the Offering.

On January 3, 2011, the Company granted 38,983 restricted stock units to non-employee board members at a fair value of $1.77, the market price of the common stock on the date of grant. These
restricted stock units were granted in lieu of the Boards full cash compensation.

On January 7, 2011, the Company
entered into Option Cancellation Agreements (the Cancellation Agreements) with the Companys executive officers and certain other senior level employees, pursuant to which such individuals (the Optionees) agreed to the
surrender and cancellation of certain previously granted stock options (the Cancelled Options) to purchase shares of the Companys common stock in order to make available



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additional shares for future grants under the Companys 2004 Stock Incentive Plan, as amended. Under the terms of the Cancellation Agreements, each Optionee and the Company acknowledged and
agreed that the surrender and cancellation of the Cancelled Options was without any expectation on the part of the Optionee to receive, and without any obligation on the Company to pay or grant, any cash, equity awards or other consideration
presently or in the future with respect to the Cancelled Options. A total of 85,659 options were cancelled and each of the Cancelled Options had an exercise price greater than $8.00 per share. The Company recognized a charge of approximately
$112,000 associated with the cancellation of these options, which represented the remaining unamortized compensation expense.

On February 2, 2011, the Company announced that, following a review of data from recently completed clinical studies as well as the
Companys proposed protocol for a Phase II clinical trial in patients with treatment resistant epilepsy, the FDA had notified the Company that the clinical hold on Icagens IND for ICA-105665, a novel orally available small molecule KCNQ
potassium channel agonist, had been removed.

On February 8, 2011, the Company issued 150,000 restricted stock units to
Company executives at a fair value of $3.83 per share, the market price of the common stock on the date of grant. On February 22, 2011, the Company issued 212,900 restricted stock units to Company employees at a fair value of $3.04 per share,
the market price of the common stock on the date of grant.



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EXHIBIT INDEX



|               |  |                                                                                                                                                                                     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                         
|               | 
|3.1            |  | Restated Certificate of Incorporation of the Registrant, as amended.                                                                                                                
|               | 
|3.1.1(22)      |  | Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant, dated December 2, 2008.                                                             
|               | 
|3.2(27)        |  | Amended and Restated Bylaws of the Registrant, as amended.                                                                                                                          
|               | 
|4.1(2)         |  | Specimen Stock Certificate.                                                                                                                                                         
|               | 
|4.2(2)         |  | Warrant to Purchase Shares of Series B Preferred Stock, dated December 28, 1994, issued to Dominion Fund III.                                                                       
|               | 
|4.3(2)         |  | Warrant to Purchase Shares of Series D Preferred Stock, dated May 23, 1997, issued to Dominion Fund III.                                                                            
|               | 
|4.4(2)         |  | Warrant to Purchase Shares of Series E Preferred Stock, dated September 3, 1998, issued to Dominion Fund III.                                                                       
|               | 
|4.5(2)         |  | First Amendment to Warrants to Purchase Shares of Preferred Stock of Icagen, Inc., dated May 14, 2004, by and between the Registrant, Dominion Fund III and Dominion
Ventures.      
|               | 
|4.6(2)         |  | Form of Warrant to Purchase Shares of Series D Convertible Preferred Stock, dated March 15, 1997, issued to certain persons in connection with offering of Series D Preferred
Stock.
|               | 
|4.7(4)         |  | Securities Purchase Agreement, dated January 26, 2007, among the Registrant and the purchasers listed on Exhibit A thereto.                                                         
|               | 
|4.8(5)         |  | Form of Warrant to Purchase Shares of Common Stock, dated February 6, 2007, issued to certain purchasers in connection with a private placement.                                    
|               | 
|4.9(6)         |  | Purchase Agreement, dated August 13, 2007, between the Registrant and Pfizer Inc.                                                                                                   
|               | 
|4.10(22)       |  | Rights Agreement, dated December 2, 2008, between the Registrant and American Stock Transfer & Trust Company LLC.                                                                   
|               | 
|10.1*(2)       |  | 1996 Equity Compensation Plan, as amended.                                                                                                                                          
|               | 
|10.2*(1)       |  | 2004 Stock Incentive Plan, as amended.                                                                                                                                              
|               | 
|10.3*(28)      |  | Form of Incentive Stock Option Agreement under the 2004 Stock Incentive Plan.                                                                                                       
|               | 
|10.4*(28)      |  | Form of Nonstatutory Stock Option Agreement under the 2004 Stock Incentive Plan.                                                                                                    
|               | 
|10.4.1*(28)    |  | Form of Nonstatutory Stock Option Agreement for Director Options under the 2004 Stock Incentive Plan.                                                                               
|               | 
|10.4.2*(7)     |  | Nonstatutory Stock Option Agreement, dated January 27, 2006, between the Registrant and Charles A. Sanders.                                                                         
|               | 
|10.4.3*(8)     |  | Form of Incentive Stock Option Agreement for the Retention Grant Program and Option Exchange Program under the 2004 Stock Incentive Plan.                                           
|               | 
|10.4.4*(8)     |  | Form of Nonstatutory Stock Option Agreement for the Retention Grant Program and Option Exchange Program under the 2004 Stock Incentive Plan.                                        
|               | 
|10.5*(28)      |  | Form of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan.                                                                                                        
|               | 
|10.5.1*(28)    |  | Form of Restricted Stock Unit Agreement for Director Restricted Stock Units under the 2004 Stock Incentive Plan.                                                                    
|               | 
|10.5.2*(7)     |  | Restricted Stock Unit Agreement, dated February 1, 2006, between the Registrant and Richard D. Katz.                                                                                
|               | 
|10.5.3*(9)     |  | Form of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan.                                                                                                        



87



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##### Table of Contents

|               |  |                                                                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                             
|               | 
|10.5.4*(29)    |  | Form of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan.                                                                            
|               | 
|10.5.5*(30)    |  | Form of Option Cancellation Agreement.                                                                                                                  
|               | 
|10.6*          |  | Summary of Director Compensation.                                                                                                                       
|               | 
|10.7*          |  | Summary of 2011 Bonus Targets.                                                                                                                          
|               | 
|10.8*(10)      |  | Second Amended and Restated Executive Employment Agreement, dated August 21, 2007, between the Registrant and P. Kay Wagoner.                           
|               | 
|10.8.1*(23)    |  | Amendment No. 1 to Second Amended and Restated Executive Employment Agreement, dated December 24, 2008, between the Registrant and P. Kay Wagoner.      
|               | 
|10.8.2*(24)    |  | Letter Agreement, dated February 11, 2009, between the Registrant and P. Kay Wagoner.                                                                   
|               | 
|10.8.3*(29)    |  | Letter Agreement, dated February 14, 2011, between the Registrant and P. Kay Wagoner.                                                                   
|               | 
|10.9*(10)      |  | Second Amended and Restated Executive Employment Agreement, dated August 21, 2007, between the Registrant and Richard D. Katz.                          
|               | 
|10.9.1*(11)    |  | Amendment No. 1 to Second Amended and Restated Executive Employment Agreement, dated February 1, 2008, between the Registrant and Richard D. Katz.      
|               | 
|10.9.2*(20)    |  | Amendment No. 2 to Second Amended and Restated Executive Employment Agreement, dated March 18, 2008, between the Registrant and Richard D. Katz.        
|               | 
|10.9.3*(23)    |  | Amendment No. 3 to Second Amended and Restated Executive Employment Agreement, dated December 24, 2008, between the Registrant and Richard D. Katz.     
|               | 
|10.10(2)       |  | Lease Agreement, dated December 17, 1992, between the Registrant and Royal Center IC, LLC, successor in interest to Petula Associates, LTD., as amended.
|               | 
|10.11(12)      |  | Sixth Amendment to Lease, dated August 3, 2005, by and between the Registrant and Royal Center IC, LLC.                                                 
|               | 
|10.12(2)       |  | Lease Agreement, dated October 1997, between the Registrant and Royal Center IC, LLC, successor in interest to Petula Associates, LTD., as amended.     
|               | 
|10.13(13)      |  | Fifth Amendment to Lease, dated June 4, 2007, by and between the Registrant and Royal Center IC, LLC.                                                   
|               | 
|10.14(6)       |  | Lease dated August 8, 2007, between the Registrant and 3908 Patriot Drive LLC.                                                                          
|               | 
|10.15(2)       |  | Master Loan and Security Agreement, dated July 14, 1999, between the Registrant and Oxford Venture Finance, as amended.                                 
|               | 
|10.16.1(14)    |  | Letter Agreement, dated April 15, 2005, from Oxford Finance Corporation to the Registrant.                                                              
|               | 
|10.17(15)      |  | Letter Agreement, dated February 14, 2006, from Oxford Finance Corporation to the Registrant.                                                           
|               | 
|10.17.1(16)    |  | Letter Agreement, dated August 27, 2007, from Oxford Finance Corporation to the Registrant.                                                             
|               | 
|10.17.2(19)    |  | Letter Agreement, dated February 14, 2008, from Oxford Finance Corporation to the Registrant.                                                           
|               | 
|10.18(17)      |  | Master Security Agreement, dated November 28, 2007, between the Registrant and General Electric Capital Corporation.                                    
|               | 
|10.19(3)      |  | Exclusive License Agreement, dated February 29, 2000, between the Registrant and Childrens Medical Center Corporation, as amended.                     
|               | 
|10.20(21)     |  | Master Services Agreement, dated June 25, 2008, between the Registrant and Quintiles, Inc.                                                              
|               | 
|10.21(18)     |  | Collaborative Research and License Agreement, dated August 13, 2007, between the Registrant and Pfizer Inc.                                             



88



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##### Table of Contents

|               |  |                                                                                                                                                                 
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                     
|               | 
|10.22(25)      |  | Letter Agreement effective August 12, 2009, from Pfizer Inc. to the Company.                                                                                    
|               | 
|10.23(26)     |  | Agreement and Amendment to the Exclusive License Agreement, dated September 17, 2009, between the Registrant and Pfizer Inc.                                    
|               | 
|10.24(31)     |  | Agreement and Amendment to the Exclusive License Agreement, dated September 21, 2010, between the Registrant and Pfizer Inc.                                    
|               | 
|10.25(32)      |  | At Market Issuance Sales Agreement, dated as of December 10, 2010, by and between the Registrant and McNicoll, Lewis, & Vlak LLC.                               
|               | 
|10.26(33)      |  | Agreement for purchase and sale of Patent Rights and License Back Agreement with Applied Genetic Technologies Corporation.                                      
|               | 
|23.1           |  | Consent of Independent Registered Public Accounting Firm.                                                                                                       
|               | 
|31.1           |  | Certification of Chief Executive Officer and President pursuant to Exchange Act Rule 13a-14(a).                                                                 
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).                                                                           
|               | 
|32.1           |  | Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               | 
|32.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.          



|(1) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on July 2, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to the exhibits to the Registrants Registration Statement on Form S-1 (File No. 333-114336).
|--- | -----------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on August 7, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------



|(4) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on January 31, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------



|(5) | Incorporated by reference to the exhibits to the Registrants Annual Report on Form 10-K filed with the SEC on March 6, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------



|(6) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on August 14, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------



|(7) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 1, 2006.
|--- | --------------------------------------------------------------------------------------------------------------------------------



|(8) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on November 14, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



|(9) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 19, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------



|(10) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on August 22, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------------------



|(11) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 4, 2008.
|---- | --------------------------------------------------------------------------------------------------------------------------------



|(12) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on August 9, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------



|(13) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on June 22, 2007.
|---- | -----------------------------------------------------------------------------------------------------------------------------



|(14) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on April 19, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------



|(15) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 21, 2006.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(16) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on September 17, 2007.
|---- | ----------------------------------------------------------------------------------------------------------------------------------



|(17) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on November 30, 2007.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(18) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on November 5, 2007.
|---- | -----------------------------------------------------------------------------------------------------------------------------------



|(19) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 15, 2008.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(20) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on March 19, 2008.
|---- | ------------------------------------------------------------------------------------------------------------------------------



|(21) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on August 6, 2008.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(22) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2008.
|---- | --------------------------------------------------------------------------------------------------------------------------------



|(23) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on December 24, 2008.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(24) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 12, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(25) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on August 13, 2009.
|---- | -------------------------------------------------------------------------------------------------------------------------------



|(26) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on November 9, 2009.
|---- | -----------------------------------------------------------------------------------------------------------------------------------



|(27) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on December 11, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(28) | Incorporated by reference to the exhibits to the Registrants Annual Report on Form 10-K filed with the SEC on March 30, 2010.
|---- | ------------------------------------------------------------------------------------------------------------------------------



|(29) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on February 14, 2011.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(30) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on January 10, 2011.
|---- | --------------------------------------------------------------------------------------------------------------------------------



|(31) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on November 10, 2010.
|---- | ------------------------------------------------------------------------------------------------------------------------------------



|(32) | Incorporated by reference to the exhibits to the Registrants Current Report on Form 8-K filed with the SEC on December 10, 2010.
|---- | ---------------------------------------------------------------------------------------------------------------------------------



|(33) | Incorporated by reference to the exhibits to the Registrants Quarterly Report on Form 10-Q filed with the SEC on August 12, 2010.
|---- | ----------------------------------------------------------------------------------------------------------------------------------



| | Confidential treatment granted by the SEC as to certain portions.
|- | -----------------------------------------------------------------



|* | Management contract or compensatory plan or arrangement in response to Item 15(a) of Form 10-K.
|- | -----------------------------------------------------------------------------------------------



89