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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



|x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2009
|- | --------------------------------------------------------------------------------------------------------------------------------

OR



| ̈ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

Commission file number 1-16467

Cortex Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 33-0303583                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

15241 Barranca Parkway, Irvine, California, 92618

(Address of principal executive offices, including zip code)

(949) 727-3157

(Registrants telephone number, including area code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of Class)

Preferred Share Purchase Rights, $0.001 par value

(Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
YES   ̈    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
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 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 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 (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the 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 accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|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).    YES   ̈    NO  x

The aggregate market value of the voting stock held by non-affiliates as of June 30, 2009 was approximately $13,338,500 (based on the closing sale
price of the common stock as reported by the NYSE Amex (formerly The American Stock Exchange) on such date). As of March 31, 2010, there were 68,412,618 shares of the registrants common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE



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TABLE OF CONTENTS



|                     |  |                                                                                                              |  |     
|-------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                     |  |                                                                                                              |  | Page
|PART I               |  |                                                                                                              |  |     
|                     |  |                                                                                                             
|Item 1.              |  | Business                                                                                                     |  | 3   
|                     |  |                                                                                                             
|Item 1A.             |  | Risk Factors                                                                                                 |  | 16  
|                     |  |                                                                                                             
|Item 1B.             |  | Unresolved Staff Comments                                                                                    |  | 21  
|                     |  |                                                                                                             
|Item 2.              |  | Properties                                                                                                   |  | 21  
|                     |  |                                                                                                             
|Item 3.              |  | Legal Proceedings                                                                                            |  | 21  
|                     |  |                                                                                                             
|Item 4.              |  | Submission of Matters to a Vote of Security Holders                                                          |  | 22  
|                     |  |                                                                                                             
|PART II              |  |                                                                                                              |  |     
|                     |  |                                                                                                             
|Item 5.              |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 22  
|                     |  |                                                                                                             
|Item 6.              |  | Selected Financial Data                                                                                      |  | 23  
|                     |  |                                                                                                             
|Item 7.              |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 24  
|                     |  |                                                                                                             
|Item 7A.             |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 31  
|                     |  |                                                                                                             
|Item 8.              |  | Financial Statements and Supplementary Data                                                                  |  | 31  
|                     |  |                                                                                                             
|Item 9.              |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 32  
|                     |  |                                                                                                             
|Item 9A(T).          |  | Controls and Procedures                                                                                      |  | 32  
|                     |  |                                                                                                             
|Item 9B.             |  | Other Information                                                                                            |  | 33  
|                     |  |                                                                                                             
|PART III             |  |                                                                                                              |  |     
|                     |  |                                                                                                             
|Item 10.             |  | Directors, Executive Officers and Corporate Governance                                                       |  | 34  
|                     |  |                                                                                                             
|Item 11.             |  | Executive Compensation                                                                                       |  | 41  
|                     |  |                                                                                                             
|Item 12.             |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 59  
|                     |  |                                                                                                             
|Item 13.             |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 61  
|                     |  |                                                                                                             
|Item 14.             |  | Principal Accountant Fees and Services                                                                       |  | 63  
|                     |  |                                                                                                             
|PART IV              |  |                                                                                                              |  |     
|                     |  |                                                                                                             
|Item 15.             |  | Exhibits and Financial Statement Schedules                                                                   |  | 64  
|                     | 
|Signatures           |  | S-1                                                                                                         
|                     | 
|Financial Statements |  | F-1                                                                                                         



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In this Annual Report on Form 10-K, the terms Cortex, the Company,
we, us and our refer to Cortex Pharmaceuticals, Inc., a Delaware corporation.

INTRODUCTORY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act) and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements, which may be
identified by words including anticipates, believes, intends, estimates, expects, plans,and similar expressions include, but are not limited to, statements regarding
(i) future research plans, expenditures and results, (ii) potential collaborative arrangements, (iii) the potential utility of our proposed products and (iv) the need for, and availability of, additional financing.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on assumptions regarding our business and technology, which involve judgments with respect to, among other things, future scientific, economic and competitive conditions, and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, actual results may differ materially from those set
forth in the forward-looking statements. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person
that our objectives or plans will be achieved.

Forward-looking statements speak only as of the date they are made. We do not
undertake and specifically decline any obligation to update any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

PART I

Item 1. Business

We are engaged in the discovery and development of innovative pharmaceuticals for the treatment
of psychiatric disorders and neurological diseases. Our primary focus is to develop novel small molecule compounds that positively modulate AMPA-type glutamate receptors, a complex of proteins involved in the communication between nerve cells in the
mammalian brain. These compounds, termed AMPAKINE compounds, enhance the activity of the AMPA receptor. These molecules are designed and developed as proprietary pharmaceuticals because we believe they hold promise for the treatment
of neurological and psychiatric diseases and disorders that are known, or thought, to involve depressed functioning of pathways in the brain that use glutamate as a neurotransmitter. Our most advanced clinical compound is CX1739, which is in Phase
II clinical development.

The AMPAKINE platform addresses large potential markets. According to research data
from IMS Health, in 2008 worldwide sales for central nervous system products to treat brain-related disorders and diseases exceeded $112 billion. Our business plan involves partnering with larger pharmaceutical companies for research, development,
clinical testing, manufacturing and global marketing of specific AMPAKINE compounds for those indications that require sizable, expensive Phase III clinical trials  and very large sales forces to achieve significant market
penetration. Diseases such as Alzheimers disease, mild cognitive impairment (MCI), Attention Deficit Hyperactivity Disorder (ADHD), schizophrenia, depression, respiratory depression caused by opiate analgesics, and
sleep apnea may benefit from treatment with AMPAKINE drugs and require a large market presence.



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At the same time, we plan to develop compounds internally for a selected set of indications,
some of which will allow us to apply for Orphan Drug status. Such designation by the Food and Drug Administration (the FDA) is usually applied to products where the number of patients in the United States (U.S.)
in the given disease category is typically less than 200,000. The European Medicines Agency adopted a similar system termed The Regulation of Orphan Medicinal Products. These Orphan Drug indications typically require more modest
investment in the development stages, follow a quicker regulatory path to approval, and involve a more concentrated and smaller sales force targeted at selected medical centers in the U.S. and Europe. Such Orphan Drug indications that we plan to
pursue internally may include Huntingtons disease, Fragile X syndrome and Rett syndrome.

We also may pursue other
Orphan Drug indications and upon any related approval, may expand our clinical potential into non-Orphan Drug indications. As an example, if we obtain approval for an indication related to Fragile X syndrome, expansion into treatment of
autism-spectrum disorders may follow. While the market potential in the U.S. for most of the listed Orphan Drug indications varies between $100 million and $500 million per indication, Cortex estimates that the consolidated potential for all
indications that we may pursue, including expansion into non-Orphan Drug indications, provides us with a market potential of over $3 billion. This amount does not include any revenues from any potential license of the Companys intellectual
property. We will continue to seek one or more significant license or collaboration arrangements with larger pharmaceutical companies, while we prepare ourselves for potential entrance into the pharmaceutical market with our own products. These
arrangements may permit other applications of the AMPAKINE compounds to be advanced into later stages of clinical development and may provide access to the extensive clinical trials management, manufacturing and marketing expertise of
such companies.

In January 1999, we entered into a research collaboration and exclusive worldwide license agreement with NV
Organon (Organon), at that time a subsidiary of Akzo Nobel. The agreement grants Organon worldwide rights to develop and commercialize our AMPAKINE technology for the treatment of schizophrenia and depression. In November
2007, Organon was acquired by Schering-Plough Corporation. Subsequently, in November 2009, Merck & Co. Inc. (Merck) acquired Schering Plough. Merck is currently in Phase II studies with two collaboration AMPAKINE
compounds, ORG24448 and ORG26576. Cortex may receive milestone payments for continued clinical advancement of these compounds, and royalties following their successful commercialization.

In October 2000, we entered into a research collaboration agreement and a license agreement with Les Laboratoires Servier
(Servier). The license agreement, as amended to date, will allow Servier to develop and commercialize three AMPAKINE compounds selected at the end of the research collaboration in defined territories of Europe, Asia, the
Middle East and certain South American countries as a treatment for (i) declines in cognitive performance associated with aging, (ii) neurodegenerative diseases and (iii) anxiety disorders. The indications covered include, but are not
limited to, Alzheimers disease, MCI, sexual dysfunction and anxiety disorders. The research collaboration with Servier was terminated at the end of 2006; accordingly, the worldwide rights for (a) treatment of declines in cognitive
performance associated with aging, (b) neurodegenerative diseases, (c) anxiety disorders, and (d) sexual dysfunction have been returned to us. While both the Organon and Servier research collaborations have ended, we remain eligible
for payments based upon defined clinical development milestones of the licensed compounds, as well as royalties based upon potential commercialization under our licenses from both partners.

On March 25, 2010, we entered into an asset purchase agreement with Biovail Laboratories International SRL (Biovail).
Pursuant to the asset purchase agreement, Biovail acquired our interests in CX717, CX1763, CX1942 and the injectable dosage form of CX1739, as well as certain of our other AMPAKINE compounds and related intellectual property for use
in the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease. In connection with the transaction, Biovail paid us the lump sum of $9,000,000 upon the execution of the asset purchase agreement and will pay us an



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additional $1,000,000 upon the later of the completion of the specified transfer plan or September 25, 2010. In addition, we will have the right to receive up to three milestone payments in
an aggregate amount of up to $15,000,000 plus the reimbursement of certain related expenses, each conditioned upon the occurrence of particular events relating to the clinical development of certain assets that Biovail acquired. As part of the
transaction, Biovail licensed back to us certain exclusive and irrevocable rights to some acquired AMPAKINE compounds, other than CX717, an injectable dosage form of CX1739, CX1763 and CX1942, for use outside of the field of
respiratory depression or vaso-occlusive crises associated with sickle cell disease. Accordingly, following the transaction with Biovail, we retain rights for the majority of patented compounds in our AMPAKINE drug library, as well as
all rights to the non-acquired AMPAKINE compounds for the treatment of neurological diseases and psychiatric disorders that have historically been a focus of our portfolio. Additionally, we retain our rights to develop and
commercialize AMPAKINE compounds as a potential treatment for sleep apnea disorders, including an oral dosage form of CX1739.

For the years ended December 31, 2009, 2008 and 2007, our research and development expenses were approximately $4,598,000,
$10,780,000 and $9,327,000, respectively. The significant decrease in expenses for the year ended December 31, 2009 relfects our reduction in force that was implemented in March 2009, in an effort to reduce our operating expenses and focus our
resources on the clinical development of our AMPAKINE platform. Expenses for the year ended December 31, 2008 reflect an increase in clinical development expenses, including our two Phase IIa studies with CX717 for the acute
treatment of respiratory depression induced by an opioid and the initiation of clinical development of CX1739.

We face a
number of risks in moving our technology through research, development and commercialization. We have never had revenues from commercial sales, have never been profitable on an annual basis and have incurred cumulative net losses from inception
approximating $115,764,000 through December 31, 2009. We do not anticipate profitability in the short term and will continue to require external funding, either from key corporate partnerships and licenses of our technology or from the private
or public equity markets, debt from banking arrangements or some combination of these financing vehicles. As of yet, neither we nor any of our corporate partners have obtained regulatory approval to market any of our products. All of these risks,
and others, are described in Risk Factors starting on page 16.

Our executive offices are located at 15241
Barranca Parkway, Irvine, California 92618, and our telephone number is (949) 727-3157.

Our website is
www.cortexpharm.com. We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as practicable after such
material is electronically filed with the Securities and Exchange Commission (the SEC).

AMPA Receptor Modulator Program

In June 1993, we licensed a new class of molecules and technology, which we refer to as AMPAKINE technology,
from the University of California. We have subsequently been working to develop and patent new AMPAKINE molecules and to demonstrate efficacy and safety in a number of clinical indications.

AMPAKINE compounds facilitate the activity of the AMPA receptor, which is activated by the endogenous neurotransmitter
glutamate. AMPAKINE compounds interact in a highly specific manner with the AMPA receptor, lowering the amount of neurotransmitter required to generate a response, and increasing the magnitude and/or duration of the response to a
given amount of glutamate. We believe that this selective amplification of the normal glutamate signal may eventually find utility in the treatment of neurological and psychological diseases and disorders characterized by depressed functioning of
brain pathways.



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Our AMPAKINE technology is composed of two groups of compounds that we have
designated as low impact and high impact. Compounds from these two groups bind at different sites on the AMPA receptor complex and affect the subsequent cellular responses in different ways. Both types of compounds positively
modulate the AMPA receptor function; low impact compounds generally increase the amplitude of the neuronal action potential, while the high impact compounds increase both the amplitude and the half-width of the neuronal action potential.
Additionally, high impact compounds activate the expression of certain genes in the neuron, including the production of certain brain growth factors such as Brain-Derived Neurotrophic Factor (BDNF). BDNF mediates the differentiation and
survival of neurons by providing the necessary trophic support, and modulates synaptic transmission and plasticity. We believe that this action of AMPAKINE molecules imparts these compounds with the potential for disease-modifying
activity, since deficits in BDNF have been observed in psychiatric diseases such as anxiety and depression, and in neurodegenerative disease such as Alzheimers disease, Huntingtons disease, Parkinsons disease, and Retts
syndrome.

The vast majority of excitatory synaptic connections in the brain utilize glutamate as the neurotransmitter, and
those synaptic connections decline with age. Thus, brain disorders associated with aging may be amenable to treatment with AMPAKINE compounds. Such disorders include MCI, Alzheimers disease and Parkinsons disease.
Schizophrenia, depression and other psychiatric disorders may involve imbalances of neurotransmitters in the brain, such as dopamine, serotonin, acetylcholine and norepinephrine. Given that glutamate modulates many of these other neurotransmitters,
it may play a role in the rebalancing of neurotransmission.

We continue to design, synthesize and test new
AMPAKINE molecules. Significant progress has been made with both our low impact and high impact programs, resulting in the recent filing of patent applications that, if granted, will provide patent protection
for our new molecules through 2029.

Low Impact AMPAKINE Platform

Prior to the transaction we entered into with Biovail on March 25, 2010, we had two low impact AMPAKINE compounds
being tested in clinical studies: CX717 and CX1739. Following the sale of CX717 to Biovail, our most advanced low impact AMPAKINE compound is CX1739, which is a new generation low impact AMPAKINE molecule. The pending patent
application that specifically covers CX1739, if approved, will provide a patent term until 2028.

CX1739 completed
pre-clinical safety and toxicology studies in 2008 and, importantly, the toxicological artifact previously observed in animals with CX717 was not seen with CX1739. Phase I clinical studies with CX1739 were initiated in 2008 and completed in early
2009. In the Phase I clinical studies, the safety and tolerability of CX1739 was evaluated in 80 healthy, male volunteers. No changes were seen in vital signs, and there were no cardiovascular changes or changes in blood chemistry at any of the
doses tested, including single doses of up to 1200mg and doses of 600mg twice-a-day (for a 1200mg total daily dose) for 7 days. The maximum well-tolerated single dose was identified at 900mg and 450 mg twice-a-day (for a 900mg total daily dose) for
7 days.

The pharmacokinetic results to date from the volunteers who have taken CX1739 show that the half-life of the drug
averages 7.2 hours, and the amount of drug absorbed over the range of 50mg to 1200mg was linear and predictable. Very high plasma drug levels were found in the volunteers, indicating an excellent absorption profile for the drug. In summary, CX1739
exhibited an excellent safety profile in healthy male volunteers.

In early 2009, we initiated a Phase IIa study with CX1739
in a randomized, double-blind, placebo-controlled study in 20 subjects with moderate to severe sleep apnea in the UK. Enrollment in the



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study was slower than expected due to several factors, including variability in sleep apnea scores, fairly strict enrollment criteria and financial constraints. We now expect top-line results
from this study in mid-2010.

Given the positive results previously demonstrated with CX717 in adults with ADHD, we plan to
commence a Phase II study with CX1739 as a potential treatment for ADHD.

Although CX1739 was acquired by Biovail in our March
2010 transaction, certain rights to AMPAKINE compounds sold to Biovail were retained by the Company through a grant back license from Biovail. Specifically, Biovails rights to CX1739 are limited to an intravenous dosage form to
treat respiratory depression or vaso-occlusive crises associated with sickle cell disease. Consequently, following the transaction we retained our exclusive rights to pursue the development of CX1739 in a non-intravenous dosage form and certain of
the other subject AMPAKINE compounds for indications other than the treatment of respiratory depression or vaso-occlusive crises associated with sickle cell disease. The structure of the transaction with Biovail permits us to pursue
the development of CX1739 and certain other of the acquired AMPAKINE compounds as a potential treatment for sleep apnea disorders, ADHD and other indications.

In-house research activities have led to the identification of a chemically distinct series of low impact AMPAKINE
molecules, and in 2008 we filed an application for patent protection for the core scaffold of these molecules. The lead molecules in this series, CX2007 and CX2076, have successfully undergone initial early preclinical testing, and additional
resources will be invested in selecting a lead compound from this series for further preclinical and clinical development activities. If the related application is approved, we will have patent protection for this compound series through 2028.

High Impact AMPAKINE Platform

Several of our high impact compounds have been tested in animal behavioral models. In genetic mouse models of
Huntingtons disease, the high impact molecule CX929 has demonstrated the potential to restore depressed levels of the growth factor BDNF, and improve deficits in a process known as long-term potentiation, a cellular mechanism thought to
underlie learning and memory. Furthermore, the use of CX929 to treat these mice has demonstrated an improvement in motor deficits that occur in mice that have not been treated with CX929. This preclinical data suggests that high impact
AMPAKINE molecules might have beneficial effects in patients with Huntingtons disease.

We have also
looked at the effect of AMPAKINE molecules on two different genetically altered mouse models of central nervous system disease: Rett syndrome and Fragile X syndrome. The Rett syndrome mice exhibit many of the same characteristics as
the disease that occurs in girls. One aspect of the disease, the irregular breathing patterns with bouts of apnea, is a disturbing aspect of the disease in patients that is also seen in the genetically altered mice. We have found that
AMPAKINE molecules can restore the breathing pattern of Rett syndrome mice to a more normal, regular breathing pattern. With regard to mice that demonstrate characteristics of Fragile X syndrome, the current data suggests that
AMPAKINE molecules, such as CX929, augment levels of the growth factor BDNF, which could be valuable for correcting abnormalities in dendritic spines and synaptic function associated with Fragile X syndrome.

See Risk Factors  Risks related to our business We are at an early stage of development and we may not be able
to successfully develop and commercialize our products and technologies on page 18 for a discussion of certain risks related to the development and commercialization of our products, including, without limitation, risks related to our
clinical trials.



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Potential Applications for AMPAKINE Compounds

ADHD

ADHD is a
common psychiatric disorder in both children and adults. The National Institute of Mental Health (NIMH) estimates that ADHD affects three to five percent of school-age children, with about one child in every classroom in the U.S. in need
of help for this disorder. ADHD is characterized by inattentiveness, poor impulse control and hyperactivity. Although the disorder has historically been thought of as a childhood illness, longitudinal studies have documented the persistence of
symptoms into adulthood in a large percentage of individuals that suffered ADHD as children. The prevalence of ADHD in adults is estimated at between two to four percent. ADHD exacts a significant toll on social relationships, education, and
vocational attainment.

Psychostimulants, including amphetamine and methylphenidate, represent the most widely researched and
commonly prescribed treatments for ADHD. Based upon research data from IMS Health, psychostimulants accounted for a global market of approximately $5 billion in 2008. Given the availability and frequent prescribing of psychostimulants, concerns over
their potential overuse and abuse have intensified. In addition to the potential for abuse with psychostimulants, the use of psychostimulants may result in side effects. According to the National Institutes of Health, some children on these
medications may lose weight, have less appetite and temporarily grow more slowly, whereas others may experience problems falling asleep. Given the lack of consistent improvement beyond the disorders core symptoms and the deficit of long-term
studies conducted, the need remains for additional testing with medications and behavioral treatments. Most of the psychostimulants also carry black box warnings related to the cardiovascular risks associated with the increases in blood pressure and
heart rate caused by these agents.

We believe that AMPAKINE compounds, such as CX1739, may represent a novel,
non-stimulant approach for treating ADHD patients.

Alzheimers Disease and Mild Cognitive Impairment

Impairment of memory and cognition is a significant health care problem that grows as the elderly population continues to increase.
Dementia can be diagnosed in those individuals who develop persistent memory and cognitive deficits as well as in those individuals who suffer from difficulties in their social, occupational and other activities of daily living. With advanced
dementia, many elderly individuals become confined to nursing homes because of psychological disorientation and profound functional difficulties. Pharmaceuticals used to alleviate deficits in memory and cognition could potentially enable elderly
individuals with dementia to regain some functional abilities that may help them remain independent longer, which may result in an improved quality of life and substantial savings in health care costs.

Alzheimers disease is the most common form of dementia, currently afflicting approximately four million people in the U.S. and
12 million people worldwide. Unless a treatment for Alzheimers disease is found, the number of people in the U.S. with the disease is expected to reach 14 million by the middle of this century. According to the Alzheimers
Association, the U.S. spends at least $100 billion a year on costs associated with Alzheimers disease, at an average lifetime cost per patient of $174,000. Medicare and most private health insurance will not cover all costs associated
with the long-term care of an Alzheimers patient. Accordingly, an effective treatment, even a symptomatic one, likely will have an enormous impact.

We believe that during the early to middle stages of Alzheimers disease AMPAKINE molecules may play a valuable role
in enhancing the effectiveness of the brain cells and brain circuits that have not yet succumbed to the disease. The enhancement AMPAKINE molecules may provide may help to alleviate the memory and cognitive deficits that constitute
the major symptoms of Alzheimers disease.



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There is also a possibility that treatment with high impact AMPAKINE
compounds may slow the progression of Alzheimers disease. Brain cells, or neurons, require continued input from other brain cells to remain alive. As neurons die, other neurons begin to lose their inputs, hastening their own death.
AMPAKINE compounds may slow the rate at which functional levels of input from other neurons are lost. In animal models, selected AMPAKINE compounds have been shown to increase the production of BDNF, which is a protein
associated with the formation of synapses by neurons. This possible mode of action may also prove beneficial to patients with Alzheimers disease, although it has not been demonstrated whether the same mechanism may produce similar results in
humans.

Patients with MCI represent the earliest clinically-defined group that have memory impairment beyond the level
expected for normal individuals of the same age and education, but do not meet the clinical criteria for Alzheimers disease.

It is estimated that there are between three and four million people with MCI. The memory deficits in the MCI population are clinically
discernible and can interfere with daily functioning. MCI patients also appear to have a greatly increased risk of developing Alzheimers disease; whereas approximately one to two percent of the normal elderly population will be diagnosed with
Alzheimers disease every year, 10-15% or more of MCI patients will progress to Alzheimers disease per year.

Given
the lack of consensus by the FDA on the diagnostic and outcome for success in MCI, we believe that the AMPAKINE compounds must first demonstrate efficacy in treating Alzheimers disease before undertaking studies to determine the
efficacy of the compounds in MCI. Yet, given the potential size of the MCI market, we remain interested in this indication.

Under the agreements that we signed with Servier in October 2000, as amended to date, the collaborative research phase of the agreement
ended in December 2006. As a result of this termination, we regained the worldwide rights for the use of AMPAKINE compounds for treatment of (i) declines in cognitive performance associated with aging, (ii) neurodegenerative
disorders and (iii) anxiety disorders. Servier subsequently selected three AMPAKINE compounds that it may develop for potential commercialization. We remain eligible to receive payments based upon defined clinical development
milestones of the three compounds retained by Servier and ultimately, royalties on sales of such compounds in licensed territories.

Depression

It
is estimated that major depression affects over 18.8 million people in the U.S. and over 121 million people worldwide, with approximately 20% of the global population at risk of developing major depression at some point in their lives.
Women are almost twice as likely to suffer from depression as men (9.5% versus 5.8%), but prevalence figures vary from country to country. Depression costs the U.S. an estimated $44 billion each year. The World Health Organization predicts
depression will become the leading cause of disability by the year 2020.

In the U.S., the depression market is considered the
largest segment of the central nervous system market with global sales in excess of $20 billion in 2008. This is a mature market with a number of the leading brands facing patent expiration in the next five to six years.

In January 1999, we entered an exclusive worldwide license agreement with Organon that enables Organon to develop and commercialize the
AMPAKINE compounds for the treatment of schizophrenia. The agreement with Organon included an option for a similar license in the field of depression.

In December 2003, Organon exercised its option to the depression field and currently has a Phase II study in bipolar depression underway
at the NIMH. Organon is subject to annual spending requirements for research and development using AMPAKINE compounds in the depression field. The terms of the agreement also include milestone payments based upon clinical development
and royalties on worldwide sales.



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In November 2007, Organon was acquired by Schering-Plough Corporation. In November 2009,
Merck & Co. Inc. (Merck) acquired Schering Plough.

Schizophrenia

The worldwide incidence of schizophrenia is approximately one percent of the population, regardless of ethnic, cultural or socioeconomic
status. Schizophrenia typically develops in late adolescence or early adulthood and involves a collection of symptoms. These are generally characterized as positive symptoms (delusions and hallucinations), negative symptoms (social
withdrawal and loss of emotional responsiveness) and cognitive symptoms (disordered thought and attention deficits).

The first conventional anti-psychotics for schizophrenia were developed in the 1950s and 1960s. These drugs helped to reduce the positive
symptoms of the disease and greatly reduced the need for chronic hospitalization but can be difficult to use because of safety and tolerability issues. Newer agents achieve good control of positive symptoms, partial control of negative symptoms and
better patient compliance with medication due to lower frequency of side effects. However, clinicians agree that there are still substantial side effects and that the cognitive symptoms of schizophrenia are not greatly improved by any available
agent. The persistence of cognitive symptoms prevents many patients from successfully reintegrating into society.

Schizophrenia has long been thought to have its biochemical basis in an over-activity of dopamine pathways projecting into an area of the
brain known as the striatum. More recently, a developing body of evidence suggests that schizophrenia also involves reduced activity of glutamate pathways projecting into the same area. We began studying whether AMPAKINE compounds,
which increase current flow through the AMPA subtype of glutamate receptor, might have relevance to the treatment of schizophrenia.

In January 1999, we entered into an exclusive worldwide license agreement with Organon. The agreement will enable Organon to develop and
commercialize our proprietary AMPAKINE technology for the treatment of schizophrenia. Under the agreement, Organon has rights to intellectual property that includes broad medical use patents covering the use of any AMPA receptor
modulating compound to treat schizophrenia as a mono-therapy, or in combination with other anti-psychotic medications.

Organon is currently conducting clinical testing of the AMPAKINE compound, ORG24448, in patients with schizophrenia. In
May 2000, we achieved our first milestone under the related agreement when Organon selected a licensed compound to pursue in Phase I clinical testing, triggering a $2,000,000 payment to us. In September 2001, Organon informed us of its intent to
continue development of the selected compound by entering Phase II clinical testing, triggering a second $2,000,000 milestone payment. Additional payments from the Organon agreement for schizophrenia will depend upon the drug successfully completing
Phase II studies and the initiation of Phase III trials.

In November 2007, Organon was acquired by Schering-Plough
Corporation. In November 2009, Merck & Co. Inc. (Merck) acquired Schering Plough.

Sleep Apnea

Sleep apnea is a serious disorder in which breathing repeatedly stops long enough to disrupt sleep, and temporarily decrease the amount of
oxygen and increase the amount of carbon dioxide in the blood. Sleep apnea is defined by more than five periods per hour of ten seconds or longer without breathing. The most common type of sleep apnea is obstructive sleep apnea, which occurs by
repetitive narrowing or collapse of the pharyngeal airway during sleep. Central sleep apnea, a much rarer type, is



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caused by a problem with the control of breathing in the brain (which is accomplished in the brain stem). Mixed sleep apnea, the third type, is a combination of central and obstructive factors
occurring in the same episode of sleep apnea. Sleep apnea is often made worse by central nervous system depressants such as alcohol and opioid analgesics.

The repetitive cessation of breathing during sleep has substantial impact on the affected individuals. The disorder is associated with
major co-morbidities including excessive daytime sleepiness and increased risk of cardiovascular disease, diabetes and weight gain. It is therefore important for these patients to seek therapy. However, there is currently no approved
pharmacotherapy, and the most common treatment is to use continuous positive airway pressure (CPAP) delivered via a nasal or full-face mask, as long as patients are able to tolerate the treatment. It is estimated that in more than 50% of
cases, patients stop using the CPAP device on a regular basis. Given the large patient population of greater than 17 million in the U.S. alone, and a lack of suitable treatment options, there is a very large opportunity for pharmacotherapy to
treat this disorder.

In 2009, we initiated a pilot clinical study in patients previously diagnosed with sleep apnea to
evaluate the ability of CX1739 to reduce the number of apnea events and improve blood oxygen saturation. Due to our financial constraints, enrollment in the study has been slower than expected. Top-line results from the related study are anticipated
in mid-2010.

Other Indications

We may conduct studies in various other indications that have not been discussed above. In recent years, we have developed a number of new
patent applications for new composition of matter patents for both high and low impact compounds. If these applications are granted, they will provide patent protection for our new AMPAKINE molecules through 2028.

Manufacturing

We have
no experience or capability to either manufacture bulk quantities of the new compounds that we develop, or to produce finished dosage forms of the compounds, such as tablets or capsules. We rely, and presently intend to rely, on the manufacturing
and quality control expertise of contract manufacturing organizations or current and prospective corporate partners. There is no assurance that we will be able to enter into manufacturing arrangements to produce bulk quantities of our compounds on
favorable financial terms. There is, however, substantial availability of both bulk chemical manufacturing and dosage form manufacturing capability in the U.S. and international pharmaceutical industry that we believe that we can readily access. See
Risk Factors  Risks related to our business We are at an early stage of development and we may not be able to successfully develop and commercialize our products and technologies on page 18 for a discussion of certain
risks related to the development and commercialization of our products.

Marketing

We have no experience in the marketing of pharmaceutical products and do not anticipate having the resources to distribute and broadly
market any products that we may develop for indications such as Alzheimers disease and ADHD. We will therefore continue to seek commercial development arrangements with other pharmaceutical companies for our proposed products for those
indications that require significant sales forces to effectively market. In entering into such arrangements, we may seek to retain the right to promote or co-promote products for certain of the Orphan Drug indications in North America. We believe
that there is a significant expertise base for such marketing and sales functions within the pharmaceutical industry and expect that we could recruit such expertise if we pursue to directly market a drug. Our worldwide licensing agreement with
Organon (see Note 5 of Notes to Financial Statements) does not provide us with co-promotional rights. With respect to Orphan Drugs, we may distribute and market such products directly. See Risk Factors  Risks related to our business We are



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at an early stage of development and we may not be able to successfully develop and commercialize our products and technologies on page 18 for a discussion of certain risks related to the
development and commercialization of our products.

Technology Rights

In 1993, we entered into an agreement with the Regents of the University of California (the University), under which we
secured exclusive commercial rights to AMPA-receptor modulating technology and compounds (the AMPAKINE technology) for the treatment of deficits of memory and cognition. The relationship later was expanded to include additional
agreements for other indications. We paid an initial license fee and are obligated to make additional payments, including license maintenance fees and patent expense reimbursements creditable against future royalties, over the course of initiating
and conducting human clinical testing and obtaining regulatory approvals. When and if sales of licensed products commence, we will pay royalties on net sales. During the fiscal year ended June 30, 2003, we amended the agreement with the
University to exclude the treatment of disease areas outside of the central nervous system that we would not have the resources or the capability to develop in a timely manner. Additionally, in connection with our March 2010 transaction with
Biovail, with our consent, the University and Biovail entered an agreement to provide Biovail with non-exclusive commercial rights to the AMPAKINE technology for use for the treatment of respiratory depression or vaso-occlusive crises
associated with sickle cell disease. As a result of our transaction with Biovail, we incurred certain license fees payable to the University. Of the patents licensed from the University, the date for the last to expire patent is April 2019. See
Risk Factors  Risks related to our business Our products rely on licenses from the Regents of the University of California, and if we lose access to these technologies, our business would be substantially impaired on
page 17 for a discussion of certain risks related to our licenses with the University.

Patents and Proprietary Rights

We are aggressively pursuing patent protection of our technologies. We own or have exclusive rights (within our areas of product
development) to more than 25 patent families comprising over 250 issued or allowed U.S. and foreign patents and over 200 additional U.S. patent applications and their international counterparts pending. These patents form the foundation of the
Companys business and the pharmaceutical industry in general. Additionally, we are consistently filing new disclosures and patents for new structures and new uses, and in 2008 we filed new patent applications covering hundreds of new
compounds. If these applications are granted as filed, they will provide patent protection for our new molecules through 2028.

One of our patents covers the method of use for our AMPAKINE compounds  as well as compounds made by others 
and describes the mechanism by which AMPAKINE compounds may affect the treatment of memory and cognition. This patent issued to the University in the U.S. in 1999, and provides protection through 2016. We believe that this patent
provides coverage in the U.S. that extends to both neurological disorders such as Alzheimers disease as well as psychiatric conditions with cognitive disturbances including depression, obsessive compulsive disorder and phobic disorders.
Similar method of use patents have been issued to us in Mexico, Australia and New Zealand.



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In November 2003, a similar patent was issued to the University by the European Patent
Office (EPO) that provides protection through 2013. Upon issuance of the patent, an opposition was filed by Eli Lilly and Company and in August 2004, an opposition also was filed by GlaxoSmithKline. In cooperation with the University, we
responded to the oppositions. At an oral hearing in January 2008, the EPO decided to revoke this patent. One of the reasons cited for the revocation was a filing technicality related to matter added to the original patent application. The EPO
decided that the parent application as filed did not provide sufficient basis for several terms that appeared in the final claims of the patent. We have subsequently filed a formal appeal of the EPOs decision. The revocation decision does not
take effect until any appeal is concluded, and that process may take several years to resolve.

Another method of use patent
contains a broad claim for any AMPA-modulating compound to treat schizophrenia. This patent was issued to the University in the U.S. in 1998, and subsequently has been issued in Australia. An additional method of use patent containing a broad claim
for any AMPA-modulating compounds combined with antipsychotic medications to treat schizophrenia has issued in Europe. However, in December 2006 we were notified by the EPO that oppositions to this patent were filed by Eli Lilly and Company and
another by GlaxoSmithKline. In April 2007, we submitted our written response to the EPO to counter these objections. An oral hearing was held in October 2008. The EPO ruled in favor of Cortex, to maintain the claims of the patent. However, both
opponents filed a formal appeal to the EPOs decision. The patent remains enforced throughout the appeal process, and would continue to provide protection through 2018, unless during the appeal process, the patent is overturned.

For both patent appeals, there are no timeframes available for a decision from the EPO. As a result, the process to determine whether the
oppositions filed for this patent will or will not prevail in Europe may take several years to resolve. The legal process may continue for most of the remaining life of the earlier patent, given that the European patent expires in 2013. We do not
believe that the European decisions for either patent are material to the future of our AMPAKINE technology given these patents limited life for commercial protection. Most importantly, we own a large portfolio of composition of
matter patents with much longer patent lives that we believe are fundamental to pharmaceuticals in general and more critical to our commercial protection worldwide. Furthermore, because patent rules and regulations, and burden of proof requirements
differ substantially between the U.S. and Europe, specifically in regards to the revocation reason cited by the EPO above, we believe that the decision by the EPO is not likely to impact the patents that have issued in the U.S.

Our rights under the University patents are contingent upon us making certain minimum annual payments to the University, meeting certain
milestones and diligently seeking to commercialize the underlying technology. Over the past five years, we believe that we have demonstrated such diligence.

Since issuance of a patent does not guarantee the right to practice the claimed invention, others may obtain patents that we would then
need to license or design around in order to practice our patented technologies. We may not be able to obtain licenses that might be required to practice these technologies due to patents of others on reasonable terms or at all. Additionally, any
unpatented manufacture, use or sale of our technology, processes or products may infringe on patents or proprietary rights of others, and we may be unable to obtain licenses or other rights to these other technologies that may be required for
commercialization of our proposed products or processes.

Also, we rely to a certain extent upon unpatented proprietary
technology and may determine in some cases that our interests would be better served by reliance on trade secrets or confidentiality agreements rather than patents. See Risk Factors  Risks related to our industry If we fail
to secure adequate intellectual property protection, it could significantly harm our financial results and ability to compete on page 19 for a discussion of certain risks related to the protection of our intellectual property rights.



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Government Regulation

In order to test, produce and market human therapeutic products in the U.S., mandatory procedures and safety standards established by the
FDA must be satisfied. Obtaining FDA approval is a costly and time-consuming process. We have initiated Phase I and early Phase II testing in the U.S. and Europe. Some clinical trials were and are performed in the U.S. under Notices of Claimed
Investigational Exemption for a New Drug (IND) filed with the FDA by our clinical collaborators. We filed an IND for the AMPAKINE CX717 in December 2004 and plan to file an IND for CX1739 during 2010. It is our intent that
Organon, Servier, Biovail or another pharmaceutical company partner or partners that we are seeking, will pursue other required regulatory approvals to conduct further clinical testing with AMPAKINE compounds. However, we intend to
file other INDs (and equivalent regulatory filings outside of the U.S.) for additional AMPAKINE compounds to facilitate the development of our Orphan Drug strategy.

Clinical trials are normally conducted in three phases. Phase I trials are concerned primarily with safety of the drug, involve fewer
than 100 subjects, and may take from six months to over a year. Phase II trials normally involve a few hundred patients. Phase II trials are designed to demonstrate effectiveness and to determine optimal dosing in treating or diagnosing the disease
or condition for which the drug is intended. Short-term side effects and risks in people whose health is impaired also may be examined. Phase III trials may involve up to several thousand patients who have the disease or condition for which the drug
is intended, to approximate more closely the conditions of ordinary medical practice. Phase III trials also are designed to clarify the drugs benefit-risk relationship, to uncover less common side effects and adverse reactions, and to generate
information for proper labeling of the drug. The FDA receives reports on the progress of each phase of clinical testing, and may require the modification, suspension, or termination of clinical trials if an unwarranted risk is presented to patients.
The FDA estimates that the clinical trial period of drug development can take up to ten years, and typically averages six years. With certain exceptions, once clinical testing is completed, the sponsor can submit a New Drug Application for approval
to market a drug. The FDAs review of a New Drug Application can also be lengthy.

Therapeutic products that may be
developed and sold by us outside the U.S. will be subject to regulation by the various countries in which they are to be distributed. In addition, products manufactured in the U.S. that have not yet been cleared for domestic distribution will
require FDA approval in order to be exported to foreign countries for distribution there. See Risk Factors  Risks related to our industry The regulatory approval process is expensive, time consuming, uncertain and may
prevent us from obtaining required approvals for the commercialization of some of our products on page 20 for a discussion of certain risks related to the regulatory approval of our products.

We plan to seek additional financing to support our development of selected AMPAKINE compounds for Orphan Drug
indications. Without such financing, we may be severely restricted in our overall development. We would be dependent upon our sub-licensees and might be unable to maintain our current core technical and management capabilities. Under such
circumstances, we would be dependent upon entering into partnerships or other collaborative arrangements with third parties with the required resources to obtain the needed approvals. Along with our licensing agreements with Organon, Servier and
Biovail, we intend to enter into license or other arrangements with other pharmaceutical companies under which those companies would conduct the required clinical trials and seek FDA approval for most or all of our proposed products. See Risk
Factors  Risks related to our business We may not be able to enter into the strategic alliances necessary to fully develop and commercialize our products and technologies, and we will be dependent on our corporate partners if we
do on page 18 for a discussion of certain risks related to the proposed strategic alliances that we are seeking.

Competition

The pharmaceutical industry is characterized by rapidly evolving technology and intense competition. Many companies of all
sizes, including both major pharmaceutical companies and specialized biotechnology companies, are engaged in activities similar to ours. A large number of drugs



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intended for the treatment of Alzheimers disease, MCI, schizophrenia, depression, ADHD and other neurological and psychiatric diseases and disorders are on the market or in the later stages
of clinical testing. For example, approximately 15 drugs are in development in the U.S. for schizophrenia and over 25 drugs are under clinical investigation in the U.S. for the treatment of Alzheimers disease. Most of our competitors have
substantially greater financial and other resources and larger research and development staffs. Larger pharmaceutical company competitors also have significant experience in preclinical testing, human clinical trials and regulatory approval
procedures.

In addition, colleges, universities, governmental agencies and other public and private research organizations
will continue to conduct research. These institutions are becoming more active in seeking patent protection and licensing arrangements to collect license fees, milestone payments and royalties in exchange for license rights to technology that they
have developed, some of which may be directly competitive with us.

We expect technological developments in the
neuropharmacology field to continue to occur at a rapid rate and expect that competition will remain intense as those advances continue. Based on the technical qualifications, expertise and reputations of our Scientific Directors, consultants and
other key scientists, we believe that our operating strategy to develop AMPAKINE compounds for the treatment of selected Orphan Drug indications and to out-license the technology to larger pharmaceutical companies for major chronic
indications is appropriate.

Product Liability Insurance

The clinical testing, manufacturing and marketing of our products may expose us to product liability claims, against which we maintain
liability insurance. See Risk Factors  Risks related to our industry  We may be subject to potential product liability claims. One or more successful claims brought against us could materially impact our business and
financial condition on page 19 for a discussion of certain risks related to product liability claims against us.

Employees

We currently have 13 full-time employees, including one M.D. and six Ph.D.-level or equivalent employees. Of the
full-time employees, seven are engaged in management and administrative support and the remainder is engaged in research and development.

We do not anticipate significant increases in our employee levels during the next twelve months. We will continue to outsource a
substantial amount of our development activities to qualified vendors.



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Item 1A. Risk Factors

In addition to the other matters set forth in this Annual Report on Form 10-K, our continuing operations and the price of our common stock
are subject to the following risks:

Risks related to our business

We have a history of net losses; we expect to continue to incur net losses and we may never achieve or maintain profitability.

Since our formation on February 10, 1987 through the end of our most recent fiscal year ended December 31, 2009, we have
generated only modest operating revenues and we have incurred net losses approximating $115,764,000. For the fiscal years ended December 31, 2009, 2008 and 2007, our net losses were approximately $8,441,000, $14,596,000, and $12,969,000,
respectively. As of December 31, 2009, we had an accumulated deficit of approximately $120,143,000. We have not generated any revenue from product sales to date, and it is possible that we will never generate revenues from product sales in the
future. Even if we do achieve significant revenues from product sales, we expect to incur significant operating losses over the next several years. As with other companies in the biotechnology industry, it is possible that we will never achieve
profitable operations.

We will need additional capital in the future and, if such capital is not available on terms acceptable to us or
available to us at all, we may need to scale back our research and development efforts and may be unable to continue our business operations.

We will require substantial additional funds to advance our research and development programs and to continue our operations, particularly
if we decide to independently conduct later-stage clinical testing and apply for regulatory approval of any of our proposed products, and if we decide to independently undertake the marketing and promotion of our products. Additionally, we may
require additional funds in the event that we decide to pursue strategic acquisitions of or licenses for other products or businesses. Based on our current operating plan, including planned clinical trials and other product research and development
costs, we estimate that our existing cash resources will be sufficient to meet our requirements into the second quarter of 2011. We believe that we will require additional capital to fund on-going operations beyond that time. Additional funds may
result from milestone payments related to our agreements with Organon, Servier and Biovail, but there is no assurance that we will receive such milestone payments within the desired timeframe, or if such payments will be received at all. Additional
funds also may result from the exercise of warrants to purchase shares of our common stock. As of March 31, 2010, warrants to purchase up to approximately 20.2 million shares of our common stock were outstanding at exercise prices ranging
from $0.26 to $4.29 per share. If these warrants are fully exercised, of which there can be no assurance, such exercise would provide approximately $17,400,000 of additional capital.

Our cash requirements in the future may differ significantly from our current estimates, depending on a number of factors, including:



| |  |  | the results of our clinical trials;
| | - |  | -----------------------------------



| |  |  | the time and costs involved in obtaining regulatory approvals;
| | - |  | --------------------------------------------------------------



| |  |  | the costs of setting up and operating our own marketing and sales organization;
| | - |  | -------------------------------------------------------------------------------



| |  |  | the ability to obtain funding under contractual and licensing agreements;
| | - |  | -------------------------------------------------------------------------



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| |  |  | the costs involved in obtaining and enforcing patents or any litigation by third parties regarding intellectual property; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | our success in entering into collaborative relationships with other parties.
| | - |  | ----------------------------------------------------------------------------

To finance our future activities, we may seek funds through additional rounds of financing, including private or public equity or debt
offerings and collaborative arrangements with corporate partners. We cannot say with any certainty that we will be able to obtain the additional needed funds on reasonable terms, or at all. The sale of additional equity or convertible debt
securities could result in additional dilution to our stockholders. If we issued preferred equity or debt securities, these securities could have rights superior to holders of our common stock, and such instruments entered into in connection with
the issuance of securities could contain covenants that will restrict our operations. We might have to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to our technologies, product
candidates or products that we otherwise would not relinquish. As previously announced, in early March 2009, we reduced our workforce in an effort to conserve our capital resources. If adequate funds are not available in the future, as required, we
could lose our key employees and might have to further delay, scale back or eliminate one or more of our research and development programs, which would impair our future prospects. In addition, we may be unable to meet our research spending
obligations under our existing licensing agreements and may be unable to continue our business operations.

Our products rely on licenses
from The Regents of the University of California and if we lose access to these technologies or applications, our business would be substantially impaired.

Under our agreements with The Regents of the University of California, we have exclusive rights to AMPAKINE compounds for
all applications for which the University has patent rights, other than endocrine modulation and except for Biovails limited rights described below.

In connection with our March 2010 transaction with Biovail, we consented to The Regents of the University of California providing Biovail
a non-exclusive license to the Universitys patent rights for AMPAKINE compounds for use in the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease.

Under a patent license agreement with The Governors of the University of Alberta, we had exclusive rights to the use of
AMPAKINE compounds to prevent and treat respiratory depression induced by opiate analgesics, barbiturates and anesthetic and sedative agents. In connection with our transaction with Biovail, we assigned our rights under our patent
license agreement with the University of Alberta to Biovail. However, we retained our ability to continue to pursue AMPAKINE compounds as a potential treatment for sleep apnea disorders.

Our rights to certain of the AMPAKINE compounds are secured by patents or patent applications owned wholly by The Regents
of the University of California or by the University as a co-owner with us. Our existing agreements with The Regents of the University of California require the University to prepare, file, prosecute and maintain patent applications related to our
licensed rights at our expense. Such agreements also require us to make certain minimum annual payments, meet certain milestones or diligently seek to commercialize the underlying technology.

Under such agreements, we are required to make minimum annual royalty payments of approximately $70,000. Separately, we are required to
spend a minimum of $250,000 per year to advance the AMPAKINE compounds until we begin marketing an AMPAKINE compound. The commercialization efforts in the agreements require us to file for regulatory approval of an
AMPAKINE compound before October 2012.

Although we currently are in compliance with our obligations under the
agreements with The Regents of the University of California, including minimum annual payments and diligence milestones,



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our failure to meet any of these requirements could allow the University to terminate that particular agreement. Management believes that it maintains a strong relationship with The Regents of
the University of California.

We are at an early stage of development and we may not be able to successfully develop and commercialize our
products and technologies.

The development of AMPAKINE products is subject to the risks of failure commonly
experienced in the development of products based upon innovative technologies and the expense and difficulty of obtaining approvals from regulatory agencies. Drug discovery and development is time consuming, expensive and unpredictable. On average,
only one out of many thousands of chemical compounds discovered by researchers proves to be both medically effective and safe enough to become an approved medicine. In the fields that we target, approximately one in five compounds placed in clinical
trials generally reaches the market. All of our proposed products are in the preclinical or early clinical stage of development and will require significant additional funding for research, development and clinical testing before we are able to
submit them to any of the regulatory agencies for clearances for commercial use. Our trials that are subject to our collaborative research arrangements are being funded by third parties and do not involve financial commitments from us.

The process from discovery to development to regulatory approval can take several years and drug candidates can fail at any stage of the
process. Late stage clinical trials often fail to replicate results achieved in earlier studies. Historically, in our industry more than half of all compounds in development failed during Phase II trials and 30% failed during Phase III trials. We
cannot assure you that we will be able to complete successfully any of our research and development activities. Even if we do complete them, we may not be able to market successfully any of the products or be able to obtain the necessary regulatory
approvals or assure that healthcare providers and payors will accept our products. We also face the risk that any or all of our products will not work as intended or that they will be unsafe, or that, even if they do work and are safe, that our
products will be uneconomical to manufacture and market on a large scale. Due to the extended testing and regulatory review process required before we can obtain marketing clearance, we do not expect to be able to commercialize any therapeutic drug
for several years, either directly or through our corporate partners or licensees.

We may not be able to enter into the strategic
alliances necessary to fully develop and commercialize our products and technologies, and we will be dependent on our corporate partners if we do.

In addition to our agreements with Organon, Servier and Biovail, we are seeking other pharmaceutical company partners to develop other
major indications for the AMPAKINE compounds. These agreements would potentially provide us with additional funds in exchange for exclusive or non-exclusive license or other rights to the technologies and products that we are
currently developing. Competition between biopharmaceutical companies for these types of arrangements is intense. Although we have been engaged in discussions with candidate companies for some time, we cannot give any assurance that these
discussions will result in an agreement or agreements in a timely manner, or at all. Additionally, we cannot assure you that any resulting agreement will generate sufficient revenues to offset our operating expenses and longer-term funding
requirements.

If we are unable to maintain our relationships with academic consultants and the University of California, Irvine, our
business could suffer.

We depend upon our relationships with academic consultants, particularly Dr. Gary S.
Lynch of the University of California, Irvine. In addition, we sponsored preclinical research in Dr. Lynchs laboratories at the University of California, Irvine that is part of our product development and corporate partnering profile. If
our relationship with Dr. Lynch or the University of California, Irvine, is disrupted, our AMPA- receptor research program could be adversely affected. The term of our consulting



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agreement with Dr. Lynch commenced in November 1987 and will continue until terminated by either party to the agreement upon at least 60 days prior written notice to the other party.
Our agreements with our other consultants are generally also terminable by the consultant on short notice.

Risks related to our
industry

If we fail to secure adequate intellectual property protection, it could significantly harm our financial results and
ability to compete.

Our success will depend, in part, on our ability to get patent protection for our products and
processes in the U.S. and elsewhere. We have filed and intend to continue to file patent applications as we need them. However, additional patents that may issue from any of these applications may not be sufficiently broad to protect our technology.
Also, any patents issued to us or licensed by us may be designed around or challenged by others, and if such challenge is successful, it may diminish our rights.

If we are unable to obtain sufficient protection of our proprietary rights in our products or processes prior to or after obtaining
regulatory clearances, our competitors may be able to obtain regulatory clearance and market competing products by demonstrating the equivalency of their products to our products. If they are successful at demonstrating the equivalency between the
products, our competitors would not have to conduct the same lengthy clinical tests that we have conducted.

We also rely on
trade secrets and confidential information that we try to protect by entering into confidentiality agreements with other parties. Those confidentiality agreements may be breached, and our remedies may be insufficient to protect the confidential
information. Further, our competitors may independently learn our trade secrets or develop similar or superior technologies. To the extent that our consultants, key employees or others apply technological information independently developed by them
or by others to our projects, disputes may arise regarding the proprietary rights to such information. We cannot assure you that such disputes will be resolved in our favor.

We may be subject to potential product liability claims. One or more successful claims brought against us could materially impact our business and
financial condition.

The clinical testing, manufacturing and marketing of our products may expose us to product liability
claims. We maintain liability insurance with coverage limits of $10 million per occurrence and $10 million in the annual aggregate. We have never been subject to a product liability claim, and we require each patient in our clinical trials to sign
an informed consent agreement that describes the risks related to the trials, but we cannot assure you that the coverage limits of our insurance policies will be adequate or that one or more successful claims brought against us would not have a
material adverse effect on our business, financial condition and result of operations. Further, if one of our AMPAKINE compounds is approved by the FDA for marketing, we cannot assure you that adequate product liability insurance will
be available, or if available, that it will be available at a reasonable cost. Any adverse outcome resulting from a product liability claim could have a material adverse effect on our business, financial condition and results of operations.

We face intense competition that could result in products that are superior to the products that we are developing.

Our business is characterized by intensive research efforts. Our competitors include many companies, research institutes and universities
that are working in a number of pharmaceutical or biotechnology disciplines to develop therapeutic products similar to those we are currently investigating. For example, the Pharmaceutical Research and Manufacturers of America recently estimated
that more than 100 pharmaceutical and biotechnology companies are conducting research in the field of neurological disorders, with over 25 drugs under clinical investigation in the U.S. for the treatment of Alzheimers disease. Virtually all of
the major multinational pharmaceutical companies have active projects in these areas. Most of these competitors have substantially greater financial, technical, manufacturing, marketing, distribution and/or other resources than we do. In addition,
many of our



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competitors have experience in performing human clinical trials of new or improved therapeutic products and obtaining approvals from the FDA and other regulatory agencies. We have no experience
in conducting and managing later-stage clinical testing or in preparing applications necessary to obtain regulatory approvals. Accordingly, it is possible that our competitors may succeed in developing products that are safer or more effective than
those that we are developing and may obtain FDA approvals for their products faster than we can. We expect that competition in this field will continue to intensify.

We may be unable to recruit and retain our senior management and other key technical personnel on whom we are dependent.

We are highly dependent upon senior management and key technical personnel and currently do not carry any insurance policies on such
persons. In particular, we are highly dependent on our Executive Chairman, Roger G. Stoll, Ph.D.; our President and Chief Executive Officer, Mark A. Varney, Ph.D.; our Vice President of Preclinical Development, Steven A. Johnson, Ph.D.; and our
Senior Director of Medicinal Chemistry, Leslie J. Street, Ph.D., all of whom have entered into employment agreements with us. Competition for qualified employees among pharmaceutical and biotechnology companies is intense. The loss of any of our
senior management, or our inability to attract, retain and motivate the additional highly-skilled employees and consultants that our business requires, could substantially hurt our business and prospects.

The regulatory approval process is expensive, time consuming, uncertain and may prevent us from obtaining required approvals for the commercialization
of some of our products.

The FDA and other similar agencies in foreign countries have substantial requirements for
therapeutic products. Such requirements often involve lengthy and detailed laboratory, clinical and post-clinical testing procedures and are expensive to complete. It often takes companies many years to satisfy these requirements, depending on the
complexity and novelty of the product. The review process is also extensive, which may delay the approval process even more. According to the Pharmaceutical Research and Manufacturers of America, historically the cost of developing a new
pharmaceutical from discovery to approval was approximately $800 million, and this amount is expected to increase annually.

As of yet, we have not obtained any approvals to market our products. Further, we cannot assure you that the FDA or other regulatory
agency will grant us approval for any of our products on a timely basis, if at all. Even if regulatory clearances are obtained, a marketed product is subject to continual review, and later discovery of previously unknown problems may result in
restrictions on marketing or withdrawal of the product from the market.

Other risks

Our stock price may be volatile and our common stock could decline in value.

The market price of securities of life sciences companies in general has been very unpredictable. The range of sales prices of our common
stock for the fiscal years ended December 31, 2009, 2008 and 2007, as quoted on the Over the Counter Bulletin Board and NYSE Amex (formerly The American Stock Exchange), was $0.07 to $0.63, $0.41 to $1.24 and $0.44 to $3.47, respectively. The
following factors, in addition to factors that affect that market generally, could significantly impact our business, and the market price of our common stock could decline:



| |  |  | competitors announcing technological innovations or new commercial products;
| | - |  | ----------------------------------------------------------------------------



| |  |  | competitors publicity regarding actual or potential products under development;
| | - |  | --------------------------------------------------------------------------------



| |  |  | regulatory developments in the U.S. and foreign countries;
| | - |  | ----------------------------------------------------------



| |  |  | developments concerning proprietary rights, including patent litigation;
| | - |  | ------------------------------------------------------------------------



| |  |  | public concern over the safety of therapeutic products; and
| | - |  | -----------------------------------------------------------



| |  |  | changes in healthcare reimbursement policies and healthcare regulations.
| | - |  | ------------------------------------------------------------------------



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There is a large number of shares of the Companys common stock that may be issued or sold, and if
such shares are issued or sold, the market price of our common stock may decline.

As of March 31, 2010, we had
approximately 68.4 million shares of our common stock outstanding.

If all warrants and options outstanding as of
March 31, 2010 are exercised prior to their expiration, up to approximately 33.5 million additional shares of our common stock could become freely tradable. This amount excludes a maximum of up to 16.6 million shares potentially
issuable in connection with securities that become convertible or exercisable subsequent to March 31, 2010. Such sales of substantial amounts of common stock in the public market could adversely affect the prevailing market price of our common
stock and could also make it more difficult for us to raise funds through future offerings of common stock.

Our charter document and
shareholder rights plan may prevent or delay an attempt by our stockholders to replace or remove management.

Certain
provisions of our restated certificate of incorporation, as amended, could make it more difficult for a third party to acquire control of our business, even if such change in control would be beneficial to our stockholders. Our restated certificate
of incorporation, as amended, allows the Board of Directors of the Company, referred to as the Board or Board of Directors, to issue up to 549,500 shares of preferred stock without stockholder approval. Pursuant to this authority, in February 2002
our Board of Directors adopted a shareholder rights plan and declared a dividend of a right to purchase one one-thousandth of a share of preferred stock for each outstanding share of our common stock. The ability of our Board of Directors to issue
additional preferred stock and our shareholder rights plan may have the effect of delaying or preventing an attempt by our stockholders to replace or remove existing directors and management.

If our common stock is determined to be a penny stock, a broker-dealer may find it more difficult to trade our common stock and an
investor may find it more difficult to acquire or dispose of our common stock in the secondary market.

In addition, our
common stock may be subject to the so-called penny stock rules. The SEC has adopted regulations that define a penny stock to be any equity security that has a market price per share of less than $5.00, subject to certain
exceptions, such as any securities listed on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules impose additional sales practice requirements on broker-dealers, subject to certain
exceptions. If our common stock is determined to be a penny stock, a broker-dealer may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock on the secondary
market.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease approximately 32,000 square feet of office, research laboratory and expansion space in Irvine, California, under an operating
lease that expires May 31, 2012. Current monthly rent on these facilities is approximately $45,000. We believe that our current facilities will be adequate and suitable for our research and development activities for at least the remainder of
the lease term.

Item 3. Legal Proceedings

We are not a party to any material legal proceedings, nor has any material proceeding been terminated during the fiscal year ended
December 31, 2009.



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Item 4. Submission of Matters to a Vote of Security Holders

On November 23, 2009, we held a Special Meeting of Stockholders, with stockholders holding 56,206,050 shares of common stock
(representing 82.2% of the total number of shares outstanding and entitled to vote) present in person or by proxy at the meeting. Proxies for the meeting were solicited pursuant to Regulation 14A of the Exchange Act.

At the meeting, we sought approval of an amendment to our Restated Certificate of Incorporation to increase the number of shares of the
Companys common stock from 105,000,000 to 205,000,000. This proposal was approved with 46,011,456 affirmative votes. There were 10,011,052 negative votes and 183,542 abstentions.

PART II

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Effective December 14, 2009, our common stock began quoting on the Over the Counter Bulletin Board, referred to as OTCBB, under the
symbol CORX.OB. Prior to that date, our common stock traded on the NYSE Amex (formerly, The American Stock Exchange) under the symbol COR. The following table presents quarterly information on the high and low sales prices of
the common stock furnished by the NYSE Amex or the high and low sales prices for the common stock furnished by the OTCBB, as applicable, for the fiscal years ended December 31, 2009 and 2008. The quotations on the OTCBB reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



|                                    |  |      |      |     |   |     
|----------------------------------- |  | ---- | ---- | --- | - | ----
|                                    |  | High |      | Low
|Fiscal Year ended December 31, 2009 |  |      |      |     |   |     
|                                    |  |     
|Fourth Quarter                      |  | $    | 0.22 |     | $ | 0.07
|Third Quarter                       |  |      | 0.32 |     |   | 0.18
|Second Quarter                      |  |      | 0.44 |     |   | 0.19
|First Quarter                       |  |      | 0.63 |     |   | 0.25
|                                    |  |     
|Fiscal Year ended December 31, 2008 |  |      |      |     |   |     
|                                    |  |     
|Fourth Quarter                      |  | $    | 0.96 |     | $ | 0.41
|Third Quarter                       |  |      | 1.17 |     |   | 0.56
|Second Quarter                      |  |      | 1.24 |     |   | 0.56
|First Quarter                       |  |      | 1.13 |     |   | 0.48

As of March 31,
2010, there were 409 stockholders of record of our common stock, and approximately 10,000 beneficial owners. The high and low bid prices for our common stock on March 31, 2010, as quoted on the OTCBB, were $0.25 and $0.21, respectively.

We have never paid cash dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.
The payment of dividends, if any, will be determined by the Board in light of conditions then existing, including our financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors
deemed relevant by the Board.

During the fiscal year ended December 31, 2009, we did not repurchase any of our
securities.



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Item 6. Selected Financial Data

We have derived the selected financial data presented below from our audited financial statements and notes related thereto. The
information set forth below is not necessarily indicative of the results of future operations. You should read the selected financial data together with the audited financial statements and related notes and Managements Discussion and
Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K.



|                                                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                                      |  | Years ended December 31,              |        
|                                                                                      |  | 2009                                  |         |   | 2008 |   |         | 2007 |  |   | 2006    |   |  | 2005 |        
|                                                                                      |  | (In thousands, except per share data) |        
|INCOME STATEMENT DATA                                                                 |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Revenues:                                                                             |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Research and license revenue                                                          |  | $                                     |        |   |      | $ |        |      |  | $ |        |   |  | $    | 1,150   |   |  | $ | 2,473   |  
|Grant revenue                                                                         |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      | 27      |   |  |   | 104     |  
|                                                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total revenues                                                                        |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      | 1,177   |   |  |   | 2,577   |  
|Operating expenses:                                                                   |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Research and development                                                              |  |                                       | 4,598   |   |      |   | 10,780  |      |  |   | 9,327   |   |  |      | 13,262  |   |  |   | 11,361  |  
|General and administrative                                                            |  |                                       | 3,737   |   |      |   | 4,259   |      |  |   | 4,320   |   |  |      | 4,616   |   |  |   | 3,376   |  
|                                                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total costs and expenses                                                              |  |                                       | 8,335   |   |      |   | 15,039  |      |  |   | 13,647  |   |  |      | 17,878  |   |  |   | 14,737  |  
|Loss from operations                                                                  |  |                                       | (8,335  | ) |      |   | (15,039 | )    |  |   | (13,647 | ) |  |      | (16,701 | ) |  |   | (12,160 | )
|Interest income, net                                                                  |  |                                       | 17      |   |      |   | 443     |      |  |   | 678     |   |  |      | 646     |   |  |   | 637     |  
|Change in fair value of common stock warrants                                         |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | (83     | )
|Loss on sale of fixed assets                                                          |  |                                       | (123    | ) |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Net loss                                                                              |  | $                                     | (8,441  | ) |      | $ | (14,596 | )    |  | $ | (12,969 | ) |  | $    | (16,055 | ) |  | $ | (11,606 | )
|Accretion of beneficial conversion feature on 0% Series E Convertible Preferred Stock |  |                                       | (832    | ) |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Accretion of beneficial conversion feature on Series F Convertible Preferred Stock    |  |                                       | (1,515  | ) |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Net loss applicable to common stock                                                   |  | $                                     | (10,788 | ) |      | $ | (14,596 | )    |  | $ | (12,969 | ) |  | $    | (16,055 | ) |  | $ | (11,606 | )
|Basic and diluted net loss per share                                                  |  | $                                     | (0.19   | ) |      | $ | (0.31   | )    |  | $ | (0.31   | ) |  | $    | (0.47   | ) |  | $ | (0.36   | )
|Shares used in basic and diluted calculation                                          |  |                                       | 55,783  |   |      |   | 47,572  |      |  |   | 42,133  |   |  |      | 34,349  |   |  |   | 32,665  |  
|Non-cash stock compensation charges included in operating expenses:                   |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Research and development                                                              |  | $                                     | 226     |   |      | $ | 722     |      |  | $ | 1,371   |   |  | $    | 1,997   |   |  | $ | 183     |  
|General and administrative                                                            |  |                                       | 347     |   |      |   | 577     |      |  |   | 866     |   |  |      | 1,234   |   |  |   | (15     | )
|                                                                                      |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                                                      |  | $                                     | 573     |   |      | $ | 1,299   |      |  | $ | 2,237   |   |  | $    | 3,231   |   |  | $ | 168     |  
|BALANCE SHEET DATA                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash and equivalents                                                                  |  | $                                     | 226     |   |      | $ | 1,431   |      |  | $ | 4,021   |   |  | $    | 1,649   |   |  | $ | 2,063   |  
|Marketable securities                                                                 |  |                                       |        |   |      |   | 2,710   |      |  |   | 13,264  |   |  |      | 7,799   |   |  |   | 15,198  |  
|Working capital                                                                       |  |                                       | (1,976  | ) |      |   | 2,541   |      |  |   | 15,805  |   |  |      | 7,917   |   |  |   | 14,710  |  
|Total assets                                                                          |  |                                       | 706     |   |      |   | 5,152   |      |  |   | 18,429  |   |  |      | 10,435  |   |  |   | 17,989  |  
|Unearned revenue, net of current portion, and other long-term                         |  |                                       | 11      |   |      |   |        |      |  |   | 25      |   |  |      | 58      |   |  |   | 50      |  
|Total stockholders (deficit) equity                                                  |  |                                       | (1,528  | ) |      |   | 3,397   |      |  |   | 16,677  |   |  |      | 8,320   |   |  |   | 15,132  |  



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Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion and analysis should be read in conjunction with the audited financial statements and
notes related thereto appearing elsewhere herein.

Critical Accounting Policies and Management Estimates

The SEC defines critical accounting policies as those that are, in managements view, most important to the portrayal of our
financial condition and results of operations and most demanding of their judgment. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of
contingent assets and liabilities.

We base our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. This process forms 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.

Revenue Recognition

We recognize revenue when all four of the following criteria are met: (i) pervasive evidence that an arrangement exists;
(ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectibility of the fees is reasonably assured.

Amounts received for upfront technology license fees under multiple-element arrangements are deferred and recognized over the period of
committed services or performance, if such arrangements require our on-going services or performance.

Employee Stock Options and
Stock-Based Compensation

All share-based payments to employees, including grants of employee stock options, to be
recognized in the financial statements based on their fair values.

Stock options and warrants issued to consultants and other
non-employees as compensation for services to be provided to us are accounted for based upon the fair value of the services provided or the estimated fair value of the option or warrant, whichever can be more clearly determined. We recognize this
expense over the period the services are provided.

Convertible Debt and Equity Instruments

We review the features of our issued financing instruments to determine whether such instruments are appropriately measured and classified
as either debt or equity in our financial statements. Generally, instruments that include a provision that may require settlement in cash are recorded as a liability.

The conversion features within our issued convertible instruments are valued separately from the preferred stock or debt securities. We
allocate the proceeds received from a financing transaction that includes a convertible instrument to the convertible preferred stock or debt and any detachable instruments, such as warrants, on a relative fair value basis.



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The value allocated to the convertible instrument is used to estimate an effective
conversion price for the convertible preferred stock or debt, and to measure the intrinsic value, if any, of the conversion feature on the date that we issue the securities.

The above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment
of a particular transaction is specifically dictated by accounting principles generally accepted in the U.S., with no need for managements judgment in their application. There are also areas in which managements judgment in selecting any
available alternative would not produce a materially different result. See our audited financial statements and notes thereto which begin on page F-1 of this Annual Report on Form 10-K, which contain accounting policies and other disclosures
required by accounting principles generally accepted in the U.S.

Results of Operations

General

In January 1999,
we entered into a research collaboration and exclusive worldwide license agreement with NV Organon (Organon). The agreement will allow Organon to develop and commercialize our proprietary AMPAKINE technology for the
treatment of schizophrenia and depression. In connection with the agreement, we received a $2,000,000 up-front licensing payment and research support payments of approximately $3,000,000 per year for two years.

The agreement with Organon also includes milestone payments based upon clinical development, plus royalty payments on worldwide sales.
Through December 31, 2009, we have received milestone payments totaling $6,000,000 under the agreement with Organon.

In October 2000, we entered into a research collaboration agreement and an exclusive license agreement with Les
Laboratoires Servier (Servier). The license agreement will allow Servier to develop and commercialize select
AMPAKINE® compounds for the treatment of (i) declines in cognitive performance associated
with aging, (ii) neurodegenerative diseases and (iii) anxiety disorders. The indications covered include, but are not limited to, Alzheimers disease, mild cognitive impairment, sexual dysfunction, and the dementia associated with
multiple sclerosis and Amyotrophic Lateral Sclerosis. In early December 2006, we terminated the research collaboration with Servier and as a result the worldwide rights for the AMPAKINE technology for treatment of neurodegenerative
diseases were returned to us, other than three compounds selected by Servier for commercialization.

The agreements with
Servier, as amended to date, include a nonrefundable up-front fee of $5,000,000 and research support payments of $2,025,000 per year through early December 2006 (subject to us providing agreed-upon levels of research personnel). The amount of
research support was subject to annual adjustment based upon the increase in the U.S. Department of Labors Consumer Price Index. The agreements also include potential milestone payments, plus royalty payments on sales in licensed territories.

In October 2002, Servier agreed to provide us with $4,000,000 of additional research support, in exchange for rights to our
AMPAKINE compounds for the potential treatment of anxiety disorders in Serviers licensed territories. The $4,000,000 was paid in quarterly installments of $500,000 over a two-year period, ending in September 2004.

On March 25, 2010, we entered into an asset purchase agreement with Biovail Laboratories International SRL (Biovail).
Pursuant to the asset purchase agreement, Biovail acquired our interests in CX717, CX1763, CX1942 and the injectable dosage form of CX1739, as well as certain of our other AMPAKINE compounds and related intellectual property for use
in the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease. In connection with the transaction, Biovail paid us a lump sum of $9,000,000 upon execution of the asset purchase agreement and will pay us an



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additional $1,000,000 upon the later of the completion of the specified transfer plan or September 25, 2010. In addition, we will have the right to receive up to three milestone payments in
an aggregate amount of up to $15,000,000 plus the reimbursement of certain related expenses, each conditioned upon the occurrence of particular events relating to the clinical development of certain assets that Biovail acquired. As part of the
transaction, Biovail licensed back to us certain exclusive and irrevocable rights to some acquired AMPAKINE compounds, other than CX717, an injectable dosage form of CX1739, CX1763 and CX1942, for use outside of the field of
respiratory depression or vaso-occlusive crises associated with sickle cell disease. Accordingly, following the transaction with Biovail, we retain rights for the majority of patented compounds in our AMPAKINE drug library, as well as
all rights to the non-acquired AMPAKINE compounds for the treatment of neurological diseases and psychiatric disorders that have historically been a focus of our portfolio. Additionally, we retain our rights to develop and
commercialize AMPAKINE compounds as a potential treatment for sleep apnea disorders, including an oral dosage form of CX1739.

From the Companys date of organization of February 10, 1987 through the end of our most recent fiscal year ended on
December 31, 2009, we sustained losses approximating $115,764,000. Due to projected fluctuations in funding, continuing losses are likely over the next several years, as our ongoing operating expenses will only be offset, if at all, by possible
milestone payments from our agreements with Servier, Organon and Biovail, or under planned strategic alliances that we are seeking with other pharmaceutical companies for the clinical development, manufacturing and marketing of our products. The
nature and timing of payments to us under the Servier, Organon and Biovail agreements or other planned strategic alliances, if and when entered into, are likely to significantly affect our operations and financing activities and to produce
substantial period-to-period fluctuations in reported financial results. Over the longer term, we will require successful commercial development of our products by Servier, Organon, or our other prospective partners to attain sustained profitable
operations from royalties or other product-based revenues.

We believe that inflation and changing prices have not had a
material impact on our ongoing operations to date.

Year ended December 31, 2009 and 2008

For the fiscal year ended December 31, 2009, our net loss applicable to common stock decreased by 26% to approximately $10,788,000
compared to a net loss applicable to common stock of approximately $14,596,000 for the prior year. Consistent with the prior year, we had no revenues for the year ended December 31, 2009.

The net loss applicable to common stock for the year ended December 31, 2009 includes charges of approximately $2,347,000 related to
the beneficial conversion feature of our 0% Series E Convertible Preferred Stock and Series F Convertible Preferred Stock that we issued in April 2009 and July 2009, respectively. These non-cash charges relate to the accounting requirements for the
difference between the fair value of our common stock and the effective conversion price of the preferred stock on the date of issuance of the preferred stock. Excluding these non-cash charges, the decrease in net loss applicable to common stock for
the year ended December 31, 2009 reflects decreased research and development expenses, as explained more fully below.

Our research and development expenses for the year ended December 31, 2009 decreased from approximately $10,780,000 to approximately
$4,598,000, or by 57% from the prior year. Most of the decrease reflects expenses during the prior year for clinical studies with AMPAKINE CX717 as a treatment for respiratory depression and preclinical development expenses for our
AMPAKINE CX1739, which is now in human clinical testing.



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Salary and related expenses for our research and development personnel decreased relative to
the prior year due to expenses for our President and Chief Executive Officer, Dr. Mark Varney. Before his appointment to President and Chief Executive Officer in August 2008, Dr. Varney served as our Chief Scientific Officer and Chief
Operating Officer and his salary-related expenses were included in research and development. After his appointment in August 2008, Dr. Varneys salary related expenses have been recorded in general and administrative expenses. Salary and
related expenses for our research and development personnel further decreased as a result of our reduction in force that we implemented in mid-March 2009.

Our non-cash stock compensation charges related to research and development for the year ended December 31, 2009 decreased from
approximately $722,000 to approximately $226,000, or by 69% compared to the prior year, as a result of fluctuations in our stock price and the vesting schedules of granted stock options.

Our general and administrative expenses for the year ended December 31, 2009 decreased from approximately $4,259,000 to
approximately $3,737,000, or by 12%, relative to the prior year. The decrease in expenses primarily reflects decreased non-cash stock-based compensation charges, savings from earlier implemented salary reductions for our executive officers and prior
year consulting fees for market research in the field of respiratory depression.

Our non-cash stock compensation charges
related to general and administration for the year ended December 31, 2009 decreased from approximately $577,000 to approximately $347,000, or by 40%, relative to the prior year, as a result of fluctuations in our stock price.

Net interest income for the year ended December 31, 2009 decreased to approximately $17,000 from approximately $443,000, or by 96%,
compared to the prior year due to a decrease in cash available for investing activity.

Years ended December 31, 2008 and 2007

For the fiscal year ended December 31, 2008, our net loss applicable to common stock increased by 13% to approximately
$14,596,000 compared to a net loss of approximately $12,969,000 for the prior year. Consistent with the prior year, we had no revenues for the year ended December 31, 2008.

Our research and development expenses for the year ended December 31, 2008 increased from approximately $9,327,000 to approximately
$10,780,000, or by 16% from the prior year. Most of the increase represented clinical development expenses for our two Phase IIa trials of AMPAKINE CX717 as a treatment for respiratory depression.

Our non-cash stock compensation charges related to research and development for the year ended December 31, 2008 decreased from
approximately $1,371,000 to approximately $722,000, or by 47%, relative to the prior year, which partially offset our increased clinical development expenses. The decreased non-cash stock compensation charges resulted from fluctuations in our stock
price and the vesting schedules of granted stock options.

Our general and administrative expenses for the year ended
December 31, 2008 decreased slightly from approximately $4,320,000 to approximately $4,259,000, or by 1%, compared to the prior year. Our non-cash stock compensation charges produced most of this decrease. Our related charges decreased from
approximately $866,000 during the year ended December 31, 2007 to approximately $577,000 in 2008. Increased personnel-related expenses partially offset the decrease and resulted from the appointment of our new President and Chief Executive
Officer, Dr. Mark Varney, in mid-August 2008. Dr. Varneys salary and related expenses were previously included in research and development expenses while he served as our former Chief Scientific Officer and Chief Operating Officer.



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Net interest income for the year ended December 31, 2008 decreased to approximately
$443,000 from approximately $678,000, or by 35%, relative to the prior year, due to a decrease in cash available for investing.

Liquidity
and Capital Resources

Under the agreements signed with Servier in October 2000, as amended to date, the collaborative
research phase of the agreement ended in early December 2006. As a result of this termination we regained the worldwide rights for the use of AMPAKINE compounds for treatment of (a) age related decline in memory and cognition,
(b) mild cognitive impairment and Alzheimers disease (c) neurodegenerative diseases, (d) sexual dysfunction and (e) anxiety. Servier subsequently selected three AMPAKINE compounds that it may develop for
potential commercialization. We remain eligible to receive payments based upon defined clinical development milestones of the licensed compounds and royalties on sales in licensed territories. Under the terms of the agreement with Organon, we may
receive additional milestone payments based on clinical development of the licensed technology and ultimately, royalties on worldwide sales.

Pursuant to the terms of our transaction with Biovail in March 2010, Biovail paid us the lump sum of $9,000,000, and Biovail will pay us
an additional $1,000,000 upon the later of the completion of the specified transfer plan or September 25, 2010. In addition, we have the right to receive up to three milestone payments in an aggregate amount of up to $15,000,000 plus the
reimbursement of certain related expenses, all of which are conditioned upon the occurrence of particular events relating to the clinical development of those certain assets that were transferred to Biovail in connection with the transaction.

We also may receive proceeds from the exercise of previously issued warrants to purchase shares of our common stock. The
table below summarizes the warrants that remain outstanding as of December 31, 2009 that were issued in connection with prior offerings and placements of our common stock.



|                 |  |                        |      |                                                      |           |                 |                  |                                                   |   |          
|---------------- |  | ---------------------- | ---- | ---------------------------------------------------- | --------- | --------------- | ---------------- | ------------------------------------------------- | - | ---------
|Date of Issuance |  | ExercisePrice perShare |      | Number of WarrantsOutstanding as ofDecember 31, 2009 |           | Expiration Date |                  | ApproximatePotential 
Proceeds,if Fully Exercised
|                 |  |                        |      |                                                     
|January
2007(1)  |  | $                      | 1.66 |                                                      | 2,996,927 |                 | January 21, 2012 |                                                   | $ | 4,975,000
|August
2007(1)   |  | $                      | 2.64 |                                                      | 2,830,000 |                 | August 28, 2012  |                                                   | $ | 7,471,000
|August
2007(2)   |  | $                      | 3.96 |                                                      | 176,875   |                 | August 28, 2012  |                                                   | $ | 700,000  
|April
2009(1)    |  | $                      | 0.27 |                                                      | 6,941,176 |                 | October 17, 2012 |                                                   | $ | 1,889,000
|April
2009(2)    |  | $                      | 0.26 |                                                      | 433,824   |                 | October 17, 2012 |                                                   | $ | 113,000  
|July
2009(1)     |  | $                      | 0.27 |                                                      | 6,060,470 |                 | January 31, 2013 |                                                   | $ | 1,636,000
|July
2009(2)     |  | $                      | 0.37 |                                                      | 606,047   |                 | January 31, 2013 |                                                   | $ | 222,000  



|(1) | Represents warrants issued to the investor(s) in the related transaction.
|--- | -------------------------------------------------------------------------

|(2) | Represents warrants issued to the placement agent(s) in the related transaction.
|--- | --------------------------------------------------------------------------------

Warrants outstanding from the January 2007 transaction provide a call right in our favor to the extent that the closing price of our
common stock exceeds $3.35 per share, for 13 consecutive trading days, subject to certain circumstances.

Similarly, subject
to certain circumstances, the warrants issued to the investor in the April 2009 and July 2009 transactions provide a call right in our favor to the extent that the closing price of our common stock exceeds $0.68 per share and $0.54 per share,
respectively, for 20 consecutive trading days. Warrants issued to the placement agent for the April 2009 and July 2009 transactions provide a call right



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in our favor to the extent that the closing price of our common stock exceeds $0.52 per share and $0.54 per share, respectively, for 20 consecutive trading days, subject to certain circumstances.
We can give no assurance that we will receive proceeds from the exercise of any of the outstanding warrants.

Warrants issued
to the investor in the April 2009 transaction were originally issued with an exercise price of $0.34 per share. In February 2010, the exercise price for these warrants was reduced to $0.27 per share in exchange for the investors consent and
waiver with respect to our private placement of a convertible promissory note that we completed in January 2010, as explained more fully in Note 10 in the Notes to the Financial Statements.

Cash Position

As of
December 31, 2009, we had cash, cash equivalents and marketable securities totaling approximately $226,000 and a working capital deficit of approximately $1,976,000. As of December 31, 2008, we had cash, cash equivalents and marketable
securities totaling approximately $4,141,000 and working capital of approximately $2,541,000. The decreases in cash and working capital reflect amounts required to fund operations.

With the proceeds from our transactions with Biovail in March 2010, as discussed more fully above, we believe that we have adequate
financial resources to conduct our operations into the second quarter of 2011. Our forecast of the period of time through which our financial resources will be adequate to support our operations is forward-looking information, and actual
results could vary.

Our ongoing cash requirements will depend on numerous factors, particularly the progress of our clinical
trials involving CX1739 and our ability to negotiate and complete collaborative agreements or out-licensing arrangements. In order to help fund our on-going operating cash requirements, we intend to seek new collaborations for our low
impact and high impact AMPAKINE programs that include initial cash payments and on-going development support. We may also seek to raise additional funds and explore other strategic and financial alternatives,
such as a merger transaction with another pharmaceutical company.

There are significant uncertainties as to our ability to
access potential sources of capital. We may not be able to enter into any collaboration on terms acceptable to us, or at all, due to conditions in the pharmaceutical industry or in the economy in general. Competition for such arrangements
is intense, with a large number of biopharmaceutical companies attempting to secure alliances with more established pharmaceutical companies. Although we have been engaged in discussions with candidate companies, there is no assurance that an
agreement or agreements will arise from these discussions in a timely manner, or at all, or that revenues that may be generated thereby will offset operating expenses sufficiently to reduce our short-term funding requirements.

Even if we are successful in obtaining a collaboration for our AMPAKINE program, we may have to relinquish rights to
technologies, product candidates or markets that we might otherwise seek to develop ourselves. These same risks apply to any attempt to out-license our compounds.

Similarly, due to market conditions, the illiquid nature of our stock and other possible limitations on equity offerings, we may not be
able to sell additional securities or raise other funds on terms acceptable to us, if at all. Any additional equity financing, if available, would likely result in substantial dilution to existing stockholders.

For the year ended December 31, 2009, net cash used in operating activities was approximately $6,944,000, and included our net loss
for the period of approximately $8,441,000, adjusted for non-cash stock compensation charges of approximately $573,000, depreciation charges aggregating approximately $187,000, and changes in operating assets and liabilities. Net cash used in
operating activities was



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approximately $13,046,000 during the year ended December 31, 2008, and included our net loss for the period of approximately $14,596,000, adjusted for non-cash stock compensation charges of
approximately $1,299,000, depreciation charges aggregating approximately $165,000, and changes in operating assets and liabilities.

Net cash provided by investing activities was approximately $2,830,000 for the year ended December 31, 2009, and mostly resulted
from the maturity and sale of marketable securities of approximately $2,714,000 and the proceeds from the sales of fixed assets totaling approximately $117,000. For the year ended December 31, 2008, net cash provided by investing activities
approximated $10,448,000, and resulted from the maturity and sale of marketable securities of approximately $13,757,000, partially offset by the purchases of short-term investments and fixed assets of approximately $3,186,000 and $123,000,
respectively.

For the year ended December 31, 2009, net cash provided by financing activities totaled approximately
$2,910,000, and reflected proceeds from the Companys registered direct offering of its 0% Series E Convertible Preferred Stock and its private placement of Series F Convertible Preferred Stock in April 2009 and July 2009, respectively. Net
cash provided by financing activities approximated $9,000 for the year ended December 31, 2008, reflecting proceeds from the exercise of options to purchase common stock.

Commitments

We lease
approximately 32,000 square feet of research laboratory, office and expansion space under an operating lease that expires May 31, 2012. The commitments under the lease agreement for the years ending December 31, 2010, 2011 and the five
months ending May 31, 2012 are approximately $556,000, $581,000 and $248,000, respectively. From inception (February 10, 1987) through December 31, 2009, expenditures for furniture, equipment and leasehold improvements aggregated
approximately $3,835,000.

In addition to amounts recorded on our Balance Sheet as of December 31, 2009, we are committed
to approximately $47,000 for sponsored research to academic and other external institutions, all of which is payable within the next twelve months. Under our agreements with academic institutions, we are required to make minimum annual royalty
payments approximating $70,000. Commitments for preclinical and clinical development expenses approximate $1,225,000, nearly all of which is payable within the next twelve months.

In June 2000, we received $247,300 from the Institute for the Study of Aging (the Institute), a non-profit foundation
supported by the Estee Lauder Trust. The advance partially offset our limited costs for our testing in patients with MCI that we conducted with our partner, Servier. Provided that we comply with the conditions of the funding agreement, including the
restricted use of the amounts received, repayment of the advance will not be required unless we enter an AMPAKINE compound into Phase III clinical trials for Alzheimers disease. Upon such potential clinical trials, repayment
would include interest computed at a rate equal to one-half of the prime lending rate. In lieu of cash, in the event of repayment the Institute may elect to receive the balance of outstanding principal and accrued interest as shares of our common
stock. The conversion price for such form of repayment shall initially equal $4.50 per share, subject to adjustment under certain circumstances.



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The following table sets forth our contractual obligations as of December 31, 2009:



|                              |  |                        |           |                 |   |           |  |           |         |                  |   |         |  |   |        
|----------------------------- |  | ---------------------- | --------- | --------------- | - | --------- |  | --------- | ------- | ---------------- | - | ------- |  | - | -------
|                              |  | Payments Due by Period
|Contractual Obligations       |  | Total                  |           | Less than1 Year |   | 1-3 Years |  | 3-5 Years |         | More than5 Years
|Operating Lease Obligations   |  | $                      | 1,385,000 |                 | $ | 556,000   |  | $         | 829,000 |                  | $ |        |  | $ |       
|Other Contractual Obligations |  |                        | 1,942,000 |                 |   | 1,342,000 |  |           | 140,000 |                  |   | 140,000 |  |   | 320,000
|                              |  |                        |           |                 |   |           |  |           |         |                  |   |         |  |   |        
|Total                         |  | $                      | 3,327,000 |                 | $ | 1,898,000 |  | $         | 969,000 |                  | $ | 140,000 |  | $ | 320,000
|                              |  |                        |           |                 |   |           |  |           |         |                  |   |         |  |   |        

Staffing

As of December 31, 2009, we had 13 full-time employees. We do not anticipate significant increases in the number of our full-time
employees within the coming year.

Plant and Equipment

We expect that we will require modest investments in plant and equipment within the coming year.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements within the meaning of Item 303(a)(4) of Regulation S-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks associated with interest rate fluctuations on our borrowing arrangement. We are not subject to
significant risks from currency rate fluctuations as we do not typically conduct transactions in foreign currencies. In addition, we do not utilize hedging contracts or similar instruments.

Our borrowing as of December 31, 2009 consisted solely of our advance from the Institute, which is subject to potential repayment in
the event that we enter an AMPAKINE compound into Phase III clinical testing as a potential treatment for Alzheimers disease. Potential repayment would include interest accruing at a discount to the prime lending rate. Changes
in interest rates generally affect the fair value of such debt, but, based upon historical activity, such changes are not expected to have a material impact on earnings or cash flows. As of December 31, 2009, the principal and accrued interest
of the advance amounted to approximately $316,000.

Item 8. Financial Statements and Supplementary Data

Our financial statements and other information required by this item are set forth herein in a separate section beginning with
the Index to Financial Statements on page F-1.



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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

Item 9A(T). Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act that are designed to
ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by report, pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of the end of the period covered by this report, were effective in timely alerting them to material information relating to the
Company required to be included in our periodic SEC filings.



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Managements Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Management conducted an assessment of the effectiveness, as of December 31, 2009, of our internal control over financial reporting, based on the framework established in
Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment under that framework, management concluded that our internal control over
financial reporting was effective as of December 31, 2009.

This Annual Report on Form 10-K does not include an
attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this Annual Report on Form 10-K.

There has been no change in our internal control over financial reporting during the most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



|                         
|-------------------------
|/s/ Mark A. Varney, Ph.D.
|Mark A. Varney, Ph.D.    
|(Chief Executive Officer)
|                         
|/s/ Maria S. Messinger   
|Maria S. Messinger       
|(Chief Financial Officer)

April 7, 2010

Item 9B. Other Information

None.



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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Nominees for Director

The names of the nominees for director and certain biographical information about them are set forth below:



|                              |  |     |  |                |  |                                                                                                                                                        
|----------------------------- |  | --- |  | -------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                          |  | Age |  | Director Since |  | Principal Occupation                                                                                                                                   
|                              |  |     | 
|Robert F. Allnutt(1)(3)       |  | 74  |  | 1995           |  | Senior Counselor, APCO Worldwide, Inc.                                                                                                                 
|                              |  |     | 
|John F. Benedik(2)(3)         |  | 62  |  | 2005           |  | Retired Senior Partner, Arthur Andersen LLP                                                                                                            
|                              |  |     | 
|Charles J. Casamento(1)(2)    |  | 64  |  | 1997           |  | Principal and Executive Director, The Sage Group, Inc.                                                                                                 
|                              |  |     | 
|Carl W. Cotman,
Ph.D.(4)      |  | 70  |  | 1991           |  | Professor of Neurology and Neurobiology and Behavior, University of California at Irvine; Co-Founder, Scientific Director and Consultant to the Company
|                              |  |     | 
|Peter F. Drake, Ph.D.(2)(3)   |  | 56  |  | 2003           |  | Managing General Partner, Mayflower Partners                                                                                                           
|                              |  |     | 
|M. Ross Johnson, Ph.D.(1) (4) |  | 65  |  | 2002           |  | President and Chief Executive Officer, Parion Sciences, Inc.                                                                                           
|                              |  |     | 
|Roger G. Stoll, Ph.D.         |  | 67  |  | 2002           |  | Executive Chairman of the Company                                                                                                                      
|                              |  |     | 
|Mark A. Varney,
Ph.D.(4)      |  | 43  |  | 2007           |  | President and Chief Executive Officer of the Company                                                                                                   



|(1) | Member of Compensation Committee
|--- | --------------------------------



|(2) | Member of Audit Committee
|--- | -------------------------



|(3) | Member of Governance and Nominations Committee
|--- | ----------------------------------------------



|(4) | Member of Research and Development Committee
|--- | --------------------------------------------

Robert F. Allnutt has been a director since December 1995 and served as Chairman of the Board from February 1999 until the
appointment of Roger G. Stoll, Ph.D. in August 2002. Since February 1995, Mr. Allnutt has been a senior counselor for APCO Worldwide, Inc., a public affairs and strategic communications company. Mr. Allnutt was Executive Vice President of
the Pharmaceutical Manufacturers Association (PhRMA) from 1985 until 1995 and was Vice President for Governmental Relations of Communications Satellite Corporation from 1984 until 1985. Prior to 1984, Mr. Allnutt held numerous
positions in the federal government for over 25 years, including 15 years at National Aeronautics and Space Administration (NASA), where he attained the position of Associate Deputy Administrator, the third highest ranking position in
the agency headquarters. Mr. Allnutt currently serves as Vice Chair of the board of directors of the American Hospice Foundation. He previously served as a director of several pharmaceutical-related public and private companies, and of numerous
charitable organizations including the National Health Council, the National Council on Aging, the National Medals of Science and Technology Foundation, and the NASA Alumni League. Mr. Allnutt holds a B.S. in Industrial Engineering from the
Virginia Polytechnic Institute and J.D. (with distinction) and L.L.M. degrees from George Washington University.



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We believe that Mr. Allnutts qualifications to serve on our Board include
valuable business and management insights based on his past experience as a senior staff member of PhRMA, along with his significant experience in both public and private health care organizations and his work within a federal agency at NASA for 15
years. His broad range of experience and knowledge of the U.S. legal environment provides unique expertise and perspective as a member of our board. Mr. Allnutt currently serves on both our Compensation Committee and our Governance and
Nominations Committee.

John F. Benedikwas appointed to the Board of Directors of the Company in December 2005. From
1970 to May 2003, Mr. Benedik worked at Arthur Andersen LLP, where he was admitted to the firms partnership in 1980. During his tenure with Arthur Andersen LLP, Mr. Benedik held a number of positions, including Division Head for the
Consumer Products and Services audit division of the New York area offices from 1994 to 1998, Managing Partner of the New Jersey office from 1999 to 2002 and Practice Director of the New York area offices from 1998 to 2002. From September 2002
to May 2003, Mr. Benedik was a Managing Director of Arthur Andersen LLP. Mr. Benedik served on the board of directors and the audit committee of the board of Aeroflex Incorporated, a global provider of high technology solutions to
aerospace, defense, cellular and broadband communications markets, from June 2004 until it was acquired in August 2007 by Veritas Capital in a transaction valued at approximately $1.1 billion. He currently serves as a board member and treasurer of
the American Conference on Diversity. Mr. Benedik, a retired Certified Public Accountant in New York and New Jersey, received a B.A. in English from Fordham College and an M.B.A from the Columbia University Graduate School of Business with a
concentration in accounting.

We believe that Mr. Benediks qualifications to serve on our Board include his more
than 30-years of experience working as a certified public accountant in the audit division at Arthur Andersen LLP, and his experience as a Managing Director of Arthur Andersen LLP. His experience and insights also help the Company assess risk
management and overall financial risks. Mr. Benediks financial expertise has proven invaluable to the Company, and he currently serves as the Chairman of our Audit Committee and a member of our Governance and Nominations Committee.

Charles J. Casamento has served as a director of the Company since July 1997. Since May 2007, Mr. Casamento has
been a Principal and Executive Director of The Sage Group, Inc., a provider of strategic and transactional assistance to healthcare companies in the pharmaceutical, diagnostic, medical device, biotechnology and life science fields. From October 2004
to April 2007, Mr. Casamento was President and Chief Executive Officer of Osteologix, Inc. a publicly held pharmaceutical company that develops products for potential use in treating osteoporosis. From 1999 to August 2004, Mr. Casamento
served as Chairman of the board, President and Chief Executive Officer of Questcor Pharmaceuticals, Inc., a publicly held biopharmaceutical company. Mr. Casamento formerly served as RiboGene, Inc.s Chairman of the board, President and
Chief Executive Officer from 1993 through 1999 until it merged with Cypros to form Questcor. He was co-founder, President and Chief Executive Officer of Interneuron Pharmaceuticals, a biopharmaceutical company, from March 1989 until May 1993. Prior
to that, Mr. Casamento has held senior management positions at a number of companies, including Senior Vice President, Pharmaceuticals and Strategic Planning for the Critical Care Division of American Hospital Supply; and finance, marketing and
business development positions with Johnson & Johnson, Hoffman-LaRoche, Inc. and Sandoz Inc. Mr. Casamento currently serves on the board of directors and as Chairman of the audit committee of Supergen, Inc., a publicly held
pharmaceutical company, and he serves on the board of directors and compensation committee of Vivus, Inc., a publicly held pharmaceutical company. He holds a B.S. in Pharmacy from Fordham University and an M.B.A. from Iona College.

We believe that Mr. Casamentos qualifications to serve on our Board include his significant experience in operational and
management roles within both large and small pharmaceutical companies, including Osteologix, Inc., Questcor Pharmaceuticals, Inc., Interneuron Pharmaceuticals and Hoffman-LaRoche, Inc. He also has extensive prior experience working in business
development and provides the Company with extremely useful expertise in developing its business base, as highlighted by his position as Executive Director at The Sage Group, a consulting company specializing in the pharmaceutical space.
Mr. Casamento also provides broad financial expertise that assists the Company in his current role on both our Audit Committee and Compensation Committee.



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Carl W. Cotman, Ph.D. is a co-founder of the Company. He has been a Scientific
Director of and consultant to the Company since October 1987, and has served as a director of the Company from March 1989 to October 1990 and since November 1991. Dr. Cotman is currently a Professor of Neurology and Neurobiology and Behavior at
the University of California, Irvine, where he also held various other teaching and research positions since he began his career there in 1968. Since 1995 he has also been the Director of the Institute for Brain Aging and Dementia at the University
of California, Irvine. He has chaired the Scientific Advisory Council of the Alzheimers Association and is currently a member of numerous professional associations and committees, including the National Institute of Aging Task Force and the
Bayer Consumer Care Nutrition Advisory Board. Dr. Cotman also serves on editorial boards of publications such as the Journal of Alzheimers Disease and Other Dementias. Dr. Cotman received his B.A. in Chemistry from Wooster College,
an M.A. in Analytical Chemistry from Wesleyan University, and a Ph.D. in Biochemistry from Indiana University.

We believe
that Dr. Cotmans qualifications to serve on our Board include his extensive scientific knowledge and understanding of drug discovery and potential pathways contributing to diseases of the central nervous system. His extensive scientific
background includes more than 40 years in various teaching and research positions at the University of California, Irvine, working in the fields of neurobiology, memory and cognition, and the basic mechanisms causing brain dysfunction in aging and
the development of Alzheimers disease. He currently is Chairman of our Research and Development Committee.

Peter F.
Drake, Ph.D. has served as a director of the Company since October 2003. Dr. Drake is currently the Managing General Partner of Mayflower Partners, a healthcare investment fund. From 1999 to 2002, he served as a Managing Director in the
Equity Research Department of Prudential Securities, Inc., after Prudential acquired Vector Securities International, an investment banking firm co-founded by Dr. Drake in 1988. Vector specialized in raising capital for emerging healthcare
companies and acted as an advisor in merger and alliance transactions in the healthcare area. [Dr. Drake also co-founded Deerfield Management and Vector Fund Management, both of which are healthcare hedge funds.] Dr. Drake joined the investment
banking firm of Kidder, Peabody & Co. as a Biotechnology Analyst in 1983, becoming a partner in 1986. He currently serves on the board of directors of Trustmark Insurance Co., a healthcare insurance provider, Penwest Pharmaceuticals, a
publicly traded drug delivery company, Sequoia Sciences, a private biotechnology company, and Rodman & Renshaw Capital Group, an investment bank that provides corporate finance, strategic advisory and related services to public and private
companies. Dr. Drake received a B.A. degree in Biology from Bowdoin College and attended the Wharton School of Business at the University of Pennsylvania. After receiving his Ph.D. in Biochemistry and Neurobiology from Bryn Mawr College, he
spent three years as a Senior Research Associate in the Department of Developmental Biology and Anatomy at Case Western Reserve University.

We believe that Dr. Drakes qualifications to serve on our Board include his extensive experience working as an executive in
the investment banking industry and his understanding of corporate finance and capital markets that he gained through his work at Kidder Peabody & Co., Vector Securities International, which he co-founded, and Prudential Securities, Inc.
With a Ph.D. in the neurosciences plus his capital markets expertise and experience, Dr. Drake provides a very unique set of qualifications and perspectives to assist with the development of the Company. He currently serves as Chairman of our
Governance and Nominations Committees and as a member of our Audit Committee.

M. Ross Johnson, Ph.D. has served as a
director of the Company since April 2002. Dr. Johnson is currently Chief Executive Officer, Chief Scientific Officer and President of Parion Sciences, Inc., a privately held pharmaceutical company that he co-founded in 1999. From 2002 to 2008,
Dr. Johnson served on the board of directors of ADVENTRX Pharmaceuticals, a biopharmaceutical company focused on the clinical development of antiviral and anticancer technologies. From 1995 to 1999, Dr. Johnson served as President, Chief
Executive Officer and Chief Scientific Officer of Trimeris Inc., a pharmaceutical company that he



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took public in 1997. From 1987 to 1994, he served as Vice President of Chemistry at Glaxo Inc., where he was part of the original scientific founding team for Glaxos research entry into the
United States. From 1971 to 1987, Dr. Johnson served in key scientific and research management positions with Pfizer Central Research. Dr. Johnson currently holds board positions with Parion Sciences, Inc. and the University of North
Carolina Education Advancement Board. He also serves on the Advisory Boards of the College of Chemistry at the University of California at Berkeley, the Department of Chemistry at the University of North Carolina at Chapel Hill, the Biomanufacturing
Research Institute and Technology Enterprise (BRITE) Center for Excellence located at North Carolina Central University and the Graduate Education Advisory Board at the University of North Carolina at Chapel Hill. He received his B.S. in Chemistry
from the University of California, Berkeley, and a Ph.D. in Organic Chemistry from the University of California, Santa Barbara.

We believe that Dr. Johnsons qualifications to serve on our Board include his extensive contributions to drug discovery and
development, which have resulted in over 300 scientific publications, patents and invited presentations, of which include 119 issued patents, and his experience working on several advisory boards, as a chief executive officer and chief scientific
officer of other private and public companies. His work experience at very large pharmaceutical companies and his expertise and success in the biotech start-up environment all lend to his considerable ability to help guide our Company. He currently
serves as Chairman of the Compensation Committee and as a member of our Research and Development Committee.

Roger G.
Stoll, Ph.D. has served as a director of the Company since April 2002, and served as Chairman, President and Chief Executive Officer of the Company from August 2002 to August 2008. In August 2008, Dr. Stoll became Executive Chairman of the
Company. From 2001 to 2002, Dr. Stoll served as a consultant to the venture capital industry. From 1998 to January 2001, Dr. Stoll served as Executive Vice President at Fresenius Medical Care-North America, with responsibility for the
Dialysis Products Division, Spectra Medical Services Division (diagnostic services), and the North American CIS group (computer information systems). From 1991 to 1998, he served as President and Chief Executive Officer of Ohmeda Inc., a
pharmaceutical and medical products company with worldwide sales of approximately $1 billion. He also was a member of the board of directors of BOC Group, PLC, now part of The Linde Group. From 1986 to 1991, Dr. Stoll served as a senior
executive at Bayer AG, where he rose to the position of Executive Vice President and General Manager of the worldwide diagnostic business group that managed direct sales, manufacturing, research and development and services in over 60 countries.
From 1976 to 1986, Dr. Stoll held positions of increasing responsibility at the American Critical Care division of American Hospital Supply Corporation (now Baxter), including President of American Critical Care from 1981 to 1986. He started
his industrial career in 1972 at The Upjohn Company, where he conducted Phase I  IV clinical pharmacology studies in humans. Dr. Stoll serves on the board of directors of Chelsea Therapeutics, a publicly held company focusing on the
acquisition, development and commercialization of products for the treatment of autoimmune diseases, inflammatory diseases and cancer. Dr. Stoll also serves on the board of directors of Delcath Systems, Inc., a publicly held company engaged in
the development and testing of systems for the treatment of liver cancer. Additionally, Dr. Stoll serves on the Alumni Advisory Board for the School of Pharmacy for the University of Connecticut. He obtained his B.S. in pharmacy from Ferris
State University and a Ph.D. in biopharmaceutics from the University of Connecticut. He also carried out post-doctoral studies in pharmacokinetics at the University of Michigan and has published over 30 scientific papers and contributed chapters in
textbooks in the field of drug kinetics.

We believe that Dr. Stolls qualifications to serve on our Board include
his substantial experience working as a consultant to the venture capital industry, his tenure as an executive officer at several large pharmaceutical and medical products companies, and his service on the board of directors of other public
biotechnology companies. Dr. Stoll provides the Board with valuable operational, strategic, leadership and management experience, and his varied experience allows him to provide financial and capital raising expertise to the Board and an
important perspective on issues facing biopharmaceutical companies. In addition, his service on the board of directors of other companies and his international business experience provide substantial corporate governance experience.



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Mark A. Varney, Ph.D. has served as a director since May 2007. Dr. Varney was
appointed Chief Scientific Officer and Chief Operating Officer in January 2006, and appointed President and Chief Executive Officer of the Company in August 2008. Prior to joining the Company Dr. Varney held the senior level position of Vice
President and Head of Discovery at Sepracor, Inc., a publicly held pharmaceutical company, from June 2004 to January 2006. From July 2003 to June 2004, Dr. Varney was Vice President of Drug Discovery at Bionomics, Ltd., a publicly held
biotechnology company that focuses on drugs to treat cancer and disorders of the central nervous system. From October 1994 to September 1999, Dr. Varney held positions of increasing responsibilities over his five-year tenure at SIBIA
Neurosciences, Inc., a biotechnology company including his most recent position as Director of Neuropharmacology. Upon the acquisition of SIBIA by Merck, Inc. in September 1999, he was appointed a Director at Mercks San Diego facility until
April 2003. Prior to SIBIA, he held research positions at Servier in France and Merck Sharp & Dohme in the U.K. Dr Varney received his B.Sc. in Biochemistry with honors from Surrey University, U.K. and completed his Ph.D. and postdoctoral
training at Oxford University, U.K.

We believe that Dr. Varneys qualifications to serve on our Board include his
position as the Companys President and Chief Executive Officer, and his experience working in senior level positions at Sepracor, Inc., Bionomics, Inc. and SIBIA (later as part of Merck, Inc). Dr. Varney provides the Board with both
technical and scientific expertise in drug discovery and drug development, research management, governmental regulations and strategic planning expertise that is important to the advancement of our research platform as well as to the overall success
of the Company.

Executive Officers

Each executive officer of the Company serves at the discretion of the Board of Directors. The names of the Companys executive
officers and certain biographical information about them are set forth below:



|                             |  |     |  |                                                                
|---------------------------- |  | --- |  | ---------------------------------------------------------------
|Name                         |  | Age |  | Position with Company                                          
|Roger G. Stoll, Ph.D.        |  | 67  |  | Executive Chairman                                             
|Mark A. Varney, Ph.D.        |  | 43  |  | President and Chief Executive Officer                          
|Pierre V. Trân, M.D., M.M.M. |  | 50  |  | Chief Medical Officer and Vice President, Clinical Development 
|Maria S. Messinger           |  | 42  |  | Vice President, Chief Financial Officer and Corporate Secretary
|James H. Coleman             |  | 68  |  | Senior Vice President, Business Development                    
|Steven A. Johnson            |  | 58  |  | Vice President, Preclinical Development                        

The biographical summaries for Drs. Stoll and Varney have been presented earlier. There are no family relationships between any director
or executive officer and any other director or executive officer.

Pierre V. Trân, M.D., M.M.M.was appointed
Chief Medical Officer and Vice President, Clinical Development in October 2007. Prior to joining the Company, from September 2004 to October 2007, he was the senior vice president and chief medical officer of XenoPort, Inc. From 2002 to July 2004,
Dr. Trân was global medical director, Joint Antidepressant Group, of Eli Lilly and Company. From 1992 to 2002, Dr. Trân was a physician in clinical research within the Neuroscience Group of Eli Lilly and Company.
Dr. Trân received an M.D. from the Université de Franche-Comté (Besançon) in France and a Masters in Medical Management from Tulane University. He completed his residency training at Duke University and



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earned board certification in general adult psychiatry. Dr. Trân holds an academic appointment as Assistant Consulting Professor in the Department of Psychiatry of Duke University.
Along with contributing to several books, he has extensive publications in peer-reviewed journals and has been a reviewer for the Journal of Clinical Psychiatry, the Journal of Clinical Psychopharmacology, Progress in
Neuropsychopharmacology & Biological Psychiatry, and the Journal of Psychiatric Research. Dr. Trân is a member of the American Psychiatric Association and the Society of Biological Psychiatry.

Maria S. Messinger was appointed Vice President, Chief Financial Officer and Corporate Secretary of the Company in December 1999.
She has served as Controller of the Company since September 1994. From August 1989 to September 1994, Ms. Messinger served in a progression of positions at Ernst & Young LLP, including her most recent position as an Audit Manager. She
holds a B.A. from the School of Business Administration and Economics at California State University, Fullerton and maintains an active license as a Certified Public Accountant in California.

James H. Coleman was appointed Senior Vice President, Business Development in May 2000. Prior to joining the Company,
Mr. Coleman was President and Senior Partner of Diversified Healthcare Management, Inc. (DHM), a biopharmaceutical and biotechnology consulting firm that he founded in 1997. From March 1999 to May 2000, the Company was a client of
DHM. During 1996, Mr. Coleman served as Vice President of Commercial Development at CoCensys, Inc., a biotechnology company, where he directed strategic planning and external business development. Mr. Coleman was also employed as an
executive at Pharmacia & Upjohn, Inc. for over 25 years, where he acquired extensive management expertise in new product development, global strategic marketing, sales, CNS research and clinical research trial methodologies.
Mr. Coleman holds a B.S. in Applied Biology from the University of Rhode Island.

Other Key Employees

Steven A. Johnson, Ph.D., 58, was appointed Vice President of Preclinical Development in January 2004 and appointed as an executive
officer of the Company in January 2007. Dr. Johnson has served as Director, Clinical Research from 2000 to 2003, Director, Biological Research from 1995 to 2000, and Senior Scientist of the Company from 1994 to 1995. From 1989 to 1994,
Dr. Johnson was a Research Assistant Professor in the School of Gerontology at the University of Southern California. Prior to that, he conducted research in the field of the molecular biology of development at the California Institute of
Technology, and conducted research in the field of molecular biology of Alzheimers disease at the University of Southern California. A recipient of numerous federal, state and private grants, Dr. Johnson has published more than 50
scientific papers. He received his B.S. in Food Science from Oregon State University and his Ph.D. in Molecular Biology from Purdue University.

Leslie J. Street, Ph.D., 51, was appointed Senior Director of Medicinal Chemistry in March 2007.
From October 2006 to January 2007, Dr. Street was the Senior Director and Head of Medicinal Chemistry at Renovis, Inc., a biopharmaceutical company engaged in the discovery and development of drugs to address neurological conditions and
neuroinflammatory disorders. From March 2006 to August 2006, he served as a consultant to Neurocrine Biosciences, Inc., a biopharmaceutical company focused on the discovery and development of therapeutics to treat diseases and disorders of the
central nervous system. From October 1985 to March 2006, Dr. Street conducted research at Mercks Neuroscience Research Center in the U.K., a division of Merck, Inc., with his most recent position as Distinguished Senior Investigator of
Medicinal Chemistry. During his tenure at Merck, Dr. Street was focused on drug discovery programs for treating migraine, cognitive disorders, anxiety and schizophrenia. He led medicinal chemistry teams that were successful in advancing several
clinical candidates in the central nervous system disease area, including the anti-migraine drug Rizatriptan (MAXALT®), which was approved by the Food and Drug Administration in 1998. Dr. Street has published nearly 50 peer-reviewed manuscripts and over 80 patents. He received his B.S. and his Ph.D. in Chemistry from Leeds University in the U.K.



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Scientific Consultants

In addition to Dr. Cotman, whose biographical summary has been presented earlier, the other key scientific consultant to the Company
is Gary S. Lynch, Ph.D. Gary D. Tollefson served as a consultant from April 2004 until his death in March 2009. Arvid M. Carlsson, M.D., Ph.D. serves as a consultant to the Board of Directors.

Gary S. Lynch, Ph.D., 66, is a co-founder of the Company. He has been a Scientific Director of and consultant to the Company since
October 1987 and served as a director of the Company from March 1988 to March 1989 and again from December 1994 to December 1995. Dr. Lynch has been a Professor in the Department of Psychiatry at the University of California, Irvine since 1981,
and has held various other teaching and research positions at that University since 1969. Dr. Lynch has authored or co-authored nearly 600 research publications in the areas of neurobiology, cognition and memory. Dr. Lynch holds a B.A.
from the University of Delaware and a Ph.D. from Princeton University.

Arvid Carlsson, M.D., Ph.D.,87,has been a consultant to the Company since April 2002. A co-recipient of the 2000 Nobel Prize for Medicine, Dr. Carlsson is Professor Emeritus at the University of Göteborg, and is a member of the Swedish Academy of Sciences and a
foreign affiliate of the U.S. National Academy of Sciences. Dr. Carlsson has authored several hundred articles, which have helped to form the basis of modern neuropsychopharmacology. In 1975, he was elected as a Foreign Corresponding Fellow of
The American College of Neuropsychopharmacology. In addition to the Nobel Prize, he has been the recipient of The Japan Prize in Psychology and Psychiatry, The Research Prize of the Lundbeck Foundation (Denmark) and the Lieber Prize (USA) for
research in schizophrenia. He was also the recipient of the Legion of Honour (France). Dr. Carlssons memberships include Member of the Academia Europaea, Member of the Royal Swedish Academy of Sciences, Honorary Fellow of the World
Federation of Societies of Biological Psychiatry, Honorary Foreign Associate of the Institute of Medicine, National Academy of Sciences, U.S.A. and Honorary Member of the German Society of Biological Psychiatry. Dr. Carlsson received his M.D.
and Ph.D. in Pharmacology from the University of Lund, Sweden.

Board Committees  Audit Committee

The Audit Committee meets with the Companys independent registered public accountants and management to prepare for and to review
the results of the annual audit and to discuss the annual and quarterly financial statements, earnings releases and related matters. The Audit Committee, among other things, (i) selects and retains the independent registered public accountants,
(ii) reviews with the independent registered public accountants the scope and anticipated cost of their audit, and their independence and performance, (iii) reviews accounting practices, financial structure and financial reporting,
(iv) receives and considers the registered public accountants comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls, (v) reviews and pre-approves all
audit and non-audit services provided to the Company by the independent registered public accountants, and (vi) reviews and pre-approves all related-party transactions. The Audit Committee does not itself prepare financial statements or perform
audits, and its members are not auditors or certifiers of the Companys financial statements.

During the fiscal year
ended December 31, 2009, the Audit Committee consisted of Mr. Benedik as Chairman of the Committee, Dr. Drake and Mr. Casamento. None of Mr. Benedik, Dr. Drake, or Mr. Casamento is or has been an officer or
employee of the Company and in all other respects meets the qualifications of an independent director as that term is used in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. The Audit Committee held four
(4) meetings with the independent registered public accountants during the fiscal year ended December 31, 2009 to discuss the annual audit of the financial statements for the fiscal year ended December 31, 2008, and the review of the
financial statements for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is available on the
Companys website at www.cortexpharm.com. The Companys Board of Directors has determined that Mr. Benedik, Chairman of the Audit Committee, qualifies as an audit committee financial expert under rules promulgated by the
Securities and Exchange Commission.



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Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten
percent of a registered class of our equity securities to file with the Securities and Exchange Commission (the SEC) initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
Officers, directors and ten-percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on the review of copies of such reports furnished to us and written
representations that no other reports were required, during the fiscal year ended December 31, 2009, all of our officers, directors and ten-percent stockholders complied with all applicable Section 16(a) filing requirements, with the
exception of Dr. Steven Johnson, an officer, who filed a Form 5 on February 2, 2010 to report an earlier sale of shares of our Common Stock by his spouse.

Code of Ethics

We have
adopted a Code of Business Conduct and Ethics, which covers all of our directors and employees, including our principal executive and financial officers. Any amendment to, or waiver from, any applicable provision (related to elements listed under
Item 406(b) of Regulation S-K) of our Code of Business Conduct and Ethics that applies to our directors or executive officers will be posted on our website at www.cortexpharm.com or in a report filed with the SEC on Form 8-K. A copy of
our Code of Business Conduct and Ethics is available free of charge upon written request to our Corporate Secretary at 15241 Barranca Parkway, Irvine, California 92618.

Item 11. Executive Compensation

Compensation Discussion and Analysis

Overview of Compensation Program. The individuals who served as the Companys Chief Executive Officer and Chief Financial
Officer during the year ended December 31, 2009, as well as the other individuals included in the Summary Compensation Table on page 46, are referred to as the named executive officers.

The Compensation Committee of the Board has responsibility for establishing, implementing and monitoring adherence with the
Companys compensation philosophy. The Compensation Committee ensures that the total compensation paid to the named executive officers is fair, reasonable and competitive.

Compensation Philosophy and Objectives. The Compensation Committee believes that the most effective executive compensation program
is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company, and which aligns executives interests with those of the stockholders by rewarding performance above established goals, with the
ultimate objective of improving stockholder value. The Compensation Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that
compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of its peer companies. To that end, the Compensation Committee believes executive compensation packages provided by the
Company to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions.The Compensation Committee makes all compensation decisions for the named
executive officers and approves recommendations regarding non-equity



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and equity awards to all elected officers of the Company. The Chief Executive Officer annually reviews the performance of each member of the named executive officers (other than the Chief
Executive Officer, whose performance is reviewed by the Compensation Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the
Compensation Committee, who can exercise its discretion in modifying any recommended adjustments or awards to executives.

Setting Executive Compensation.Based on the foregoing objectives, the Compensation Committee has structured the Companys
annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. In furtherance of this, the Compensation
Committee may utilize outside consultants on an as needed basis.

On an annual basis, the Compensation Committee reviews the
objectives for each named executive officer, as compiled individually by each named executive officer with the Chief Executive Officer. The recommendations of the Compensation Committee are included in the finalized performance objectives for each
named executive officer for the coming year. At the end of the year, the Compensation Committee reviews the performance of each named executive officer in achieving the established objectives. These results are included with the overall performance
review provided by the Chief Executive Officer, after which the Compensation Committee votes upon any recommendations for salary adjustments, stock option grants and cash incentives. The Chief Executive Officer then executes the actions recommended
by the Compensation Committee with respect to such matters.

A significant percentage of total compensation is allocated to
incentives as a result of the philosophy mentioned above. There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Rather, the Compensation Committee reviews
information provided by the mentioned salary surveys to determine the appropriate level and mix of incentive compensation. Income from such incentive compensation is realized as a result of the performance of the Company or the individual, depending
on the type of award, compared to established goals.

2009 Executive Compensation Components

For the fiscal year ended December 31, 2009, the principal components of compensation for named executive officers were:
(i) base salary; (ii) variable performance awards payable in cash, stock or stock options and tied to the achievement of certain goals; (iii) long-term stock-based incentive awards that strengthen the mutuality of interests between
the named executive officers and the Companys stockholders; and (iv) perquisites and other personal benefits.

Base Salary

The Company provides named executive officers and other employees with base salary to compensate them for services rendered
during the fiscal year. The base salary levels for the named executive officers were recommended by the Compensation Committee and established by the Board of Directors for the fiscal year ended December 31, 2009 in accordance with the terms of
their employment arrangements with the Company (with respect to Dr. Roger G. Stoll, Dr. Mark A. Varney, Dr. Pierre V. Trân and Mr. James H. Coleman, see Employment and Consulting Agreements),
if applicable, as well as on the basis of the following factors: personal performance, the estimated salary levels in effect for similar positions (as defined by salary surveys comprising companies of similar size within the pharmaceutical/biotech
fields with which the Company competes for executive talent), and internal comparability considerations.

Salary levels are
typically considered annually as part of the Companys performance review process as well as upon a promotion or other change in job responsibility. Merit based increases to salaries of named executive officers are based on the Compensation
Committees assessment of the individuals performance.



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Annual Incentive Compensation

The Compensation Committee, in consultation with the Chief Executive Officer (except where the Chief Executive
Officers compensation is being determined), may award annual incentives based upon performance targets to named executive officers and other employees. The Compensation Committee may also award bonuses in cases where such performance targets
are not met if it determines that the circumstances warrant such action. For the fiscal year ended December 31, 2009, the performance targets for the named executive officers included, but were not limited to, making clinical progress with the
Companys AMPAKINE® technology, securing additional finances and operating within
established financial expectations. The weight given to each factor varied from individual to individual. Additionally, each named executive officer has a discretionary portion of the annual incentive linked to achievement of non-financial goals,
which differ depending upon the responsibilities of the named executive officer in question.

In June 2004, the Board of
Directors approved a performance-based incentive compensation program for named executive officers that included cash bonus targets of 20% of respective annual base salaries. Actual bonus amounts may differ from the established targets based upon
the performance of the Company, as well as that of the individual named executive officer, as compared to established goals. For the years ended December 31, 2007, 2008 and 2009, no performance bonuses were awarded to the named executive
officers.

Long-Term Incentive Compensation

The 2006 Stock Incentive Plan was approved by the Companys stockholders at the 2006 Annual Meeting of Stockholders and is the
successor plan to the 1996 Stock Incentive Plan, which expired on October 25, 2006. Under the 2006 Stock Incentive Plan, the Compensation Committee may award incentive stock options, nonqualified stock options, restricted stock grants, stock
payment awards, stock appreciation rights, restricted stock units and dividend equivalents. The 2006 Stock Incentive Plan provides the Compensation Committee with the ability to align the interests of the named executive officers with those of the
stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. The number of shares subject to each award is based upon the named executive
officers tenure, level of responsibility and relative position in the Company. During the fiscal year ended December 31, 2009, stock options totaling 2,799,000 shares were granted to employees under the 2006 Stock Incentive Plan. Of the
2,799,000 stock options granted under the 2006 Stock Incentive Plan, 1,856,000 were granted as long-term incentive compensation to the named executive officers.

The exercise price for the stock options is no less than the fair market value of the stock on the date of the grant. Options generally
vest at a rate of 33 1/3% per year starting on the anniversary date of the option grant and are contingent upon the officers continued employment with the Company. Accordingly, the option will provide a return to the named executive
officer only if he or she remains in the Companys employment and the market price of the Companys Common Stock appreciates over the option term.

Annual awards of stock options to named executive officers are made at the discretion of the Compensation Committee. Newly-hired named
executive officers receive their award of stock options on their first date of employment, as approved in advance by the Compensation Committee.



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Ownership Guidelines

To better align the interests of the Companys named executive officers with those of its stockholders, to create ownership focus and
to build long-term commitment, the Company has adopted a Common Stock ownership policy for its named executive officers. The policy requires named executive officers to acquire and maintain ownership of at least 30,000 shares of the Companys
Common Stock before December 16, 2007, or within three years of commencement of service as a named executive officer, whichever is later. Thereafter, the policy provides for the withholding of salary increases and bonus payments, until the
share ownership level has been achieved and maintained by such named executive officer. The Board of Directors has determined that all named executive officers are currently in compliance with the above Common Stock ownership policy.

Perquisites and Other Personal Benefits

The Company provides named executive officers with perquisites and other personal benefits that the Compensation Committee believes are
reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal
benefits provided to named executive officers.

Upon relocation, named executive officers may receive, at the discretion of
the Compensation Committee, a relocation allowance and a mortgage interest subsidy, whereby the Company will pay a specified percentage of the principal amount of a mortgage on a named executive officers primary residence during a specified
period of time, subject to continued employment of the named executive officer by the Company.

Attributed costs of the
perquisites and other personal benefits described above for the named executive officers for the fiscal year ended December 31, 2009, are included in the column titled, All Other Compensation of the Summary Compensation
Table on page 46.

The Company has entered into severance agreements with certain key employees, including the named
executive officers. In March 2009, the Company also entered into retention agreements with certain key employees including the named executive officers, as described under the heading Transactions with Related Persons on page 62. The
severance agreements and the retention agreements are designed to promote stability and continuity of senior management. Information regarding applicable payments under severance agreements for each of the named executive officers is provided under
the headings Potential Payments Upon Termination or Change-in-Control and Employment and Consulting Agreements on pages 51 and 53, respectively.

Tax and Accounting Implications

Deductibility of Executive Compensation. The Compensation Committee has reviewed the Companys executive compensation plans to
determine if revisions may be necessary due to provisions of Section 162(m) of the Internal Revenue Code, which generally disallows a tax deduction to public corporations for compensation paid to any of the Companys executive officers in
excess of $1,000,000 during any fiscal year. It is the current policy of the Compensation Committee to preserve, to the extent reasonably possible, the Companys ability to obtain a corporate tax deduction for compensation paid to executive
officers of the Company to the extent consistent with the best interests of the Company and its stockholders.

Nonqualified
Deferred Compensation.On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation



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arrangements. Compliance with the final regulations is not yet required, if, as is the case, the Company has operated all of its compensation plans, programs and other
arrangements on the basis of a reasonable, good faith interpretation of the statutory provisions and the official guidance published by the Internal Revenue Service since January 1, 2005.

Accounting for Stock-Based Compensation.Commencing on January 1, 2006, the Company began accounting for stock-based
payments, including its 2006 Stock Incentive Plan, in accordance with the requirements of FASB Accounting Standards Codification 718.



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Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the named executive officers for the fiscal years ended
December 31, 2009, 2008 and 2007. Other than the hiring bonuses incurred in 2007 in connection with the addition of the Companys Chief Medical Officer, Dr. Pierre Trân, the named executive officers did not earn any cash bonus
payments during the fiscal years ended December 31, 2009, 2008 or 2007. The information under the heading, Stock Awards for all applicable named executive officers includes the fair market value of shares of the Companys
common stock issued in exchange for accrued paid time off in excess of fifty (50) days, as explained more fully below. The information contained under the heading, Option Awards for all named executive officers includes the
estimated value of equity awards using the Black-Scholes option pricing model as of the grant date of such awards, as explained more fully below, and does not reflect actual cash payments or actual dollars awarded.



|                                          |  |      |  |            |         |           |   |        |                   |  |                    |        |                             |   |         |           |   |         |      |  |   |        
|----------------------------------------- |  | ---- |  | ---------- | ------- | --------- | - | ------ | ----------------- |  | ------------------ | ------ | --------------------------- | - | ------- | --------- | - | ------- | ---- |  | - | -------
|Name and Principal Position               |  | Year |  | Salary ($) |         | Bonus ($) |   |        | StockAwards($)(1) |  | OptionAwards($)(2) |        | All OtherCompensation($)(3) |   |         | Total ($)
|Roger G. Stoll, Ph.D.                     |  | 2009 |  | $          | 305,250 |           |   |       |                   |  |                    |       |                             | $ | 93,552  |           |   |        |      |  | $ | 398,802
|Executive Chairman                        |  | 2008 |  | $          | 370,000 |           |   |       |                   |  |                    |       |                             | $ | 87,280  |           |   |        |      |  | $ | 457,280
|                                          |  | 2007 |  | $          | 350,000 |           |   |       |                   |  |                    |       |                             | $ |        |           | $ | 37,168  | (4)  |  | $ | 387,168
|                                          |  |      |  |            |         |           |  
|Mark A. Varney, Ph.D.                     |  | 2009 |  | $          | 298,650 |           |   |       |                   |  |                    |       |                             | $ | 97,706  |           | $ | 68,800  | (5)  |  | $ | 465,156
|President and Chief                       |  | 2008 |  | $          | 347,277 |           |   |       |                   |  |                    |       |                             | $ | 241,933 |           | $ | 88,000  | (6)  |  | $ | 677,210
|Executive Officer                         |  | 2007 |  | $          | 318,000 |           |   |       |                   |  |                    |       |                             | $ |        |           | $ | 147,545 | (7)  |  | $ | 465,545
|                                          |  |      |  |            |         |           |  
|Pierre V. Trân, M.D., M.M.M. (8)          |  | 2009 |  | $          | 251,625 |           |   |       |                   |  |                    |       |                             | $ | 8,308   |           | $ | 68,400  | (10) |  | $ | 328,333
|Chief Medical Officer and                 |  | 2008 |  | $          | 305,000 |           |   |       |                   |  |                    |       |                             | $ | 21,820  |           | $ | 86,400  | (10) |  | $ | 413,220
|Vice President of Clinical
Development    |  | 2007 |  | $          | 63,542  |           | $ | 80,000 | (9)               |  |                    |       |                             | $ | 390,694 |           | $ | 18,000  | (10) |  | $ | 552,236
|                                          |  |      |  |            |         |           |  
|Maria S. Messinger, CPA                   |  | 2009 |  | $          | 200,475 |           |   |       |                   |  |                    |       |                             | $ | 63,143  |           |   |        |      |  | $ | 263,618
|Vice President, Chief                     |  | 2008 |  | $          | 243,000 |           |   |       |                   |  | $                  | 14,870 |                             | $ | 43,640  |           |   |        |      |  | $ | 301,510
|Financial Officer and
Corporate Secretary |  | 2007 |  | $          | 225,000 |           |   |       |                   |  |                    |       |                             | $ |        |           |   |        |      |  | $ | 225,000
|                                          |  |      |  |            |         |           |  
|James H. Coleman                          |  | 2009 |  | $          | 206,250 |           |   |       |                   |  |                    |       |                             | $ | 45,696  |           | $ | 9,279   | (11) |  | $ | 261,225
|Senior Vice President,                    |  | 2008 |  | $          | 250,000 |           |   |       |                   |  | $                  | 5,464  |                             | $ | 43,640  |           | $ | 9,280   | (11) |  | $ | 308,384
|Business Development                      |  | 2007 |  | $          | 240,000 |           |   |       |                   |  |                    |       |                             | $ |        |           | $ | 9,280   | (11) |  | $ | 249,280



|(1) | Amounts represent the fair market value of shares issued in exchange for cancellation of accrued paid time off in excess of fifty (50) days as of the end of May
2008, based upon the employees current rate of compensation per day. The exchange took place on May 30, 2008 based on the closing price per share of the Companys common on the NYSE Amex of $0.78 on such date and rounded to the
nearest whole share. In connection with the transaction, Ms. Messinger and Mr. Coleman received 19,064 and 7,005 shares of the Companys common stock, respectively. The shares of the Companys common stock were issued under the
Companys 2006 Stock Incentive Plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Amounts represent the aggregate grant date estimated fair value of the option award using the Black-Scholes option pricing model. Assumptions used in the calculation of
these amounts are included in footnote 1 to the Companys audited financial statements for the fiscal year ended December 31, 2009, included in this Annual Report on Form 10-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | In accordance with Securities and Exchange Commission rules, Other Annual Compensation in the form of perquisites and other personal benefits has been
omitted where the aggregate amount of such perquisites and other personal benefits was less than $10,000.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Amount represents reimbursement of certain of Dr. Stolls deferred moving expenses.
|--- | -----------------------------------------------------------------------------------



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|(5) | Represents payments by the Company to Dr. Varney under the terms of his employment agreement and related to his relocation to southern California, including
$43,000 for a mortgage subsidy, subject to a gross-up of $25,800, to cover his additional income tax liabilities. See Employment and Consulting Agreements on page 53.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Represents payments by the Company to Dr. Varney under the terms of his employment agreement and related to his relocation to southern California, including
$55,000 for a mortgage subsidy, subject to a gross-up of $33,000, to cover his additional income tax liabilities. See Employment and Consulting Agreements on page 53.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Represents payments by the Company to Dr. Varney under the terms of his employment agreement and related to Dr. Varneys relocation to southern
California, including $61,000 for a mortgage subsidy, subject to a gross-up of $36,600, to cover his additional income tax liabilities, and $49,945 to reimburse certain costs related to the sale of his former residence. See Employment and
Consulting Agreements on page 53.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Dr. Trân was named Chief Medical Officer and Vice President of Clinical Development in October 2007.
|--- | ----------------------------------------------------------------------------------------------------



|(9) | Represents payment by the Company to Dr. Trân under his employment agreement to compensate him for his lost bonus opportunity as a result of his departure
from his prior employer in order to join the Company in October 2007. See Employment and Consulting Agreements on page 53.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) | Represents amounts paid by the Company to Dr. Trân under his employment agreement for his temporary housing in connection with his relocation to southern
California, which amounts were subject to a gross-up of approximately $25,650, $32,400 and $6,750 for the years ended December 31, 2009, 2008 and 2007, respectively, to cover related income tax liabilities. See Employment and Consulting
Agreements on page 53.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | Represents premiums for life insurance for Mr. Coleman, in lieu of participation in the Companys medical benefit plans.
|---- | ------------------------------------------------------------------------------------------------------------------------

The table below details the cash and estimated values for the non-cash components of the above summary compensation information for each
named executive officer for the years ended December 31, 2009, 2008 and 2007. The non-cash components include the estimated value of equity awards using the Black-Scholes option pricing model, as described more fully in the table above.



|                                            |  |      |  |                            |         |                                |   |           |  |   |        
|------------------------------------------- |  | ---- |  | -------------------------- | ------- | ------------------------------ | - | --------- |  | - | -------
|Name and Principal Position                 |  | Year |  | Total CashCompensation ($) |         | Total Non-cashCompensation ($) |   | Total ($)
|Roger G. Stoll, Ph.D.                       |  | 2009 |  | $                          | 305,250 |                                | $ | 93,552    |  | $ | 398,802
|Executive Chairman                          |  | 2008 |  | $                          | 370,000 |                                | $ | 87,280    |  | $ | 457,280
|                                            |  | 2007 |  | $                          | 387,168 |                                |   |          |  | $ | 387,168
|                                            |  |      |  |                           
|Mark A. Varney, Ph.D.                       |  | 2009 |  | $                          | 367,450 |                                | $ | 97,706    |  | $ | 465,156
|President and Chief Executive Officer       |  | 2008 |  | $                          | 435,277 |                                | $ | 241,933   |  | $ | 677,210
|                                            |  | 2007 |  | $                          | 465,545 |                                |   |          |  | $ | 465,545
|                                            |  |      |  |                           
|Pierre V. Trân, M.D., M.M.M.                |  | 2009 |  | $                          | 320,025 |                                | $ | 8,308     |  | $ | 328,333
|Chief Medical Officer and                   |  | 2008 |  | $                          | 391,400 |                                | $ | 21,820    |  | $ | 413,220
|Vice President of Clinical Development      |  | 2007 |  | $                          | 161,542 |                                | $ | 390,694   |  | $ | 552,236
|                                            |  |      |  |                           
|Maria S. Messinger, CPA                     |  | 2009 |  | $                          | 200,475 |                                | $ | 63,143    |  | $ | 263,618
|Vice President, Chief Financial Officer and |  | 2008 |  | $                          | 243,000 |                                | $ | 58,510    |  | $ | 301,510
|Corporate Secretary                         |  | 2007 |  | $                          | 225,000 |                                |   |          |  | $ | 225,000
|                                            |  |      |  |                           
|James H. Coleman                            |  | 2009 |  | $                          | 215,529 |                                | $ | 45,696    |  | $ | 261,225
|Senior Vice President, Business Development |  | 2008 |  | $                          | 259,280 |                                | $ | 49,104    |  | $ | 308,384
|                                            |  | 2007 |  | $                          | 249,280 |                                |   |          |  | $ | 249,280



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##### Table of Contents

Grants of Plan Based Awards

The table below sets forth grants of plan-based awards to each of the named executive officers during the fiscal year ended
December 31, 2009.



|                             |  |            |  |                                                                  |  |                                                              |        |                                                                 |   |                                           |  |                                                  |  |         |  |   |      |  |   |       
|---------------------------- |  | ---------- |  | ---------------------------------------------------------------- |  | ------------------------------------------------------------ | ------ | --------------------------------------------------------------- | - | ----------------------------------------- |  | ------------------------------------------------ |  | ------- |  | - | ---- |  | - | ------
|                             |  |            |  | Estimated Future Payouts
UnderNon-Equity Incentive PlanAwards(1) |  | All OtherStock Awards:Number ofShares
ofStock or Units(#)(2) |        | All OtherOption Awards:Number
ofSecuritiesUnderlyingOptions (#) |   | Exerciseor BasePrice
ofOptionAwards($/Sh) |  | Grant DateFair Valueof Stockand
OptionAwards ($)
|Name                         |  | Grant Date |  | Threshold($)                                                     |  | Target($)                                                    |        | Maximum($)                                                      |   |                                           |  |                                                 
|Roger G. Stoll, Ph.D.        |  | 08/22/2009 |  |                                                                 |  |                                                              |       |                                                                 |   |                                          |  |                                                 |  | 563,000 |  | $ | 0.20 |  | $ | 93,552
|                             |  | N/A        |  |                                                                 |  | $                                                            | 74,000 |                                                                 | $ | 74,000                                    |  |                                                 |  |        |  |   |     |  |   | N/A   
|Mark A. Varney, Ph.D.        |  | 08/22/2009 |  |                                                                 |  |                                                              |       |                                                                 |   |                                          |  |                                                 |  | 588,000 |  | $ | 0.20 |  | $ | 97,706
|                             |  | N/A        |  |                                                                 |  | $                                                            | 72,400 |                                                                 | $ | 72,400                                    |  |                                                 |  |        |  |   |     |  |   | N/A   
|Pierre V. Tran, M.D., M.M.M. |  | 08/22/2009 |  |                                                                 |  |                                                              |       |                                                                 |   |                                          |  |                                                 |  | 50,000  |  | $ | 0.20 |  | $ | 8,308 
|                             |  | N/A        |  |                                                                 |  | $                                                            | 61,000 |                                                                 | $ | 91,500                                    |  |                                                 |  |        |  |   |     |  |   | N/A   
|Maria S. Messinger, CPA      |  | 08/22/2009 |  |                                                                 |  |                                                              |       |                                                                 |   |                                          |  |                                                 |  | 380,000 |  | $ | 0.20 |  | $ | 63,143
|                             |  | N/A        |  |                                                                 |  | $                                                            | 48,600 |                                                                 | $ | 48,600                                    |  |                                                 |  |        |  |   |     |  |   | N/A   
|James H. Coleman             |  | 08/22/2009 |  |                                                                 |  |                                                              |       |                                                                 |   |                                          |  |                                                 |  | 275,000 |  | $ | 0.20 |  | $ | 45,696
|                             |  | N/A        |  |                                                                 |  | $                                                            | 50,000 |                                                                 | $ | 125,000                                   |  |                                                 |  |        |  |   |     |  |   | N/A   



|(1) | The amounts shown reflect the target and maximum amounts based on an individuals current salary and position that can be received under the Companys
performance-based incentive compensation program and the terms of such individuals employment agreement, if applicable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Narrative to Summary Compensation Table and Grants of Plan Based Awards Table

See Compensation Discussion and Analysis on page 41 and Employment and Consulting Agreements on page 53 for
further discussion of compensation arrangements pursuant to which the amounts listed under the Summary Compensation Table and Grants of Plan-Based Awards Table were paid or awarded and the criteria for such payment or award.



- 48 -



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##### Table of Contents

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding unvested stock awards as of December 31, 2009. The table below relates solely to outstanding option awards
as of December 31, 2009. Except as noted in the footnotes below, the options listed below vest at a rate of 33 1/3% per year commencing on the first anniversary of the date of grant and have a ten-year term.



|                             |  |                                                                |     |  |                                                                  |  |                                                                                        |  |                     |      |                      |           
|---------------------------- |  | -------------------------------------------------------------- | --- |  | ---------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | ------------------- | ---- | -------------------- | ----------
|Name                         |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |     |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable |  | EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions
(#) |  | OptionExercisePrice |      | OptionExpirationDate
|Roger G. Stoll, Ph.D.        |  |                                                               |     |  | 563,000                                                          |  |                                                                                       |  | $                   | 0.20 |                      | 08/22/2019
|                             |  | 66,667                                                         |     |  | 133,333                                                          |  |                                                                                       |  | $                   | 0.54 |                      | 01/18/2018
|                             |  | 300,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 1.30 |                      | 12/18/2016
|                             |  | 205,017                                                        | (1) |  |                                                                 |  |                                                                                       |  | $                   | 2.95 |                      | 02/09/2016
|                             |  | 300,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.35 |                      | 12/01/2015
|                             |  | 300,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.68 |                      | 12/16/2014
|                             |  | 600,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.76 |                      | 12/09/2013
|                             |  | 14,545                                                         | (2) |  |                                                                 |  |                                                                                       |  | $                   | 4.40 |                      | 09/02/2013
|                             |  | 1,061                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 3.77 |                      | 08/29/2013
|                             |  | 2,326                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.72 |                      | 07/31/2013
|                             |  | 2,222                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.80 |                      | 06/30/2013
|                             |  | 2,247                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.78 |                      | 05/30/2013
|                             |  | 3,604                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.11 |                      | 04/30/2013
|                             |  | 5,556                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 0.72 |                      | 03/31/2013
|                             |  | 5,634                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 0.71 |                      | 02/28/2013
|                             |  | 600,000                                                        | (4) |  |                                                                 |  |                                                                                       |  | $                   | 0.78 |                      | 08/13/2012
|                             |  | 30,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 2.68 |                      | 04/09/2012
|Mark A. Varney, Ph.D.        |  |                                                               |     |  | 588,000                                                          |  |                                                                                       |  | $                   | 0.20 |                      | 08/22/2019
|                             |  | 66,667                                                         |     |  | 133,333                                                          |  |                                                                                       |  | $                   | 0.97 |                      | 08/13/2018
|                             |  | 66,667                                                         |     |  | 133,333                                                          |  |                                                                                       |  | $                   | 0.54 |                      | 01/18/2018
|                             |  | 250,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 1.30 |                      | 12/18/2016
|                             |  | 750,000                                                        | (5) |  |                                                                 |  |                                                                                       |  | $                   | 2.95 |                      | 01/30/2016
|Pierre V. Trân, M.D., M.M.M. |  |                                                               |     |  | 50,000                                                           |  |                                                                                       |  | $                   | 0.20 |                      | 08/22/2019
|                             |  | 16,667                                                         |     |  | 33,333                                                           |  |                                                                                       |  | $                   | 0.54 |                      | 01/18/2018
|                             |  | 497,916                                                        | (6) |  | 252,084                                                          |  |                                                                                       |  | $                   | 0.66 |                      | 10/16/2017
|Maria S. Messinger, CPA      |  |                                                               |     |  | 380,000                                                          |  |                                                                                       |  | $                   | 0.20 |                      | 08/22/2019
|                             |  | 33,334                                                         |     |  | 66,666                                                           |  |                                                                                       |  | $                   | 0.54 |                      | 01/18/2018
|                             |  | 125,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 1.30 |                      | 12/18/2016
|                             |  | 100,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.35 |                      | 12/01/2015
|                             |  | 100,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.68 |                      | 12/16/2014
|                             |  | 75,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 2.76 |                      | 12/09/2013
|                             |  | 663                                                            | (3) |  |                                                                 |  |                                                                                       |  | $                   | 3.77 |                      | 08/29/2013
|                             |  | 1,453                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.72 |                      | 07/31/2013
|                             |  | 1,389                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.80 |                      | 06/30/2013
|                             |  | 1,404                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.78 |                      | 05/30/2013
|                             |  | 2,252                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.11 |                      | 04/30/2013
|                             |  | 3,472                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 0.72 |                      | 03/31/2013
|                             |  | 3,521                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 0.71 |                      | 02/28/2013
|                             |  | 50,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 0.75 |                      | 12/16/2012
|                             |  | 40,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 2.27 |                      | 04/24/2011
|James H. Coleman             |  |                                                               |     |  | 275,000                                                          |  |                                                                                       |  | $                   | 0.20 |                      | 08/22/2019
|                             |  | 33,334                                                         |     |  | 66,666                                                           |  |                                                                                       |  | $                   | 0.54 |                      | 01/18/2018
|                             |  | 125,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 1.30 |                      | 12/18/2016
|                             |  | 100,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.35 |                      | 12/01/2015
|                             |  | 100,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 2.68 |                      | 12/16/2014
|                             |  | 75,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 2.76 |                      | 12/09/2013
|                             |  | 840                                                            | (3) |  |                                                                 |  |                                                                                       |  | $                   | 3.77 |                      | 08/29/2013
|                             |  | 1,841                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.72 |                      | 07/31/2013
|                             |  | 1,759                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.80 |                      | 06/30/2013
|                             |  | 1,779                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.78 |                      | 05/30/2013
|                             |  | 2,853                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 1.11 |                      | 04/30/2013
|                             |  | 4,398                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 0.72 |                      | 03/31/2013
|                             |  | 4,460                                                          | (3) |  |                                                                 |  |                                                                                       |  | $                   | 0.71 |                      | 02/28/2013
|                             |  | 50,000                                                         | (7) |  |                                                                 |  |                                                                                       |  | $                   | 0.80 |                      | 02/11/2013
|                             |  | 100,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 0.75 |                      | 12/16/2012
|                             |  | 50,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 2.11 |                      | 10/09/2011
|                             |  | 125,000                                                        |     |  |                                                                 |  |                                                                                       |  | $                   | 3.02 |                      | 05/17/2010
|                             |  | 50,000                                                         |     |  |                                                                 |  |                                                                                       |  | $                   | 3.02 |                      | 05/10/2010



- 49 -



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##### Table of Contents

|(1) | Dr. Stoll received options in lieu of cash reimbursement of real estate expenses incurred in connection with the relocation of his principal residence to southern
California. These options were fully vested on the date of grant and have an exercise price equal to $2.95, representing the closing price of the Companys Common Stock on the NYSE Amex on the grant date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Beginning in May 2003, Dr. Stoll voluntarily deferred his entire base salary, as previously reduced. In September 2003, Dr. Stoll agreed to accept stock
options to purchase 14,545 shares of the Companys Common Stock in lieu of this deferred salary. The number of options issued represents $64,000 of his deferred salary divided by the closing sale price of the Companys Common Stock on the
NYSE Amex on the date that Dr. Stolls salary was re-instated in September 2003. These options were fully vested on the date of grant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Represents stock options issued in lieu of a portion of base salary. The number of options issued represents the dollar value of base salary not received by the named
executive officer divided by the closing sale price of the Companys Common Stock on the NYSE Amex on the last trading day of the month during which the portion of base salary was not received by the named executive officer. These options were
fully vested on the date of grant.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | In connection with his employment, Dr. Stoll was granted options to purchase 600,000 shares of Common Stock at an exercise price of $0.78 per share, representing
the closing price of the Companys Common Stock on the NYSE Amex on the date of grant. Of the 600,000 options granted, 200,000 options vested immediately. Another 200,000 options vested upon securing the amendment to the Companys
agreement with Les Laboratoires Servier in October 2002. The remaining 200,000 options vested upon the achievement of pre-determined milestones, all of which were met by the beginning of 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | In connection with his employment, Dr. Varney was granted options to purchase 750,000 shares of Common Stock at an exercise price of $2.95 per share, representing
the closing price of the Companys Common Stock on the date of grant. Of the 750,000 options granted, 100,000 options vested upon his first date of employment on January 30, 2006; 100,000 options vested one-year from his initial date of
employment, or January 30, 2007; and 550,000 options vested in equal annual installments over a three-year period from the date of grant.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | In connection with his employment, Dr. Trân was granted options to purchase 750,000 shares of Common Stock at an exercise price of $0.66 per share,
representing the closing price of the Companys Common Stock on the date of grant. Of the 750,000 options granted, 200,000 options vested upon his first date of employment on October 16, 2007 and 550,000 options shall vest in equal monthly
installments over a four-year period from the date of grant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | During 2003, Mr. Coleman agreed to accept stock options in lieu of the cash bonus provided in his employment agreement. These options were fully vested on the date
of grant and have an exercise price per share equal to $0.80, representing the closing price of the Companys Common Stock on the NYSE Amex on the grant date.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 50 -



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##### Table of Contents

Option Exercises and Stock Vested

None of the Companys named executive officers exercised any options to purchase shares of the Companys common stock or had any
outstanding unvested stock awards during the year ended December 31, 2009.

Potential Payments Upon Termination or Change-in-Control

The table below reflects the amount of compensation payable to each of the named executive officers of the Company in the
event of termination of each named executive officers employment. The amount of compensation payable to each named executive officer in the event of death or disability, for cause termination, voluntary termination, termination without cause
or for good reason, and termination following a change of control is shown below. The amounts shown assume such termination was effective as of December 31, 2009, and thus include amounts earned through such time and are estimates of the
amounts that would be paid out to the named executive officers upon their termination. However, the actual amounts to be paid out can only be determined at the time of such named executive officers separation from the Company. The named
executive officers have each entered into employment agreements and/or severance agreements governing such payments. See Employment and Consulting Agreements on page 53. In March 2009, the named executive officers also entered into
retention agreements, the impact of which is included in this section titled Potential Payments Upon Termination or Change-in-Control. The terms of such agreements are discussed under the heading Transactions with Related
Persons on page 62.

Payments Made Upon Termination

Regardless of the manner in which a named executive officers employment terminates, he or she shall be entitled to receive amounts
earned during the term of his or her employment. Such amounts may include stock options awarded under the Companys 1996 Stock Incentive Plan, 2006 Stock Incentive Plan, as amended, and independent of such plans, a portion of which may be
subject to accelerated vesting, accrued obligations (including unused vacation pay), and a pro-rated bonus, if applicable. In the event that Dr. Stoll, Mr. Coleman or Ms. Messingers employment is terminated by the Company
without cause or by such named executive officer for good reason (as defined in their respective agreements), such person shall be entitled to receive a severance payment of twelve (12) months of his or her base salary. Additionally, in such
instance Ms. Messinger may be entitled to twelve (12) months continued health and benefits coverage.

Payments Made Upon
Termination Due to Death or Disability

In the event of termination of employment due to the death or disability of a named
executive officer, in addition to the payment of accrued obligations, the named executive officer will receive benefits under the Companys disability plan or payments under the Companys life insurance plan, as appropriate. Additionally,
with respect to Dr. Stoll, Dr. Varney and Mr. Coleman, in the event of disability such named executive officers will receive a salary benefit equal to the difference between any insurance proceeds received and twelve (12) months
salary.

Payments Made Upon a Change-In-Control Without Termination

If the Company is subject to a change-in-control, irrespective of whether a termination of employment occurs, all stock options held by
the named executive officer will automatically vest and become exercisable (with the exception of Mr. Coleman who will receive accelerated vesting for one additional year and only if he is terminated).



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##### Table of Contents

Payments Made Upon Termination in Connection With a Change-In-Control

If a named executive officers employment is terminated in connection with or, for Dr. Trân within six (6) months
following, a change of control without cause or for good reason (other than Dr. Trân whose agreement does not include termination for good reason), then the named executive officers shall be entitled to the benefits listed under the
headings Payments Made Upon Terminationand Payments Made Upon a Change-In-Control Without Termination, included above. Additionally, in connection with such event, Dr. Trân will receive a severance payment of
twelve months of his base salary and twelve (12) months continued health and benefits coverage.

The following tables
show the potential payments upon termination due to death or disability, for cause, voluntary, without cause, for good reason or in connection with a change-in-control of the Company for each of the named executive officers. For purposes of
disclosures, the table assumes that the termination occurred as of December 31, 2009. Except for Dr. Stolls, Dr. Varneys and Mr. Colemans base salary benefits and all named executive officers health care
and disability benefits, as applicable, which are payable monthly, all amounts below are payable in a lump sum.



|                             |  |                                                 |  |                    |           |     |                      |   |                      |  |                                           |        |  |                                                                               |         |     |  |   |         |       
|---------------------------- |  | ----------------------------------------------- |  | ------------------ | --------- | --- | -------------------- | - | -------------------- |  | ----------------------------------------- | ------ |  | ----------------------------------------------------------------------------- | ------- | --- |  | - | ------- | ------
|Name                         |  | Executive Benefits andPayments Upon Termination |  | Death orDisability |           |     | Terminationfor Cause |   | VoluntaryTermination |  | TerminationWithout CauseOr For GoodReason |        |  | TerminationWithoutCause or ForGood Reasonin 
ConnectionWith Change-in-Control |        
|Roger G. Stoll, Ph.D.        |  | Base Salary                                     |  | $                  | 247,500   | (1) |                      |   |                     |  |                                           |       |  | $                                                                             | 370,000 |     |  | $ | 555,000 | (2)   
|                             |  | Accrued Vacation Pay                            |  | $                  | 71,154    |     |                      | $ | 71,154               |  | $                                         | 71,154 |  | $                                                                             | 71,154  |     |  | $ | 71,154  |       
|                             |  | Stock Options Accelerated                       |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        | (3) |  |   |        | (3)   
|                             |  | Health Care                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Disability Income                               |  | $                  | 207,951   | (4) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Life Insurance Benefits                         |  | $                  | 385,450   | (5) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  |                                                 |  |                    |           |    
|Mark A. Varney,Ph.D.         |  | Base Salary                                     |  | $                  | 239,500   | (6) |                      |   |                     |  |                                           |       |  | $                                                                             | 367,450 |     |  | $ | 543,000 | (2)   
|                             |  | Accrued Vacation Pay                            |  | $                  | 40,283    |     |                      | $ | 40,283               |  | $                                         | 40,283 |  | $                                                                             | 40,283  |     |  | $ | 40,283  |       
|                             |  | Stock Options Accelerated                       |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        | (3)   
|                             |  | Health Care                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Disability Income                               |  | $                  | 1,983,994 | (7) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Life Insurance Benefits                         |  | $                  | 580,000   | (5) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  |                                                 |  |                    |           |    
|Pierre V. Trân, M.D., M.M.M. |  | Base Salary                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  | $ | 457,500 | (2)(8)
|                             |  | Accrued Vacation Pay                            |  | $                  | 31,348    |     |                      | $ | 31,348               |  | $                                         | 31,348 |  | $                                                                             | 31,348  |     |  | $ | 31,348  |       
|                             |  | Stock Options Accelerated                       |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        | (3)(8)
|                             |  | Health Care                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  | $ | 18,845  | (8)(9)
|                             |  | Disability Income                               |  | $                  | 1,569,310 | (7) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Life Insurance Benefits                         |  | $                  | 489,000   | (5) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  |                                                 |  |                    |           |    
|Maria S. Messinger           |  | Base Salary                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  | $                                                                             | 243,000 |     |  | $ | 364,500 | (2)   
|                             |  | Accrued Vacation Pay                            |  | $                  | 46,731    |     |                      | $ | 46,731               |  | $                                         | 46,731 |  | $                                                                             | 46,731  |     |  | $ | 46,731  |       
|                             |  | Stock Options Accelerated                       |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        | (3)   
|                             |  | Health Care                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  | $                                                                             | 18,668  | (9) |  | $ | 18,668  | (9)   
|                             |  | Disability Income                               |  | $                  | 2,039,587 | (7) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Life Insurance Benefits                         |  | $                  | 389,000   | (5) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  |                                                 |  |                    |           |    
|James H. Coleman             |  | Base Salary                                     |  | $                  | 127,500   | (1) |                      |   |                     |  |                                           |       |  | $                                                                             | 250,000 |     |  | $ | 375,000 | (2)   
|                             |  | Accrued Vacation Pay                            |  | $                  | 48,077    |     |                      | $ | 48,077               |  | $                                         | 48,077 |  | $                                                                             | 48,077  |     |  | $ | 48,077  |       
|                             |  | Stock Options Accelerated                       |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        | (3)   
|                             |  | Health Care                                     |  |                    |          |     |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Disability Income                               |  | $                  | 179,299   | (4) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       
|                             |  | Life Insurance Benefits                         |  | $                  | 260,650   | (5) |                      |   |                     |  |                                           |       |  |                                                                               |        |     |  |   |        |       



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|(1) | In connection with the terms of the related employment agreement with the named executive officer, represents the difference between any disability insurance proceeds
for a twelve (12) month period and twelve (12) months of the named executive officers then current salary.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | In March 2009, each of the named executive officers entered into retention agreements to foster the continued employment of such individuals. Under such agreements,
each executive officer will be entitled to receive a lump sum cash bonus equal to six (6) months of the executives base salary in the event of a change in control of the Company and termination of the executive without cause or for good
reason, subject to certain circumstances. The potential payments under the retention agreements are in addition to payments to the named executive officers under existing employment and severance agreements. See Transactions with Related
Persons on page 62.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The value of accelerated vesting of options was estimated under the intrinsic value method. The closing price of the Companys Common Stock on December 31,
2009 was compared to the exercise prices to determine the spread for each option, and the spread was applied to in-the-money options that were unvested as of December 31, 2009. For the purpose of this calculation, the Company used
$0.10, which was the closing sale price per share of the Companys Common Stock on the OTCBB on the last business day of the fiscal year. If the Company is subject to a change-in-control, irrespective of whether a termination of employment
occurs, all stock options held by the named executive officer will automatically vest and become exercisable (with the exception of Mr. Coleman who will receive accelerated vesting for one additional year and only if he is terminated).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Reflects the estimated present value of all future payments that the named executive officer would be entitled to receive under the Companys disability program.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Reflects the estimated present value of the proceeds payable to the named executive officers beneficiaries upon his or her death.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



|(6) | In connection with the terms of the related employment agreement with the named executive officer, represents the difference between any disability insurance proceeds
for a twelve (12) month period and twelve (12) months of the named executive officers base salary, based upon the average monthly base salary for the twelve (12) months immediately preceding the disability event.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Reflects the estimated present value of all future payments that the named executive officer would be entitled to receive under the Companys disability program.
The named executive officer would be entitled to receive such benefits until he or she reaches normal retirement age, as determined by the 1983 Amended Social Security Normal Retirement Age.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Represents benefits in the event of termination of employment by the Company without cause in connection with, or within six (6) months following a change of
control. Benefits do not apply in the event of termination of employment by the named executive officer for good reason.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Reflects the estimated present value of the cost of coverage for future premiums that will be paid on behalf of the named executive officer under the Companys
health and welfare plans.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment and Consulting Agreements

Roger G. Stoll, Ph.D. has served as a director of the Company since April 2002 and became Chairman, President and Chief Executive Officer
of the Company in August 2002. In August 2008, Dr. Stoll became the Executive Chairman of the Company and Dr. Varney became the President and Chief Executive Officer. Dr. Stolls employment agreement originally included a
three-year term, was subsequently amended to include another three-year term expiring in August 2008, a one-year term expiring in August 2009 and another one-year term expiring in August 2010. As of December 31, 2009, his employment called for
a base salary of $296,000 per year, as adjusted for the 20% reduction implemented in March 2009 for all of the Companys executive officers in an effort to conserve the Companys financial resources. Dr. Stolls base salary is
subject to annual review by the Compensation Committee of the Board of Directors. In connection with the original offer for his employment, Dr. Stoll was granted options to purchase 600,000 shares of Common Stock at an exercise price of $0.78
per share, representing 100% of the fair market value as of the date of grant. Of the 600,000 options granted, 200,000 options vested immediately. Another 200,000 options vested upon securing the amendment to the Companys agreement with its
collaborative partner, Servier, in October 2002. The remaining 200,000 options vested upon achievement of pre-determined milestones, all of which were met by the beginning of 2007. Under the terms



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of his employment agreement, in the event of termination of his employment, under certain circumstances Dr. Stoll is entitled to compensation equal to twelve (12) months of his then
current salary. In addition, in the event of his termination of employment, in certain circumstances, any vested options granted to Dr. Stoll remain exercisable for the remainder of the original option term and any unvested options granted to
Dr. Stoll in connection with his employment, as detailed above, may be subject to accelerated vesting and remain exercisable for the remainder of the original option term. In the event of termination due to disability, Dr. Stoll will be
entitled to receive a salary benefit equal to the difference between any insurance proceeds received and twelve (12) months salary. Further, upon a change-in-control of the Company, all unvested options then held by Dr. Stoll shall be
subject to accelerated vesting.

Mark A. Varney, Ph.D. joined the Company as Chief Operating Officer and Chief Scientific
Officer in January 2006 and was named President and Chief Executive Officer in August 2008. His employment agreement provides for a three-year term through August 2011, calls for a base salary of $289,600 per year as of December 31, 2009, as
adjusted for the 20% reduction implemented in March 2009 for all of the Companys executive officers in an effort to conserve the Companys financial resources. Dr. Varneys employment agreement includes an annual bonus, at the
discretion of the Board of Directors of the Company. In connection with his employment, Dr. Varney was granted options to purchase 750,000 shares of Common Stock at an exercise price of $2.95 per share, representing 100% of the fair market
value as of the date of grant. The options have a ten-year term and vested according to the following schedule: (i) 100,000 upon the date of employment; (ii) 100,000 one year from the date of employment and (iii) 550,000 in equal
annual installments over a three-year period. In connection with his naming as President and Chief Executive Officer, Dr. Varney was granted options to purchase 200,000 shares of Common Stock at an exercise price of $0.97 per share,
representing 100% of the fair market value as of the date of grant. The options have a ten-year term and vest in equal annual installments over a three-year period. Pursuant to the terms of his employment agreement, the Company will provide
Dr. Varney with a mortgage subsidy over five years, terminating on the earlier of the date of his termination of employment or August 2011, in the form of a monthly payment, whereby the Company will pay 6% of the principal amount of a mortgage
(which principal amount shall not to exceed $1,200,000) on his primary residence during the first year, which amount declines by 1% each year thereafter, and which amount is grossed up by a factor of 1.6 to cover Dr. Varneys additional
income tax liabilities. In addition to the foregoing, Dr. Varney received a $25,000 hiring bonus, $15,000 to cover miscellaneous relocation expenses, temporary housing and reimbursement of real estate closing fees, sales commissions and moving
costs. In the event of termination of Dr. Varneys employment without cause or for good reason, under certain circumstances he is entitled to receive compensation of twelve (12) months of his base salary based upon the average monthly
base salary for the twelve (12) months immediately prior to the termination event and his vested options will remain exercisable for the balance of their original terms. In the event of termination due to disability, Dr. Varney will be
entitled to receive a salary benefit equal to the difference between any insurance proceeds received and twelve (12) months salary. In addition, in the event of a change-in-control of the Company, any unvested options then held by
Dr. Varney shall be subject to accelerated vesting.

Pierre V. Trân, M.D., M.M.M. joined the Company as Chief
Medical Officer and Vice President, Clinical Development in October 2007. His employment letter is terminable at will by the Company or Dr. Trân and as of December 31, 2009 called for a base salary of $244,000 per year, as adjusted
for the 20% reduction implemented in March 2009 for all of the Companys executive officers in an effort to conserve the Companys financial resources. Dr. Trâns employment letter includes an annual bonus, at the
discretion of the Board of Directors of the Company, of up to 30% of his base salary. In connection with his employment, Dr. Trân was granted options to purchase 750,000 shares of Common Stock at an exercise price of $0.66 per share,
representing 100% of the fair market value as of the date of grant. The options have a ten-year term and vest according to the following schedule: 200,000 upon the date of employment and 550,000 in equal monthly installments over a four-year period.
Pursuant to the terms of the employment letter, the Company will provide Dr. Trân with a mortgage subsidy over four years in the form of a monthly payment, whereby the Company will pay 5% of the principal amount of the mortgage (which
principal amount shall not to exceed $600,000) during the first year, which amount declines by 1% each year thereafter, and which amount is grossed up to cover Dr. Trâns additional income tax liabilities. In addition



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to the foregoing, the Company made a one-time payment to Dr. Trân of $80,000 to cover a lost bonus opportunity from his previous employer. Dr. Trân also will receive
temporary housing and reimbursement of real estate closing fees, sales commissions and moving costs. In the event of termination of Dr. Trâns employment without cause in connection with or within six (6) months following a
changein-control of the Company, under certain circumstances he is entitled to receive compensation of twelve (12) months of his then current salary plus continued employee benefits for a period of twelve (12) months thereafter. In
addition, in the event of a change-in-control of the Company any unvested options then held by Dr. Trân shall be subject to accelerated vesting.

Maria S. Messinger joined the Company as Controller in September 1994 and was named as Vice President, Chief Financial Officer and
Corporate Secretary in December 1999. Under the terms of her severance agreement, in the event of termination of her employment, under certain circumstances Ms. Messinger is entitled to receive compensation of twelve (12) months of her
then current annual base salary, which as of December 31, 2009 was $194,400, as adjusted for the 20% reduction implemented in March 2009 for all of the Companys executive officers in an effort to conserve the Companys financial
resources. Ms. Messingers severance agreement also includes a pro-rated bonus (if applicable) and continued employee benefits for a period of twelve (12) months thereafter. Additionally, in the event of a change-in-control of the
Company, any unvested options then held by Ms. Messinger shall be subject to accelerated vesting.

James H. Coleman
joined the Company as Senior Vice President, Business Development in May 2000. His employment agreement, as amended to date, provides a base salary of $200,000 per year as of December 31, 2009, as adjusted for the 20% reduction implemented in
March 2009 for all of the Companys executive officers in an effort to conserve the Companys financial resources. Mr. Colemans employment agreement also provides an annual bonus between 0 and 50% of his annual base salary, at
the discretion of the Chief Executive Officer and subject to approval by the Compensation Committee of the Board of Directors of the Company. In connection with his employment, Mr. Coleman was granted options to purchase 125,000 shares of
Common Stock at an exercise price of $3.02 per share, representing 100% of the fair market value as of the date of grant. The options vested in equal annual installments over a three-year period and have a ten-year term. In the event of termination
of his employment, Mr. Coleman is entitled, under certain circumstances, to receive compensation of twelve (12) months of his then current salary and any unvested options then held by Mr. Coleman shall be subject to accelerated
vesting for an additional one year period. Additionally, in the event of termination due to disability, Mr. Coleman will be entitled to receive a salary benefit equal to the difference between any insurance proceeds received and twelve
(12) months salary.

Steven A. Johnson, Ph.D. joined the Company as a Senior Scientist in June 1994 and was named as Vice
President, Preclinical Development in February 2007. Under the terms of his severance agreement, in the event of termination of Dr. Johnsons employment without cause in connection with or within six (6) months following a
change-in-control of the Company, under certain circumstances he is entitled to receive compensation of twelve (12) months of his then current salary, which as of December 31, 2009 was $176,800 per year, as adjusted for the 20% reduction
implemented in March 2009 for all of the Companys executive officers in an effort to conserve the Companys financial resources. Dr. Johnsons severance agreement also provides continued employee benefits for a period of twelve
(12) months thereafter. In addition, in the event of a change-in-control of the Company, any unvested options then held by Dr. Johnson shall be subject to accelerated vesting.

Drs. Carl W. Cotman and Gary S. Lynch (both of whom are co-founders and Scientific Directors of the Company) each previously entered into
a consulting agreement with the Company. During the year ended December 31, 2009, the Company recorded related consulting fees of approximately $19,000 for Dr. Cotman, whose consulting agreement commenced in November 1987 and was
terminated as of October 31, 2009 in an effort to conserve the Companys financial resources. Under the consulting agreement with Dr. Lynch, the Company recorded consulting fees of approximately $53,000 during the



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year ended December 31, 2009 and Dr. Lynch currently receives a consulting fee of $30,000 per year. The term of Dr. Lynchs consulting agreement commenced in November 1987 and
will continue until terminated by the respective parties thereto. The consulting agreement with Dr. Lynch obligates him to make himself available to the Company for consulting and advisory services for an average of three days per month.

Dr. Gary D. Tollefson entered into a consulting agreement with the Company pursuant to which he received a retainer
of $6,000 per month. The consulting agreement obligated Dr. Tollefson to be available for up to two eight-hour work days per month at such times and places reasonably agreed to between the parties. The term of his consulting agreement commenced
in mid-April 2004 and continued until his death in March 2009. In connection with his engagement as a consultant, in May 2004 Dr. Tollefson was granted options to purchase 150,000 shares of Common Stock at an exercise price of $2.20 per share,
representing 100% of the fair market value as of the date of grant. The options vested in equal annual installments over a three-year period and have a ten-year term.

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended December 31, 2009, members of the Companys Compensation Committee consisted of Dr. Johnson,
Mr. Allnutt, and Mr. Casamento, none of whom has previously served or currently serves as an executive officer or employee of the Company or any of its subsidiaries. The Company is not aware of any compensation committee
interlocks that existed during the fiscal year ended December 31, 2009.

Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b)
of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.



THE COMPENSATION COMMITTEEM. Ross Johnson, Chairman
Robert F. Allnutt Charles J.
Casamento


Director Compensation

The Compensation Committee uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to
serve on the Board of Directors. In setting director compensation, the Compensation Committee considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill-level required by the Company
of members of the Board of Directors. Similar to executive officers, directors are subject to a minimum share ownership requirement. The policy requires directors to acquire and maintain ownership of at least 30,000 shares of the Companys
Common Stock before December 16, 2007, or within three years of commencement of service as a director, whichever is later. Thereafter, the policy provides for the withholding of fees until the ownership level has been achieved by such director.
The Board of Directors has determined that all directors serving the Company have met the minimum share ownership requirement.

During 2009, each non-employee director was entitled to receive $4,000 at each in-person Board of Directors meeting attended and $2,000
for each related Board of Directors meeting attended by telephone. For meetings scheduled to be conducted by telephone, each non-employee director was entitled to receive $2,000 for each meeting attended. Beginning in February 2009, the Board of
Directors waived the fees related to its telephonic meetings in an effort to conserve the Companys financial resources.



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Also, the Chairman of the Compensation Committee, the Governance and Nominations Committee
and the Research and Development Committee is entitled to receive $2,000 for each committee meeting attended and other members of the respective committees are entitled to receive $1,000 for each committee meeting attended. The Chairman of the Audit
Committee is entitled to receive $3,000 for each committee meeting attended and the remaining members of the Audit Committee are entitled to receive $1,000 for each committee meeting attended. In September 2009, the Board of Directors deferred
payment of its committee fees in an effort to conserve the Companys financial resources.

Each non-employee director is
automatically granted options to purchase 30,000 shares of common stock upon commencement of service as a director. Additionally, each non-employee director is granted options to purchase 30,000 shares of common stock on the date of the first
meeting of the Board of Directors for the relative calendar year. During the year ended December 31, 2009, these automatic grants to non-employee directors were delayed and granted in June 2009, following stockholder approval of the increase in
authorized shares available under the Companys 2006 Stock Incentive Plan. Non-employee directors were granted options to purchase an additional 30,000 shares of common stock in August 2009. These nonqualified options described above each have
an exercise price equal to 100% of the fair market value of the common stock on the date of grant, have a ten-year term and vest in equal increments of 33 1/3% on each anniversary date of the dates of grant, and are otherwise subject to the terms
and provisions of the 2006 Stock Incentive Plan.

The above cash compensation and nonqualified option grant provisions do not
apply to non-employee directors who serve on the Board of Directors to oversee an investment in the Company. Compensation for such non-employee directors, if appropriate, is determined separately. As of December 31, 2009, none of the
Companys directors served on the Board of Directors in such capacity.



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Director Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the non-employee directors for the fiscal year ended
December 31, 2009. Directors who are also employees of the Company did not receive any additional compensation for services as a director.



|                               |  |                               |        |                    |   |        |                             |  |          |        |  |   |       
|------------------------------ |  | ----------------------------- | ------ | ------------------ | - | ------ | --------------------------- |  | -------- | ------ |  | - | ------
|Name                           |  | Fees Earned orPaid in Cash($) |        | OptionAwards($)(1) |   |        | All OtherCompensation($)(2) |  | Total($)
|Robert F. Allnutt              |  | $                             | 21,000 |                    | $ | 12,202 | (3)                         |  |          |       |  | $ | 33,202
|John F. Benedik, CPA           |  | $                             | 30,000 |                    | $ | 12,202 | (4)                         |  |          |       |  | $ | 42,202
|Charles J. Casamento           |  | $                             | 23,000 |                    | $ | 12,202 | (5)                         |  |          |       |  | $ | 35,202
|Carl W. Cotman, Ph.D.          |  | $                             | 18,000 |                    | $ | 12,202 | (6)                         |  | $        | 19,167 |  | $ | 49,369
|Peter F. Drake, Ph.D.          |  | $                             | 18,000 |                    | $ | 12,202 | (7)                         |  |          |       |  | $ | 30,202
|M. Ross Johnson, Ph.D.         |  | $                             | 22,000 |                    | $ | 12,202 | (8)                         |  |          |       |  | $ | 34,202
|Gary D. Tollefson, M.D., Ph.D. |  | $                             | 6,000  |                    |   |       | (9)                         |  | $        | 18,000 |  | $ | 24,000



|(1) | Amounts represent the aggregate grant date estimated fair value of the option awards using the Black-Scholes option pricing model. Assumptions used in the calculation
of these amounts are included in footnote 1 to the Companys audited financial statements for the fiscal year ended December 31, 2009, included in this Annual Report on Form 10-K.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | In accordance with Securities and Exchange Commission rules, All Other Compensation in the form of perquisites and other personal benefits has been omitted
where the aggregate amount of such perquisites and other personal benefits was less than $10,000. The amounts reflected in this column represent fees paid to such directors in their capacities as consultants to the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Mr. Allnutt had an aggregate of 280,000 option awards outstanding as of December 31, 2009.
|--- | ------------------------------------------------------------------------------------------



|(4) | Mr. Benedik had an aggregate of 145,000 option awards outstanding as of December 31, 2009.
|--- | ------------------------------------------------------------------------------------------



|(5) | Mr. Casamento had an aggregate of 295,000 option awards outstanding as of December 31, 2009.
|--- | --------------------------------------------------------------------------------------------



|(6) | Dr. Cotman had an aggregate of 260,000 option awards outstanding as of December 31, 2009.
|--- | -----------------------------------------------------------------------------------------



|(7) | Dr. Drake had an aggregate of 220,000 option awards outstanding as of December 31, 2009.
|--- | ----------------------------------------------------------------------------------------



|(8) | Dr. Johnson had an aggregate of 290,000 option awards outstanding as of December 31, 2009.
|--- | ------------------------------------------------------------------------------------------



|(9) | Dr. Tollefson had an aggregate of 256,667 option awards outstanding as of December 31, 2009.
|--- | --------------------------------------------------------------------------------------------



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Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

Beneficial Ownership of Common Stock

The following table sets forth, to the knowledge of the Company, certain information regarding the beneficial ownership of the
Companys Common Stock as of March 31, 2010, by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of the Companys directors, (iii) each of the
named executive officers in the Summary Compensation Table and (iv) all of the Companys executive officers and directors as a group. Except as indicated in the footnotes to this table, the Company believes that the persons named in this
table have sole voting and investment power with respect to the shares of Common Stock indicated.



|                                                             |  |                             |      |  |                                             
|------------------------------------------------------------ |  | --------------------------- | ---- |  | --------------------------------------------
|Directors,
Officers and 5%
Stockholders (1)                  |  | SharesBeneficiallyOwned (2) |      |  | Percent ofCommon StockBeneficially Owned (2)
|Robert F. Allnutt                                            |  | 275,500                     | (3)  |  | *                                           
|John F. Benedik                                              |  | 105,000                     | (4)  |  | *                                           
|Charles J. Casamento                                         |  | 240,000                     | (5)  |  | *                                           
|James H. Coleman                                             |  | 1,067,184                   | (6)  |  | 1.5                                         
|Carl W. Cotman, Ph.D.                                        |  | 239,500                     | (7)  |  | *                                           
|Peter F. Drake, Ph.D.                                        |  | 200,000                     | (8)  |  | *                                           
|M. Ross Johnson, Ph.D.                                       |  | 250,000                     | (9)  |  | *                                           
|Maria S. Messinger, CPA                                      |  | 619,885                     | (10) |  | *                                           
|Roger G. Stoll, Ph.D.                                        |  | 2,605,546                   | (11) |  | 3.7                                         
|Pierre V. Trân, M.D., M.M.M.                                 |  | 618,541                     | (12) |  | *                                           
|Mark A. Varney, Ph.D.                                        |  | 1,230,001                   | (13) |  | 1.8                                         
|All executive officers and directors as a group (12 persons) |  | 7,978,586                   | (14) |  | 10.5                                        



|* | Less than one percent
|- | ---------------------



|(1) | Except as otherwise indicated, the address of such beneficial owner is at the Companys principal executive offices, 15231 Barranca Parkway, Irvine, California
92618.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Applicable percentage of ownership at March 31, 2010 is based upon 68,412,618 shares of Common Stock outstanding. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares shown as beneficially owned. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within
60 days of March 31, 2010 are deemed outstanding for computing the shares and percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person or
entity.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Includes 210,000 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------



|(4) | Includes 75,000 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|--- | -------------------------------------------------------------------------------------------------------



|(5) | Includes 225,000 shares that may be purchased upon exercise of options within 60 days of March 31, 2010. Excludes 17,653 shares held by Mr. Casamento in
a trust over which he does not exercise control.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Includes 859,597 shares that may be purchased upon exercise of options within 60 days of March 31, 2010. Beneficial ownership of these shares is shared and
held by the James Henry and Nancy Irene Coleman III Revocable Trust.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Includes 165,000 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------



|(8) | Includes 150,000 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------



|(9) | Includes 220,000 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------



|(10) | Includes 570,821 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|---- | --------------------------------------------------------------------------------------------------------



|(11) | Includes 2,505,546 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|---- | ----------------------------------------------------------------------------------------------------------



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|(12) | Includes 588,541 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|---- | --------------------------------------------------------------------------------------------------------



|(13) | Includes 1,200,001 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|---- | ----------------------------------------------------------------------------------------------------------



|(14) | Includes 7,266,173 shares that may be purchased upon exercise of options within 60 days of March 31, 2010.
|---- | ----------------------------------------------------------------------------------------------------------

The Company is not aware of any arrangements that may at a subsequent date result in a change of control of the Company.



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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding outstanding options, warrants and rights and shares reserved for future issuance
under our existing equity compensation plans as of December 31, 2009. Our stockholders approved the Companys 1996 Stock Incentive Plan, as amended and restated, and the Companys 2006 Stock Incentive Plan, as amended. Following the
expiration of the 1996 Stock Incentive Plan in October 2006, all subsequently granted stock options were and will be issued from the 2006 Stock Incentive Plan.



|                                                           |  |                                                                                             |     |  |                                                                             |      |                                                                                                                                    |        
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --- |  | --------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------- | -------
|Plan Category                                              |  | Number of securitiestobe 
issued upon exerciseof outstanding options,warrants and rights(a) |     |  | Weighted-averageexercise price ofoutstanding options,warrants and
rights(b) |      | Number of securitiesremaining available forissuance under equitycompensation
plans(excluding securitiesreflected in column (a))(c)
|Equity compensation plans approved by security holders     |  | 13,188,498                                                                                  |     |  |                                                                             | 1.38 |                                                                                                                                    | 411,969
|                                                           |  |                                                                                             |     |  |                                                                             |      |                                                                                                                                    |        
|Equity compensation plans not approved by security holders |  | 350,000                                                                                     | (1) |  |                                                                             | 2.59 |                                                                                                                                    |       
|                                                           |  |                                                                                             |     |  |                                                                             |      |                                                                                                                                    |        
|Total                                                      |  | 13,538,498                                                                                  |     |  | $                                                                           | 1.41 |                                                                                                                                    | 411,969
|                                                           |  |                                                                                             |     |  |                                                                             |      |                                                                                                                                    |        



|(1) | In January 2006, as an inducement to the employment of our Chief Operating Officer and Chief Scientific Officer, Mark A. Varney, Ph.D., we issued
250,000 options outside of the 1996 Stock Incentive Plan and the 2006 Stock Incentive Plan. The options granted to Dr. Varney have a ten-year term and vested in the following installments: 83,334 on January 30, 2007, 83,333 on
January 30, 2008 and 83,333 on January 30, 2009. In March 2007, as an inducement to the employment of our Senior Director of Medicinal Chemistry, Leslie J. Street, Ph.D., we issued 100,000 options outside of the 2006 Stock Incentive Plan.
The options have a ten-year term and vested in the following installments: 33,334 on March 5, 2008, 33,333 on March 5, 2009 and 33,333 on March 5, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 13. Certain Relationships and Related Transactions, and Director Independence

Director Independence

A
majority of members of the Board of Directors are independent director[s], as that term is defined under Section 803 of the NYSE Amex Company Guide. The Board of Directors has affirmatively determined that the following six
directors are independent: Robert F. Allnutt, John F. Benedik, Charles J. Casamento, Carl W. Cotman, Peter F. Drake and M. Ross Johnson.



| |  |  | Audit Committee. Each member of the Companys standing Audit Committee is an independent director
as defined under Section 803 of the NYSE Amex Company Guide, and is independent as that term is used in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Compensation Committee. Each member of the Companys standing Compensation Committee is an independent director as
defined under Section 803 of the NYSE Amex Company Guide.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Governance and Nominations Committee. Each member of the Companys Governance and Nominations Committee is an independent
director as defined under Section 803 of the NYSE Amex Company Guide.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Transactions with Related Persons

Except as set forth below, there were no disclosable transactions with related persons under Item 404 of Regulation S-K
during the fiscal year ended December 31, 2009 or currently proposed.

In March 2009, the Companys executive
officers and other key personnel entered into retention bonus agreements to foster the continuous employment of such individuals. Under such agreements, each executive officer will be entitled to receive a lump sum cash bonus equal to six
(6) months of the executives base salary in the event of a change in control, as defined in the Companys 2006 Stock Incentive Plan, occurs and the executive remains continuously employed with the Company, the successor to the
Company or, if applicable, the ultimate parent of any such successor (collectively referred to as the Surviving Entity), or any subsidiary thereof, through the date occurring three (3) months post-change of control, or such shorter
period as deemed necessary by the Surviving Entity (the Payment Date), to allow for an orderly transition of personnel and information and to allow for an appropriate integration process, as needed. The amount of the bonus for executive
officers, based on base salaries as of December 31, 2008, would be as follows: Dr. Stoll - $185,000, Dr. Varney - $181,000, Dr. Tran - $152,500, Ms. Messinger - $121,500, Mr. Coleman - $125,000 and Dr. Johnson -
$110,500. The retention bonus agreements provide that the bonus shall be payable by the Surviving Entity on or as soon as practicable following the Payment Date, but no later than 15 days thereafter, and shall be determined without regard to any
reduction of base salary applicable to Company executives subsequent to March 13, 2009 and prior to a change in control. In the event that the executive officers employment is terminated by the Surviving Entity or a subsidiary thereof
after a change in control and prior to the Payment Date, in certain circumstances where the termination is without cause or for good reason, the bonus shall be payable by the Surviving Entity as soon as practicable following the date of termination
of the executive officers employment (but no later than sixty (60) days thereafter), subject to the executive officer executing and not revoking a general release of all claims against the Surviving Entity in a form acceptable to the
Surviving Entity within sixty (60) days following such termination of employment.

Review, Approval or Ratification of Transactions
with Related Persons

Pursuant to the Companys Audit Committee charter, the Companys executive officers,
directors, nominees for directors and principal stockholders, including their immediate family members and affiliates, are prohibited from entering into a related party transaction with the Company without the prior approval of its Audit Committee
(or other independent committee of the Board of Directors in cases where it is inappropriate for the Audit Committee to review such transaction due to a conflict of interest). Any request for the Company to enter into a transaction with an executive
officer, director, nominee for director, principal stockholder or any of such persons immediate family members or affiliates must first be presented to the Audit Committee for review, consideration and approval. In approving or rejecting the
proposed agreement, the Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to the Company, the terms of the transactions, the availability of
other sources for comparable services or products, and, if applicable, the impact on director independence. The Audit Committee shall only approve those agreements that, in light of known circumstances, are in or are not inconsistent with, the
Companys best interests, as determined in good faith by the Audit Committee. The Audit Committee will then document its findings and conclusions in writing.



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Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate
fees of Haskell & White LLP, the Companys independent registered public accountants, for audit services totaled approximately $101,000 and $119,000 for the fiscal years ended December 31, 2009 and 2008, respectively, including
fees associated with the reviews of the Companys quarterly reports on Form 10-Q and the annual audit.

Audit-Related Fees

The aggregate fees of Haskell & White LLP for audit-related fees totaled approximately $4,000 and $11,000,
respectively for the fiscal years ended December 31, 2009 and 2008, and included services related to the Companys registration statements filed on Forms S-3 and S-8.

Tax Fees

Fees of
Haskell & White LLP for tax services, including tax compliance, tax advice and tax planning totaled approximately $10,000 and $10,200 for the fiscal years ended December 31, 2009 and 2008, respectively.

All Other Fees

There
were no other fees for services provided by Haskell & White LLP for the fiscal years ended December 31, 2009 or 2008.

All of the services described under headings Audit Fees, Audit-Related Fees, Tax Fees and All
Other Fees above were pre-approved by the Audit Committee.

Policy on Audit Committee Pre-Approval of Audit Services and Permissible
Non-Audit Services of Independent Registered Public Accountants

The Audit Committees policy is to pre-approve all
audit and permissible non-audit services performed by the independent registered public accountants. These services may include audit services, audit-related services, tax services and other services. For audit services, the independent registered
public accountant provides the Audit Committee with an audit plan including proposed fees in advance of the annual audit. The Audit Committee approves the plan and fees for the audit.

For non-audit services, the Companys senior management will submit from time to time to the Audit Committee for approval non-audit
services that it recommends the Audit Committee engage the independent registered public accountants to provide during the fiscal year. The Companys senior management and the independent registered public accountants will each confirm to the
Audit Committee that each non-audit service is permissible under all applicable legal requirements. A budget, estimating non-audit service spending for the fiscal year, will be provided to the Audit Committee along with the request. The Audit
Committee must approve both permissible non-audit services and the budget for such services.



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PART IV

Item 15. Exhibits and Financial Statement Schedules



|(a) | List of documents filed as part of this report:
|--- | -----------------------------------------------



| | (1) | Financial Statements
| | --- | --------------------

Reference
is made to the Index to Financial Statements on page F-1, where these documents are listed.



| | (2) | Financial Statement Schedules
| | --- | -----------------------------

The financial statement schedules have been omitted because the required information is not applicable, or not present in amounts
sufficient to require submission of the schedules, or because the information is included in the financial statements or notes thereto.



| | (3) | Exhibits
| | --- | --------

See (b) below.



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|(b) | Exhibits
|--- | --------



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|              | 
|3.1           |  | Restated Certificate of Incorporation dated April 11, 1989, as amended by Certificate of Amendment on June 27, 1989, by Certificate of Designation filed April 29,
1991, by Certificate of Correction filed May 1, 1991, by Certificate of Amendment of Certificate of Designation filed June 13, 1991, by Certificate of Amendment of Certificate of Incorporation filed November 12, 1992, by Certificate
of Amendment of Restated Certificate of Incorporation filed January 11, 1995, by Certificate of Designation filed December 8, 1995, by Certificate of Designation filed October 15, 1996, by Certificate of Designation filed June 4,
1997, by Certificate of Amendment of Restated Certificate of Incorporation filed December 21, 1998, and by Certificate of Designation filed February 11, 2002, incorporated by reference to the same numbered Exhibit of the Companys Amendment No.
1 to Registration Statement on Form 8-A, No.001-16467, filed February 15, 2002, as further amended by Certificate of Amendment of Restated Certificate of Incorporation filed December 15, 2003, incorporated by reference to Exhibit 3.3 to the
Companys Quarterly Report on Form 10-Q filed February 12, 2004, as further amended by Certificate of Amendment of Restated Certificate of Incorporation filed November 23, 2009, incorporated by reference to Exhibit 3.7 to the Companys
Report on Form 8-K filed November 24, 2009.
|              | 
|3.2           |  | By-Laws of the Company, as adopted March 4, 1987, and amended on October 8, 1996, incorporated by reference to the same numbered Exhibit to the Companys Annual
Report on Form 10-KSB filed October 15, 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|              | 
|3.4           |  | Certificate of Amendment of Restated Certificate of Incorporation filed March 2, 2006, incorporated by reference to Exhibit 3.4 to the Companys Annual Report on Form 10-K
filed March 16, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | 
|3.5           |  | Certificate of Amendment of By-Laws of the Company, incorporated by reference to the same numbered Exhibit to the Companys Report on Form 8-K filed November 15,
2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|              | 
|3.6           |  | Certificate of Amendment of Restated Certificate of Incorporation filed May 15, 2008, incorporated by reference to Exhibit 3.6 to the Companys Report on Form 8-K filed May 19,
2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|              | 
|3.7           |  | Certificate of Designation of Preferences, Rights and Limitations of 0% Series E Convertible Preferred Stock, incorporated by reference to Exhibit 3.7 to the Companys Current
Report on Form 8-K filed April 17, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              | 
|3.8           |  | Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, incorporated by reference to Exhibit 3.8 to the Companys Current
Report on Form 8-K filed July 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|              | 
|4.1           |  | Rights Agreement, dated as of February 8, 2002, between the Company and American Stock Transfer & Trust Company, which includes as Exhibit A thereto a form of Certificate of
Designation for the Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Summary of Terms of Stockholder Rights Plan, incorporated by reference to Exhibit 4.2 to the
Companys Amendment No. 1 to Registration Statement on Form 8-A, No. 001-16467, filed February 15, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|              | 
|4.2           |  | Placement Agency Agreement, dated January 16, 2007, by and between Cortex Pharmaceuticals, Inc. and Roth Capital Partners, LLC, Form of Subscription Agreement and Form of Common
Stock Purchase Warrant issued by Cortex Pharmaceuticals, Inc., incorporated by reference to Exhibits 1.1, 1.2 and 4.1, respectively, to the Companys Report on Form 8-K filed January 19, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|              | 
|4.3           |  | Placement Agency Agreement, dated August 24, 2007, by and between Cortex Pharmaceuticals, Inc. and JMP Securities LLC and Rodman and Renshaw, LLC, Form of Subscription Agreement and
Form of Common Stock Purchase Warrant issued by Cortex Pharmaceuticals, Inc., incorporated by reference to Exhibits 1.1, 1.2 and 4.1, respectively, to the Companys Report on Form 8-K filed August 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|              | 
|4.4           |  | Placement Agency Agreement, dated April 13, 2009, by and between the Company and Rodman & Renshaw, LLC, Form of Securities Purchase Agreement and Form of Common Stock Purchase
Warrant issued by the Company, incorporated by reference to Exhibits 1.1, 1.2 and 4.1, respectively, to the Companys Current Report on Form 8-K filed April 17, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|              | 
|10.3          |  | Consulting Agreement, dated as October 30, 1987, between the Company and Gary S. Lynch, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Registration Statement on Form S-1, No. 33-28284, effective on July 18, 1989. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|              | 
|10.19         |  | License Agreement dated March 27, 1991 between the Company and the Regents of the University of California, incorporated by reference to the same numbered Exhibit to the
Companys Amendment on Form 8 filed November 27, 1991 to the Companys Annual Report on Form 10-KSB filed September 30, 1991. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to
the Companys application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934).
|              | 
|10.31         |  | License Agreement dated June 25, 1993, as amended May 28, 2003, between the Company and the Regents of the University of California, incorporated by reference to the same numbered
Exhibit to the Companys Quarterly Report on Form 10-Q filed February 12, 2004. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to the Companys application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934).                                       
|              | 
|10.44         |  | Lease Agreement, dated January 31, 1994, for the Companys facilities in Irvine, California, incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-QSB filed May 16, 1994.                                                                                                                                                                                                                                                                                                                         
|              | 
|10.60         |  | Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys Quarterly Report on Form 10-Q as filed on November 14,
2002.*                                                                                                                                                                                                                                                                                                                                                            
|              | 
|10.64         |  | Research and Collaboration and License Agreement between the Company and N.V. Organon, dated January 13, 1999, incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-QSB as filed on February 16, 1999. (Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934.)                                                         
|              | 
|10.65         |  | Amendment No. 1 to the Lease Agreement for the Companys facilities in Irvine, California, dated February 1, 1999, incorporated by reference to the same numbered Exhibit to the
Companys Annual Report on Form 10-KSB filed September 28, 1999.                                                                                                                                                                                                                                                                                                
|              | 
|10.67         |  | Collaborative Research, Joint Clinical Research and Licensing Agreements with Les Laboratoires Servier dated October 13, 2000, incorporated by reference to the same numbered Exhibit
to the Companys Quarterly Report on Form 10-QSB filed November 14, 2000. (Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential
treatment under Rule 24b-2 of the Securities Act of 1934).                                                        
|              | 
|10.69         |  | Employment agreement dated May 17, 2000, between the Company and James H. Coleman, incorporated by reference to the same numbered Exhibit to the Companys Quarterly Report on
Form 10-QSB filed February 12, 2001.*                                                                                                                                                                                                                                                                                                                             
|              | 
|10.70         |  | Severance agreement dated October 26, 2000, between the Company and Maria S. Messinger, incorporated by reference to the same numbered Exhibit to the Companys Quarterly Report
on Form 10-QSB filed February 12, 2001.*                                                                                                                                                                                                                                                                                                                        
|              | 
|10.73         |  | Amendment dated October 3, 2002 to the Collaboration Research Agreement with Les Laboratoires Servier dated October 13, 2000, incorporated by reference to the same numbered Exhibit
to the Companys Annual Report on Form 10-K filed October 15, 2002.                                                                                                                                                                                                                                                                                         
|              | 
|10.74         |  | Employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys Quarterly
Report on Form 10-Q as filed on November 14, 2002.*                                                                                                                                                                                                                                                                                                                 
|              | 
|10.76         |  | First Amendment dated April 8, 2003 to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same numbered
Exhibit to the Companys Annual Report on Form 10-K filed September 19, 2003.*                                                                                                                                                                                                                                                                              
|              | 
|10.77         |  | Amendment dated December 16, 2003 to the Collaboration Research Agreement with Les Laboratoires Servier dated October 13, 2000, incorporated by reference to the same numbered
Exhibit to the Companys Quarterly Report on Form 10-Q filed February 12, 2004. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to the Companys application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934).                                            
|              | 
|10.79         |  | Amendment No. 2 to the Lease Agreement for the Companys facilities in Irvine, California, dated March 9, 2004, incorporated by reference to the same numbered Exhibit to the
Companys Annual Report on Form 10-K filed on September 27, 2004.                                                                                                                                                                                                                                                                                                  
|              | 
|10.80         |  | Form of Incentive/Non-qualified Stock Option Agreement under the Companys Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same numbered
Exhibit to the Companys Annual Report on Form 10-K filed on September 27, 2004.*                                                                                                                                                                                                                                                                                      



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              | 
|10.81         |  | Form of Restricted Stock Award Agreement under the Companys Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the
Companys Annual Report on Form 10-K filed on September 27, 2004.*                                                                                                                                                                                                                          
|              | 
|10.82         |  | Amendment dated January 1, 2004 to the employment agreement dated May 17, 2000 between the Company and James H. Coleman, incorporated by reference to the same numbered Exhibit to
the Companys Annual Report on Form 10-K filed on September 27, 2004.*                                                                                                                                                                                                              
|              | 
|10.86         |  | Second Amendment dated November 10, 2004 to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same
numbered Exhibit to the Companys Quarterly Report on Form 10-Q filed on November 15, 2004.*                                                                                                                                                                                          
|              | 
|10.88         |  | Form of Notice of Grant of Stock Options and Stock Option Agreement under the Companys Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same
numbered Exhibit to the Companys Transition Report on Form 10-K filed on March 21, 2005.*                                                                                                                                                                                               
|              | 
|10.89         |  | Stock Ownership Policy for the Companys Directors and Executive Officers as adopted by the Board of Directors on December 16, 2004, incorporated by reference to the same
numbered Exhibit to the Companys Transition Report on Form 10-K filed on March 21, 2005.*                                                                                                                                                                                                  
|              | 
|10.90         |  | Third Amendment dated August 13, 2005 to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D, incorporated by reference to Exhibit 10.1 to
the Companys Report on Form 8-K filed August 17, 2005.*                                                                                                                                                                                                                           
|              | 
|10.92         |  | Employment letter of agreement dated January 9, 2006 between the Company and Mark Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys Annual
Report on Form 10-K filed March 16, 2006.*                                                                                                                                                                                                                                             
|              | 
|10.93         |  | Non-qualified Stock Option Agreement dated January 30, 2006 between the Company and Mark Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-Q filed May 9, 2006.*                                                                                                                                                                                                                                      
|              | 
|10.94         |  | Cortex Pharmaceuticals, Inc. 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys Report on Form 8-K filed May 11,
2006.*                                                                                                                                                                                                                                                                                                
|              | 
|10.96         |  | Form of Notice of Grant of Stock Options and Stock Option Agreement under the Companys 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed August 8, 2006.*                                                                                                                                                                                                                        
|              | 
|10.97         |  | Form of Incentive/Non-qualified Stock Option Agreement under the Companys 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed August 8, 2006.*                                                                                                                                                                                                                                     
|              | 
|10.98         |  | Amendment No. 3, dated April 1, 2006, to the Lease Agreement for the Companys facilities in Irvine, California, incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed August 8, 2006.                                                                                                                                                                                                                           
|              | 
|10.100        |  | Negative Equity Agreement dated February 1, 2007 between the Company and Mark A. Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-Q filed May 10, 2007.*                                                                                                                                                                                                                                             
|              | 
|10.101        |  | Amendment No. 1 to the Companys 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys Current Report on Form 8-K filed May
15, 2007.*                                                                                                                                                                                                                                                                                    
|              | 
|10.102        |  | Amendment to the Exclusive License Agreement between the Company and The Regents of the University of California, dated as of June 1, 2007, incorporated by reference to the same
numbered Exhibit to the Companys Current Report on Form 8-K filed June 7, 2007.                                                                                                                                                                                                     
|              | 
|10.104        |  | Employment letter of agreement dated September 26, 2007 between the Company and Pierre V. Trân, M.D., M.M.M., incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed November 8, 2007.*                                                                                                                                                                                                                           
|              | 
|10.105        |  | Patent License Agreement between the Company and the University of Alberta, dated as of May 9, 2007, incorporated by reference to the same numbered Exhibit to the Companys
Annual Report on Form 10-K filed March 17, 2008. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2 under
the Securities Exchange Act of 1934).
|              | 
|10.107        |  | Severance Agreement dated May 2, 2008, between the Company and Steven A. Johnson, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys Quarterly
Report on Form 10-Q filed May 8, 2008.*                                                                                                                                                                                                                                                     



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                        
|              | 
|10.108        |  | Amendment No. 4, dated June 6, 2008, to the Lease Agreement for the Companys facilities in Irvine, California, incorporated by reference to the same numbered Exhibit to the
Companys Report on Form 8-K filed June 10, 2008.                                                                                                                                                    
|              | 
|10.109        |  | Fourth Amendment, dated July 11, 2008, to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same
numbered Exhibit to the Companys Report on Form 8-K filed July 17, 2008.*                                                                                                                          
|              | 
|10.110        |  | Amendment No. 2 to Employment Agreement, dated as of December 22, 2008, between the Company and James H. Coleman, incorporated by reference to the same numbered Exhibit to the
Companys Report on Form 8-K filed December 23, 2008.*                                                                                                                                             
|              | 
|10.111        |  | Amendment No. 1 to Severance Agreement, dated as of December 22, 2008, between the Company and Maria S. Messinger, incorporated by reference to the same numbered Exhibit to the
Companys Report on Form 8-K filed December 23, 2008.*                                                                                                                                            
|              | 
|10.112        |  | Employment Agreement, dated as of December 19, 2008, between the Company and Mark A. Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Report on Form 8-K filed December 31, 2008.*                                                                                                                                                           
|              | 
|10.113        |  | Form of Retention Bonus Agreement, dated March 13, 2009, between the Company and each of its executive officers, incorporated by reference to the same numbered Exhibit to the
Companys Current Report on Form 8-K filed March 19, 2009.*                                                                                                                                         
|              | 
|10.114        |  | Securities Purchase Agreement, dated July 29, 2009, by and between the Company and the investor, including a form of Registration Rights Agreement attached as Exhibit B thereto and
a form of Common Stock Purchase Warrant attached as Exhibit C thereto, incorporated by reference to the same numbered Exhibit to the Companys Current Report on Form 8-K filed July 30, 2009.
|              | 
|10.115        |  | Amendment No. 2 to the Companys 2006 Stock Incentive Plan, effective as of June 5, 2009, incorporated by reference to the same numbered Exhibit to the Companys Quarterly
Report on Form 10-Q filed August 14, 2009.                                                                                                                                                             
|              | 
|21            |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                    
|              | 
|23.1          |  | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                     
|              | 
|24            |  | Power of Attorney (included on signature page).                                                                                                                                                                                                                                                                                                                                    
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                              
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                              
|              | 
|32            |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section
1350.                                                                                                                                                                                                       



|* | Each of these Exhibits constitutes a management contract, compensatory plan, or arrangement.
|- | --------------------------------------------------------------------------------------------



- 68 -



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##### Table of Contents

Signatures

In accordance with 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.



|                    |  |     |  |                                      
|------------------- |  | --- |  | -------------------------------------
|                    |  |     |  | CORTEX PHARMACEUTICALS, INC.         
|                    |  |    
|Date: April 7, 2010 |  | By: |  | /s/ Mark A. Varney, Ph.D.            
|                    |  |     |  | Mark A. Varney, Ph.D.                
|                    |  |     |  | President and Chief Executive Officer

We, the undersigned
directors and officers of Cortex Pharmaceuticals, Inc., do hereby constitute and appoint each of Roger G. Stoll, Ph.D., Mark A. Varney, Ph.D. and Maria S. Messinger as our true and lawful attorneys-in-fact and agents with power of substitution, to
do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this
Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

In accordance with 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/ Mark A. Varney, Ph.D.  |  | President, Chief Executive Officer                         |  | April 7, 2010
|Mark A. Varney, Ph.D.      |  | (Principal Executive Officer) and Director                 |  |              
|                           |  |                                                           
|/s/ Maria S. Messinger     |  | Vice President, Chief Financial Officer                    |  | April 7, 2010
|Maria S. Messinger         |  | (Principal Financial and Accounting Officer)
and Secretary |  |              
|                           |  |                                                           
|/s/ Robert F. Allnutt      |  | Director                                                   |  | April 7, 2010
|Robert F. Allnutt          |  |                                                            |  |              
|                           |  |                                                           
|/s/ John F. Benedik        |  | Director                                                   |  | April 7, 2010
|John F. Benedik            |  |                                                            |  |              
|                           |  |                                                           
|/s/ Charles J. Casamento   |  | Director                                                   |  | April 7, 2010
|Charles J. Casamento       |  |                                                            |  |              
|                           |  |                                                           
|/s/ Carl W. Cotman, Ph.D.  |  | Director                                                   |  | April 7, 2010
|Carl W. Cotman, Ph.D.      |  |                                                            |  |              
|                           |  |                                                           
|/s/ Peter F. Drake, Ph.D.  |  | Director                                                   |  | April 7, 2010
|Peter F. Drake, Ph.D.      |  |                                                            |  |              
|                           |  |                                                           
|/s/ M. Ross Johnson, Ph.D. |  | Director                                                   |  | April 7, 2010
|M. Ross Johnson, Ph.D.     |  |                                                            |  |              
|                           |  |                                                           
|/s/ Roger G. Stoll, Ph.D.  |  | Chairman of the Board                                      |  | April 7, 2010
|Roger G. Stoll, Ph.D.      |  |                                                            |  |              



S - 1



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##### Table of Contents

Index to Financial Statements



|                                                                                                                                       |  |     
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                       |  | Page
|Report of Independent Registered Public Accounting Firm                                                                                |  | F-2 
|                                                                                                                                       | 
|Balance Sheets  As of December 31, 2009 and December 31, 2008                                                                         |  | F-3 
|                                                                                                                                       | 
|Statements of Operations  For the years ended December 31, 2009, 2008 and
2007                                                        |  | F-4 
|                                                                                                                                       | 
|Statements of Stockholders Equity (Deficit) and Comprehensive Loss  For the period from December 31,
 2006 through December 31, 2009 |  | F-5 
|                                                                                                                                       | 
|Statements of Cash Flows  For the years ended December 31, 2009, 2008 and
2007                                                        |  | F-7 
|                                                                                                                                       | 
|Notes to Financial Statements                                                                                                          |  | F-8 



F - 1



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Cortex Pharmaceuticals, Inc.

We have
audited the accompanying balance sheets of Cortex Pharmaceuticals, Inc. (the Company) as of December 31, 2009 and 2008, and the related statements of operations, stockholders equity (deficit) and comprehensive loss, and cash
flows for each of the years in the three-year period ended December 31, 2009. Cortex Pharmaceuticals, Inc.s management is responsible for these financial statements. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its 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, as well as 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 Cortex Pharmaceuticals, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.

/s/ HASKELL & WHITE LLP

Irvine, California

April 7, 2010



F - 2



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

BALANCE SHEETS



|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                                                                                     |  | December 31,2009 |              |   | December 31,2008 |  
|Assets                                                                                                                                                                                                               |  |                  |              |   |                  |   |              |  
|                                                                                                                                                                                                                     |  |                 
|Current assets:                                                                                                                                                                                                      |  |                  |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                                                                                            |  | $                | 226,466      |   |                  | $ | 1,430,886    |  
|Marketable securities                                                                                                                                                                                                |  |                  |             |   |                  |   | 2,710,434    |  
|Other current assets                                                                                                                                                                                                 |  |                  | 19,578       |   |                  |   | 154,884      |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|Total current assets                                                                                                                                                                                                 |  |                  | 246,044      |   |                  |   | 4,296,204    |  
|                                                                                                                                                                                                                     |  |                 
|Furniture, equipment and leasehold improvements, net                                                                                                                                                                 |  |                  | 383,347      |   |                  |   | 809,458      |  
|Deferred offering costs                                                                                                                                                                                              |  |                  | 29,917       |   |                  |   |             |  
|Other                                                                                                                                                                                                                |  |                  | 46,667       |   |                  |   | 46,667       |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|                                                                                                                                                                                                                     |  | $                | 705,975      |   |                  | $ | 5,152,329    |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|Liabilities and Stockholders Equity (Deficit)                                                                                                                                                                       |  |                  |              |   |                  |   |              |  
|                                                                                                                                                                                                                     |  |                 
|Current liabilities:                                                                                                                                                                                                 |  |                  |              |   |                  |   |              |  
|Accounts payable                                                                                                                                                                                                     |  | $                | 1,575,240    |   |                  | $ | 1,123,015    |  
|Accrued wages, salaries and related expenses                                                                                                                                                                         |  |                  | 331,414      |   |                  |   | 293,746      |  
|Advance for MCI project                                                                                                                                                                                              |  |                  | 315,742      |   |                  |   | 311,723      |  
|Deferred rent                                                                                                                                                                                                        |  |                  |             |   |                  |   | 27,123       |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|Total current liabilities                                                                                                                                                                                            |  |                  | 2,222,396    |   |                  |   | 1,755,607    |  
|                                                                                                                                                                                                                     |  |                 
|Other non-current liability                                                                                                                                                                                          |  |                  | 11,288       |   |                  |   |             |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|Total liabilities                                                                                                                                                                                                    |  |                  | 2,233,684    |   |                  |   | 1,755,607    |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|Commitments and Contingencies (Note 7)                                                                                                                                                                               |  |                  |              |   |                  |   |              |  
|                                                                                                                                                                                                                     |  |                 
|Stockholders equity (deficit):                                                                                                                                                                                      |  |                  |              |   |                  |   |              |  
|Series B convertible preferred stock, $0.001 par value; $0.6667 per share liquidation preference; shares authorized: 3,200,000;
shares issued and outstanding: 37,500; common shares issuable upon conversion: 3,679 |  |                  | 21,703       |   |                  |   | 21,703       |  
|Common stock, $0.001 par value; shares authorized: 205,000,000; shares issued and outstanding: 68,412,618 (December 31, 2009) and
47,615,209 (December 31, 2008)                                                     |  |                  | 68,413       |   |                  |   | 47,615       |  
|Additional paid-in capital                                                                                                                                                                                           |  |                  | 118,525,140  |   |                  |   | 112,686,078  |  
|Unrealized loss, available for sale marketable securities                                                                                                                                                            |  |                  |             |   |                  |   | (3,884       | )
|Accumulated deficit                                                                                                                                                                                                  |  |                  | (120,142,965 | ) |                  |   | (109,354,790 | )
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|Total stockholders equity (deficit)                                                                                                                                                                                 |  |                  | (1,527,709   | ) |                  |   | 3,396,722    |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  
|                                                                                                                                                                                                                     |  | $                | 705,975      |   |                  | $ | 5,152,329    |  
|                                                                                                                                                                                                                     |  |                  |              |   |                  |   |              |  

See accompanying notes.



F - 3



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

STATEMENTS OF OPERATIONS



|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|--------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | --------------------------- | - | ----------- | -------------------------- |  | - | ----------- | -
|                                                                                        |  | Year endedDecember 31,2009 |             |   | Year endedDecember 
31,2008 |   |             | Year endedDecember 31,2007 | 
|Revenues:                                                                               |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Research and license revenue                                                            |  | $                          |            |   |                             | $ |            |                            |  | $ |            |  
|Grant revenue                                                                           |  |                            |            |   |                             |   |            |                            |  |   |            |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Total revenues                                                                          |  |                            |            |   |                             |   |            |                            |  |   |            |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Operating expenses (A):                                                                 |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Research and development                                                                |  |                            | 4,597,522   |   |                             |   | 10,780,324  |                            |  |   | 9,327,298   |  
|General and administrative                                                              |  |                            | 3,737,235   |   |                             |   | 4,258,603   |                            |  |   | 4,319,918   |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Total operating expenses                                                                |  |                            | 8,334,757   |   |                             |   | 15,038,927  |                            |  |   | 13,647,216  |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Loss from operations                                                                    |  |                            | (8,334,757  | ) |                             |   | (15,038,927 | )                          |  |   | (13,647,216 | )
|Interest income, net                                                                    |  |                            | 16,580      |   |                             |   | 443,061     |                            |  |   | 678,053     |  
|Loss on sale of fixed assets                                                            |  |                            | (123,177    | ) |                             |   |            |                            |  |   |            |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Net loss                                                                                |  | $                          | (8,441,354  | ) |                             | $ | (14,595,866 | )                          |  | $ | (12,969,163 | )
|Accretion of beneficial conversion feature on 0% Series E Convertible Preferred Stock   |  |                            | (831,704    | ) |                             |   |            |                            |  |   |            |  
|Accretion of beneficial conversion feature on Series F Convertible Preferred Stock      |  |                            | (1,515,117  | ) |                             |   |            |                            |  |   |            |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Net loss applicable to common stock                                                     |  | $                          | (10,788,175 | ) |                             | $ | (14,595,866 | )                          |  | $ | (12,969,163 | )
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Net loss per share, basic and diluted                                                   |  | $                          | (0.19       | ) |                             | $ | (0.31       | )                          |  | $ | (0.31       | )
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Shares used in basic and diluted calculation                                            |  |                            | 55,782,949  |   |                             |   | 47,571,680  |                            |  |   | 42,133,152  |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|(A) Operating expenses include the following non-cash stock-based compensation charges: |  |                            |             |   |                             |   |             |                            |  |   |             |  
|Research and development                                                                |  | $                          | 226,007     |   |                             | $ | 721,668     |                            |  | $ | 1,371,351   |  
|General and administrative                                                              |  |                            | 347,167     |   |                             |   | 577,417     |                            |  |   | 865,831     |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  
|                                                                                        |  | $                          | 573,174     |   |                             | $ | 1,299,085   |                            |  | $ | 2,237,182   |  
|                                                                                        |  |                            |             |   |                             |   |             |                            |  |   |             |  

See accompanying notes.



F - 4



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND COMPREHENSIVE LOSS



|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|---------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | ------------------------------------ | - | ---------------------------------- |  | ----------- | - | ------------------------ | - | ------------------------------------------ |  | - | ------------------ |  | - | ------- | - |  | - | ------------ | - |  | - | ----------- | -
|                                                                                               |  | Series 
Bconvertiblepreferredstock |        | 0% Series Econvertiblepreferredstock |   | Series 
Fconvertiblepreferredstock |  | Commonstock |   | Additionalpaid-incapital |   | Accumulatedothercomprehensiveincome (loss) |  |   | Accumulateddeficit |  |   | Total   |  
|Balance, December 31, 2006                                                                     |  | $                                  | 21,703 |                                      | $ |                                   |  | $           |  |                          | $ | 34,953                                     |  | $ | 90,056,734         |  | $ | (3,205  | ) |  | $ | (81,789,761  | ) |  | $ | 8,320,424   |  
|Sale of 5,021,427 shares of common stock, $1.12 per share, net of expenses                     |  |                                    |       |                                      |   |                                   |  |             |  |                          |   | 5,022                                      |  |   | 5,075,279          |  |   |        |   |  |   |             |   |  |   | 5,080,301   |  
|Sale of 7,075,000 shares of common stock, $2.00 per share, net of expenses                     |  |                                    |       |                                      |   |                                   |  |             |  |                          |   | 7,075                                      |  |   | 13,128,336         |  |   |        |   |  |   |             |   |  |   | 13,135,411  |  
|Issuance of 333,667 shares of common stock upon exercise of warrants                           |  |                                    |       |                                      |   |                                   |  |             |  |                          |   | 333                                        |  |   | 612,887            |  |   |        |   |  |   |             |   |  |   | 613,220     |  
|Issuance of 159,311 shares of common stock upon exercise of stock options                      |  |                                    |       |                                      |   |                                   |  |             |  |                          |   | 159                                        |  |   | 229,091            |  |   |        |   |  |   |             |   |  |   | 229,250     |  
|Issuance and vesting of stock options and warrants for consultants and other service providers |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   | 77,039             |  |   |        |   |  |   |             |   |  |   | 77,039      |  
|Non-cash stock-based employee compensation charges                                             |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   | 2,160,142          |  |   |        |   |  |   |             |   |  |   | 2,160,142   |  
|Comprehensive loss                                                                             |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Net loss                                                                                       |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   |                   |  |   |        |   |  |   | (12,969,163  | ) |  |   | (12,969,163 | )
|Unrealized gain on available for sale U.S. Government and other marketable securities          |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   |                   |  |   | 30,278  |   |  |   |             |   |  |   | 30,278      |  
|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Comprehensive loss                                                                             |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   |                   |  |   | 30,278  |   |  |   | (12,969,163  | ) |  |   | (12,938,885 | )
|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Balance, December 31, 2007                                                                     |  | $                                  | 21,703 |                                      | $ |                                   |  | $           |  |                          | $ | 47,542                                     |  | $ | 111,339,508        |  | $ | 27,073  |   |  | $ | (94,758,924  | ) |  | $ | 16,676,902  |  
|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Issuance of 22,750 shares of common stock upon exercise of stock options                       |  |                                    |       |                                      |   |                                   |  |             |  |                          |   | 23                                         |  |   | 8,509              |  |   |        |   |  |   |             |   |  |   | 8,532       |  
|Issuance of 50,033 shares of common stock to employees in exchange for accrued paid time off   |  |                                    |       |                                      |   |                                   |  |             |  |                          |   | 50                                         |  |   | 38,976             |  |   |        |   |  |   |             |   |  |   | 39,026      |  
|Issuance and vesting of stock options and warrants for consultants and other service providers |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   | 49,619             |  |   |        |   |  |   |             |   |  |   | 49,619      |  
|Non-cash stock-based employee compensation charges                                             |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   | 1,249,466          |  |   |        |   |  |   |             |   |  |   | 1,249,466   |  
|Comprehensive loss                                                                             |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Net loss                                                                                       |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   |                   |  |   |        |   |  |   | (14,595,866  | ) |  |   | (14,595,866 | )
|Unrealized loss on available for sale U.S. Government and other marketable securities          |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   |                   |  |   | (30,957 | ) |  |   |             |   |  |   | (30,957     | )
|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Comprehensive loss                                                                             |  |                                    |       |                                      |   |                                   |  |             |  |                          |   |                                           |  |   |                   |  |   | (30,957 | ) |  |   | (14,595,866  | ) |  |   | (14,626,823 | )
|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  
|Balance, December 31,2008                                                                      |  | $                                  | 21,703 |                                      | $ |                                   |  | $           |  |                          | $ | 47,615                                     |  | $ | 112,686,078        |  | $ | (3,884  | ) |  | $ | (109,354,790 | ) |  | $ | 3,396,722   |  
|                                                                                               |  |                                    |        |                                      |   |                                    |  |             |   |                          |   |                                            |  |   |                    |  |   |         |   |  |   |              |   |  |   |             |  

Continued



F - 5



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND COMPREHENSIVE LOSS

(Continued)



|                                                                                                      |  |                                    |        |                                       |   |          |                                    |  |   |             |   |                          |   |                                            |  |   |                    |  |   |        |   |  |   |              |   |  |   |            |  
|----------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------ | ------------------------------------- | - | -------- | ---------------------------------- |  | - | ----------- | - | ------------------------ | - | ------------------------------------------ |  | - | ------------------ |  | - | ------ | - |  | - | ------------ | - |  | - | ---------- | -
|                                                                                                      |  | Series 
Bconvertiblepreferredstock |        | 0% Series 
Econvertiblepreferredstock |   |          | Series 
Fconvertiblepreferredstock |  |   | Commonstock |   | Additionalpaid-incapital |   | Accumulatedothercomprehensiveincome (loss) |  |   | Accumulateddeficit |  |   | Total  |  
|Balance, December 31, 2008                                                                            |  | $                                  | 21,703 |                                       | $ |         |                                    |  | $ |            |   |                          | $ | 47,615                                     |  | $ | 112,686,078        |  | $ | (3,884 | ) |  | $ | (109,354,790 | ) |  | $ | 3,396,722  |  
|Sale of 1,475 shares of 0% Series E Convertible Preferred Stock, net of expenses                      |  |                                    |       |                                       |   | 831,704  |                                    |  |   |            |   |                          |   |                                           |  |   | 412,984            |  |   |       |   |  |   |             |   |  |   | 1,244,688  |  
|Beneficial conversion feature of 0% Series E Convertible Preferred Stock                              |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   | 831,704            |  |   |       |   |  |   | (831,704     | ) |  |   |           |  
|Issuance of 8,676,471 shares of common stock upon exercise of 0% Series E Convertible Preferred Stock |  |                                    |       |                                       |   | (831,704 | )                                  |  |   |            |   |                          |   | 8,676                                      |  |   | 823,028            |  |   |       |   |  |   |             |   |  |   |           |  
|Sale of 4,029 shares of Series F Convertible Preferred Stock, net of expenses                         |  |                                    |       |                                       |   |         |                                    |  |   | 1,284,225   |   |                          |   |                                           |  |   | 410,952            |  |   |       |   |  |   |             |   |  |   | 1,695,177  |  
|Beneficial conversion feature of Series F Convertible Preferred Stock                                 |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   | 1,515,117          |  |   |       |   |  |   | (1,515,117   | ) |  |   |           |  
|Issuance of 12,120,938 shares of common stock upon exercise of Series F Convertible Preferred Stock   |  |                                    |       |                                       |   |         |                                    |  |   | (1,284,225  | ) |                          |   | 12,122                                     |  |   | 1,272,103          |  |   |       |   |  |   |             |   |  |   |           |  
|Issuance and vesting of stock options and warrants for consultants and other service providers        |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   | 3,346              |  |   |       |   |  |   |             |   |  |   | 3,346      |  
|Non-cash stock-based employee compensation charges                                                    |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   | 569,828            |  |   |       |   |  |   |             |   |  |   | 569,828    |  
|Comprehensive loss                                                                                    |  |                                    |        |                                       |   |          |                                    |  |   |             |   |                          |   |                                            |  |   |                    |  |   |        |   |  |   |              |   |  |   |            |  
|Net loss                                                                                              |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   |                   |  |   |       |   |  |   | (8,441,354   | ) |  |   | (8,441,354 | )
|Realized gain on available for sale U.S. Government and other marketable securities                   |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   |                   |  |   | 3,884  |   |  |   |             |   |  |   | 3,884      |  
|                                                                                                      |  |                                    |        |                                       |   |          |                                    |  |   |             |   |                          |   |                                            |  |   |                    |  |   |        |   |  |   |              |   |  |   |            |  
|Comprehensive loss                                                                                    |  |                                    |       |                                       |   |         |                                    |  |   |            |   |                          |   |                                           |  |   |                   |  |   |       |   |  |   | (8,441,354   | ) |  |   | (8,437,470 | )
|                                                                                                      |  |                                    |        |                                       |   |          |                                    |  |   |             |   |                          |   |                                            |  |   |                    |  |   |        |   |  |   |              |   |  |   |            |  
|Balance, December 31, 2009                                                                            |  | $                                  | 21,703 |                                       | $ |         |                                    |  | $ |            |   |                          | $ | 68,413                                     |  | $ | 118,525,140        |  | $ |       |   |  | $ | (120,142,965 | ) |  | $ | (1,527,709 | )
|                                                                                                      |  |                                    |        |                                       |   |          |                                    |  |   |             |   |                          |   |                                            |  |   |                    |  |   |        |   |  |   |              |   |  |   |            |  

See accompanying notes.



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

STATEMENTS OF CASH FLOWS



|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | -------------------------- | - | ----------- | -------------------------- |  | - | ----------- | -
|                                                                                                                |  | Year endedDecember 31,2009 |            |   | Year endedDecember 31,2008 |   |             | Year endedDecember 31,2007 | 
|Cash flows from operating activities:                                                                           |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Net loss                                                                                                        |  | $                          | (8,441,354 | ) |                            | $ | (14,595,866 | )                          |  | $ | (12,969,163 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                                     |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Depreciation and amortization                                                                                   |  |                            | 186,940    |   |                            |   | 164,890     |                            |  |   | 126,851     |  
|Stock option compensation expense                                                                               |  |                            | 573,174    |   |                            |   | 1,299,085   |                            |  |   | 2,237,182   |  
|Loss on sale of fixed assets                                                                                    |  |                            | 123,177    |   |                            |   |            |                            |  |   |            |  
|Changes in operating assets/liabilities:                                                                        |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Accrued interest on marketable securities                                                                       |  |                            | 68         |   |                            |   | (39,260     | )                          |  |   | (32,699     | )
|Accounts receivable                                                                                             |  |                            |           |   |                            |   |            |                            |  |   | 160,088     |  
|Other current assets                                                                                            |  |                            | 135,306    |   |                            |   | 92,076      |                            |  |   | 117,859     |  
|Accounts payable and accrued expenses                                                                           |  |                            | 462,770    |   |                            |   | 61,638      |                            |  |   | (339,679    | )
|Changes in other assets and other liabilities                                                                   |  |                            | 15,898     |   |                            |   | (28,644     | )                          |  |   | (42,766     | )
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Net cash used in operating activities                                                                           |  |                            | (6,944,021 | ) |                            |   | (13,046,081 | )                          |  |   | (10,742,327 | )
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Cash flows from investing activities:                                                                           |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Purchase of marketable securities                                                                               |  |                            |           |   |                            |   | (3,186,104  | )                          |  |   | (17,059,966 | )
|Proceeds from maturities of marketable securities                                                               |  |                            | 2,713,659  |   |                            |   | 13,757,359  |                            |  |   | 11,665,800  |  
|Purchase of fixed assets                                                                                        |  |                            | (1,491     | ) |                            |   | (123,701    | )                          |  |   | (550,222    | )
|Proceeds from sales of fixed assets                                                                             |  |                            | 117,485    |   |                            |   |            |                            |  |   |            |  
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Net cash provided by (used in) investing activities                                                             |  |                            | 2,829,653  |   |                            |   | 10,447,554  |                            |  |   | (5,944,388  | )
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Cash flows from financing activities:                                                                           |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Proceeds from issuance of common stock in January 2007 registered direct offering, net                          |  |                            |           |   |                            |   |            |                            |  |   | 5,080,301   |  
|Proceeds from issuance of common stock in August 2007 registered direct offering, net                           |  |                            |           |   |                            |   |            |                            |  |   | 13,135,411  |  
|Proceeds from issuance of 0% Series E Convertible Preferred Stock in April 2009 registered direct offering, net |  |                            | 1,244,688  |   |                            |   |            |                            |  |   |            |  
|Proceeds from issuance of Series F Convertible Preferred Stock in July 2009 private placement, net              |  |                            | 1,695,177  |   |                            |   |            |                            |  |   |            |  
|Capitalized financing costs for private placement of convertible promissory note payable in January 2010        |  |                            | (29,917    | ) |                            |   |            |                            |  |   |            |  
|Proceeds from issuance of common stock upon exercise of warrants                                                |  |                            |           |   |                            |   |            |                            |  |   | 613,220     |  
|Proceeds from issuance of common stock upon exercise of stock options                                           |  |                            |           |   |                            |   | 8,532       |                            |  |   | 229,250     |  
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Net cash provided by financing activities                                                                       |  |                            | 2,909,948  |   |                            |   | 8,532       |                            |  |   | 19,058,182  |  
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|(Decrease) increase in cash and cash equivalents                                                                |  |                            | (1,204,420 | ) |                            |   | (2,589,995  | )                          |  |   | 2,371,467   |  
|Cash and cash equivalents, beginning of period                                                                  |  |                            | 1,430,886  |   |                            |   | 4,020,881   |                            |  |   | 1,649,414   |  
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Cash and cash equivalents, end of period                                                                        |  | $                          | 226,466    |   |                            | $ | 1,430,886   |                            |  | $ | 4,020,881   |  
|                                                                                                                |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Supplemental disclosure of non-cash financing activities:                                                       |  |                            |            |   |                            |   |             |                            |  |   |             |  
|Accretion of fair value of beneficial conversion feature on 0% Series E Convertible Preferred Stock             |  | $                          | 831,704    |   |                            | $ |            |                            |  | $ |            |  
|Accretion of fair value of beneficial conversion feature on Series F Convertible Preferred stock                |  | $                          | 1,515,117  |   |                            | $ |            |                            |  | $ |            |  

See accompanying notes.



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

NOTES TO FINANCIAL STATEMENTS

Note 1
 Business and Summary of Significant Accounting Policies

Business Cortex Pharmaceuticals, Inc. (the
Company) was formed to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. Since its formation in 1987, the Company has been engaged in
research and early clinical development activities.

In January 1999, the Company entered into a research collaboration
and exclusive worldwide license agreement with NV Organon (Organon) that will enable Organon to develop and commercialize the Companys
AMPAKINE® technology for the treatment of schizophrenia and depression (Note 5).

In October 2000, the Company entered into a research collaboration agreement and an exclusive license agreement with Les Laboratoires Servier
(Servier) (Note 4). The agreements, as amended to date, will enable Servier to develop and commercialize select AMPAKINE compounds for the treatment of (i) declines in cognitive performance associated with aging,
(ii) neurodegenerative diseases, such as Alzheimers disease, and (iii) anxiety disorders. In early December 2006, the Company terminated the research collaboration with Servier. The license agreement with Servier, as amended to date,
continues in full force and effect in accordance with its terms.

In March 2010, the Company entered into an asset purchase agreement with
Biovail Laboratories International SRL (Biovail) pursuant to which Biovail acquired the Companys rights to certain AMPAKINE compounds and related intellectual property, including CX717, for use in the field of
respiratory depression or vaso-occlusive crises associated with sickle cell disease. As part of the transaction, Biovail licensed back to the Company exclusive and irrevocable rights to certain of the acquired AMPAKINE compounds for
use outside of the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease (Note 10).

From inception
through December 31, 2009, the Company has generated only modest operating revenues, the majority of which it derived from its agreements with Servier and Organon, as further described in Notes 4 and 5, respectively. There were no revenues for
the years ended December 31, 2009, 2008 and 2007.

Going Concern  The Company will require substantial additional funds to
advance its research and development programs and to continue its operations, particularly if it decides to independently conduct later-stage clinical testing and apply for regulatory approval of any of its proposed products, and if it independently
undertakes marketing and promotion of its products. Additionally, the Company may require additional funds in the event that it decides to pursue strategic acquisitions or licenses for other products or businesses. Based on its current operating
plan, including planned clinical trials and other product research and development costs, the Company estimates that its existing cash resources, along with $1,500,000 of proceeds from its private placement of a convertible promissory note in
January 2010 and the proceeds of $10,000,000 from the transaction to sell selected AMPAKINE compounds and rights to respiratory depression to Biovail in March 2010, will be sufficient to meet its requirements into the second quarter
of 2011 and allow the Company to continue as a going concern. The Company believes that it will require additional capital to fund on-going operations beyond that time.

Cash Equivalents The Company considers all highly liquid short-term investments with maturities of less than three months when acquired to
be cash equivalents.



F - 8



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##### Table of Contents

Marketable Securities  Marketable securities are carried at fair value, with unrealized gains
and losses, net of any tax, reported as a separate component of stockholders equity. The Company utilizes observable inputs based on quoted prices in active markets for identical assets to record the fair value of its marketable securities.
Authoritative guidance that establishes a framework for fair value for generally accepted accounting principles in the United States deems observable inputs for identical assets as Level 1 inputs, the most reliable in the hierarchy of inputs for
determining fair value measurements.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of
discounts to maturity. Such amortization is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on short-term investments are included in interest income. The cost of securities sold is
based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.

Concentrations of Credit Risk  Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily
of cash, cash equivalents and short-term investments. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions.

Furniture, Equipment and Leasehold Improvements  Furniture, equipment and leasehold improvements are recorded at cost and depreciated on a
straight-line basis over the lesser of their estimated useful lives, ranging from five to ten years, or the life of the lease, as appropriate.

Long-Lived Assets  The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the
total amount of an asset may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and the eventual disposition are less than the assets carrying amount. The Company
did not recognize any significant impairment losses during any of the periods presented.

Revenue Recognition  The Company
recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and
(iv) collectibility of the fees is reasonably assured.

Revenues from milestone payments are recognized when earned, as evidenced by
written acknowledgement from the collaborator, provided that (i) the milestone event is substantive and its achievement was not reasonably assured at the inception of the agreement, and (ii) the Companys performance obligations, if
any, after the milestone achievement will continue to be funded by the collaborator at a comparable level to that before the milestone was achieved. If both of these criteria are not met, the milestone payment would be recognized over the remaining
minimum period of the Companys performance obligations under the arrangement.

If a collaborator develops and markets a product that
utilizes the Companys technology, the Company will be eligible to receive royalties based on net sales of the product, as defined by the relative agreement. The Company will recognize such royalties, if any, at the time that the royalties
become payable to the Company from the collaborator.

For arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets, we recognize revenue from milestone payments over the remaining minimum period of performance obligations under such multiple element arrangements.

Amounts received for upfront technology license fees under multiple-element arrangements are deferred and recognized on a straight-line basis over the
period of committed services or performance, which approximates the level of efforts provided, if such arrangements require the Companys on-going services or performance.

Employee Stock Options and Stock-Based Compensation All share-based payments to employees, including grants of employee stock options, are
recognized in the financial statements based on their fair values. For options granted during the years ended December 31, 2009, 2008 and 2007, the fair value of each option award was estimated using the Black-Scholes option pricing model and
the following assumptions:



|                                                                             |  |                         |   |  |           |   |  |           |  
|---------------------------------------------------------------------------- |  | ----------------------- | - |  | --------- | - |  | --------- | -
|                                                                             |  | Year ended December 31, |  
|                                                                             |  | 2009                    |   |  | 2008      |   |  | 2007      |  
|Weighted average risk-free interest rate                                     |  | 2.8                     | % |  | 3.0       | % |  | 3.9       | %
|Dividend yield                                                               |  | 0                       | % |  | 0         | % |  | 0         | %
|Volatility factor of the expected market price of the Companys common stock |  | 101                     | % |  | 97        | % |  | 95        | %
|Weighted average life                                                        |  | 6.9 years               |   |  | 6.7 years |   |  | 5.7 years |  



F - 9



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##### Table of Contents

Expected volatility is based on the historical volatility of the Companys stock. The Company also uses
historical data to estimate the expected term of options granted and employee termination rates. The risk-free rate for periods within the expected useful life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

The estimated weighted average fair value of options granted during the years ended December 31, 2009, 2008 and 2007 was $0.17, $0.52
and $0.71, respectively.

As of December 31, 2009, there was approximately $558,000 of total unrecognized compensation cost related to
non-vested share-based employee compensation arrangements. That non-cash cost is expected to be recognized over a weighted-average period of 1.3 years.

Stock options and warrants issued to non-employees as compensation for services to be provided to the Company are accounted for based upon the fair value
of the services provided or the estimated fair value of the option or warrant, whichever can be more clearly determined. The Company recognizes this expense over the period in which the services are provided. The Companys net loss for the
years ended December 31, 2009, 2008 and 2007 includes expenses of approximately $3,000, $50,000 and $77,000, respectively, for non-cash stock-based compensation for options issued to consultants and other non-employees.

The Company issues new shares to satisfy stock option and warrant exercises. There were no options exercised during the year ended December 31,
2009. During the years ended December 31, 2008 and 2007, the total intrinsic value of options exercised was approximately $7,000 and $105,000, respectively. The effect of potentially issuable shares of common stock was not included in the
calculation of diluted loss per share given that the effect would be anti-dilutive.

Research and Development Costs  All costs
related to research and development activities are treated as expenses in the period incurred.

Comprehensive Loss All
components of comprehensive loss, including net loss, are reported in the financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and
circumstances from non-owner sources. Net loss and other comprehensive loss, including unrealized gains and losses on investments, are reported net of any related tax effect to arrive at comprehensive loss.

Net Loss per Share  Net loss per share is computed based on the weighted average number of common shares outstanding.

As of December 31, 2009, the Company has reserved approximately 33.7 million shares of common stock for issuance upon exercise of outstanding
stock options and stock purchase warrants, as well as for conversion of the Companys Series B preferred stock, as further described in Note 3. The effect of the potentially issuable shares of common stock was not included in the calculation of
diluted loss per share given that the effect would be anti-dilutive.

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. These estimates and



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##### Table of Contents

assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual amounts may differ from those estimates.

Note 2  Detail of Selected Balance Sheet
Accounts

The Company did not hold any marketable securities as of December 31, 2009. The following is a summary of marketable
securities as of December 31, 2008:



|                                      |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|------------------------------------- |  | ---- | --------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | ---------
|                                      |  | Cost |           | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|Corporate obligations                 |  | $    | 1,202,511 |                      | $ | 1,195                 |  | $ | (3,960              | ) |  | $ | 1,199,746
|Mortgage backed government securities |  |      | 748,046   |                      |   | 1,994                 |  |   | (157                | ) |  |   | 749,883  
|Other asset backed securities         |  |      | 514,357   |                      |   |                      |  |   | (2,967              | ) |  |   | 511,390  
|Commercial paper                      |  |      | 249,404   |                      |   | 11                    |  |   |                    |   |  |   | 249,415  
|                                      |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|Total marketable securities           |  | $    | 2,714,318 |                      | $ | 3,200                 |  | $ | (7,084              | ) |  | $ | 2,710,434
|                                      |  |      |           |                      |   |                       |  |   |                     |   |  |   |          

The amortized cost and estimated fair value of available-for-sale
marketable securities as of December 31, 2008, by contractual maturity, are as follows:



|                                  |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|--------------------------------- |  | ---- | --------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | ---------
|                                  |  | Cost |           | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|Maturities                        |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|Within one year                   |  | $    | 2,199,961 |                      | $ | 3,200                 |  | $ | (4,117              | ) |  | $ | 2,199,044
|After one year through five years |  |      | 514,357   |                      |   |                      |  |   | (2,967              | ) |  |   | 511,390  
|                                  |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|Total marketable securities       |  | $    | 2,714,318 |                      | $ | 3,200                 |  | $ | (7,084              | ) |  | $ | 2,710,434
|                                  |  |      |           |                      |   |                       |  |   |                     |   |  |   |          

Gross realized gains and losses on sales of marketable securities were
not significant in the years ended December 31, 2009, 2008 and 2007. The Company manages risk on its investment portfolio by matching scheduled investment maturities with its cash requirements.

Furniture, equipment and leasehold improvements consist of the following:



|                         |  |              |            |   |      |   |            |  
|------------------------ |  | ------------ | ---------- | - | ---- | - | ---------- | -
|                         |  | December 31, |           
|                         |  | 2009         |            |   | 2008 |  
|Laboratory equipment     |  | $            | 1,733,461  |   |      | $ | 2,247,215  |  
|Leasehold improvements   |  |              | 773,871    |   |      |   | 773,871    |  
|Furniture and equipment  |  |              | 183,549    |   |      |   | 183,549    |  
|Computers and software   |  |              | 332,557    |   |      |   | 418,858    |  
|                         |  |              |            |   |      |   |            |  
|                         |  |              | 3,023,438  |   |      |   | 3,623,493  |  
|Accumulated depreciation |  |              | (2,640,091 | ) |      |   | (2,814,035 | )
|                         |  |              |            |   |      |   |            |  
|                         |  | $            | 383,347    |   |      | $ | 809,458    |  
|                         |  |              |            |   |      |   |            |  



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##### Table of Contents

Note 3  Stockholders Equity

Preferred Stock

The Company has
authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share, of which, as of December 31, 2009, 1,250,000 shares have been designated as 9% Cumulative Convertible Preferred Stock (non-voting,
9% Preferred); 3,200,000 shares have been designated as Series B Convertible Preferred Stock (non-voting, Series B Preferred); 500 shares have been designated as Series D Convertible Preferred Stock (non-voting,
Series D Preferred); 35,000 have been designated as Series A Junior Participating Preferred Stock (non-voting, Series A Junior Participating) and 514,500 shares were undesignated and may be issued with such rights and powers
as the Board of Directors may designate. No shares of the 9% Preferred or Series D Preferred were outstanding during the years ended December 31, 2008 and 2009.

Series B Preferred outstanding as of December 31, 2009 and 2008 consisted of 37,500 shares issued in a May 1991 private placement. Each share of
Series B Preferred is convertible into approximately 0.09812 shares of common stock at an effective conversion price of $6.795 per share of common stock, subject to adjustment under certain circumstances. As of December 31, 2009, the
remaining shares of Series B Preferred outstanding are convertible into 3,679 shares of common stock. The Company may redeem the Series B Preferred at a price of $0.6667 per share, an amount equal to its liquidation preference, at any time upon 30
days prior notice.

In April 2009, the Company completed a registered direct offering of 1,475 shares of its newly designated 0% Series
E Convertible Preferred Stock with a stated value of $1,000 per share (the Series E Preferred) and warrants to purchase an aggregate of 6,941,176 shares of its common stock to a single institutional investor in exchange for gross
proceeds of $1,475,000. Net proceeds from the offering were approximately $1,250,000.The warrants have an exercise price of $0.2721 per share (reduced from $0.3401 per share in February 2010) and are exercisable on or before October 17, 2012.

The Company evaluated the exercise and conversion features for the Series E Preferred and the related warrants issued in the transaction and
deemed both securities to be equity instruments indexed to the Companys common stock.

In recording the proceeds from this offering, the
Company estimated the fair value of the warrants issued to the investor using the Black-Scholes option pricing model. The value of the Series E Preferred was estimated based upon the fair value of the underlying common stock issuable upon
conversion. The Company then used the relative fair value method to allocate the proceeds to the investor warrants and the Series E Preferred.

The Company calculated an effective conversion price for the Series E Preferred based upon the allocated proceeds and then measured the intrinsic value
of the beneficial conversion right embedded within such Preferred Stock. The beneficial conversion right is based on the difference between the fair value of the Companys common stock and the effective conversion price of the Series E
Preferred on the closing date of the offering.

Given that the Series E Preferred was immediately convertible, the value of the beneficial
conversion right was fully amortized at the date of issuance of such Preferred Stock through a charge to the Companys accumulated deficit. That charge is reflected in the accompanying statement of operations as an increase in the net loss for
purposes of determining the net loss applicable to common stock for the year ended December 31, 2009.

The Series E Preferred was
subsequently fully converted into 8,676,471 shares of the Companys common stock at a conversion price of $0.17 per share. Upon the conversion, shares of the Series E Preferred resumed the status of authorized but unissued shares of preferred
stock and are no longer designated as Series E Preferred.



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In July 2009, the Company completed a private placement of 4,029 shares of its newly designated Series F
Convertible Preferred Stock with a stated value of $1,000 per share (the Series F Preferred) and warrants to purchase an aggregate of 6,060,470 shares of its common stock to a single institutional investor in exchange for gross proceeds
of $4,029,000, of which $2,029,000 was placed in an escrow account. For conversions of the Series F Preferred prior to July 29, 2014, the Company agreed to pay the holder an amount from the escrow account equal to approximately $504 per $1,000
of stated value of the Series F Preferred converted. The warrants issued to the investor have an exercise price of $0.2699 per share and are exercisable on or before January 31, 2013.

The proceeds placed in the escrow account were recorded as a liability until such amounts were released to the investor in connection with conversions of
the Series F Preferred. The Company evaluated the exercise and conversion features for the Series F Preferred and the related warrants issued in the transaction and deemed both securities to be equity instruments indexed to the Companys common
stock.

In recording the proceeds from this offering, the Company estimated the fair value of the warrants issued to the investor using the
Black-Scholes option pricing model. The value of the Series F Preferred was estimated based upon the fair value of the underlying common stock issuable upon conversion. The Company then used the relative fair value method to allocate the proceeds to
the investor warrants and the Series F Preferred.

The Company calculated an effective conversion price for the Series F Preferred based upon
the allocated proceeds and then measured the intrinsic value of the beneficial conversion right embedded within such Preferred Stock. The beneficial conversion right is based on the difference between the fair value of the Companys common
stock and the effective conversion price of the Series F Preferred on the closing date of the offering.

Given that the Series F Preferred was
convertible upon effectiveness of the registration statement for the underlying shares of the Companys common stock, which occurred during August 2009, the value of the beneficial conversion right has been fully amortized as of
December 31, 2009 through a charge to the Companys accumulated deficit. That charge is reflected in the accompanying statement of operations as an increase in the net loss for purposes of determining the net loss applicable to common
stock for the year ended December 31, 2009.

As of December 31, 2009, the Series F Preferred has fully converted into 12,120,938
shares of the Companys common stock at a conversion price of $0.3324 per share and the $2,029,000 held in the escrow account has been released to the investor. Upon the conversion, shares of the Series F Preferred resumed the status of
authorized but unissued shares of preferred stock and are no longer designated as Series F Preferred.

Common Stock and Common Stock
Purchase Warrants

On January 22, 2007, the Company completed a registered direct offering with several institutional investors
for shares of its common stock and warrants to purchase common stock for an aggregate purchase price of approximately $5,624,000. Net proceeds from the offering were approximately $5,080,000. Under the terms of the transaction, the Company sold an
aggregate of 5,021,427 shares of its common stock and warrants to purchase 3,263,927 shares of its common stock. The warrants have an exercise price of $1.66 per share and are exercisable on or before January 21, 2012. The warrants are subject
to a call provision in favor of the Company to the extent that the closing price of the Companys common stock exceeds $3.35 for any 13 consecutive trading-day period. During the year ended December 31, 2007, the Company received
approximately $443,000 from the exercise of related warrants. No other related warrants were exercised during the years ended December 31, 2008 and 2009. If the remaining 2,996,927 warrants are fully exercised, of which there can be no
assurance, these warrants would provide approximately $4,975,000 of additional capital.



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##### Table of Contents

On August 29, 2007, the Company completed a registered direct offering with several institutional
investors for shares of its common stock and warrants to purchase common stock for an aggregate purchase price of $14,150,000. Net proceeds from the offering were approximately $13,135,000. Under the terms of the transaction, the Company sold an
aggregate of 7,075,000 shares of its common stock and warrants to purchase 2,830,000 shares of its common stock to the investors. The investors warrants have an exercise price of $2.64 per share and are exercisable on or before August 28,
2012. In addition, the Company issued warrants to purchase up to an aggregate of 176,875 shares of its common stock to the placement agents in the offering. The placement agents warrants have an exercise price of $3.96 per share and are
exercisable on or before August 28, 2012. No related warrants were exercised during the years ended December 31, 2008 and 2009. If the investor and placement agent warrants are fully exercised, of which there can be no assurance, these
warrants would provide approximately $8,172,000 of additional capital.

In connection with the registered direct offering of the
Companys 0% Series E Convertible Preferred Stock in April 2009, as described more fully above, the Company issued warrants to purchase an aggregate of 6,941,176 shares of its common stock to a single institutional investor. The warrants were
issued with an exercise price of $0.3401 per share and are exercisable on or before October 17, 2012. In February 2010, the exercise price of these warrants was reduced to $0.2721 in exchange for the investors consent and waiver with
respect to the Companys completed financing transaction with Samyang Optics Co., Ltd. in January 2010, as explained more fully in Note 10. The warrants also are subject to a call provision in favor of the Company to the extent that the volume
weighted average price of the Companys common stock exceeds $0.6802 for any 20 consecutive trading days. If the warrants are fully exercised, of which there can be no assurance, these warrants would provide approximately $1,889,000 of
additional capital. The Company also issued warrants to purchase up to an additional aggregate of 433,824 shares of the Companys common stock to the placement agent for the transaction. These warrants have an exercise price of $0.26 per share
and are subject to the same term of exercisability as the warrants issued to the investor. The warrants issued to the placement agent are subject to a call provision in favor of the Company to the extent that the volume weighted average price of the
Companys common stock exceeds $0.52 for any 20 consecutive trading days. If the warrants are fully exercised, of which there can be no assurance, these warrants would provide approximately $113,000 of additional capital. No related warrants
were exercised during the year ended December 31, 2009.

In connection with the private placement of the Companys Series F
Convertible Preferred Stock in July 2009, as described more fully above, the Company issued warrants to purchase an aggregate of 6,060,470 shares of its common stock to a single institutional investor. The warrants have an exercise price of $0.2699
per share and are exercisable on or before January 31, 2013. If the warrants are fully exercised, of which there can be no assurance, these warrants would provide approximately $1,636,000 of additional capital. The Company also issued warrants
to purchase up to an additional aggregate of 606,047 shares of the Companys common stock to the placement agent for the transaction. These warrants have an exercise price of $0.3656 per share and are subject to the same term of exercisability
as the warrants issued to the investor. The warrants issued to the investor and the placement agent are subject to a call provision in favor of the Company to the extent that the volume weighted average price of the Companys common stock
exceeds $0.5398 for any 20 consecutive trading days. If the warrants issued to the placement agent are fully exercised, of which there can be no assurance, these warrants would provide approximately $222,000 of additional capital.

In connection with the engagement of a consultant for investor relations purposes, from February 2003 through December 2004, the Company issued five-year
warrants to purchase up to an aggregate of 188,000 shares of its common stock at a weighted-average exercise price of $1.59 per share. During the year ended December 31, 2005, the Company issued warrants to purchase another 8,000 shares of its
common stock at a weighted-average exercise price of $2.77 per share. The applicable exercise prices for these warrants were derived from the market value of the Companys common stock on the date of issuance and the warrants were fully
exercisable when issued. During the year ended December 31, 2008, in exchange for ongoing services, the exercisability of previously issued warrants to purchase 42,000 shares of common stock was extended to early September 2010. In connection
with the term extensions, during the year ended December 31, 2008 the Company recorded non-cash stock compensation charges of approximately $7,000. As of December 31, 2009, warrants to purchase a total of 50,000 shares of the
Companys common stock remained outstanding at a weighted average exercise price of $2.83 per share. The expiration dates for the outstanding warrants, as amended, range from early January 2010 to early September 2010. No related warrants were
exercised during the years ended December 31, 2008 and 2009.



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In connection with business development activities, in July 2005 the Company issued a five-year warrant to
purchase 100,000 shares of its common stock at an exercise price of $2.75 per share. The warrant is subject to certain conditions in order to become exercisable, which conditions remain unmet as of December 31, 2009.

As of December 31, 2009, the Company had reserved an aggregate of 3,679 shares for issuance upon conversion of the Series B Preferred; 20,195,319
shares for issuance upon exercise of warrants; 13,538,498 shares for issuance upon exercise of outstanding stock options; and 411,969 shares for issuance upon exercise of stock options available for future grant.

Warrant transactions by the Company for the years ended December 31, 2007, 2008 and 2009 are summarized below:



|                                    |  |                           |   |  |                                         |     
|----------------------------------- |  | ------------------------- | - |  | --------------------------------------- | ----
|                                    |  | Numberof underlyingshares |   |  | Weighted averageexercise
priceper share
|Outstanding as of December 31, 2006 |  | 8,311,409                 |   |  | $                                       | 3.02
|Issued                              |  | 6,270,802                 |   |  |                                         | 2.17
|Exercised                           |  | (333,667                  | ) |  |                                         | 1.84
|Expired                             |  | (437,248                  | ) |  |                                         | 3.46
|                                    |  |                           |   |  |                                         |     
|Outstanding as of December 31, 2007 |  | 13,811,296                |   |  | $                                       | 2.65
|Issued                              |  |                          |   |  |                                         |    
|Exercised                           |  |                          |   |  |                                         |    
|Expired                             |  | (1,890,668                | ) |  |                                         | 2.50
|                                    |  |                           |   |  |                                         |     
|Outstanding as of December 31, 2008 |  | 11,920,628                |   |  | $                                       | 2.67
|Issued                              |  | 14,041,517                |   |  |                                         | 0.31
|Exercised                           |  |                          |   |  |                                         |    
|Expired                             |  | (5,766,826                | ) |  |                                         | 3.25
|                                    |  |                           |   |  |                                         |     
|Outstanding as of December 31, 2009 |  | 20,195,319                |   |  | $                                       | 0.89
|                                    |  |                           |   |  |                                         |     

Information regarding warrants outstanding at December 31, 2009 is as follows:



|                         |  |                                                      |  |                                          |  |                               |     
|------------------------ |  | ---------------------------------------------------- |  | ---------------------------------------- |  | ----------------------------- | ----
|Range of exercise prices |  | Numberoutstanding andexercisable atDecember 31, 2009 |  | Weightedaverageremainingcontractual life |  | Weightedaverageexercise price
|$ 0.26 - $0.37           |  | 14,041,517                                           |  | 2.9 years                                |  | $                             | 0.31
|$1.65 - $2.41            |  | 3,014,927                                            |  | 2.0 years                                |  |                               | 1.66
|$2.64 - $4.29            |  | 3,138,875                                            |  | 2.6 years                                |  |                               | 2.72
|                         |  |                                                      |  |                                          |  |                               |     
|                         |  | 20,195,319                                           |  |                                          |  |                               |     
|                         |  |                                                      |  |                                          |  |                               |     

Stock Option and Stock Purchase Plan

The Companys 1996 Stock Incentive Plan (the 1996 Plan), which terminated pursuant to its terms on October 25, 2006, provided for
the granting of options and rights to purchase up to an aggregate of 10,213,474 shares of the Companys authorized but unissued common stock to qualified employees, officers, directors, consultants and other service providers. Options
previously granted under the 1996 Plan generally vest over a three-year period, although some options granted to officers included more accelerated vesting. Options previously granted under the 1996 Plan generally expire ten years from the date of
grant, but some options granted to consultants expire five years from the date of grant.



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##### Table of Contents

On March 30, 2006, the Companys Board of Directors approved the 2006 Stock Incentive Plan (the
2006 Plan), which subsequently was approved by the Companys stockholders on May 10, 2006. Since the approval of the 2006 Plan, no further options have been or will be granted under the 1996 Plan. The 2006 Plan provides for the
granting of options and rights to purchase up to an aggregate of 7,363,799 shares of the Companys authorized but unissued common stock (subject to adjustment under certain circumstances, such as stock splits, recapitalizations and
reorganization) to qualified employees, officers, directors, consultants and other service providers.

Under the 2006 Plan, the Company may
issue a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, nonqualified stock options, restricted stock grants, stock appreciation rights, stock payment awards, restricted stock units
and dividend equivalents. The exercise price of stock options offered under the 2006 Plan must be at least 100% of the fair market value of the common stock on the date of grant. If the person to whom an incentive stock option is granted is a 10%
stockholder of the Company on the date of grant, the exercise price per share shall not be less than 110% of the fair market value on the date of grant. Vesting and expiration provisions for options granted under the 2006 Plan are similar to those
under the 1996 Plan.

Subject to any restrictions under federal or securities laws, the Chief Executive Officer may award stock options to new
non executive-officer employees and consultants, with a market value at the time of hire equivalent to up to 100% of the employees annual salary or the consultants anticipated annual consulting fees. The Chief Executive Officer shall
have the discretion to increase or decrease such awards based on market and recruiting factors subject to a limit per person in each case of options to purchase 50,000 shares. Additionally, on an annual basis, the Chief Executive Officer may grant
continuing employees and consultants, based upon performance and objectives, a stock option for that number of shares up to 40% of the employees annual salary or the consultants annual fees, but not to exceed 50,000 shares per person per
year. Any option grant exceeding 50,000 shares per person per year requires approval by the Compensation Committee of the Board of Directors. These options shall be granted with an exercise price equal to the fair market value of the Companys
common stock on the date of issuance, have a ten-year term, vest annually over a three-year period from the dates of grant and have other terms consistent with the 2006 Plan.

Each non-employee director (other than those who serve on the Board of Directors to oversee an investment in the Company) is automatically granted
options to purchase 30,000 shares of common stock upon commencement of service as a director and, each non-employee director is automatically granted additional options to purchase 30,000 shares of common stock on the date of the first meeting of
the Board of Directors for the relative calendar year. During 2009, the automatic annual grants to the non-employee directors were not issued until the stockholders approved an increase in the authorized shares available under the 2006 Plan at the
Annual Meeting of Stockholders in June 2009. Options to purchase an additional 30,000 shares of common stock were granted to the non-employee directors in August 2009. Stock option issuances to non-employee directors who serve on the Board of
Directors to oversee an investment in the Company are determined separately. No non-employee directors currently serve in that capacity. The nonqualified options to non-employee directors have an exercise price equal to 100% of the fair market value
of the common stock on the date of grant, have a ten-year term and vest annually over a three-year period from the dates of grant.

As of
December 31, 2009, options to purchase an aggregate of 8,984,592 shares of common stock were exercisable under the Companys stock option plans. During the years ended December 31, 2009, 2008 and 2007, the Company did not issue
options to purchase shares of common stock with exercise prices below the fair market value of the common stock on the dates of grant.



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##### Table of Contents

Stock option transactions under the Companys stock option plans for the years ended December 31,
2007, 2008 and 2009 are summarized below:



|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  
|------------------------------ |  | ---------- | - |  | ------------------------------------- | ---- | ----------------------------------------- | --------- | ------------------------ | - | -
|                               |  | Shares     |   |  | WeightedAveragePer ShareExercisePrice |      | Weighted AverageRemainingContractual Term |           | AggregateIntrinsic Value
|Balance, December 31, 2006     |  | 9,767,156  |   |  | $                                     | 2.04 |                                           |           |                          |   |  
|Granted                        |  | 1,237,130  |   |  |                                       | 0.97 |                                           |           |                          |   |  
|Exercised                      |  | (159,311   | ) |  |                                       | 1.44 |                                           |           |                          |   |  
|Expired                        |  | (484,814   | ) |  |                                       | 1.99 |                                           |           |                          |   |  
|Forfeited                      |  | (218,665   | ) |  |                                       | 2.03 |                                           |           |                          |   |  
|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  
|Balance, December 31, 2007     |  | 10,141,496 |   |  | $                                     | 1.92 |                                           |           |                          |   |  
|Granted                        |  | 1,817,000  |   |  |                                       | 0.64 |                                           |           |                          |   |  
|Exercised                      |  | (22,750    | ) |  |                                       | 0.38 |                                           |           |                          |   |  
|Expired                        |  | (236,428   | ) |  |                                       | 2.05 |                                           |           |                          |   |  
|Forfeited                      |  | (144,999   | ) |  |                                       | 1.23 |                                           |           |                          |   |  
|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  
|Balance, December 31, 2008     |  | 11,554,319 |   |  | $                                     | 1.73 |                                           |           |                          |   |  
|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  
|Granted                        |  | 3,160,000  |   |  |                                       | 0.21 |                                           |           |                          |   |  
|Exercised                      |  |           |   |  |                                       |     |                                           |           |                          |   |  
|Expired                        |  | (890,744   | ) |  |                                       | 1.35 |                                           |           |                          |   |  
|Forfeited                      |  | (285,077   | ) |  |                                       | 1.09 |                                           |           |                          |   |  
|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  
|Balance, December 31, 2009     |  | 13,538,498 |   |  | $                                     | 1.41 |                                           | 6.3 years |                          | $ | 0
|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  
|Exercisable, December 31, 2009 |  | 8,984,592  |   |  | $                                     | 1.95 |                                           | 4.9 years |                          | $ | 0
|                               |  |            |   |  |                                       |      |                                           |           |                          |   |  

As of December 31, 2009, options available for future grant under the 2006 Stock Incentive Plan amounted to
411,969.

Information regarding stock options outstanding at December 31, 2009 is as follows:



|                         |  |                                      |  |                                          |  |                               |      |                                      |           |                               |   |     
|------------------------ |  | ------------------------------------ |  | ---------------------------------------- |  | ----------------------------- | ---- | ------------------------------------ | --------- | ----------------------------- | - | ----
|                         |  | Options Outstanding                  |  | Options Exercisable                     
|Range of
exercise prices |  | Numberoutstanding atDecember 31,2009 |  | Weightedaverageremainingcontractual life |  | Weightedaverageexercise price |      | Numberexercisable atDecember 31,2009 |           | Weightedaverageexercise price
|$0.20 - $0.29            |  | 3,160,000                            |  | 9.6 years                                |  | $                             | 0.21 |                                      | 1,000     |                               | $ | 0.29
|0.30 - 0.66              |  | 1,887,630                            |  | 8.0 years                                |  |                               | 0.59 |                                      | 880,220   |                               |   | 0.61
|0.71 - 1.06              |  | 1,725,899                            |  | 3.9 years                                |  |                               | 0.82 |                                      | 1,472,566 |                               |   | 0.80
|1.07 - 1.56              |  | 1,472,229                            |  | 6.9 years                                |  |                               | 1.26 |                                      | 1,373,899 |                               |   | 1.27
|1.57 - 2.35              |  | 1,489,624                            |  | 4.7 years                                |  |                               | 2.24 |                                      | 1,453,791 |                               |   | 2.26
|2.38 - 3.38              |  | 3,773,167                            |  | 4.3 years                                |  |                               | 2.81 |                                      | 3,773,167 |                               |   | 2.81
|3.39 - 4.44              |  | 29,949                               |  | 2.3 years                                |  |                               | 4.34 |                                      | 29,949    |                               |   | 4.34
|                         |  |                                      |  |                                          |  |                               |      |                                      |           |                               |   |     
|                         |  | 13,538,498                           |  | 6.3 years                                |  |                               | 1.41 |                                      | 8,984,592 |                               |   | 1.95
|                         |  |                                      |  |                                          |  |                               |      |                                      |           |                               |   |     

Stockholder Rights Plan

On February 5, 2002, the Companys Board of Directors approved the adoption of a Stockholder Rights Plan to protect stockholder interests
against takeover strategies that may not provide maximum stockholder value. A dividend of one Right (each, a Right and, collectively, the Rights) for each outstanding share of the Companys common stock was distributed
to stockholders of record on February 15, 2002. Each share of common stock presently outstanding and issued since February 15, 2002 also includes one Right. Each share of common stock that may be issued after the date hereof but prior to
the Distribution Date (as defined below) will also include one Right. The Rights automatically attach to outstanding shares of common stock detailed above and no separate certificates are issued. The Rights trade only together with the
Companys common stock.



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##### Table of Contents

Each Right allows its holder to purchase one one-thousandth of a share (a
Unit) of Series A Junior Participating Preferred Stock at a purchase price of $75.00 per Unit. The Rights are not currently exercisable, but will become exercisable on the
10thbusiness day following the occurrence of certain
events relating to a person or group (Acquiring Person) acquiring or attempting to acquire fifteen percent (15%) or more of the outstanding shares of the Companys common stock (the Distribution Date). If the Rights
become exercisable, then any Rights held by the Acquiring Person are void. In such event, each other holder of a Right that has not been exercised will have the right upon exercise to purchase shares of the Companys common stock (or common
stock of the Acquiring Person in certain situations) having a value equal to two times the exercise price of the Right. Unless redeemed or exchanged earlier by the Company, the Rights expire on February 15, 2012.

The Company has 35,000 shares of Series A Junior Participating Preferred Stock authorized (35,000,000 Units), of which no shares or Units are issued or
outstanding at December 31, 2009. Each Unit would entitle the holder to (A) one vote, voting together with the shares of common stock; (B) in the event that the Companys assets are liquidated, a payment of $1.00 or an amount
equal to the payment to be distributed per share of common stock, whichever is greater; and (C) in the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, a payment in the amount equal to the
payment received per share of common stock. The number of Rights per share of common stock, and the purchase price, are subject to adjustment in the event of each and any stock split, stock dividend or similar event.

Note 4  Research and License Agreement with Les Laboratoires Servier

In October 2000, the Company entered into a research collaboration agreement and an exclusive license agreement with Les Laboratoires Servier. The
agreements will allow Servier to develop and commercialize select AMPAKINE compounds for the treatment of (i) declines in cognitive performance associated with aging, (ii) neurodegenerative diseases and (iii) anxiety
disorders. The indications covered include, but are not limited to, Alzheimers disease, mild cognitive impairment, sexual dysfunction, and the dementia associated with multiple sclerosis and Amyotrophic Lateral Sclerosis. In early December
2006, the Company terminated the research collaboration with Servier. However, the exclusive license agreement with Servier, as amended to date, will continue in full force and effect in accordance with its terms for the three compounds selected by
Servier at termination. The Company remains eligible for milestone payments based upon clinical development of the licensed compounds by Servier, and ultimately, royalties on worldwide product sales, if any. The territory covered by the exclusive
license excludes North America, allowing the Company to retain commercialization rights in its domestic market. The territory covered by the exclusive license agreement also excludes South America (except Argentina, Brazil and Venezuela), Australia
and New Zealand. The Company, as a result of the termination, recovered worldwide marketing rights for all of the indications originally licensed to Servier, other than three compounds retained by Servier for commercialization.

In connection with the agreements, Servier paid the Company a nonrefundable, up-front payment of $5,000,000. The upfront payment was amortized as revenue
over the research support period, as extended by the amendments entered into in October 2002 and December 2003. The October 2000 agreements included research support through early December 2006, subject to the Company providing agreed-upon levels of
research. The amount of support was subject to annual adjustment based upon the increase in the U.S. Department of Labors Consumer Price Index. During the year ended December 31, 2006, the Company recorded research support from Servier of
approximately $1,025,000. The agreements also include milestone payments based upon clinical development and royalty payments on sales in licensed territories.

In October 2002, Servier agreed to provide the Company with $4,000,000 of additional research support, in exchange for rights to the Companys
AMPAKINE compounds for the potential treatment of anxiety disorders, in Serviers licensed territories. The $4,000,000 was received in quarterly installments of $500,000 over a two-year period, with the final payment received
during the quarter ended September 30, 2004.



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##### Table of Contents

Note 5  Research and License Agreement with NV Organon

In January 1999, the Company entered into a research collaboration and exclusive worldwide license agreement with NV Organon. The agreement will enable
Organon to develop and commercialize the Companys proprietary AMPAKINE technology for the treatment of schizophrenia and depression.

In connection with the Organon agreement, the Company received an up-front payment of $2,000,000. The agreement also included support of approximately
$3,000,000 per year for the period from January 1999 through January 2001, during which time the Company provided research services to Organon.

During the fiscal year ended June 30, 2000, the Company received its first milestone under the agreement, triggered when Organon selected an
AMPAKINE compound to pursue in Phase I clinical testing as a potential treatment for schizophrenia. During the fiscal year ended June 30, 2002, Organon notified the Company of its intent to continue developing the selected
compound by entering Phase II clinical testing, triggering a second milestone payment of $2,000,000, which the Company received in September 2001. During the fiscal year ended June 30, 2004, Organon paid the Company another $2,000,000 milestone
in order to retain its rights to the Companys AMPAKINE technology in the field of depression. The Company remains eligible for additional milestone payments based upon further clinical development of the licensed technology by
Organon, and ultimately, royalties on worldwide product sales, if any. Unless terminated earlier, the agreement continues until the expiration of all of Organons royalty obligations, which continue until the expiration of patents covering the
AMPAKINE technology or compounds licensed under the agreement.

In November 2007, Organon was acquired by Schering-Plough
Corporation. Subsequently, in November 2009, Schering-Plough Corporation was acquired by Merck & Co. Inc.

Note 6  Advance
from the Institute for the Study of Aging

In June 2000, the Company received $247,300 from the Institute for the Study of Aging (the
Institute) to fund testing of the Companys AMPAKINE CX516 in patients with mild cognitive impairment (MCI). Patients with MCI represent the earliest clinically-defined group with memory impairment beyond
that expected for normal individuals of the same age and education, but such patients do not meet the clinical criteria for Alzheimers disease. The Institute is a non-profit foundation based in New York City and dedicated to the improvement in
quality of life for the elderly.

Provided that the Company complies with the conditions of the funding agreement, repayment of the advance
shall be forgiven unless the Company enters one of its AMPAKINE compounds into Phase III clinical trials for Alzheimers disease. Upon such potential clinical trials, repayment would include the principal amount plus accrued
interest computed at a rate equal to one-half of the prime lending rate. In lieu of cash, in the event of repayment the Institute may elect to receive the outstanding principal balance and any accrued interest thereon as shares of the Companys
common stock. The conversion price for such form of repayment shall initially equal $4.50 per share, subject to adjustment under certain circumstances. Included in the balance sheet is accrued principal and interest of approximately $316,000 and
$312,000 at December 31, 2009 and 2008, respectively.

Note 7  Commitments

The Company leases its offices and research laboratories under an operating lease that expires May 31, 2012. The related lease agreement includes
scheduled rent increases that are recorded on a straight-line basis over the lease term. Subject to certain conditions, the lease provides the Company an option to extend the term of the lease for three one-year periods at the prevailing market
rental rate at the time any extension is set to commence. Rent expense under this lease for the years ended December 31, 2009, 2008 and 2007 was approximately $536,000, $500,000 and $511,000, respectively. Commitments under the lease for the
years ending December 31, 2010, 2011 and the five months ending May 31, 2012 are approximately $556,000, $581,000 and $248,000, respectively.



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##### Table of Contents

As of December 31, 2009, the Company has employment agreements with three of its executive officers
that involve annual salary payments approximating $786,000 and provide for bonuses under certain circumstances. The agreements expire in May 2010, August 2010 and August 2011.

The Company has entered into severance agreements with each of its executive officers. In the event of a termination of employment, under certain
circumstances, these severance agreements provide defined benefits to the executive officers, including compensation equal to 12 months of the executive officers then current salary.

In March 2009, each of the Companys executive officers agreed to a 20% reduction in their base salary in an effort to conserve the Companys
financial resources. Following the proceeds from the transaction with Biovail in March 2010 (see Note 10), the Company believes it is reasonably possible that some of the reduced salary amounts will be restored to the executive officers, but at this
time the amount of such restoration cannot be reasonably estimated and such determination is at the discretion of the Compensation Committee of the Board of Directors.

Additionally, in March 2009 the Companys executive officers and other key personnel entered into retention bonus agreements to foster the
continuous employment of such individuals. Under such agreements, the employee will be entitled to receive a lump sum cash bonus equal to an additional six (6) months of the employees base salary in the event of a change in control of the
Company, subject to certain circumstances. Such payments would be based upon the employees base salary prior to the voluntary adjustments made by each of the Companys executive officers, as explained more fully above.

Commitments for services to be rendered for preclinical and clinical studies amount to approximately $1,225,000. Separately, commitments under sponsored
research agreements for services to be rendered approximated $47,000, all of which is payable within the next twelve months.

The Company has
entered agreements with an academic institution that provide the Company exclusive rights to certain of the technologies that the Company is developing. Under the terms of the agreements, the Company is committed to royalty payments. These payments
include minimum annual royalties of approximately $70,000 for the year ended December 31, 2009 and for each year thereafter for the remaining life of the patents covering the subject technologies. The date of the last to expire patent related
to the subject technologies currently is April 2019. The agreements commit the Company to spend a minimum of $250,000 per year to advance the AMPAKINE compounds until the Company begins marketing an AMPAKINE compound.
The agreements also commit the Company to pay up to an additional $875,000 upon achievement of certain clinical testing and regulatory approval milestones, and to remit a portion of certain remuneration received in connection with sublicensing
agreements.

Note 8  Related Party Transactions

During the years ended December 31, 2009, 2008 and 2007, the Company paid or accrued scientific and other consulting fees to directors and/or
stockholders aggregating approximately $91,000, $160,000 and $160,000, respectively. Under certain circumstances, the Company is obligated to make royalty payments to certain of its scientific consultants, some of whom are stockholders, upon
successful commercialization of certain of its products by the Company or its licensees.

Note 9  Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740 (formerly Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes (SFAS 109)). Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax
rates. As of December 31, 2009, the Company had federal and California tax net operating loss carryforwards of approximately $85,677,000 and $73,231,000, respectively. The difference between the federal and California tax loss carryforwards is
primarily attributable to the capitalization of research and development expenses for California franchise tax purposes. The federal and California net operating loss carryforwards will expire at various dates from 2010 through 2029. The Company
also has federal and California research and development tax credit carryforwards totaling approximately $2,269,000 and $1,931,000, respectively. The federal research and development tax credit carryforwards will expire at various dates from 2010
through 2029. The California research and development tax credit carryforward does not expire and will carry forward indefinitely until utilized.



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##### Table of Contents

The Companys effective tax rate is different from the federal statutory rate of 35% due primarily to
operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses.

Pursuant to Internal Revenue Code
Sections 382 and 383, use of the Companys net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have
had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will
be able to utilize these tax attributes.

Significant components of the Companys deferred tax assets as of December 31, 2009 and
December 31, 2008 are shown below. A valuation allowance of $41,198,000 as of December 31, 2009 has been established against the Companys deferred tax assets as realization of such assets is uncertain. The increase in the valuation
allowance of $1,976,000 from December 31, 2008 to December 31, 2009 relates primarily to continuing net operating losses.

Deferred
tax assets consist of the following:



|                                            |  |                  |             |   |                  |   |             |  
|------------------------------------------- |  | ---------------- | ----------- | - | ---------------- | - | ----------- | -
|                                            |  | December 31,2009 |             |   | December 31,2008 |  
|Net operating loss carryforwards            |  | $                | 34,182,000  |   |                  | $ | 32,519,000  |  
|Research and development credits            |  |                  | 3,524,000   |   |                  |   | 3,037,000   |  
|Capitalized research and development costs  |  |                  | 1,082,000   |   |                  |   | 1,286,000   |  
|Non-cash stock-based compensation           |  |                  | 2,238,000   |   |                  |   | 2,136,000   |  
|Depreciation                                |  |                  |            |   |                  |   | 81,000      |  
|Other, net                                  |  |                  | 172,000     |   |                  |   | 163,000     |  
|                                            |  |                  |             |   |                  |   |             |  
|Net deferred tax assets                     |  |                  | 41,198,000  |   |                  |   | 39,222,000  |  
|Valuation allowance for deferred tax assets |  |                  | (41,198,000 | ) |                  |   | (39,222,000 | )
|                                            |  |                  |             |   |                  |   |             |  
|Total deferred tax assets                   |  | $                |            |   |                  | $ |            |  
|                                            |  |                  |             |   |                  |   |             |  

In July 2006, the FASB issued guidance which clarified the accounting for uncertainty in income taxes recognized in an
enterprises financial statements (formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes). This guidance prescribed a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addressed derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. These
provisions were effective for fiscal years beginning after December 15, 2006. The cumulative effect, if any, of applying these provisions is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption.
The impact of the Companys reassessment of its tax positions in accordance with this guidance did not have a material effect on the Companys results of operations, financial condition or liquidity. The provisions of this guidance have
been incorporated into ASC 740-10.

As of December 31, 2009, the Company does not have any unrecognized tax benefits related to various
federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

The Company is subject to U.S. federal income tax as well as income tax of multiple state tax jurisdictions. The Company is currently open to audit under
the statute of limitations by the Internal Revenue Service for the years ending December 31, 2006 through 2009. The Company and its subsidiaries state income tax returns are open to audit under the statute of limitations for the years
ended December 31, 2005 through 2009. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.



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##### Table of Contents

Note 10  Subsequent Event

In January 2010, the Company completed a private placement of a convertible promissory note in the principal amount of $1,500,000 with a single accredited
institutional investor, Samyang Optics Co., Ltd. (Samyang) of Korea. The promissory note accrues simple interest at the rate of 6% per annum and may be converted into unregistered shares of the Companys common stock at
Samyangs election at any time after April 15, 2010 and on or before the January 15, 2011 maturity date (the maturity date).

Prior to and no less than three months before the maturity date, Samyang has the option to elect repayment of the note in cash, which repayment would be
made by the Company within three months after the maturity date. Additionally, the Company may elect to prepay any portion of the amount due under the note prior to the maturity date, however, any prepaid principal amount will include a prepayment
fee equal to the difference between the interest accrued on such amount to the prepayment date and the interest that would have accrued to the maturity date if such amount had not been prepaid. Any amounts outstanding under the note that have not
been converted or elected to be repaid shall automatically convert into unregistered shares of common stock after the close of business on the maturity date. The number of common shares issuable upon conversion of the promissory note shall be based
upon the greater of: (i) $0.134 per share or (ii) an amount representing a 15% discount to the five-day volume weighted average closing price of the Companys common stock immediately prior to the conversion date of the promissory
note.

In connection with any conversion of the promissory note, the Company is obligated to issue to Samyang two-year warrants to purchase
additional unregistered shares of the Companys common stock representing 40% of the number of shares of common stock issued upon conversion of the principal under the promissory note. The warrant to purchase additional shares shall include an
exercise price per share representing a 40% premium to the price per share at which the common stock is issued upon conversion of the promissory note.

Costs incurred during the year ended December 31, 2009 in connection with the private placement have been recorded as deferred offering costs in the
accompanying Balance Sheet as of December 31, 2009.

On March 25, 2010, the Company entered into an asset purchase agreement with
Biovail Laboratories International SRL (Biovail). Pursuant to the asset purchase agreement, Biovail acquired the Companys interests in CX717, CX1763, CX1942 and the injectable dosage form of CX1739, as well as certain of its other
AMPAKINE compounds and related intellectual property for use in the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease. In connection with the transaction, Biovail paid the Company the lump
sum of $9,000,000 upon the execution of the asset purchase agreement and will pay it an additional $1,000,000 upon the later of the completion of the specified transfer plan or September 25, 2010. In addition, the Company will have the right to
receive up to three milestone payments in an aggregate amount of up to $15,000,000 plus the reimbursement of certain related expenses, each conditioned upon the occurrence of particular events relating to the clinical development of certain assets
that Biovail acquired. As part of the transaction, Biovail licensed back to the Company certain exclusive and irrevocable rights to some acquired AMPAKINE compounds, other than CX717, an injectable dosage form of CX1739, CX1763 and
CX1942, for use outside of the field of respiratory depression or vaso-occlusive crises associated with sickle cell disease. Accordingly, following the transaction with Biovail, the Company retains its rights to develop and commercialize the
non-acquired AMPAKINE compounds as a potential treatment for neurological diseases and psychiatric disorders. Additionally, the Company retains its rights to develop commercialize the AMPAKINE compounds as a potential
treatment for sleep apnea disorders, including an oral dosage form of AMPAKINE CX1739.



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##### Table of Contents

Cortex Pharmaceuticals, Inc.

Annual Report on Form 10-K

Year ended December 31, 2009

Exhibit Index



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1           |  | Restated Certificate of Incorporation dated April 11, 1989, as amended by Certificate of Amendment of June 27, 1989, by Certificate of Designation filed April 29,
1991, by Certificate of Correction filed May 1, 1991, by Certificate of Amendment of Certificate of Designation filed June 13, 1991, by Certificate of Amendment of Certificate of Incorporation filed November 12, 1992, by Certificate
of Amendment of Restated Certificate of Incorporation filed January 11, 1995, by Certificate of Designation filed December 8, 1995, by Certificate of Designation filed October 15, 1996, by Certificate of Designation filed June 4,
1997, by Certificate of Amendment of Restated Certificate of Incorporation filed December 21, 1998, and by Certificate of Designation filed February 11, 2002, incorporated by reference to the same numbered Exhibit of the Companys
Amendment No. 1 to Registration Statement on Form 8-A, No. 001-16467, filed February 15, 2002, as further amended by Certificate of Amendment of Restated Certificate of Incorporation filed December 15, 2003, incorporated by reference to
Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q filed February 12, 2004, as further amended by Certificate of Amendment of Restated Certificate of Incorporation filed November 23, 2009, incorporated by reference to Exhibit
3.7 to the Companys Report on Form 8-K filed November 24, 2009. |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2           |  | By-Laws of the Company, as adopted March 4, 1987, and amended on October 8, 1996, incorporated by reference to the same numbered Exhibit to the Companys Annual
Report on Form 10-KSB filed October 15, 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.4           |  | Certificate of Amendment of Restated Certificate of Incorporation filed March 2, 2006, Incorporated by reference to the Companys Annual Report on Form 10-K filed
March 16, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.5           |  | Certificate of Amendment of By-Laws of the Company, incorporated by reference to the same numbered Exhibit to the Companys Report on Form 8-K filed November 15, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.6           |  | Certificate of Amendment of Restated Certificate of Incorporation filed May 15, 2008, incorporated by reference to Exhibit 3.6 to the Companys Report on Form 8-K filed
May 19, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.7           |  | Certificate of Designation of Preferences, Rights and Limitations of 0% Series E Convertible Preferred Stock, incorporated by reference to Exhibit 3.7 to the Companys Current
Report on Form 8-K filed April 17, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.8           |  | Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, incorporated by reference to Exhibit 3.8 to the Companys Current
Report on Form 8-K filed July 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1           |  | Rights Agreement, dated as of February 8, 2002, between the Company and American Stock Transfer & Trust Company, which includes as Exhibit A thereto a form of Certificate of
Designation for the Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Summary of Terms of Stockholder Rights Plan, incorporated by reference to Exhibit 4.2 to the
Companys Amendment No. 1 to Registration Statement on Form 8-A, No. 001-16467, filed February 15, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2           |  | Placement Agency Agreement, dated January 16, 2007, by and between Cortex Pharmaceuticals, Inc. and Roth Capital Partners, LLC, Form of Subscription Agreement and Form of Common
Stock Purchase Warrant issued by Cortex Pharmaceuticals, Inc., incorporated by reference to Exhibits 1.1, 1.2 and 4.1, respectively, to the Companys Report on Form 8-K filed January 19, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.3           |  | Placement Agency Agreement, dated August 24, 2007, by and between Cortex Pharmaceuticals, Inc. and JMP Securities LLC and Rodman and Renshaw, LLC, Form of Subscription Agreement and
Form of Common Stock Purchase Warrant issued by Cortex Pharmaceuticals, Inc., incorporated by reference to Exhibits 1.1, 1.2 and 4.1, respectively, to the Companys Report on Form 8-K filed August 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.4           |  | Placement Agency Agreement, dated April 13, 2009, by and between the Company and Rodman & Renshaw, LLC, Form of Securities Purchase Agreement and Form of Common Stock Purchase
Warrant issued by the Company, incorporated by reference to Exhibits 1.1, 1.2 and 4.1, respectively, to the Companys Current Report on Form 8-K filed April 17, 2009.                                                                                                                                                                                          |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3          |  | Consulting Agreement, dated as October 30, 1987, between the Company and Gary S. Lynch, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Registration Statement on Form S-1, No. 33-28284, effective on July 18, 1989.*                                                                                                                                                                                                                                                                                           |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.19         |  | License Agreement dated March 27, 1991 between the Company and the Regents of the University of California, incorporated by reference to the same numbered Exhibit to the
Companys Amendment on Form 8 filed November 27, 1991 to the Companys Annual Report on Form 10-K filed September 30, 1991. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant
to the Companys application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934). |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.31         |  | License Agreement dated June 25, 1993, as amended, between the Company and the Regents of the University of California, incorporated by reference to the same numbered Exhibit
to the Companys Quarterly Report on Form 10-Q filed February 12, 2004. (Portions of this exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934).                                                   |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.44         |  | Lease Agreement, dated January 31, 1994, for the Companys facilities in Irvine, California, incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-QSB filed May 16, 1994.                                                                                                                                                                                                                                                                                                                        |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.60         |  | Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys Quarterly Report on Form 10-Q as filed on
November 14, 2002.*                                                                                                                                                                                                                                                                                                                                                           |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.64         |  | Research and Collaboration and License Agreement between the Company and N.V. Organon, dated January 13, 1999, incorporated by reference to the same numbered Exhibit to the
Companys quarterly report on Form 10-QSB as filed on February 16, 1999. (Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential
treatment under Rule 24-b2 of the Securities Exchange Act of 1934.)                                                        |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.65         |  | Amendment No. 1 to the Lease Agreement for the Companys facilities in Irvine, California, dated February 1, 1999, incorporated by reference to the same numbered Exhibit to the
Companys Annual Report on Form 10-KSB filed September 28, 1999.                                                                                                                                                                                                                                                                                               |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.67         |  | Collaborative Research, Joint Clinical Research and Licensing Agreements with Les Laboratoires Servier dated October 13, 2000, incorporated by reference to the same numbered Exhibit
to the Companys Quarterly Report on Form 10-QSB filed November 14, 2000. (Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential
treatment under Rule 24b-2 of the Securities Act of 1934).                                                       |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.69         |  | Employment agreement dated May 17, 2000, between the Company and James H. Coleman, incorporated by reference to the same numbered Exhibit to the Companys Report on Form 10-QSB
filed February 12, 2001.*                                                                                                                                                                                                                                                                                                                                      |  |  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.70         |  | Severance agreement dated October 26, 2000, between the Company and Maria S. Messinger, incorporated by reference to the same numbered Exhibit to the Companys Quarterly Report
on Form 10-QSB filed February 12, 2001.*                                                                                                                                                                                                                                                                                                                       |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.73         |  | Amendment dated October 3, 2002 to the Collaboration Research Agreement with Les Laboratoires Servier dated October 13, 2000, incorporated by reference to the same numbered Exhibit
to the Companys Annual Report on Form 10-K filed October 15, 2002.                                                                                                                                                                                                                                                                                        |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.74         |  | Employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same numbered exhibit to the Companys Quarterly
Report on Form 10-Q, as filed on November 14, 2002.*                                                                                                                                                                                                                                                                                                               |  | 



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.76         |  | First Amendment dated August 8, 2003 to the employment agreement between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same numbered Exhibit to the
Companys Annual Report on Form 10-K filed September 19, 2003.*                                                                                                                                                                                                                                                         |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.77         |  | Amendment dated December 16, 2003 to the Collaboration Research Agreement with Les Laboratoires Servier dated October 13, 2000, incorporated by reference to the same numbered
Exhibit to the Companys Quarterly Report on Form 10-Q filed February 12, 2004. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to the Companys application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934). |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.79         |  | Amendment No. 2 to the Lease Agreement for the Companys facilities in Irvine, California, dated March 9, 2004, incorporated by reference to the same numbered Exhibit to the
Companys Annual Report on Form 10-K filed on September 27, 2004.                                                                                                                                                                                                                                                       |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.80         |  | Form of Incentive/Nonqualified Stock Option Agreement under the Companys Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit
to the Companys Annual Report on Form 10-K filed on September 27, 2004.*                                                                                                                                                                                                                                            |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.81         |  | Form of Restricted Stock Award under the Companys Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys
Annual Report on Form 10-K filed on September 27, 2004.*                                                                                                                                                                                                                                                                   |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.82         |  | Amendment dated January 1, 2004 to the employment agreement dated May 17, 2000 between the Company and James H. Coleman, incorporated by reference to the same numbered Exhibit to
the Companys Annual Report on Form 10-K filed on September 27, 2004.*                                                                                                                                                                                                                                             |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.86         |  | Second Amendment dated November 10, 2004 to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same
numbered Exhibit to the Companys Quarterly Report on Form 10-Q filed on November 15, 2004.*                                                                                                                                                                                                                         |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.88         |  | Form of Notice of Grant of Stock Options and Stock Option Agreement under the Companys Amended and Restated 1996 Stock Incentive Plan, incorporated by reference to the same
numbered Exhibit to the Companys Annual Report on Form 10-K filed March 21, 2005.*                                                                                                                                                                                                                                     |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.89         |  | Stock Ownership Policy for the Companys Directors and Executive Officers as adopted by the Companys Board of Directors on December 16, 2004, incorporated by reference to
the same numbered Exhibit to the Companys Annual Report on Form 10-K filed March 21, 2005.*                                                                                                                                                                                                                              |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.90         |  | Third Amendment dated August 13, 2005 to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D, incorporated by reference to Exhibit 10.1
to the Companys Report on Form 8-K filed August 17, 2005.*                                                                                                                                                                                                                                                          |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.92         |  | Employment letter of agreement dated January 9, 2006 between the Company and Mark Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Annual Report on Form 10-K filed March 16, 2006.*                                                                                                                                                                                                                                                                            |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.93         |  | Non-qualified Stock Option Agreement dated January 30, 2006 between the Company and Mark Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-Q filed May 9, 2006.*                                                                                                                                                                                                                                                                     |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.94         |  | Cortex Pharmaceuticals, Inc. 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys Report on Form 8-K filed May 11, 2006.*                                                                                                                                                                                                                                                                                                                               |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.96         |  | Form of Notice of Grant of Stock Options and Stock Option Agreement under the Companys 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed August 8, 2006.*                                                                                                                                                                                                                                                       |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.97         |  | Form of Incentive/Non-qualified Stock Option Agreement under the Companys 2006 Stock Plan, incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-Q filed August 8, 2006.*                                                                                                                                                                                                                                                                              |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.98         |  | Amendment No. 3, dated April 1, 2006, to the Lease Agreement for the Companys facilities in Irvine, California, incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed August 8, 2006.                                                                                                                                                                                                                                                          |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.100        |  | Negative Equity Agreement dated February 1, 2007 between the Company and Mark A. Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Quarterly Report on Form 10-Q filed May 10, 2007.*                                                                                                                                                                                                                                                                            |  | 



EXH - 3



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.101        |  | Amendment No. 1 to the Companys 2006 Stock Incentive Plan, incorporated by reference to the same numbered Exhibit to the Companys Current Report on Form 8-K filed
May 15, 2007.*                                                                                                                                                                                                                                                                                     |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.102        |  | Amendment to the Exclusive License Agreement between the Company and The Regents of the University of California, dated as of June 1, 2007, incorporated by reference to the same
numbered Exhibit to the Companys Current Report on Form 8-K filed June 7, 2007.                                                                                                                                                                                                      |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.104        |  | Employment letter of agreement dated September 26, 2007 between the Company and Pierre V. Trân, M.D., M.M.M., incorporated by reference to the same numbered Exhibit to the
Companys Quarterly Report on Form 10-Q filed November 8, 2007.*                                                                                                                                                                                                                            |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.105        |  | Patent License Agreement between the Company and the University of Alberta, dated as of May 9, 2007, incorporated by reference to the same numbered Exhibit to the Companys
Annual Report on Form 10-K filed March 17, 2008. (Portions of this Exhibit are omitted and were filed separately with the Secretary of the Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2 under
the Securities Exchange Act of 1934). |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.107        |  | Severance Agreement dated May 2, 2008, between the Company and Steven A. Johnson, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys Quarterly
Report on Form 10-Q filed May 8, 2008.*                                                                                                                                                                                                                                                      |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.108        |  | Amendment No. 4, dated June 6, 2008, to the Lease Agreement for the Companys facilities in Irvine, California, incorporated by reference to the same numbered Exhibit to the
Companys Report on Form 8-K filed June 10, 2008.                                                                                                                                                                                                                                         |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.109        |  | Fourth Amendment, dated July 11, 2008, to the employment agreement dated October 29, 2002 between the Company and Roger G. Stoll, Ph.D., incorporated by reference to the same
Numbered Exhibit to the Companys Report on Form 8-K filed July 17, 2008.*                                                                                                                                                                                                               |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.110        |  | Amendment No. 2 to Employment Agreement, dated as of December 22, 2008, between the Company and James H. Coleman, incorporated by reference to the same numbered Exhibit to the
Companys Report on Form 8-K filed December 23, 2008.*                                                                                                                                                                                                                                  |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.111        |  | Amendment No. 1 Severance Agreement, dated as of December 22, 2008, between the Company and Maria S. Messinger, incorporated by reference to the same numbered Exhibit to the
Companys Report on Form 8-K filed December 23, 2008.*                                                                                                                                                                                                                                    |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.112        |  | Employment Agreement, dated as of December 19, 2008, between the Company and Mark A. Varney, Ph.D., incorporated by reference to the same numbered Exhibit to the Companys
Report on Form 8-K filed December 23, 2008.*                                                                                                                                                                                                                                                |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.113        |  | Form of Retention Bonus Agreement, dated March 13, 2009, between the Company and each of its executive officers, incorporated by reference to the same numbered Exhibit to the
Companys Current Report on Form 8-K filed March 19, 2009.*                                                                                                                                                                                                                              |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.114        |  | Securities Purchase Agreement, dated July 29, 2009, by and between the Company and the Investor, including a form of Registration Rights Agreement attached as Exhibit B thereto and
a form of Common Stock Purchase Warrant attached as Exhibit C thereto, incorporated by reference to the same numbered Exhibit to the Companys Current Report on Form 8-K filed July 30, 2009.                                                                                     |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.115        |  | Amendment No. 2 to the Companys 2006 Stock Incentive Plan, effective as of June 5, 2009, incorporated by reference to the same numbered Exhibit to the Companys Quarterly
Report on Form 10-Q filed August 14, 2009.                                                                                                                                                                                                                                                  |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21            |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.1          |  | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                          |  | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|24            |  | Power of Attorney (included as part of the signature page of this Annual Report on Form 10-K).                                                                                                                                                                                                                                                                                                                                                                          |  | 



EXH - 4



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##### Table of Contents

|              |  |                                                                                                                                                                              |  |  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|ExhibitNumber |  | Description                                                                                                                                                                 
|              |  |                                                                                                                                                                             
|31.1          |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                        |  | 
|              |  |                                                                                                                                                                             
|31.2          |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                        |  | 
|              |  |                                                                                                                                                                             
|32            |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section
1350. |  | 



|* | Each of these Exhibits constitutes a management contract, compensatory plan or arrangement.
|- | -------------------------------------------------------------------------------------------



EXH - 5