Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED: September 30, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                             to


Commission File Number: 001-32325

CALLISTO PHARMACEUTICALS, INC.(Exact name of Registrant as specified in its charter)

Delaware(State or Other Jurisdiction of
Incorporation or Organization)

13-3894575(I.R.S. Employer
Identification No.)420 Lexington Avenue, Suite 1609, New York, New York 10170(Address of principal executive offices) (Zip Code)


(212) 297-0010(Registrant's telephone number)

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

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

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

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company ý


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

The number of the registrant's shares of common stock outstanding was 54,822,891 as of November 15, 2010.



---



Table of Contents

CALLISTO PHARMACEUTICALS, INC.

FORM 10-Q

CONTENTS



PagePART IFINANCIAL INFORMATION

2Item 1.

Financial Statements

2Condensed Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009

2Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2010 and 2009
(unaudited) and the period June 5, 1996 (Inception) to September 30, 2010 (unaudited)

3Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the period June 5, 1996 (Inception)
to September 30, 2010 (unaudited)

4Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 (unaudited) and
for the period June 5, 1996 (Inception) to September 30, 2010 (unaudited)

12Notes to Condensed Consolidated Financial Statements (unaudited)

14Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

30Item 3.

Quantitative and Qualitative Disclosures About Market Risk

36Item 4.

Controls and Procedures

36PART IIOTHER INFORMATION

38Item 1

Legal Proceedings

38Item 1A.

Risk Factors

38Item 6.

Exhibits

58Signatures

59


i

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Table of Contents

INTRODUCTORY NOTE

This Report on Form 10-Q for Callisto Pharmaceuticals, Inc. ("Callisto" or the
"Company") may contain forward-looking statements. You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," believe," "estimate" and
"continue" or similar words. Forward-looking statements include information concerning possible or assumed future business success or financial results. You should read statements that contain these
words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We
believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not
undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under "Risk Factors"
in our Annual Report on Form 10-K for the year ended December 31, 2009 and other periodic reports filed with the SEC. Accordingly, to the extent that this Report contains
forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that Callisto's actual financial condition,
operating results and business performance may
differ materially from that projected or estimated by the Company in forward-looking statements. All drug candidates to treat GI disorders and diseases, currently plecanatide (previously designated as
SP-304) and SP-333, are being developed exclusively by Synergy Pharmaceuticals, Inc., our subsidiary ("Synergy"). Use of the terms "we", "our" or "us" in connection with
GI drug candidates discussed herein refer to research and development activities and plans of Synergy.

ii

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Table of Contents

PART IFINANCIAL INFORMATION

Item 1.    Financial Statements

CALLISTO PHARMACEUTICALS, INC.
(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2010

December 31, 2009(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
596,988

$
7,207,612Prepaid Research and Development


501,711


1,000,000Prepaid expenses and other


101,637


61,630State tax credit receivable


628,806


Total Current Assets


1,829,142


8,269,242Property and equipment, net


10,714


14,665Security deposits


87,740


87,740Total Assets

$
1,927,596

$
8,371,647LIABILITIES AND STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable

$
4,125,749

$
3,079,798Accrued expenses


1,311,002


727,679Notes Payable


704,368


Total Current Liabilities


6,141,119


3,807,477Derivative financial instruments, at estimated fair valuewarrants


1,098,182


11,870,369Notes Payable





487,130Commitments and contingencies





Total Liabilities


7,239,301


16,164,976Stockholders' Deficit:Series A convertible preferred stock, par value $0.0001, 700,000 shares authorized, 48,000 and 63,000 shares outstanding at September 30, 2010
and December 31, 2009, respectively


5


6Series B convertible preferred stock, par value $0.0001, 2,500,000 shares authorized, 1,009,166 and 1,014,166 shares outstanding at September 30,
2010 and December 31, 2009


101


102Common stock, par value of $.0001 per share: 225,000,000 shares authorized; 54,504,437 and 53,608,111 shares outstanding at September 30, 2010 and
December 31, 2009, respectively


5,450


5,359Additional paid-in capital


135,178,935


105,263,377Deficit accumulated during development stage


(131,386,127
)

(109,779,780
)Total Callisto stockholders' equity (deficit)


3,798,364


(4,510,936
)Noncontrolling interest


(9,110,069
)

(3,282,393
)Total stockholders' deficit


(5,311,705
)

(7,793,329
)Total liabilities and stockholder's equity

$
1,927,596

$
8,371,647


The
accompanying notes are an integral part of these condensed consolidated financial statements.

2

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Table of Contents



CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,June 5, 1996
(Inception) to
September 30,
20102010

2009

2010

2009Revenues

$


$


$


$


$
Costs and expenses:Research and development (1)


2,301,486


1,125,014


7,899,051


2,567,975


44,142,990Government grants














(1,135,318
)Purchased in process research and development














6,944,553General and administrative (1)


1,302,469


1,284,990


4,341,003


3,444,287


49,703,919Loss from operations


(3,603,955
)

(2,410,004
)

(12,240,054
)

(6,012,262
)

(99,656,144
)Interest and investment income


933


10,939


25,084


11,164


914,419State tax credit








628,806





628,806Interest and other expense


(16,723
)

(160,839
)

(317,434
)

(275,856
)

(925,974
)Change in fair value of derivative instrumentswarrants


110,937


(5,735,936
)

(15,530,425
)

(22,472.503
)

(22,353,163
)Net loss


(3,508,808
)

(8,295,840
)

(27,434,023
)

(28,749,457
)

(121,392,056
)Net Loss of subsidiary attributable to noncontrolling interest


1,792,485


743,755


5,827,676


1,899,498


9,110,069Net loss attributable to controlling interest


(1,716,323
)

(7,552,085
)

(21,606,347
)

(26,849,959
)

(112,281,987
)Series A Preferred stock beneficial conversion feature accreted as a dividend














(4,888,960
)Series B Preferred stock beneficial conversion feature accreted as a dividend














(10,495,688
)Series A Preferred stock conversion rate change accreted as a dividend





(136,889
)




(136,889
)

(136,889
)Series B Preferred stock conversion rate change accreted as a dividend





(1,678,703
)




(1,678,703
)

(1,678,703
)Cumulative effect of adopting ASC Topic 815 January 1, 2009














(1,903,900
)Net loss available to common stockholders

$
(1,716,323
)
$
(9,367,677
)
$
(21,606,347
)
$
(28,665,551
)
$
(131,386,127
)Weighted average shares outstanding:basic and diluted


54,504,437


50,914,341


54,267,164


50,797,171Net loss per common share:basic and diluted

$
(0.03
)
$
(0.18
)
$
(0.40
)
$
(0.56
)


---

The
accompanying notes are an integral part of these condensed consolidated financial statements

3

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY
(DEFICIT)        (Unaudited)

Preferred
Shares

Preferred
Stock,
Par Value

Common
Shares

Common
Stock,
Par Value

Additional
Paid in CapitalBalance at inception, June 5, 1996




$





$


$
Net loss for the yearIssuance of founder shares








2,642,500


264


528Common stock issued








1,356,194


136


272Common stock issued via private placement








1,366,667


137


1,024,863Balance, December 31, 1996








5,365,361


537


1,025,663Net loss for the year














Common stock issued via private placement








1,442,666


144


1,081,855Balance, December 31, 1997








6,808,027


681


2,107,518Net loss for the year














Amortization of Stock based Compensation














52,778Common stock issued via private placement








1,416,667


142


1,062,358Common stock issued for services








788,889


79


591,588Common stock repurchased and cancelled








(836,792
)

(84
)

(96,916
)Balance, December 31, 1998








8,176,791


818


3,717,326Net loss for the year














Deferred Compensationstock options














9,946Amortization of Stock based Compensation














Common stock issued for services














3,168,832Common stock issued via private placement








346,667


34


259,966Balance, December 31, 1999








8,523,458


852


7,156,070Net loss for the year














Amortization of Stock based Compensation














Common stock issued








4,560,237


455


250,889Other














432Preferred shares issued


3,485,299


348








5,986,302Preferred stock issued for services


750,000


75








1,124,925Balance, December 31, 2000


4,235,299


423


13,083,695


1,307


14,518,618Net loss for the year














Deferred Compensationstock Options














20,000Amortization of Stock based Compensation














Balance, December 31, 2001


4,235,299


423


13,083,695


1,307


14,538,618Net loss for the year














Amortization of Stock based Compensation














Balance, December 31, 2002


4,235,299

$
423


13,083,695

$
1,307

$
14,538,618


The accompanying notes are an integral part of these condensed consolidated financial statements.

4

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)    
 (Unaudited)

Unamortized Deferred
Stock Based
Compensation

Deficit Accumulated
during the Development
Stage

Total Stockholders'
EquityBalance at inception, June 5, 1996

$


$


$
Net loss for the year





(404,005
)

(404,005
)Issuance of founder shares








792Common stock issued








408Common stock issued via private placement








1,025,000Balance, December 31, 1996





(404,005
)

622,195Net loss for the year





(894,505
)

(894,505
)Common stock issued via private placement








1,081,999Balance, December 31, 1997





(1,298,510
)

809,689Net loss for the year





(1,484,438
)

(1,484,438
)Amortization of Stock based Compensation








52,778Common stock issued








1,062,500Common stock issued for services








591,667Common Stock repurchased and cancelled








(97,000
)Balance, December 31, 1998





(2,782,948
)

935,196Net loss for the year





(4,195,263
)

(4,195,263
)Deferred Compensationstock options


(9,946
)




Amortization of Stock based Compensation


3,262





3,262Common stock issued for services








3,168,832Common stock issued via private placement








260,000Balance, December 31, 1999


(6,684
)

(6,978,211
)

172,027Net loss for the year





(2,616,261
)

(2,616,261
)Amortization of Stock based Compensation


4,197





4,197Common stock issue








251,344Other








432Preferred shares issued








5,986,650Preferred stock issued for services








1,125,000Balance, December 31, 2000


(2,487
)

(9,594,472
)

4,923,389Net loss for the year





(1,432,046
)

(1,432,046
)Deferred Compensationstock options


(20,000
)




Amortization of Stock based Compensation


22,155





22,155Balance, December 31, 2001


(332
)

(11,026,518
)

3,513,498Net loss for the year





(1,684,965
)

(1,684,965
)Amortization of Stock based Compensation


332





332Balance, December 31, 2002

$


$
(12,711,483
)
$
1,828,865


The accompanying notes are an integral part of these condensed consolidated financial statements.

5

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)    
 (Unaudited)

Preferred
Stock

Preferred
Stock Par
Value

Common
Stock

Common
Stock Par
Value

Additional
Paid in
Capital

Unamortized
Deferred Stock
Based
Compensation

Deficit
Accumulated
during the
Development
Stage

Total
Stockholders'
EquityBalance December 31, 2002


4,235,299

$
423


13,083,695

$
1,307

$
14,538,618

$


$
(12,711,483
)
$
1,828,865Net loss for the year




















(13,106,247
)

(13,106,247
)Conversion of preferred stock in connection with the Merger


(4,235,299
)

(423
)

4,235,299


423











Common stock issued to former Synergy stockholders








4,329,927


432


6,494,458








6,494,890Common stock issued in exchange for Webtronics common stock








1,503,173


150


(150
)







Deferred Compensationstock options














9,313,953


(9,313,953
)




Amortization of deferred Stock based Compensation

















3,833,946





3,833,946Private placement of common stock, net








2,776,666


278


3,803,096








3,803,374Balance, December 31, 2003




$



25,928,760

$
2,590

$
34,149,975

$
(5,480,007
)
$
(25,817,730
)
$
2,854,828


The accompanying notes are an integral part of these condensed consolidated financial statements.

6

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)    
 (Unaudited)

Common
Stock

Common
Stock Par
Value

Additional
Paid in
Capital

Unamortized
Deferred Stock
Based
Compensation

Deficit
Accumulated
during the
Development
Stage

Total
Stockholders'
EquityBalance, December 31, 2003


25,928,760

$
2,590

$
34,149,975

$
(5,480,007
)
$
(25,817,730
)
$
2,854,828Net loss for the year














(7,543,467
)

(7,543,467
)Amortization of deferred Stock-based compensation expense











3,084,473





3,084,473Variable accounting for stock options








(816,865
)







(816,865
)Stock-based compensation net of forfeitures








240,572


93,000





333,572Common stock issued via private placements, net


3,311,342


331


6,098,681








6,099,012Warrant and stock-based compensation for services in connection with the Merger








269,826








269,826Common stock returned from former Synergy stockholders


(90,000
)

(9
)

(159,083
)







(159,092
)Stock issued for patent rights


25,000


3


56,247








56,250Common stock issued for services


44,000


7


70,833








70,840Balance, December 31, 2004


29,219,102

$
2,922

$
39,910,186

$
(2,302,534
)
$
(33,361,197
)
$
4,249,377


The accompanying notes are an integral part of these condensed consolidated financial statements.

7

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)    
 (Unaudited)

Common
Stock

Common
Stock Par
Value

Additional
Paid in
Capital

Unamortized
Deferred
Stock Based
Compensation

Deficit
Accumulated
during the
Development
Stage

Total
Stockholders'
Equity
(Deficit)Balance, December 31, 2004


29,219,102

$
2,922

$
39,910,186

$
(2,302,534
)
$
(33,361,197
)
$
4,249,377Net loss for the year














(11,779,457
)

(11,779,457
)Deferred stock-based compensationnew grants








1,571,772


(1,571,772
)




Amortization of deferred stock-based compensation











2,290,843





2,290,843Variable accounting for stock options








75,109








75,109Common stock issued via private placement:March 2005


1,985,791


198


3,018,203








3,018,401August 2005


1,869,203


187


1,812,940








1,813,127Finders fees and expenses








176,249








176,249Exercise of common stock warrant


125,000


13


128,737








128,750Common stock issued for services


34,000


3


47,177








47,180Balance, December 31, 2005


33,233,096

$
3,323

$
46,387,875

$
(1,583,463
)
$
(45,140,654
)
$
(332,919
)


The accompanying notes are an integral part of these condensed consolidated financial statements.

8

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)    
 (Unaudited)

Series A
Convertible
Preferred
Shares

Series A
Convertible
Preferred
Stock

Common
Stock

Common
Stock
Par
Value

Additional
Paid in
Capital

Unamortized
Deferred
Stock Based
Compensation

Deficit
Accumulated
during the
Development
Stage

Total
Stockholders'
Equity
(Deficit)Balance, December 31, 2005




$



33,233,096

$
3,323

$
46,387,875

$
(1,583,463
)
$
(45,140,654
)
$
(332,919
)Net loss for the year




















(12,919,229
)

(12,919,229
)Reclassification of deferred unamortized stock-based compensation upon adoption of FAS 123R














(1,583,463
)

1,583,463





Stock based compensation expense














2,579,431








2,579,431Common stock issued via private placement:




















February 2006








4,283,668


428


5,139,782








5,140,210Finders fees and expenses














(561,808
)







(561,808
)April 2006








666,667


67


799,933








800,000Finders fees and expenses














(41,000
)







(41,000
)Waiver and Lock-up Agreement








740,065


74


579,622








579,696Common stock issued for services








87,000


9


121,101








121,110Exercise of common stock warrants








184,500


18


190,017








190,035Series A convertible preferred stock issued via private placement:


574,350


57








5,743,443








5,743,500Finders fees and expenses


11,775


1








(448,909
)







(448,908
)Detachable warrants














2,384,485








2,384,485Beneficial conversion feature accreted as a dividend




















(2,384,485
)

(2,384,485
)Balance, December 31, 2006


586,125

$
58


39,194,996

$
3,919

$
61,290,509

$


$
(60,444,368
)
$
850,118


The accompanying notes are an integral part of these condensed consolidated financial statements.

9

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)

Series A
Convertible
Preferred
Shares

Series A
Convertible
Preferred
Stock,
Par Value

Series B
Convertible
Preferred
Shares

Series B
Convertible
Preferred
Stock,
Par Value

Common
Shares

Common
Stock,
Par
Value

Additional
Paid in
Capital

Deficit
Accumulated
during the
Development
Stage

Total
Stockholders'
EquityBalance, December 31, 2006


586,125

$
58




$



39,194,996

$
3,919

$
61,290,509

$
(60,444,368
)
$
850,118Net loss for the year























(7,887,265
)

(7,887,265
)Stock-based compensation expense




















591,561





591,561Common stock issued for services














80,000


8


36,792





36,800Series A convertible preferred stock, issued via private placement


28,000


4














279,997





280,001Finders fees and expenses, Series A private placement




















(36,400
)




(36,400
)Conversion of Series A preferred stock to common stock


(395,450
)

(40
)







7,668,165


767


(727
)




Beneficial conversion feature accreted as a dividend to Series A preferred stock




















2,504,475


(2,504,475
)

Series B convertible preferred stock, issued via private placement








1,147,050


115








11,470,385





11,470,500Finders fees and expenses, Series B private placement




















(920,960
)




(920,960
)Beneficial conversion feature accreted as a dividend to Series B preferred stock




















10,495,688


(10,495,688
)

Change in fair value of Series B warrants from date of issuance to expiration of put option




















(2,591,005
)




(2,591,005
)Balance, December 31, 2007


218,675


22


1,147,050


115


46,943,161


4,694


83,120,315


(81,331,796
)

1,793,350Net loss for the year























(9,655,471
)

(9,655,471
)Recapitalization of majority owned subsidiary via private placements of common stock




















2,951,913





2,951,913Minority interest in equity of subsidiary acquired




















(42,824
)




(42,824
)Stock-based compensation expense




















589,063





589,063Proceeds from issuance of 11% Notes attributable to detachable warrants




















181,732





181,732Conversion of Series A preferred stock to common stock


(120,675
)

(12
)







2,413,500


241


(229
)




Conversion of Series B preferred stock to common stock








(10,000
)

(1
)

200,000


20


(19
)




Balance, December 31, 2008


98,000

$
10


1,137,050

$
114


49,556,661

$
4,955

$
86,799,951

$
(90,987,267
)
$
(4,182,237
)


The accompanying notes are an integral part of these condensed consolidated financial statements.

10

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN  STOCKHOLDERS' EQUITY (DEFICIT)

Series A
Convertible
Preferred
Shares

Series A
Convertible
Preferred
Stock

Series B
Convertible
Preferred
Shares

Series B
Convertible
Preferred
Stock

Common
Shares

Common
Stock
Par
Value

Additional
Paid in
Capital

Deficit
Accumulated
during the
Development
Stage

Non-
Controlling
Interest

Total
Stockholders'
Equity
(Deficit)Balance, December 31, 2008


98,000

$
10


1,137,050

$
114


49,556,661

$
4,955

$
86,799,951

$
(90,987,267
)
$


$
(4,182,237
)Cumulative effect of adoption of ASC Topic 815




















(181,732
)

(1,903,900
)




(2,085,632
)Net Loss























(15,073,021
)

(3,282,393
)

(18,355,414
)Stock based compensation expense




















1,119,856








1,119,856Conversion of Series A preferred stock to common stock


(35,000
)

(4
)







894,445


89


(85
)







Conversion of Series B preferred stock to common stock








(122,884
)

(12
)

2,963,236


296


(284
)







Private placements of common stock of majority owned subsidiary




















15,970,100








15,970,100Fees and expenses associated with private placements of majority owned subsidiary




















(260,002
)







(260,002
)Preferred Stock dividend attributable to reset of conversion price in conjunction with waiver of liquidation preference




















1,815,592


(1,815,592
)




Cashless Conversion of Warrants to Common
Stock














193,769


19


(19
)







Balance December 31, 2009


63,000


6


1,014,166


102


53,608,111


5,359


105,263,377


(109,779,780
)

(3,282,393
)

(7,793,329
)Net Loss























(21,606,347
)

(5,827,676
)

(27,434,023
)Stock based compensation expense




















611,845








611,845Conversion of Series A preferred stock to common stock


(15,000
)

(1
)







416,667


42


(41
)







Conversion of Series B preferred stock to common stock








(5,000
)

(1
)

138,889


14


(13
)







Direct offering of common stock of controlled subsidiary




















3,154,000








3,154,000Warrants issued in connection with registered direct offering classified as derivative liability




















(1,209,119
)







(1,209,119
)Fees and expenses associated with direct offering of controlled subsidiary




















(294,130
)







(294,130
)Reclassification of derivative liability to equity




















27,511,730








27,511,730Common stock issued as settlement for director's fees














75,000


8


41,117








41,125Common stock issued in exchange for modification of notes payable














265,770


27


100,169








100,196Balance September 30, 2010


48,000

$
5


1,009,166

$
101


54,504,437

$
5,450

$
135,178,935

$
(131,386,127
)
$
(9,110,069
)
$
(5,311,705
)


The accompanying notes are an integral part of these condensed consolidated financial statements.

11

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (Unaudited)

Nine months
ended
September 30, 2010

Nine months
ended
September 30, 2009

Period from
June 5, 1996
(inception) to
September 30, 2010Cash flows from operating activities:Net loss

$
(27,434,023
)
$
(28,749,457
)
$
(121,392,056
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


3,951


4,172


106,518Purchase discount accreted as interest income on U.S.Treasury bills








(26,950
)Stock-based compensation expense


611,845


976,886


19,466,570Purchased in-process research and development (non-cash portion)








6,841,053Interest expense accreted on notes


317,434


275,856


754,129Stock-based liquidated damages








579,696Change in fair value of derivative instrumentswarrants


15,530,425


22,472,503


22,353,163Net liabilities assumed in excess of assets acquired in merger








(282,752
)Changes in operating assets and liabilities:Prepaid expenses


458,282


(30,054
)

(603,348
)State tax credit receivable


(628,806
)




(628,806
)Security deposit





(9,624
)

(87,740
)Accounts payable and accrued expenses


1,670,398


379,742


5,425,375Total adjustments


17,963,529


24,069,481


53,896,908Net cash used in operating activities


(9,470,494
)

(4,679,976
)

(67,495,148
)Cash flows from investing activities:Short term investmentspurchased








(5,921,825
)Short term investmentsliquidated








5,948,775Acquisition of equipment








(117,233
)Net cash used in investing activities








(90,283
)Cash flows from financing activities:Issuance of common and preferred stock








48,719,673Finders fees and expenses


(294,130
)

(245,000
)

(3,608,302
)Proceeds from sale of 11% Notes





603,163


603,163Proceeds of direct offering of majority owned subsidiary's common stock and warrants


3,154,000


7,232,500


22,149,100Exercise of common stock warrants








318,785Net cash provided by financing activities


2,859,870


7,590,663


68,182,419Net (decrease) increase in cash and cash equivalents


(6,610,624
)

2,910,687


596,988Cash and cash equivalents at beginning of period


7,207,612


301,323


Cash and cash equivalents at end of period

$
596,988

$
3,212,010

$
596,988


The accompanying notes are an integral part of these condensed consolidated financial statements

12

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.  (A Development Stage Company)        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)

Nine months
ended
September 30, 2010

Nine months
ended
September 30, 2009

Period from
June 5, 1996
(inception) to
September 30, 2010Supplementary disclosure of cash flow information:Cash paid for taxes

$
57,754

$
35,248

$
300,324Supplementary disclosure of non-cash investing and financing activities:Series A Preferred stock beneficial conversion feature accreted as a dividend





136,889


4,888,960Series B Preferred stock beneficial conversion feature accreted as a dividend





1,678,703


10,495,688Series A Preferred stock conversion rate change accreted as a dividend








(136,889
)Series B Preferred stock conversion rate change accreted as a dividend








(1,678,703
)Director's fees settled for shares of common stock


41,125





41,125Common stcok issued to extend notes payable

$
100,196

$


$
100,196


The
accompanying notes are an integral part of these condensed consolidated financial statements.

13

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Table of Contents



CALLISTO PHARMACEUTICALS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business overview:

This Report on Form 10-Q for Callisto Pharmaceuticals, Inc. may contain forward-looking statements. Forward-looking statements are characterized by future or
conditional verbs such as "may," "will," "expect," "intend," "anticipate," believe," "estimate" and "continue" or similar words. You should read statements that contain these words carefully because
they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only
predictions and our actual results may differ materially from those anticipated in these forward-looking statements. We believe that it is important to communicate future expectations to investors.
However, there may be events in the future that we are not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed elsewhere in
this report, including the uncertainties associated with product development, the risk that products that appeared promising in early clinical trials do not demonstrate efficacy in larger-scale
clinical trials, the risk that we will not obtain approval to market our products, the risks associated with dependence upon key personnel and the need for additional financing. We do not assume any
obligation to update forward-looking statements as circumstances change. All drug candidates to treat gastro-intestinal ("GI") disorders and diseases, currently plecanatide (previously designated as
SP-304) and SP-333, are being developed exclusively by Synergy Pharmaceuticals, Inc., our subsidiary ("Synergy"). Use of the terms "we", "our" or "us" in connection with
GI drug candidates discussed herein refer to research and development activities and plans of Synergy.

In
March 2010, Synergy initiated dosing in a Phase 2a randomized, double-blind, placebo-controlled, dose-escalation, cohort-design, multi-center clinical trial of
plecanatide in patients with chronic constipation ("CC"). This Phase 2a clinical trial used modified Rome III criteria for enrollment, was designed primarily as a safety trial, but included
measures of bowel function and patient-reported symptoms to provide us information on the pharmacodynamic effects of plecanatide on patients with CC. Seventy-eight evaluable patients were enrolled and
dosed with placebo or plecanatide once-daily for 14 consecutive days at oral doses of 0.3 mg, 1.0 mg, 3.0 mg or 9.0 mg, respectively. Patients were monitored for a number of spontaneous
and complete-spontaneous bowel movements, stool consistency using the Bristol Stool Form Scale, and ease of stool passage, abdominal discomfort, constipation severity and overall relief.

On
October 6, 2010, Synergy announced the results of this Phase 2a clinical trial. Plecanatide given orally once daily, over 14 consecutive days, at doses of 0.3 mg, 1.0
mg, 3.0 mg and 9.0 mg improved bowel function in patients with CC. Benefits were observed in increased frequency of bowel movements, decreased straining and abdominal discomfort, and improvement in
other associated clinical measures. Plecanatide treatment exhibited a favorable safety profile. No severe adverse events were observed, and notably no patients receiving plecanatide reported diarrhea.
Additionally, no systemic absorption of plecanatide was detected in patients at any of the dose levels studied.

Synergy
plans to initiate an approximately 450 patient, Phase 2b 28-day repeated-oral-dose, placebo-controlled clinical trial of plecanatide
for the treatment of CC in the first quarter of 2011, and a Phase 2b 90-day clinical trial of plecanatide in IBS-C patients in third quarter of 2011.

2. Basis of presentation and going concern:

These unaudited condensed consolidated financial statements include Callisto and subsidiaries: (1) Callisto Research Labs, LLC (including its wholly-owned subsidiary,
Callisto Pharma, GmbH

14

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. Basis of presentation and going concern: (Continued)

(Germanyinactive)),
and (2) Synergy Pharmaceuticals, Inc. (including Synergy's wholly-owned subsidiaries, Synergy-DE, Synergy Advanced
Pharmaceuticals, Inc. and IgX, Ltd (Irelandinactive)). All intercompany balances and transactions have been eliminated. These condensed consolidated financial statements do
not include all of the information and footnote disclosures required by GAAP for complete financial statements. These statements should be read in conjunction with Callisto's audited financial
statements and notes thereto for the year ended December 31, 2009, included in Form 10-K filed with the SEC on March 31, 2010. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all adjustments, primarily consisting of normal adjustments, necessary for the fair presentation of the balance sheet and
results of operations for the interim periods.

During
the quarter ended September 30, 2010 Callisto's ownership in its subsidiary, Synergy Pharmaceuticals, Inc. has decreased below 50% to 49.4%. However, because Callisto and
Synergy continue to have certain common management, officers, directors and facilities, Callisto continues to exercise significant control over the operations of Synergy and consolidated Synergy's
operations in its financial statements.

Certain
items in the financial statements of the comparable prior periods have been reclassified to conform to the classification used for the three and nine months ended
September 30, 2010. Specifically, legal costs associated with patent applications and maintenance have been classified as general and administrative expense, where previously these costs were
classified as research and development expense in our statement of operations. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of
the results of operations to be expected for the full year ending December 31, 2010. The condensed consolidated balance sheet as of December 31, 2009 presented above was derived from the
audited consolidated financial statements as of that date.

The
unaudited condensed consolidated financial statements as of September 30, 2010 and the audited consolidated financial statements as of December 31, 2009 have been
prepared under the assumption that Callisto will continue as a going concern for the next twelve months. Callisto's ability to continue as a going concern is dependent upon its ability to obtain
additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate revenue. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Net
cash used in operating activities was $9,470,494 during the nine months ended September 30, 2010 as compared to $4,679,976 for the nine months ended September 30, 2009.
During the nine months ended September 30, 2010 and 2009 Callisto incurred net losses available to common stockholders of $21,606,347 and $28,665,551, respectively. To date, Callisto's sources
of cash have been primarily limited to the sale of equity securities and issuance of 11% Notes. Net cash provided by financing activities for the nine months ended September 30, 2010 and 2009
and for the period from June 5, 1996 (inception) to September 30, 2010, was $2,859,870, $7,590,663 and $68,182,419, respectively. As of September 30, 2010 Callisto had a working
capital deficiency of $4,311,977 compared to working capital of $4,461,765 as of December 31, 2009.

On
October 1, 2010 Synergy entered into a securities purchase agreement with an investor and raised gross proceeds of $2,500,000 in a registered direct offering. Synergy paid a
fee of $50,000 to a

15

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. Basis of presentation and going concern: (Continued)

non-U.S.
selling agent. Synergy sold to the investor 1,000,000 shares of its common stock and warrants to purchase 400,000 shares of common stock. The common stock and warrants were sold
in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investor was $2.50 for each unit. The
warrants expire after five years and each whole warrant has an exercise price of $2.75 per share.

On
October 18, 2010 Synergy entered into a securities purchase agreement with certain investors and raised gross proceeds of $1,525,000 in a registered direct offering. Synergy
paid a fee of $91,000 to a non-U.S. selling agent. Synergy sold 610,000 shares of its common stock and warrants to purchase 244,000 shares of common stock. The common stock and warrants
were sold in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investors was $2.50 for each
unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share.

The
October 1, 2010 and October 18, 2010 offerings were made pursuant to a shelf registration statement on Form S-3 (SEC File
No. 333-163316, the base prospectus effective December 10, 2009), as supplemented by prospectus supplements filed with the Securities and Exchange Commission on
October 1, 2010 and October 18, 2010.

On
October 29, 2010 Synergy received notice from Internal Revenue Service that it was awarded a grant in the total amount of $244,479 for qualified investments in a qualifying
therapeutic discovery project under section 48D of the Internal Revenue Code for Agonists of Guanylate Cyclase-C.

Callisto
will be required to raise additional capital within this year to complete the development and commercialization of current product candidates and to continue to fund operations
at the current cash expenditure levels. Callisto cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that Callisto raises additional funds by
issuing equity securities, Callisto's stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact Callisto's ability to conduct
business. If Callisto is unable to raise additional capital when required or on acceptable terms, Callisto may have to (i) significantly delay, scale back or discontinue the development and/or
commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable
than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that Callisto would otherwise seek to develop or
commercialize ourselves on unfavorable terms.

3. Recent Accounting Pronouncements

In April 2010, the FASB issued ASU 2010-13, "CompensationStock Compensation (Topic 718)Effect of Denominating the Exercise Price of a Share-Based
Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades." ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment
award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not
a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are
effective for fiscal years, and interim periods within those fiscal years, beginning on

16

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. Recent Accounting Pronouncements (Continued)

or
after December 15, 2010. Callisto expects that the adoption of this standard will not have a material effect on its results of operation or its financial position.

In
January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements" ("ASU 2010-06"). ASU 2010-06 includes new disclosure requirements related to fair value measurements, including transfers in and out of Levels 1 and 2 and
information about purchases, sales, issuances and settlements for Level 3 fair value measurements. This update also clarifies existing disclosure requirements relating to levels of
disaggregation and disclosures of inputs and valuation techniques. The provisions of ASU 2010-06 are effective for periods beginning after December 15, 2009. The disclosures
relating to Level 3 activity are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of ASU 2010-06
did not have a material impact on the Company's financial statements.

In
January 2010, the FASB issued ASU 2010-02,Accounting and Reporting for Decreases in Ownership of a Subsidiarya Scope
Clarification("ASU 2010-02"), in response to practice issues entities encountered in applying the decrease in ownership provisions of
SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements(codified in ASC 810-10, Consolidation). ASU 2010-02 clarifies that the
decrease in ownership provisions of ASC 810-10 and related guidance apply to
(a) a subsidiary or group of assets that is a business or nonprofit activity, (b) a subsidiary or group of assets that is a business or nonprofit activity for a noncontrolling interest
in an entity (including an equity method investee or joint venture) and (c) an exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in
an entity (including an equity method investee or joint venture). In addition, ASU 2010-02 clarifies that the decrease in ownership guidance does not apply to sales of
in-substance real estate or conveyances of oil and gas mineral rights, even if these transactions involve businesses. Finally, the ASU expands the disclosures required upon deconsolidation
of a subsidiary. The adoption of ASU 2010-02 on January 1, 2010 did not have a material impact on the Company's financial statements.

4. Accounting for share-based payments

ASC Topic 718"CompensationStock Compensation"requires companies to measure the cost of employee services received in
exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required
to provide services in exchange for the award.

ASC
Topic 718 did not change the way Callisto accounts for non-employee stock-based compensation. Callisto continues to account for shares of common stock, stock options and
warrants issued to non-employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or
services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 "Equity-Based Payment
to Non-Employees"whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance
commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being "marked to market"
quarterly until the measurement date is determined.

17

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.
(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Accounting for share-based payments (Continued)

ASC
Topic 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as
cash inflows from financing activities and cash outflows from operating activities. Due to Callisto's accumulated deficit position, no tax benefits have been recognized in the cash flow statement.

Callisto
accounts for common stock, stock options, and warrants granted to employees and non-employees based on the fair market value of the instrument, using the
Black-Scholes option pricing model based on assumptions for expected stock price volatility, term of the option, risk-free interest rate and expected dividend yield, at the grant date.

Callisto options

Stock based compensation expense, related to Callisto employee and non-employee share based payments, has been recognized
in operating results as follow:

Three Months Ended
September 30,

Nine Months Ended
September 30,June 5, 1996
(Inception) to
September 30,
20102010

2009

2010

2009Employeesincluded in research and development

$


$
6,303

$
5,345

$
20,244

$
2,692,157Employeesincluded in general and administrative


6,405


9,696


26,148


37,614


4,822,854Subtotal employee stock option grants


6,405


15,999


31,493


57,858


7,515,011Non-employeeresearch and development














102,750Non-employeegeneral and administrative


(23,346
)

(25,903
)

24,111


58,600


9,858,123Subtotal non-employee stock option grants


(23,346
)

(25,903
)

24,111


58,600


9,960,873Total stock based compensation expense

$
(16,941
)
$
(9,904
)
$
55,604

$
116,458

$
17,475,884


The
unrecognized compensation cost related to employee non-vested Callisto stock options outstanding at September 30, 2010, net of expected forfeitures, was $51,207,
to be recognized over a weighted average vesting period of approximately 2 years.

The
estimated fair value of each Callisto stock option award was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average
assumptions during the nine months ended September 30, 2010 and 2009.

Nine months ended
September 30,2010

2009Risk free interest rate


2.38
%
No awardsDividend yield


n/a

No awardsExpected volatility


100
%
No awardsExpected term


5 years

No awards


18

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Accounting for share-based payments (Continued)

A summary of stock option activity and of changes in Callisto stock options outstanding under Callisto's plans is presented below:

Number of
options

Exercise
Price
Per Share

Weighted
Average
Exercise
Price
Per Share

Intrinsic
ValueBalance outstanding, December 31, 2009


7,495,038

$
0.08 - 6.75

$
1.70

$
Granted


855,000

$
0.26

$
0.26Forfeitures


(330,166
)
$
0.20 - 6.75

$
3.86Balance outstanding, September 30, 2010


8,019,872

$
0.08 - 6.75

$
1.46

$
Exercisable as of September 30, 2010


5,858,206

$
0.08 - 6.75

$
1.46

$



Synergy Options

ASC Topic 718"CompensationStock Compensation"requires companies to
measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over
the period during which an employee is required to provide services in exchange for the award.

Synergy
adopted the 2008 Equity Compensation Incentive Plan (the "Plan") on July 3, 2008. Stock options granted under the Plan typically vest after three years of continuous
service from the grant date and have a contractual term of ten years. Synergy periodically issues stock options to employees and non-employees and has adopted ASC Topic 718 for employee
awards on July 3, 2008. Synergy accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 Equity-Based Payment to
Non-Employees whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or
b) at the date at which the necessary performance to earn the equity instruments is complete.

Stock-based
compensation expense, including all options and restricted stock units, has been recognized in operating results as follow:

Three Months
Ended September 30,

Nine Months
Ended September 30November 15, 2005
(inception) to
September 30, 20102010

2009

2010

2009Employeesincluded in research and development

$
45,991

$
115,615

$
145,254

$
201,911

$
477,325Employeesincluded in general and administrative


46,553


185,133


164,501


297,902


635,397Non-employeesincluded in research and development


26,819


8,548


43,636


25,366


86,097Non-employeesincluded in general and administrative


59,473


196,847


202,850


335,249


791,867Total stock-based compensation expense

$
178,836

$
506,143

$
556,241

$
860,428

$
1,990,686


19

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Accounting for share-based payments (Continued)

The
estimated fair value of each Synergy stock option award was determined on the date of grant using the Black-Scholes option valuation model with the following
weighted-average assumptions:

Nine months ended September 30,2010

2009Risk free interest rate


2.31 to 2.71
%

2.55 - 2.67
%Dividend yield


n/a


n/aExpected volatility


90
%

90
%Expected term


6 years


6 years


Risk-free interest rateBased upon observed US Treasury yield curve interest rates for Treasury instruments with maturities which
correspond to the expected term of Synergy's employee stock options at the date of grant.

Dividend yieldSynergy has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in
the foreseeable future.

Expected volatilityBased on the historical volatility of similar publicly traded stocks in Synergy's industry segment with comparable market
capitalization and stage of development.

Expected termSynergy has had no stock options exercised since inception. The expected option term represents the period that stock-based awards are
expected to be outstanding based on the
simplified method provided in Staff Accounting Bulletin ("SAB") No. 107,Share-Based Payment, ("SAB No. 107"), which averages an award's
weighted-average vesting period and expected term for "plain vanilla" share options. Under SAB No. 107, options are considered to be "plain vanilla" if they have the following basic
characteristics: (i) granted "at-the-money"; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior
to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable.

In
December 2007, the SEC issued SAB No. 110,Share-Based Payment, ("SAB No. 110"). SAB No. 110 was effective
January 1, 2008 and expresses the views of the Staff of the SEC with respect to extending the use of the simplified method, as discussed in SAB No. 107, in developing an estimate of the
expected term of "plain vanilla" share options in accordance with ASC Topic 718. Synergy will continue to use the simplified method until it has the historical data necessary to provide a reasonable
estimate of expected life in accordance with SAB No. 107, as amended by SAB No. 110. For the expected term, Synergy has "plain-vanilla" stock options, and therefore used a simple average
of the vesting period and the contractual term for options granted subsequent to January 1, 2006 as permitted by SAB No. 107.

ForfeituresASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Synergy's estimated future unvested option forfeitures is based on the historical experience of its majority shareholder, Callisto.

20

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Accounting for share-based payments (Continued)

The
unrecognized compensation cost related to non-vested Synergy stock options outstanding at September 30, 2010, net of expected forfeitures, was $470,839, to be
recognized over the next three quarters.

On
March 1, 2010, a majority of Synergy shareholders acting by written consent approved an amendment to the Plan increasing the number of shares reserved under the Plan to
15,000,000 shares.

A
summary of stock option activity and of changes in stock options outstanding under the Plan is presented below:

Number of
Options

Exercise Price
Per Share

Weighted Average
Exercise Price
Per Share

Intrinsic
ValueBalance outstanding, December 31, 2009


4,214,016

$
0.25 - 0.95

$
0.30

$
22,320,436Granted


4,465,000
(1)

0.70


0.70Exercised








Forfeited


(75,000
)

0.70


0.70Balance outstanding, September 30, 2010


8,604,016

$
0.25 - 0.95

$
0.51

$
17,158,986Exercisable at September 30, 2010


2,722,469

$
0.25 - 0.95

$
0.29

$
6,029,305


(1)These
stock options will vest and become exercisable only upon a change of control of Synergy. Because of this contingent vesting Synergy did not record any
stock based compensation expense on these stock options during the nine months ended September 30, 2010. The weighted average fair value of these stock options at the date of grant was $6.77
per share as calculated by the Black-Scholes model, using the assumptions noted in the table above.


Synergy Restricted Stock Awards

Restricted stock awards, which entitle the holder to earn, at the end of a vesting term, a specified number of shares of Synergy common
stock are accounted for as stock based compensation in accordance with ASC Topic 718 in the same manner as stock options using fair value at the date of issuance. Restricted shares awarded are subject
to a repurchase agreement, assumed by Synergy pursuant to the Exchange Transaction, whereby 50% of the shares vest after 1 year of continuous service and the remaining 50% vest after
2 years of continuous service from the issuance date. The fair value at the date of issuance was expensed ratably by month over the 2 year service period ended July 3, 2008. As of
July 3, 2010, we no longer have any restricted stock awards subject to repurchase.

The
fair value of the 874,760 restricted stock units on July 3, 2008, the date of issuance, was $524,856 of which $1,077, $64,705 and $524,856 was recorded as stock-based
compensation expense during the three and nine months ended September 30, 2010 and for the period from inception to September 30, 2010.

ASC
Topic 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as
cash inflows from financing activities and cash outflows from operating activities. Due to Synergy's accumulated deficit position, no tax benefits have been recognized in the cash flow statement.

21

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. Research and Development Expense

Research and development costs include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for
regulatory approval of proposed products, purchased in-process research and development, regulatory and scientific consulting fees, as well as contract research, patient costs, drug
formulation and tableting, data collection, monitoring, insurance and FDA consultants.

In
accordance with FASB ASC Topic 730-10-55, Research and Development, the Company recorded deferred research and development costs of $501,711 and
$1.0 million as of September 30, 2010 and December 31, 2009, respectively, for nonrefundable pre-payments for production of plecanatide drug substance and analytical
testing services of our drug candidate SP-304 and SP-333. In accordance with this guidance, the Company expenses deferred research and development costs when drug compound is
delivered and services are performed.

6. State Tax Credit Receivable

During the quarter ended March 31, 2010, Callisto determined that it was eligible for New York State's Qualified Emerging Technology Company Tax Credit for the tax years ended
December 31, 2006, 2007, and 2008 totaling $628,806. On April 23, 2010 Callisto filed amended tax returns for the above mentioned tax years, and reflected this receivable and credit in
our financial statements for the quarter ended June 30, 2010. As of September 30, 2010, this receivable was still outstanding.

7. Net Loss per Share

Basic and diluted net loss per share is presented in conformity with ASC Topic 260, "Earnings per Share," for all periods presented. In accordance with ASC Topic 260, basic and diluted
net loss per common share was determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted weighted-average shares
are the same as basic weighted-average shares since the inclusion of issuable shares pursuant to the exercise of stock options and warrants, and the conversion of preferred stock would have been
antidilutive.

The
following table sets forth the potentially dilutive effect of all outstanding derivative instruments which were not included in weighted average common shares outstanding as of:

September 30,
2010

December 31,
2009Common Shares outstanding


54,504,437


53,608,111Potentially dilutive common shares issuable upon:Exercise of warrants


83,802,576


84,842,576Exercise of stock options


8,019,872


7,495,038Conversion of Series A Convertible Preferred Stock


1,333,333


1,750,000Conversion of Series B Convertible Preferred Stock


28,032,389


28,171,278Total fully diluted


175,692,607


175,867,003


22

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. Derivative Financial Instruments

Effective January 1, 2009, the Company adopted provisions of ASC Topic 815-40, "Derivatives and Hedging: Contracts in Entity's Own Entity" ("ASC Topic
815-40"). ASC Topic 815-40 clarifies the determination of whether an instrument issued by an entity (or an embedded feature in the instrument) is indexed to an entity's own
stock, which would qualify as a scope exception under ASC Topic 815-10.

Callisto Derivative Instruments

Based upon the Company's analysis of the criteria contained in ASC Topic 815-40, certain warrants (the "New Warrants")
issued in connection with the issuance of the 11% Notes were to be treated as derivative liabilities on the Company's Balance Sheet. Prior to the adoption of ASC Topic 815-40, the Company
accounted for the warrants as components of stockholders' equity. In accordance with ASC Topic 815-40, the New Warrants were re-measured at each balance sheet date based on
estimated fair value, and any resultant changes in fair value was recorded as non-cash valuation adjustments within other income (expense) in the Company's statement of operations. The
Company estimated the fair value of the New Warrants using the Black-Scholes option pricing model in order to determine the associated derivative instrument liability described above.

On
June 30, 2010, the price protection provision included in the New Warrants, which required derivative liability accounting, expired. As a result of the expiration of this
provision, Callisto measured the fair value of the outstanding warrants through June 30, 2010, recognizing any changes in fair value of the derivative in earnings and then reclassified the
derivative instrument liability into stockholders' equity.

The
following table sets forth the components of changes in the Callisto's derivative financial instruments liability balance for the periods indicated:

Description

New Warrants

Derivative
Instrument
Liability12/31/2009

Balance of derivative financial instruments December 31, 2009


69,086,174

$
11,870,3693/31/2010

Change in fair value of New Warrants outstanding on December 31, 2009, during the quarter ended March 31, 2010, recorded as other
expense (income) in the company's statement of operations




$
17,062,1453/31/2010

Balance of derivative financial instruments March 31, 2010


69,086,174

$
28,932,5146/30/2010

Change in fair value of New Warrants outstanding during the quarter ended June 30, 2010, recorded as other expense (income) in the
company's statement of operations




$
(1,420,784
)6/30/2010

Reclass of derivative liability to stockholder's equity upon expiration of supplemental condition (price protection)




$
(27,511,730
)9/30/2010

Balance of derivative financial instruments September 30, 2010


69,086,174

$



23

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. Derivative Financial Instruments (Continued)

Callisto Fair Value Measurements

The following table sets forth a summary of changes in the fair value of the Callisto's Level 3 liabilities for the nine months
ended September 30, 2010:

Description

Balance at
December 31,
2009

Unrealized
losses

Reclassified

Balance as of
September 30,
2010Derivative liabilities related to warrants

$
11,870,369

$
15,641,361

$
(27,511,730
)
$



The
unrealized losses on the derivative liabilities are classified in other expenses as a change in derivative liabilities in the Company's statement of operations. On June 30,
2010, the price protection clause expired. As a result, Callisto measured the fair value of the outstanding warrants through June 30, 2010, recognized any changes in value in earnings and then
reclassified the derivative instrument liability into stockholder's equity. (See Note 8 above)

A
financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the
Company reviews the assets and liabilities that are subject to ASC Topic 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on
significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

Synergy Derivative Instruments

Based upon the Company's analysis of the criteria contained in ASC Topic 815-40, Synergy has determined that the warrants,
issued in connection with its 2010 registered direct offerings, must be recorded as derivative liabilities with a charge to additional paid in
capital. In accordance with ASC Topic 815-40, the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant changes in
fair value is being recorded as other income (expense) in the Company's statement of operations. Synergy estimates the fair value of the warrants using the Black-Scholes option pricing model in order
to determine the associated derivative instrument liability and change in fair value described above. The assumptions used to determine the fair value of the warrants during the nine months ended
September 30, 2010 were:

Nine month ended
September 30, 2010Estimated fair value of stock

$2.50 - $3.70Expected warrant term

5 yearsRisk-free interest rate

1.20 - 1.79%Expected volatility

90%Dividend yield

0%


Estimated
fair value of the stock is based on an apportionment of the $4.25 unit price paid for the shares and warrants issued June 30, 2010 in Synergy's registered direct
offering, which was an arms-length negotiated price. Expected volatility is based on historical volatility of Callisto's common

24

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. Derivative Financial Instruments (Continued)

stock.
The warrants have a transferability provision and based on guidance provided in SAB 107 for instruments issued with such a provision, Synergy used the full contractual term as the
expected term of the warrants..The risk free rate is based on the U.S. Treasury security rates consistent with the expected term of the warrants.

The
following table sets forth the components of changes in the Synergy's derivative financial instruments liability balance for the periods indicated:

Date

Description

New Warrants

Derivative
Instrument
Liability6/30/2010

Initial relative fair value of warrants upon issuance


648,000

$
1,045,2149/30/2010

Fair value of New Warrants issued during the quarter on date of issuance


103,703

$
163,9059/30/2010

Change in fair value of warrants issued during the quarter ended September 30, 2010 , recorded as other expense (income) in the company's
statement of operations




$
(110,937
)9/30/2010

Balance of derivative financial instruments liability


751,703

$
1,098,182


Synergy Fair Value Measurements

The following table presents the Company's liabilities that are measured and recognized at fair value on a recurring basis classified
under the appropriate level of the fair value hierarchy as of September 30, 2010:

Description

Quoted
Prices in
Active
Markets for
Identical
Assets and
Liabilities
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance
as of
September 30,
2010Derivative liabilities related to Warrants

$


$


$
1,098,182

$
1,098,182


The
following table sets forth a summary of changes in the fair value of the Company's Level 3 liabilities for the nine months ended September 30, 2010:

Description

Balance at
December 31,
2009

Fair Value of
warrants upon
issuance

Unrealized
(gains) or
losses

Balance
as of
September 30,
2010Derivative liabilities related to Warrants

$


$
1,209,119

$
$(110,937
)
$
1,098,182


The
unrealized gains or losses on the derivative liabilities will be classified in other income or expense as a change in derivative liabilities in the Company's statement of operations.

A
financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the
Company reviews

25

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. Derivative Financial Instruments (Continued)

the
assets and liabilities that are subject to ASC Topic 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant
unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

9. Stockholders' Deficit

On December 30, 2008, Callisto entered into a securities purchase and exchange agreement ("Purchase Agreement") with several investors, each of whom were holders of record as of
November 4, 2008 of outstanding warrants to purchase shares of the Company's common stock, exercisable at $0.50 or $0.70 per share until August 2, 2010 ("Series B Warrants"). The
Series B Warrants were issued in connection with the private placement of the Company's Series B Preferred Shares on August 2, 2007. During the period from December 30,
2008 to June 17, 2009, pursuant to the Purchase Agreement, Callisto issued $603,163 principal amount of 11% Secured Notes due April 15, 2010 ("11% Notes"). Interest on the 11% Notes is
due at maturity and repayment of the 11% Notes is secured by a pledge of up to 2,292,265 shares of the common stock of Synergy owned by Callisto. Pursuant to the Purchase Agreement, Callisto issued
69,086,174 common stock purchase warrants ("New Warrants") in exchange for the surrender and cancellation of 26,938,800 outstanding Series B Warrants. The New Warrants have an exercise price,
subject to certain anti-dilution adjustments, of $0.02 per share and are exercisable at any time on or prior to December 31, 2016.

In
connection with the issuance of $349,880 of the $603,163 11% Notes in June 2009, Callisto entered into an additional security agreement granting all of the holders of the 11%
Notes a security interest in the Atiprimod technology acquired by the Company in December 2008.

The
proceeds from the issuance of these instruments were allocated to the 11% Notes and the New Warrants based upon the relative fair values of the 11% Notes and the New Warrants. The
New Warrants had a fair value of $6,781,471 upon issuance, measured utilizing the Black Scholes fair value methodology using assumptions ranging from 7.5 to 8 years for expected term,
volatility of 150% to 200%, no dividends and risk free interest rates ranging from 1.76% to 3.33%. This resulted in a debt discount of $552,728 apportioned to the New Warrants which was being accreted
to the 11% Notes as interest expense over the life of the 11% Notes.

On
June 30, 2010, the price protection provision included in the New Warrants expired. As a result, we measured the fair value of the outstanding warrants as of June 30,
2010, recognized any changes in value in earnings and then reclassified the derivative instrument liability into stockholder's equity. (See Note 8 above)

26

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. Stockholders' Deficit (Continued)

The
following table summarizes the financial impact of the 11% Notes payable and the related interest expense for the period from December 30, 2009 through September 30,
2010:

11% Notes
Payable

Interest
expense11% Notes balance December 31, 2009

$
487,130

$
436,693Accretion of 11% Note discount to interest expense


144,116


144,11611% nominal interest expense quarter ended March 31, 2010


16,360


16,360Loss on extinguishment


23,497


23,497Common shares issued in exchange for modification of notes payable





100,19611% Notes balance March 31, 2010

$
671,103

$
284,16911% nominal interest expense quarter ended June 30, 2010


16,542


16,54211% Notes balance June 30, 2010

$
687,645

$
300,71111% nominal interest expense quarter ended September 30, 2010


16,723


16,72311% Notes balance September 30, 2010

$
704,368

$
317,434


On
March 22, 2010, the Company reached an agreement with more than the requisite holders of 70% of the outstanding $603,163 principal amount of 11% Secured Promissory Notes due
April 15, 2010 (the "Notes") to extend the due date of the Notes to April 30, 2011. In exchange for the amendment, the Company agreed to issue to the note holders 15% of the amount of
principal and interest due on the Notes as of March 31, 2010 payable in shares of common stock, or 265,770 shares of common stock. This modification of debt was considered "substantially
different" and was accounted for as a modification of debt. The carrying value of the notes payable before modification in the amount of $647,606 was extinguished and the fair value of the new debt in
the amount $671,103 was recorded. The difference between the carrying value and the fair value in the amount of $23,497 was recorded as interest expense. The fair value of the shares totaled $100,196
which cost was recorded as a loss on extinguishment during the three months ended March 31, 2010 and included in interest and other expense in the statement of operations.

On
June 30, 2010, Synergy entered into securities purchase agreements to sell securities to non-U.S. investors and raise gross proceeds of approximately $2,754,000 in
a registered direct offering. Synergy sold 648,000 units at $4.25 per share to investors. Each unit consisted of one share of Synergy's common stock and one warrant to purchase one additional share of
Synergy common stock. The warrants expire after five years and are exercisable at $4.50 per share. In accordance with ASC 815-40, "Derivatives and HedgingContracts in Entity's
Own Equity" the warrants have been classified as a derivative liability.

The
offering was made pursuant to a Synergy shelf registration statement on Form S-3 (the base prospectus effective December 10, 2009), as supplemented by a
prospectus supplement filed with the Securities and Exchange Commission on June 23, 2010. As of June 30, 2010, Synergy had received proceeds of $255,000, less legal fees of $25,000
associated with this offering, and the remaining $2,499,000 was held in escrow account and received by Synergy on July 2 and July 8, 2010. In July

27

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. Stockholders' Deficit (Continued)

2010,
Synergy paid an aggregate $261,630 to selling agents in connection with this placement, of which the entire amount was accrued as of and for the period ended June 30, 2010.

On
August 16, 2010, Synergy entered into a securities purchase agreement with an accredited investor to sell securities and raise gross proceeds of $400,000 in a private
placement. Synergy sold 98,765 units to the investor with each unit consisting of one share of Synergy's common stock and one warrant to purchase one additional share of Synergy's common stock. The
purchase price paid by the investor was $4.05 for each unit. The warrants expire after five years and are exercisable at $4.25 per share. In
accordance with ASC 815-40, "Derivatives and HedgingContracts in Entity's Own Equity" the warrants have been classified as a derivative liability. (See Note 8)

During
the nine months ended September 30, 2010, 15,000 shares of Callisto's Series A Convertible Preferred Stock were converted to 416,667 shares of common stock and 5,000
shares of Series B Convertible Preferred Stock were converted to 138,889 shares of common stock.

10. Subsequent Events

On October 1, 2010, Synergy entered into a securities purchase agreement with an investor and raised gross proceeds of $2,500,000 in a registered direct offering. Synergy paid a
fee of $50,000 to a non-US selling agent. Synergy sold to the investor 1,000,000 shares of its common stock and warrants to purchase 400,000 shares of common stock. The common stock and
warrants were sold in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investor was $2.50 for
each unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share

On
October 18, 2010, Synergy entered into a securities purchase agreement with certain investors and raised gross proceeds of $1,525,000 in a registered direct offering. Synergy
paid a fee of $91,000 to a non-US selling agent. Synergy sold to the investors 610,000 shares of its common stock and warrants to purchase 244,000 shares of common stock. The common stock
and warrants were sold in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investor was $2.50
for each unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share

The
October 1, 2010 and October 18, 2010 offerings were made pursuant to a Synergy shelf registration statement on Form S-3 (SEC File
No. 333-163316, the base prospectus effective December 10, 2009), as supplemented by prospectus supplements filed with the Securities and Exchange Commission on
October 1, 2010 and October 18, 2010.

On
October 20, 2010 Callisto entered into an option agreement (the "Agreement") with a third party ("Optionee") granting the Optionee the right to purchase up to 2,000,000 shares
of the common stock of Synergy Pharmaceuticals, Inc., currently owned by Callisto (the "Shares") at a purchase price of $2.45 per share. The Optionee will pay Callisto $100,000 in cash for this
option which may be exercised at any time during the period from the date of the Agreement until (i) October 20, 2012 with respect to 1,000,000 Shares and (ii) October 20,
2015 with respect to 1,000,000 Shares. The Company is currently evaluating the accounting impact it will have on the fourth quarter.

28

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Table of Contents

CALLISTO PHARMACEUTICALS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. Subsequent Events (Continued)

On
October 22, 2010 Callisto, pursuant to a Confidential Private Exchange Offer (the "Offer"), agreed to exchange an aggregate of 72,355,770 shares of the Callisto common stock
for all of the outstanding 11% Secured Promissory Notes, including all accrued and unpaid interest, (the "Notes") and the related 68,889,286 New Warrants issued in connection with the Notes, which are
due and payable on April 30, 2011. As of October 29, 2010 the Offer has been accepted by all the Note holders.

On
October 29, 2010 Synergy received notice from the Internal Revenue Service that it was awarded a grant in a total amount of $244,479 for qualified investments in a qualifying
therapeutic discovery project under section 48D of the Internal Revenue Code for Agonists of Guanylate Cyclase-C.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated financial statements and other financial
information appearing elsewhere in this quarterly report. In addition to historical information, the following discussion and other parts of this quarterly report contain forward-looking statements.
You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," believe," "estimate" and "continue" or similar words. Forward-looking statements
include information concerning possible or assumed future business success or financial results. You should read statements that contain these words carefully because they discuss future expectations
and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future
expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any
forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

The
forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under "Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2009 and other periodic reports filed with the SEC. Accordingly, to the extent that this Report contains forward-looking statements
regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that Callisto's actual financial condition, operating results and
business performance may differ materially from that projected or estimated by the Company in forward-looking statements. All drug candidates to treat GI disorders and diseases, currently plecanatide
and SP-333, are being developed exclusively by Synergy Pharmaceuticals, Inc., our majority-owned subsidiary ("Synergy"). Use of the terms "we", "our" or "us" in connection with GI
drug candidates discussed herein refer to research and development activities and plans of Synergy.

Callisto
Pharmaceuticals, Inc. (which may be referred to as "Callisto", "the Company", "we" or "us") was incorporated under the laws of the State of Delaware in May 2003. We
operate through two subsidiary companies: Synergy Pharmaceuticals Inc. and Callisto Research Labs, LLC.

We
are a development stage biopharmaceutical company focused primarily on the development of drugs to treat, rheumatoid arthritis ("RA"), and gastrointestinal ("GI") disorders and
diseases. Our lead drug candidates are as follows:



RECENT DEVELOPMENTS

On October 6, 2010, we announced the results of our Phase 2a clinical trial of plecanatide to treat chronic constipation,
or CC. Plecanatide given orally once daily, over 14 consecutive days, at doses of 0.3 mg, 1.0 mg, 3.0 mg and 9.0 mg improved bowel function in patients with CC. Benefits were observed in increased
frequency of bowel movements, decreased straining and abdominal discomfort, and improvement in other associated clinical measures. Plecanatide treatment exhibited a favorable safety profile. No severe
adverse events were observed, and notably no patients receiving plecanatide

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reported
diarrhea. Additionally, no systemic absorption of plecanatide was detected in patients at any of the dose levels studied. We presented these results on October 18, 2010 at the American
College of Gastroenterology Annual Scientific Meeting in San Antonio, Texas.

On
October 1, 2010, Synergy entered into a securities purchase agreement with a certain investor and raised gross proceeds of $2,500,000 in a registered direct offering. Synergy
paid a fee of $50,000 to a non-US selling agent. Synergy sold to the investor 1,000,000 shares of common stock and warrants to purchase 400,000 shares of common stock. The common stock and
warrants were sold in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investor was $2.50 for
each unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share.

On
October 18, 2010, Synergy entered into a securities purchase agreement with certain investors and raised gross proceeds of $1,525,000 in a registered direct offering. Synergy
paid a fee of $91,000 to a non-US selling agent. Synergy sold to the investors 610,000 shares of common stock and warrants to purchase 244,000 shares of common stock. The common stock and
warrants were sold in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investor was $2.50 for
each unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share.

On
October 20, 2010 Callisto entered into an option agreement (the "Agreement") with a third party ("Optionee") granting the Optionee the right to purchase up to 2,000,000 shares
of the common stock of Synergy Pharmaceuticals, Inc., currently owned by Callisto (the "Shares") at a purchase price of $2.45 per share. The Optionee will pay Callisto $100,000 in cash for this
option which may be exercised at any time during the period from the date of the Agreement until (i) October 20, 2012 with respect to 1,000,000 Shares and (ii) October 20,
2015 with respect to 1,000,000 Shares. The Company is currently evaluating the accounting impact it will have on the fourth quarter.

On
October 29, 2010 Synergy received notice from the Internal Revenue Service that it had been awarded a grant in a total amount of $244,479 for qualified investments in a
qualifying therapeutic discovery project under section 48D of the Internal Revenue Code for Agonists of Guanylate Cyclase-C.

FINANCIAL OPERATIONS OVERVIEW

From inception through September 30, 2010, we have sustained cumulative net losses available to common shareholders of
$131,386,127. Our losses have resulted primarily from expenditures related to the application and filing for regulatory approval of proposed products, stock-based compensation expense, patent filing
and maintenance expenses, purchase of in-process research and development, outside accounting and legal services and regulatory, scientific and financial consulting fees, as well as deemed
dividends attributable to the beneficial conversion rights of convertible preferred stock at issuance. From inception through September 30, 2010, we have not generated any revenue from
operations, expect to incur additional losses to perform further research and development activities and do not currently have any commercial biopharmaceutical products, and do not expect to have such
for several years, if at all.

Net
cash used in operating activities was $9,470,494 during the nine months ended September 30, 2010 as compared to $4,679,976 for the nine months ended September 30, 2009.
During the nine months ended September 30, 2010 and 2009 Callisto incurred net losses attributable to common stockholders of $21,606,347 and $28,665,551, respectively. To date, Callisto's
sources of cash have been primarily limited to the sale of equity securities and issuance of 11% Notes. Net cash provided by financing activities for the nine months ended September 30, 2010
and 2009 and for the period from June 5, 1996 (inception) to September 30, 2010, was $2,859,870, $7,590,663 and $68,182,419, respectively.

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OFF-BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of September 30, 2010.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009

We had no revenues during the three months ended September 30, 2010 and 2009 because we do not have any commercial
biopharmaceutical products and we do not expect to have such products for several years, if at all. Certain reclasses have been made in prior periods to conform to current year presentation (see
note 2).

Research
and development expenses increased $1,176,472 or 105% to $2,301,486 for the three months ended September 30, 2010 from $1,125,014 for the three months ended
September 30, 2009. This increase was entirely due to (i) higher program expenses, including animal studies, analytical testing, clinical data monitoring and patient costs, which
increased by approximately $538,000 during the three months ended September 30, 2010 to approximately $1,403,907 related to our continuing Phase 2a trial of plecanatide in CC patients
which began March 19, 2010, (ii) drug production expenses increased to approximately $407,000 in support of ongoing and planned clinical trials, (iii) scientific advisors fees and
expenses increased approximately $70,000 to approximately $117,000 and (iv) staff compensation cost increased approximately $141,000 to $376,000 as we hired additional product development
personnel.

General
and administrative expenses increased $17,479 or 1%, to $1,302,469 for the three months ended September 30, 2010 from $1,284,990 for the three months ended
September 30, 2009. This increase was primarily due to higher legal, accounting, advisory fees, and travel which increased by approximately $178,000 as compared to three months ended
September 30, 2009 offset by lower stock based compensation expenses and legal expenses which decreased by approximately $160,000 during the three months ended September 30, 2010.

Loss
from operations for the three months ended September 30, 2010 increased $1,193,951 to $3,603,955 compared to a net loss from operations of $2,410,004 incurred for the three
months ended September 30, 2009. The increased loss is the result of higher research and development, and general and administrative expenses discussed above, plus the following
non-operating expenses for the quarters ended September 30, 2009 and 2010.

Quarter Ended
09/30/2010

Quarter Ended
09/30/2009

Change ($)
09/30/2010Loss from operations

$
(3,603,955
)
$
(2,410,004
)
$
(1,193,951
)Interest and dividend income


933


10,939


(10,006
)Interest expense on 11% Secured Notes


(16,723
)

(160,839
)

144,116Change in Fair Value of derivative instrumentswarrants


110,937


(5,735,936
)

5,846,873Net loss of majority owned subsidiary attributable to non-controlling interest


1,792,485


743,755


1,048,730Net loss available to common stockholders

$
(1,716,323
)
$
(7,552,085
)
$
5,835,762


NINE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009

We had no revenues during the nine months ended September 30, 2010 and 2009 because we do not have any commercial
biopharmaceutical products and we do not expect to have such products for several years, if at all. Certain reclasses have been made in prior periods to conform to current year presentation (See
note 2).

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Research
and development expenses increased $5,331,076 or 207% to $7,899,051 for the nine months ended September 30, 2010 from $2,567,975 for the nine months ended
September 30, 2009. This increase was primarily due to (i) higher program expenses, including animal studies, analytical testing, clinical data monitoring and patient costs, which
increased by approximately $3,233,000 during the nine months ended September 30, 2010 to approximately $4,165,000 related to our Phase 2a clinical trial of plecanatide in CC patients
which began March 19, 2010, (ii) drug production expenses increased approximately $1,731,000 to approximately $2,627,000 in support of ongoing and planned clinical trials,
(iii) scientific advisors fees and expenses increased approximately $94,000 to approximately $289,000 and (iv) staff compensation cost increased approximately $273,000 to approximately
$817,000 as we hired additional product development personnel.

General
and administrative expenses for the nine months ended September 30, 2010 increased $896,716 or 26%, to $4,341,003 for the nine months ended September 30, 2010 from
$3,444,287 for the nine months ended September 30, 2009. This increase was primarily due to (i) approximately $646,000 of higher financial advisory accounting services, and travel
expenses related to our public offerings, (ii) approximately $244,000 of increased facilities overhead and (iii) approximately $274,000 of higher patent legal expense partially offset by
lower stock based compensation expenses and staff compensation which decreased by approximately $267,000 to approximately $1,267,000 for the nine months ended September 30, 2010.

Loss
from operations for the nine months ended September 30, 2010 increased $6,227,792 to $12,240,054 compared to a net loss from operations of $6,012,262 incurred for the nine
months ended September 30, 2009. The increased net loss is the result of higher research and development, and
general and administrative expenses discussed above, plus the following non-operating expenses for the nine months ended September 30, 2009 and 2010.

Nine months ended
09/30/2010

Nine months ended
09/30/2009

Change ($)
09/30/2010Loss from operations

$
(12,240,054
)
$
(6,012,262
)
$
(6,227,792
)Interest and dividend income


25,084


11,164


13,920State tax credit


628,806





628,806Interest expense on 11% Secured Notes


(317,434
)

(275,856
)

(41,578
)Change in Fair Value of derivative instrumentswarrants


(15,530,425
)

(22,472,503
)

6,942,078Net loss of majority owned subsidiary attributable to non-controlling interest


5,827,676


1,899,498


3,928,178Net loss available to common stockholders

$
(21,606,347
)
$
(26,849,959
)
$
5,243,612


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2010 we had $596,988 in cash and cash equivalents, compared to $7,207,612 as of December 31, 2009. We
had working capital deficit of $4,311,977 as of September 30, 2010.

Net
cash used in operating activities was $9,470,494 during the nine months ended September 30, 2010 as compared to $4,679,976 for the nine months ended September 30, 2009.
During the nine months ended September 30, 2010 and 2009 we incurred net losses attributable to common stockholders of $21,606,347 and $28,665,551, respectively. To date, our sources of cash
have been primarily limited to the sale of equity securities and issuance of 11% Notes. Net cash provided by financing activities for the nine months ended September 30, 2010 and 2009 and for
the period from June 5, 1996 (inception) to September 30, 2010, was $2,859,870, $7,590,663 and $68,182,419, respectively.

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On
June 30, 2010, Synergy entered into securities purchase agreements to sell securities to investors and raise gross proceeds of approximately $2,754,000 in a registered direct
offering. Synergy paid a fee of $261,630 to a non-US selling agent plus legal and accounting fees of $32,500 associated with this offering. Synergy sold 648,000 units at $4.25 per share to
investors. Each unit consisted of one share of Synergy's common stock and one warrant to purchase one additional share of Synergy common stock. The warrants expire after five years and are exercisable
at $4.50 per share.

On
August 16, 2010, Synergy entered into a securities purchase agreement with an accredited investor to sell securities and raise gross proceeds of $400,000 in a private
placement. Synergy sold 98,765 units to the investor with each unit consisting of one share of its common stock and one warrant to purchase one additional share of its common stock. The purchase price
paid by the investor was $4.05 for each unit. The warrants expire after five years and are exercisable at $4.25 per share. In accordance with
ASC 815-40, "Derivatives and HedgingContracts in Entity's Own Equity" the warrants have been classified as a derivative liability. (See Note 8 below)

On
October 1, 2010 Synergy entered into a securities purchase agreement with an investor and raised gross proceeds of $2,500,000 in a registered direct offering. Synergy paid a
fee of $50,000 to a non-US selling agent. Synergy sold to the investor 1,000,000 shares of its common stock and warrants to purchase 400,000 shares of common stock. The common stock and
warrants were sold in units consisting of one share of its common stock and two-fifths of a warrant to purchase a share of its common stock. The purchase price paid by the investor was
$2.50 for each unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share.

On
October 18, 2010 Synergy entered into a securities purchase agreement with certain investors and raised gross proceeds of $1,525,000 in a registered direct offering. Synergy
paid a fee of $91,000 to a non-US selling agent. Synergy sold to the investors 610,000 shares of its common stock and warrants to purchase 244,000 shares of common stock. The common stock
and warrants were sold in units consisting of one share of common stock and two-fifths of a warrant to purchase a share of common stock. The purchase price paid by the investor was $2.50
for each unit. The warrants expire after five years and each whole warrant has an exercise price of $2.75 per share.

The
October 1, 2010 and October 18, 2010 offerings were made pursuant to a Synergy shelf registration statement on Form S-3 (SEC File
No. 333-163316, the base prospectus effective December 10, 2009), as supplemented by prospectus supplements filed with the Securities and Exchange Commission on
October 1, 2010 and October 18, 2010.

On
October 20, 2010 Callisto entered into an option agreement (the "Agreement") with a third party ("Optionee") granting the Optionee the right to purchase up to 2,000,000 shares
of the common stock of Synergy Pharmaceuticals, Inc., currently owned by Callisto (the "Shares") at a purchase price of $2.45 per share. The Optionee will pay Callisto $100,000 in cash for this
option which may be exercised at any time during the period from the date of the Agreement until (i) October 20, 2012 with respect to 1,000,000 Shares and (ii) October 20,
2015 with respect to 1,000,000 Shares. The Company is currently evaluating the accounting impact it will have on the fourth quarter.

On
October 22, 2010 Callisto, pursuant to a Confidential Private Exchange Offer (the "Offer"), agreed to exchange an aggregate of 72,355,770 shares of the Callisto common stock
for all of the outstanding 11% Secured Promissory Notes, including all accrued and unpaid interest, (the "Notes") and the related 68,889,286 New Warrants issued in connection with the Notes, which are
due and payable on April 30, 2011. As of October 29, the Offer has been accepted by all the requisite Note holders.

On
October 29, 2010 Synergy received notice from the Internal Revenue Service that it had been awarded a grant to Synergy $244,479 for qualified investments in a qualifying
therapeutic discovery

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project
under section 48D of the Internal Revenue Code for Agonists of Guanylate Cyclase-C, had been approved.

Worldwide
economic conditions and the international equity and credit markets have significantly deteriorated and may remain depressed for the foreseeable future. These developments make
it more difficult for us to obtain additional equity or credit financing, when needed. Our working capital requirements will depend upon numerous factors including but not limited to the nature, cost
and timing of pharmaceutical research and development programs. We will be required to raise additional capital within the next twelve months to complete the development and commercialization of
current product candidates, to fund the existing working capital deficit and to continue to fund operations at our current cash expenditure levels. To date, our sources of cash have been primarily
limited to the sale of equity securities. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity
securities, our stockholders may experience significant dilution.

Any
debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If we are unable to raise additional capital when required or on
acceptable terms, we may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of one or more of product candidates; (ii) seek collaborators
for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish license or otherwise
dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize ourselves on unfavorable terms.

Our
consolidated financial statements as of September 30, 2010 and December 31, 2009 have been prepared under the assumption that we will continue as a going concern for
the next twelve months. Our independent registered public accounting firm has issued a report dated March 31, 2010 that included an explanatory paragraph referring to our recurring losses from
operations and net capital deficiency and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going
concern is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate revenue. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

CRITICAL ACCOUNTING POLICIES

We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. The preparation of
financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities,
including disclosure of contingent assets and contingent liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of
the uncertainty of factors surrounding the estimates or assumptions used in the preparation of the consolidated financial statements, actual results may vary from these estimates.

Share-Based Payments

We rely heavily on incentive compensation in the form of stock options to recruit, retain and motivate directors, executive officers,
employees and consultants. Incentive compensation in the form of stock options is designed to provide long-term incentives, develop and maintain an ownership stake and conserve cash during
our development stage. Since inception through September 30, 2010 stock-based compensation expense has totaled $19,466,570 or 14% of our net loss available to common shareholders of
$131,386,127.

Upon
adoption of ASC Topic 718, we selected the Black-Scholes option pricing model as the most appropriate model for determining the estimated fair value for stock-based awards. Use of a
valuation

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model
requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on our historical volatility. Our stock price has fluctuated from
$3.95 per share as of December 31, 2003 to $0.30 per share as of September 30, 2010. The expected term was determined based on the simplified method provided in ASC Topic 718
"Share-Based Payment". The risk-free interest rate is based on observed interest rate appropriate for the expected term of our stock
options. Forfeitures are estimated, based on our historical experience, at the time of grant.

Research and Development

Research and development costs include expenditures in connection with an in-house research and development laboratory,
salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, regulatory and scientific consulting fees, as
well as contract research, patient costs, drug formulation and tableting, data collection, monitoring, insurance and FDA consultants, in accordance with ASC Topic
730-10-55-2. Also, as prescribed by this guidance the costs of patent applications and filings are legal in nature and classified as general and administrative
expense.

We
do not currently have any commercial biopharmaceutical products, and do not expect to have such for several years, if at all and therefore our research and development costs are
expensed as incurred. While certain of our research and development costs may ultimately have future benefits, our policy of expensing all research and development expenditures is predicated on
(i) the fact that we have no history of successful commercialization of biopharmaceutical products to base any estimate of the number of future periods that would be benefited and
(ii) recoverability is highly uncertain at our stage of development.

In
June 2007, the EITF of the FASB reached a consensus on ASC Topic 730,Research and Development("ASC Topic 730"). In accordance with
ASC Topic 730-10-55 non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred
and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an
expense. We adopted ASC Topic 730-10-55 on January 1, 2008 and the adoption did not have a material effect on our consolidated financial position, results of operations
or cash flows.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk on the fair values of certain assets is related to credit risk associated with securities held in short
term investment accounts, commercial paper included in short term money market accounts and the FDIC insurance limit on our bank balances. At September 30, 2010 we had $264,000 in money market
balances that was exposed to market risk.

ITEM 4.    CONTROLS AND PROCEDURES

Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of
September 30, 2010, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules
and forms.

In
connection with the preparation of our annual financial statements, our management performed an assessment of the effectiveness of internal control over financial reporting as of
December 31, 2009. Management's assessment included an evaluation of the design of our internal control over financial

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reporting
and the operational effectiveness of those controls. Based on this evaluation, management determined that, as of December 31, 2009, there were material weaknesses in our internal
control over financial reporting. The material weaknesses identified during management's assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance
that our financial statements and notes thereto, are prepared in accordance with generally accepted accounting principles (GAAP) and (ii) a lack of segregation of duties to ensure adequate
review of financial statement preparation. In light of these material weaknesses, management concluded that, as of December 31, 2009, we did not maintain effective internal control over
financial reporting. As defined by Regulation S-X, Rule 1-02(a)(4), a material weakness is a deficiency or a combination of deficiencies, such that there is a
reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Management,
in coordination with the input, oversight and support of our Audit Committee, has identified the following measures to strengthen our internal control over financial
reporting and to address the material weaknesses described above. During the quarter ended December 31, 2009 we hired a controller to: (i) prepare annual and quarterly consolidated
financial statements, (ii) prepare annual and quarterly account reconciliations and (iii) prepare annual and quarterly journal entries. This hire allows for better segregation of duties
within our financial department. During the quarter ended June 30, 2010 we also retained a GAAP advisor to assist management with GAAP accounting and reporting matters. While these remedial
actions have been implemented, they may not be in place for a sufficient period of time to help us certify that material weaknesses have been fully remediated as of the end of calendar year 2010. We
will continue to develop our remediation plans and implement additional measures during calendar year 2010 and possibly into calendar year 2011.

In
designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the relationship between the benefit of desired controls
and procedures and the cost of implementing new controls and procedures.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As of September 30, 2010, we are in the process of remediating the material weakness which existed at December 31, 2009.
If the remedial measures described above are insufficient to address any of the identified material weaknesses or are not implemented effectively, or additional deficiencies arise in the future,
material misstatements in our interim or annual financial statements may occur in the future. We are currently working to improve and simplify our internal processes and implement enhanced controls,
as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. A key element of
our remediation effort is the ability to recruit and retain qualified individuals to support our remediation efforts. While our Audit Committee and Board of Directors have been supportive of our
efforts by supporting the hiring of a controller in our finance department as well as funding efforts to improve our financial reporting system, improvement in internal control will be hampered if we
can not recruit and retain more qualified professionals.

Other
than described above, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that could
significantly affect internal controls over financial reporting during the quarter ended September 30, 2010.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

There have been no material changes from the legal proceedings disclosed in our Form 10-K for the year ended
December 31, 2009.

ITEM 1A.    RISK FACTORS

Risks Related to Our Business

We are at an early stage of development as a company, currently have no source of revenue and may never become profitable.

We are a development stage biopharmaceutical company. Currently, we have no products approved for commercial sale and, to date, we have
not generated any revenue. Our ability to generate revenue depends heavily on:



All
of our existing product candidates will require extensive additional clinical evaluation, regulatory review, significant marketing efforts and substantial investment before they
could provide us with any revenue. As a result, if we do not successfully develop and commercialize plecanatide, we will be unable to generate any revenue for many years, if at all. We do not
anticipate that we will generate revenue for several years, at the earliest, or that we will achieve profitability for at least several years after generating material revenue, if at all. If we are
unable to generate revenue, we will not become profitable, and we may be unable to continue our operations.

We do not have any products that are approved for commercial sale and therefore do not expect to generate any revenues from product sales in the foreseeable future, if ever.

To date, we have funded our operations primarily from sales of our securities. We have not received, and do not expect to receive for
at least the next several years, if at all, any revenues from the commercialization of our product candidates. To obtain revenues from sales of our product candidates, we must succeed, either alone or
with third parties, in developing, obtaining regulatory approval for, manufacturing and marketing drugs with commercial potential. We may never succeed in these activities, and we may not generate
sufficient revenues to continue our business operations or achieve profitability.

We are largely dependent on the success of our lead product candidate, plecanatide, and we cannot be certain that this product candidate will receive regulatory approval or
be successfully commercialized.

We currently have no products for sale, and we cannot guarantee that we will ever have any drug products approved for sale. We and our
product candidates are subject to extensive regulation by the FDA and comparable regulatory authorities in other countries governing, among other things, research, testing, clinical trials,
manufacturing, labeling, promotion, selling, adverse event reporting and recordkeeping. We are not permitted to market any of our product candidates in the United States until we receive approval of a
new drug application, or NDA, for a product candidate from the FDA or

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the
equivalent approval from a foreign regulatory authority. Obtaining FDA approval is a lengthy, expensive and uncertain process. We currently have one lead product candidate, plecanatide for the
treatment of GI disorders, and the success of our business currently depends on its successful development, approval and commercialization. This product candidate has not completed the clinical
development process; therefore, we have not yet submitted an NDA or foreign equivalent or received marketing approval for this product candidate anywhere in the world.

The
clinical development program for plecanatide may not lead to commercial products for a number of reasons, including if we fail to obtain necessary approvals from the FDA or foreign
regulatory authorities because our clinical trials fail to demonstrate to their satisfaction that this product candidate is safe and effective. We may also fail to obtain the necessary approvals if we
have inadequate financial or other resources to advance our product candidates through the clinical trial process. Any failure or delay in completing clinical trials or obtaining regulatory approval
for plecanatide in a timely manner would have a material adverse impact on our business and our stock price.

We will need to obtain FDA approval of any proposed product names, and any failure or delay associated with such approval may adversely impact our business.

Any brand names we intend to use for our product candidates will require approval from the FDA regardless of whether we have secured a
formal trademark registration from the U.S. Patent and Trademark Office, or the PTO. The FDA typically conducts a review of proposed product brand names, including an evaluation of potential for
confusion with other product names. The FDA may also object to a product brand name if it believes the name inappropriately implies medical claims. If the FDA objects to any of our proposed product
brand names, we may be required to adopt an alternative brand name for our product candidates. If we adopt an alternative brand name, we would lose the benefit of our existing trademark applications
for such product candidate and may be required to expend significant additional resources in an effort to identify a suitable product brand name that would qualify under applicable trademark laws, not
infringe the existing rights of third parties and be acceptable to the FDA. We may be unable to build a successful brand identity for a new trademark in a timely manner or at all, which would limit
our ability to commercialize our product candidates.

Our quarterly operating results may fluctuate significantly.

We expect our operating results to be subject to quarterly fluctuations. Our net loss and other operating results will be affected by
numerous factors, including:



If
our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly
fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially.

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Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

In order to receive regulatory approval for the commercialization of our product candidates, we must conduct, at our own expense,
extensive clinical trials to demonstrate safety and efficacy of these product candidates for the intended indication of use. Clinical testing is expensive, can take many years to complete, if at all,
and its outcome is uncertain. Failure can occur at any time during the clinical trial process.

The
results of preclinical studies and early clinical trials of new drugs do not necessarily predict the results of later-stage clinical trials. Product candidates in later stages of
clinical trials may fail to show
safety and efficacy sufficient to support intended use claims despite having progressed through initial clinical testing. The data collected from clinical trials of our product candidates may not be
sufficient to support filing of an NDA or to obtain regulatory approval in the United States or elsewhere. Because of the uncertainties associated with drug development and regulatory approval, we
cannot determine if or when we will have an approved product for commercialization or achieve sales or profits.

Delays in clinical testing could result in increased costs to us and delay our ability to generate revenue.

We may experience delays in clinical testing of our product candidates. We do not know whether planned clinical trials will begin on
time, will need to be redesigned or will be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays in obtaining regulatory approval to commence a
clinical trial, in securing clinical trial agreements with prospective sites with acceptable terms, in obtaining institutional review board approval to conduct a clinical trial at a prospective site,
in recruiting patients to participate in a clinical trial or in obtaining sufficient supplies of clinical trial materials. Many factors affect patient enrollment, including the size of the patient
population, the proximity of patients to clinical sites, the eligibility criteria for the clinical trial, competing clinical trials and new drugs approved for the conditions we are investigating.
Clinical investigators will need to decide whether to offer their patients enrollment in clinical trials of our product candidates versus treating these patients with commercially available drugs that
have established safety and efficacy profiles. Any delays in completing our clinical trials will increase our costs, slow down our product development and approval process and delay our ability to
generate revenue.

The FDA's expectations for clinical trials may change over time, complicating the process of obtaining evidence to support approval of our product candidates.

In March 2010, the FDA's Center for Drugs Evaluation and Research, or CDER, released a draft guidance entitled: "Irritable Bowel
SyndromeClinical Evaluation of Products for Treatment" to assist the product sponsors developing new drugs for the treatment of IBS. In pertinent part, this document provides
recommendations for IBS clinical trial design and endpoints, and describes the need for the future development of patient-reported outcome, or PRO, instruments for use in IBS clinical trials. The
clinical trials we have planned for plecanatide are designed to follow the recommendations included in this draft guidance. We cannot predict when the draft guidance will be finalized and, if it is
finalized, whether the final version will include the same recommendations, or whether our currently planned clinical trials of plecanatide will meet the final recommendations.

When
finalized, the guidance document will represent the FDA's thinking on the clinical evaluation of products for the treatment of IBS. FDA guidance documents, however, do not establish
legally enforceable requirements, should be viewed only as recommendations, and may be changed at any time. Therefore, even insofar as we intend to follow the recommendations provided in the draft
guidance document and the final guidance document when revealed, we cannot be sure that the FDA

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will
accept the results of our clinical research even if such research follows the recommendations in the guidance document.

We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.

Our clinical trials may be suspended at any time for a number of reasons. For example, we may voluntarily suspend or terminate our
clinical trials if at any time we believe that they present an unacceptable risk to the clinical trial patients. In addition, the FDA or other regulatory agencies may order the temporary or permanent
discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an
unacceptable safety risk to the clinical trial patients.

Administering
any product candidate to humans may produce undesirable side effects. These side effects could interrupt, delay or halt clinical trials of our product candidates and could
result in the FDA or other regulatory authorities denying further development or approval of our product candidates for any or all targeted indications. Ultimately, some or all of our product
candidates may prove to be unsafe for human use. Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects as a result of
participating in our clinical trials.

If we fail to comply with healthcare regulations, we could face substantial penalties and our business, operations and financial condition could be adversely affected.

As a developer of pharmaceuticals, even though we do not intend to make referrals of healthcare services or bill directly to Medicare,
Medicaid or other third-party payors, certain federal and state healthcare laws and regulations pertaining to fraud and abuse and patients' rights are and will be applicable to our business. We could
be subject to healthcare fraud and abuse laws and patient privacy laws of both the federal government and the states in which we conduct our business. The laws include:



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If
our operations are found to be in violation of any of the laws described above or any governmental regulations that apply to us, we may be subject to penalties, including civil and
criminal penalties, damages, fines and the curtailment or restructuring of our operations. Any penalties, damages, fines, curtailment or restructuring of our operations could adversely affect our
ability to operate our business and our financial results. Although compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, the risks cannot be
entirely eliminated. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's
attention from the operation of our business. Moreover, achieving and sustaining compliance with applicable federal and state privacy, security and fraud laws may prove costly.

If we are unable to satisfy regulatory requirements, we may not be able to commercialize our product candidates.

We need FDA approval prior to marketing our product candidates in the United States. If we fail to obtain FDA approval to market our
product candidates, we will be unable to sell our product candidates in the United States and we will not generate any revenue.

The
FDA's review and approval process, including among other things, evaluation of preclinical studies and clinical trials of a product candidate as well as the manufacturing process and
facility, is lengthy, expensive and uncertain. To receive approval, we must, among other things, demonstrate with substantial evidence from well-controlled clinical trials that the product
candidate is both safe and effective for each indication for which approval is sought. Satisfaction of these requirements typically takes several years and the time needed to satisfy them may vary
substantially, based on the type, complexity and novelty of the pharmaceutical product. We cannot predict if or when we will submit a new drug application, or NDA, for approval for any of our product
candidates currently under development. Any approvals we may obtain may not cover all of the clinical indications for which we are seeking approval or may contain significant limitations on the
conditions of use.

The
FDA has substantial discretion in the NDA review process and may either refuse to file our NDA for substantive review or may decide that our data are insufficient to support approval
of our product candidates for the claimed intended uses. In addition, even if we obtain approval of an application to market our product candidates, the FDA may subsequently seek to withdraw approval
of our NDA if it determines that new data or a reevaluation of existing data show the product is unsafe under the conditions of use upon the basis of which the NDA was approved, or based on new
evidence of clinical experience, or upon other new information. If the FDA does not file or approve our NDA, or withdraws approval of our NDA it may require that we conduct additional clinical trials,
preclinical or manufacturing studies and submit that data before it will reconsider our application. Depending on the extent of these or any other requested studies, approval of any applications that
we submit may be delayed by several years, may require us to expend more resources than we have available, or may never be obtained at all.

We
will also be subject to a wide variety of foreign regulations governing the development, manufacture and marketing of our products. Whether or not FDA approval has been obtained,
approval of a product by the comparable regulatory authorities of foreign countries must still be obtained prior to marketing the product in those countries. The approval process varies and the time
needed to secure approval in any region such as the European Union or in a country with an independent review procedure may be longer or shorter than that required for FDA approval. We cannot assure
you that clinical trials conducted in one country will be accepted by other countries or that an approval in one country or region will result in approval elsewhere.

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If our product candidates are unable to compete effectively with marketed drugs targeting similar indications as our product candidates, our commercial opportunity will be
reduced or eliminated.

We face competition generally from established pharmaceutical and biotechnology companies, as well as from academic institutions,
government agencies and private and public research institutions. Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing,
preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Small or early-stage companies may also prove to be significant competitors,
particularly through collaborative arrangements with large, established companies. Our commercial opportunity will be reduced or eliminated if our competitors develop and commercialize GI drugs that
are safer, more effective, have fewer side effects or are less expensive than our product candidates. These potential competitors compete with us in recruiting and retaining qualified scientific and
management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies and technology licenses complementary to our programs or
advantageous to our business.

If
approved and commercialized, plecanatide will compete with at least one currently approved prescription therapy for the treatment of CC and IBS-C, Amitiza. In addition,
over-the-counter products are also used to treat certain symptoms of CC and IBS-C. We believe other companies are developing products that could compete with
plecanatide should they be approved by the FDA. For example, linaclotide is being developed by Ironwood Pharmaceuticals, Inc. This compound is being co-developed with Forest
Laboratories, Inc. and has completed Phase 3 clinical trials for CC and is expecting to have data from Phase 3 clinical trials for IBS-C in the second half of 2010.
Another compound, velusetrag, is being developed by Theravance, Inc. and has completed Phase 2 clinical trials for CC. To our knowledge, other potential competitors are in earlier stages
of development. If our potential competitors are successful in completing drug development for their product candidates and obtain approval from the FDA, they could limit the demand for plecanatide.

In
addition, we have brought legal action against Per Lindell, a former consultant, and certain entities he controls in which we allege that the defendants intentionally breached certain
non-disclosure and non-compete provisions of consulting agreements previously entered into with us and has used, or tried to use, certain confidential information he gained
during his consultancy period in an attempt to secure financing to create his own competing product. Thus far, he has been unsuccessful in this endeavor. We are requesting that the defendants be
permanently restrained and enjoined from creating a competing product and further breaching these agreements. This action further seeks disgorgement of all compensation and any and all profits earned
in the event a competing product is actually created in the future and marketed. In addition, we are requesting an assignment of any intellectual property rights defendants may acquire relating to any
inventions learned of or created in breach of the agreements, as well as compensatory, consequential and punitive damages. Defendants have opposed our patent in Europe in an effort to compete with our
product. Although the final outcome of the legal action against defendants is unclear at this time, if we are not granted an injunction or our European patent is invalidated, defendants or others may
develop a competing product which may materially harm our business.

We
expect that our ability to compete effectively will depend upon our ability to:



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Because
we will be competing against significantly larger companies with established track records, we will have to demonstrate to physicians that, based on experience, clinical data,
side-effect profiles and other factors, our products are preferable to existing GI drugs. If we are unable to compete effectively in the GI drug market and differentiate our products from
other marketed GI drugs, we may never generate meaningful revenue.

We currently have no sales and marketing organization. If we are unable to establish a direct sales force in the United States to promote our products, the commercial
opportunity for our products may be diminished.

We currently have no sales and marketing organization. If any of our product candidates are approved by the FDA, we intend to market
that product through our own sales force. We will incur significant additional expenses and commit significant additional management resources to establish this sales force. We may not be able to
establish these capabilities despite these additional expenditures. We will also have to compete with other pharmaceutical and biotechnology companies to recruit, hire and train sales and marketing
personnel. If we elect to rely on third parties to sell our product candidates in the United States, we may receive less revenue than if we sold our products directly. In addition, although we would
intend to use diligence in monitoring their activities, we may have little or no control over the sales efforts of those third parties. In the event we are unable to develop our own sales force or
collaborate with a third party to sell our product candidates, we may not be able to commercialize our product candidates which would negatively impact our ability to generate revenue.

We may need others to market and commercialize our product candidates in international markets.

In the future, if appropriate regulatory approvals are obtained, we intend to commercialize our product candidates in international
markets. However, we have not decided how to commercialize our product candidates in those markets. We may decide to build our own sales force or sell our products through third parties. Currently, we
do not have any plans to enter international markets. If we decide to sell our product candidates in international markets through a third party, we may not be able to enter into any marketing
arrangements on favorable terms or at all. In addition, these arrangements could result in lower levels of income to us than if we marketed our product candidates entirely on our own. If we are unable
to enter into a marketing arrangement for our product candidates in international markets, we may not be able to develop an effective international sales force to successfully commercialize those
products in international markets. If we fail to enter into
marketing arrangements for our products and are unable to develop an effective international sales force, our ability to generate revenue would be limited.

If the manufacturers upon whom we rely fail to produce plecanatide and our product candidates, including SP-333, in the volumes that we require on a timely
basis, or fail to comply with stringent regulations applicable to pharmaceutical drug manufacturers, we may face delays in the development and commercialization of our product candidates.

We do not currently possess internal manufacturing capacity. We currently utilize the services of contract manufacturers to manufacture
our clinical supplies. With respect to the manufacturing of plecanatide, we are currently pursuing long-term commercial supply agreements with multiple manufacturers. Any curtailment in
the availability of plecanatide could result in production or other delays with consequent adverse effects on us. In addition, because regulatory authorities must generally approve raw material
sources for pharmaceutical products, changes in raw material suppliers may result in production delays or higher raw material costs.

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We
may be required to agree to minimum volume requirements, exclusivity arrangements or other restrictions with the contract manufacturers. We may not be able to enter into
long-term agreements on commercially reasonable terms, or at all. If we change or add manufacturers, the FDA and comparable foreign regulators may require approval of the changes. Approval
of these changes could require new testing by the manufacturer and compliance inspections to ensure the manufacturer is conforming to all applicable laws and regulations, including good manufacturing
practices, or GMP. In addition, the new manufacturers would have to be educated in or independently develop the processes necessary for the production of our product candidates. Peptide manufacturing
is a highly specialized manufacturing business. While we believe we will have long term arrangements with a sufficient number of contract manufacturers, if we lose a manufacturer, it would take us a
substantial amount of time to identify and develop a relationship and seek regulatory approval, where necessary, for an alternative manufacturer.

The
manufacture of pharmaceutical products requires significant expertise and capital investment, including the development of advanced manufacturing techniques and process controls.
Manufacturers of pharmaceutical products may encounter difficulties in production, particularly in scaling up production. These problems include difficulties with production costs and yields, quality
control, including stability of the product and quality assurance testing, shortages of qualified personnel, as well as compliance with federal, state and foreign regulations. In addition, any delay
or interruption in the supply of clinical trial supplies could delay the completion of our clinical trials, increase the costs associated with conducting our clinical trials and, depending upon the
period of delay, require us to commence new clinical trials at significant additional expense or to terminate a clinical trial.

We
are responsible for ensuring that each of our contract manufacturers comply with the GMP requirements of the FDA and other regulatory authorities from which we seek to obtain product
approval. These requirements include, among other things, quality control, quality assurance and the maintenance of records and documentation. The approval process for NDAs includes a review of the
manufacturer's compliance with GMP requirements. We are responsible for regularly assessing a contract manufacturer's compliance with GMP requirements through record reviews and periodic audits and
for ensuring that the contract manufacturer takes responsibility and corrective action for any identified deviations. Manufacturers of plecanatide and other product candidates, including
SP-333, may be unable to comply with these GMP requirements and with other FDA and foreign regulatory requirements, if any. While we will oversee compliance by our contract manufacturers,
ultimately we have no control over our manufacturers' compliance with these regulations and standards. A failure to comply with these requirements may result in fines and civil penalties, suspension
of production, suspension or delay in product approval, product seizure or recall, or withdrawal of product approval. If the safety of plecanatide or other product candidates is compromised due to a
manufacturers' failure to adhere to applicable laws or for other reasons, we may not be able to obtain regulatory approval for or successfully commercialize plecanatide or other product candidates,
and we may be held liable for any injuries sustained as a result. Any of these factors could cause a delay of clinical trials, regulatory submissions, approvals or commercialization of plecanatide or
other product candidates, entail higher costs or result in our being unable to effectively commercialize plecanatide or other product candidates. Furthermore, if our manufacturers fail to deliver the
required commercial quantities on a timely basis and at commercially reasonable prices, we may be unable to meet demand for any approved products and would lose potential revenues.

We may not be able to manufacture our product candidates in commercial quantities, which would prevent us from commercializing our product candidates.

To date, our product candidates have been manufactured in small quantities for preclinical studies and clinical trials. If any of our
product candidates is approved by the FDA or comparable regulatory authorities in other countries for commercial sale, we will need to manufacture such product candidate in larger quantities. We may
not be able to increase successfully the manufacturing capacity for any of

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our
product candidates in a timely or economic manner, or at all. Significant scale-up of manufacturing may require additional validation studies, which the FDA must review and approve. If
we are unable to increase successfully the manufacturing capacity for a product candidate, the clinical trials as well as the regulatory approval or commercial launch of that product candidate may be
delayed or there may be a shortage in supply. Our product candidates require precise, high quality manufacturing. Our failure to achieve and maintain these high quality manufacturing standards in
collaboration with our third-party manufacturers, including the incidence of manufacturing errors, could result in patient injury or death, product recalls or withdrawals, delays or failures in
product testing or delivery, cost overruns or other problems that could harm our business, financial condition and results of operations.

Materials necessary to manufacture our product candidates may not be available on commercially reasonable terms, or at all, which may delay the development and
commercialization of our product candidates.

We rely on the third-party manufacturers of our product candidates to purchase from third-party suppliers the materials necessary to
produce the bulk active pharmaceutical ingredients, or APIs, and product candidates for our clinical trials, and we will rely on such manufacturers to purchase such materials to produce the APIs and
finished products for any commercial distribution of our products if we obtain marketing approval. Suppliers may not sell these materials to our manufacturers at the time they need them in order to
meet our required delivery schedule or on commercially reasonable terms, if at all. We do not have any control over the process or timing of the acquisition of these materials by our manufacturers.
Moreover, we currently do not have any agreements for the production of these materials. If our manufacturers are unable to obtain these materials for our clinical trials, testing of the affected
product candidate would be delayed, which may significantly impact our ability to develop the product candidate. If we or our manufacturers are unable to purchase these materials after regulatory
approval has been obtained for one of our products, the commercial launch of such product would be delayed or there would be a shortage in supply of such product, which would harm our ability to
generate revenues from such product and achieve or sustain profitability.

Our product candidates, if approved for sale, may not gain acceptance among physicians, patients and the medical community, thereby limiting our potential to generate
revenues.

If one of our product candidates is approved for commercial sale by the FDA or other regulatory authorities, the degree of market
acceptance of any approved product by physicians, healthcare professionals and third-party payors and our profitability and growth will depend on a number of factors,
including:



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If any product candidate that we develop does not provide a treatment regimen that is as beneficial as, or is perceived as being as beneficial as, the current
standard of care or otherwise does not provide patient benefit, that product candidate, if approved for commercial sale by the FDA or other regulatory authorities, likely will not achieve market
acceptance. Our ability to effectively promote and sell any approved products will also depend on pricing and cost-effectiveness, including our ability to produce a product at a
competitive price and our ability to obtain sufficient third-party coverage or reimbursement. If any product candidate is approved but does not achieve an adequate level of acceptance by physicians,
patients and third-party payors, our ability to generate revenues from that product would be substantially reduced. In addition, our efforts to educate the medical community and third-party payors on
the benefits of our product candidates may require significant resources, may be constrained by FDA rules and policies on product promotion, and may never be successful.

Guidelines and recommendations published by various organizations can impact the use of our products.

Government agencies promulgate regulations and guidelines directly applicable to us and to our products. In addition,
professional societies, practice management groups, private health and science foundations and organizations involved in various diseases from time to time may also publish guidelines or
recommendations to the health care and patient communities. Recommendations of government agencies or these other groups or organizations may relate to such
matters as usage, dosage, route of administration and use of concomitant therapies. Recommendations or guidelines suggesting the reduced use of our products or the use of competitive or alternative
products that are followed by patients and health care providers could result in decreased use of our proposed products.

If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product
candidates.

We face an inherent risk of product liability lawsuits related to the testing of our product candidates, and will face
an even greater risk if we sell our product candidates commercially. Currently, we are not aware of any anticipated product liability claims with respect to our product candidates. In the future, an
individual may bring a liability claim against us if one of our product candidates causes, or merely appears to have caused, an injury. If we cannot successfully defend ourselves against the product
liability claim, we may incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:



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We
have clinical trial liability insurance with a $5,000,000 aggregate limit. We intend to expand our insurance coverage to include the sale of commercial products if marketing approval
is obtained for our product candidates. Our current insurance coverage may prove insufficient to cover any liability claims brought against us. In addition, because of the increasing costs of
insurance coverage, we may not be able to maintain insurance coverage at a reasonable cost or obtain insurance coverage that will be adequate to satisfy any liabilities that may arise.

Our failure to successfully discover, acquire, develop and market additional product candidates or approved products would impair our ability to grow.

As part of our growth strategy, we intend to develop and market additional products and product candidates. We are
pursuing various therapeutic opportunities through our pipeline. We may spend several years completing our development of any particular current or future internal product candidate, and failure can
occur at any stage. The product candidates to which we allocate our resources may not end up being successful. In addition, because our internal research
capabilities are limited, we may be dependent upon pharmaceutical and biotechnology companies, academic scientists and other researchers to sell or license products or technology to us. The success of
this strategy depends partly upon our ability to identify, select, discover and acquire promising pharmaceutical product candidates and products. Failure of this strategy would impair our ability to
grow.

The
process of proposing, negotiating and implementing a license or acquisition of a product candidate or approved product is lengthy and complex. Other companies, including some with
substantially greater financial, marketing and sales resources, may compete with us for the license or acquisition of product candidates and approved products. We have limited resources to identify
and execute the acquisition or in-licensing of third-party products, businesses and technologies and integrate them into our current infrastructure. Moreover, we may devote resources to
potential acquisitions or in-licensing opportunities that are never completed, or we may fail to realize the anticipated benefits of such efforts. We may not be able to acquire the rights
to additional product candidates on terms that we find acceptable, or at all.

In
addition, future acquisitions may entail numerous operational and financial risks, including:



Further,
any product candidate that we acquire may require additional development efforts prior to commercial sale, including extensive clinical testing and approval by the FDA and
applicable foreign regulatory authorities. All product candidates are prone to risks of failure typical of pharmaceutical

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product
development, including the possibility that a product candidate will not be shown to be sufficiently safe and effective for approval by regulatory authorities.

Even if our product candidates receive regulatory approval, they may still face future development and regulatory difficulties.

Even if U.S. regulatory approval is obtained, the FDA may still impose significant restrictions on a product's
indicated uses or marketing or impose ongoing requirements for potentially costly post-approval studies. Plecanatide and other product candidates, including SP-333, would also
be subject to ongoing FDA requirements governing the labeling, packaging, storage, advertising, promotion, recordkeeping and submission of safety and other post-market information. In
addition, manufacturers of drug products and their facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with current good
manufacturing practices, or GMP, regulations. If we or a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or
problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product or the manufacturer, including requiring withdrawal of the product from the
market or suspension of manufacturing. If we, our product candidates or the
manufacturing facilities for our product candidates fail to comply with applicable regulatory requirements, a regulatory agency may:



Drugs approved to treat IBS have been subject to considerable post-market scrutiny, with consequences up to and including voluntary withdrawal of approved
products from the market. This may heighten FDA scrutiny of our product candidates before or following market approval.

Products approved for the treatment of IBS have been subject to considerable post-market scrutiny. For
example, in 2007, Novartis voluntarily discontinued marketing Zelnorm (tegaserod), a product approved for the treatment of women with IBS-C, after the FDA found an increased risk of
serious cardiovascular events associated with the use of the drug. Earlier, in 2000, Glaxo Wellcome withdrew Lotronex (alosetron), which was approved for women with severe diarrhea-prominent IBS,
after the manufacturer received numerous reports of AEs, including ischemic colitis, severely obstructed or ruptured bowel, or death. In 2002, the FDA approved the manufacturer's application to make
Lotronex available again, on the condition that the drug only be made available through a restricted marketing program.

Although
plecanatide is being investigated for IBS, plecanatide is from a different pharmacologic class than Zelnorm or Lotronex, and would not be expected to share the same clinical
risk profile as those agents. Nevertheless, because these products are in the same or related therapeutic classes, it is possible that the FDA will have heightened scrutiny of plecanatide or any other
agent under

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development
for IBS. This could delay product approval, increase the cost of our clinical development program, or increase the cost of post-market study commitments for our IBS product
candidates, including plecanatide.

Even if our product candidates receive regulatory approval in the United States, we may never receive approval to commercialize them outside of the United States.

In the future, we may seek to commercialize plecanatide and/or other product candidates, including SP-333,
in foreign countries outside of the United States. In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory requirements of other
jurisdictions regarding safety and efficacy. Approval procedures vary among jurisdictions and can involve product testing and administrative review periods different from, and greater than, those in
the United States. The time required to obtain approval in other jurisdictions might differ from that required to obtain FDA approval. The regulatory approval process in other jurisdictions may
include all of the risks detailed above regarding FDA approval in the United States as well as other risks. Regulatory approval in one jurisdiction does not ensure regulatory approval in another, but
a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory processes in others. Failure to obtain
regulatory approvals in other jurisdictions or any delay or setback in obtaining such approvals could have the same adverse effects detailed above regarding FDA approval in the United States. As
described above, such effects include the risks that plecanatide or other product candidates may not be approved for all indications for use included in proposed labeling or for any indications at
all, which could limit the uses of plecanatide or other product candidates and have an adverse effect on our products' commercial potential or require costly post-marketing studies.

We rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not
be able to seek or obtain regulatory approval for or commercialize our product candidates.

We have agreements with third-party contract research organizations, or CROs, under which we have delegated to the CROs
the responsibility to coordinate and monitor the conduct of our clinical trials and to manage data for our clinical programs. We, our CROs and our clinical sites are required to comply with current
Good Clinical Practices, or GCPs, regulations and guidelines issued by the FDA and by similar governmental authorities in other countries where we are conducting clinical trials. We have an ongoing
obligation to monitor the activities conducted by our CROs and at our clinical sites to confirm compliance with these requirements. In the future, if we, our CROs or our clinical sites fail to comply
with applicable GCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA may require us to perform additional clinical trials before approving our marketing
applications. In addition, our clinical trials must be conducted with product produced under cGMP regulations, and will require a large number of test subjects. Our failure to comply with these
regulations may require us to repeat clinical trials, which would delay the regulatory approval process.

If
CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced, or if the quality or accuracy of the clinical data
they obtain is compromised due to their failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated, and we
may not be able to obtain regulatory approval for or successfully commercialize our product candidates. As a result, our financial results and the commercial prospects for our product candidates would
be harmed, our costs could increase, and our ability to generate revenue could be delayed.

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

Our success depends in part on our continued ability to attract, retain and motivate highly qualified management,
clinical and scientific personnel and on our ability to develop and maintain important relationships with leading academic institutions, clinicians and scientists. We are highly dependent upon our
senior management and scientific staff, particularly Gary S. Jacob, Ph.D., our Chief Executive Officer and Kunwar Shailubhai, Ph.D., the Chief Scientific Officer of Synergy. The loss of services of
Dr. Jacob or one or more of our other members of senior management could delay or prevent the successful completion of our planned clinical trials or the commercialization of our product
candidates.

The
competition for qualified personnel in the biotechnology and pharmaceuticals field is intense. We will need to hire additional personnel as we expand our clinical development and
commercial activities. We may not be able to attract and retain quality personnel on acceptable terms given the competition for such personnel among biotechnology, pharmaceutical and other companies.

We will need to increase the size of our organization, and we may experience difficulties in managing growth.

We are a small company with 7 full-time and 3 part-time employees as of November 14,
2010. To continue our clinical trials and commercialize our product candidates, we will need to expand our employee base for managerial, operational, financial and other resources. Future growth will
impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Over the next 12 months depending on
the progress of our planned clinical trials, we plan to add additional employees to assist us with our clinical programs. Our future financial performance and our ability to commercialize our product
candidates and to compete effectively will depend, in part, on our ability to manage any future growth effectively. To that end, we must be able to:



Reimbursement may not be available for our product candidates, which would impede sales.

Market acceptance and sales of our product candidates may depend on reimbursement policies and health care reform
measures. Decisions about formulary coverage as well as levels at which government authorities and third-party payors, such as private health insurers and health maintenance organizations, reimburse
patients for the price they pay for our products as well as levels at which these payers pay directly for our products, where applicable, could affect whether we are able to commercialize these
products. We cannot be sure that reimbursement will be available for any of these products. Also, we cannot be sure that reimbursement amounts will not reduce the demand for, or the

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price
of, our products. We have not commenced efforts to have our product candidates reimbursed by government or third party payors. If reimbursement is not available or is available only to limited
levels, we may not be able to commercialize our products.

In
recent years, officials have made numerous proposals to change the health care system in the United States. These proposals include measures that would limit or prohibit payments for
certain medical treatments or subject the pricing of drugs to government control. In addition, in many foreign countries, particularly the countries of the European Union, the pricing of prescription
drugs is subject to government control. If our products are or become subject to government regulation that limits or prohibits payment for our products, or that subject the price of our products to
governmental control, we may not be able to generate revenue, attain profitability or commercialize our products.

As
a result of legislative proposals and the trend towards managed health care in the United States, third-party payers are increasingly attempting to contain health care costs by
limiting both coverage and the level of reimbursement of new drugs. They may also refuse to provide any coverage of uses of approved products for medical indications other than those for which the FDA
has granted market approvals. As a result, significant uncertainty exists as to whether and how much third-party payers will reimburse patients for their use of newly-approved drugs, which in turn
will put pressure on the pricing of drugs.

Healthcare reform measures could hinder or prevent our product candidates' commercial success.

The U.S. government and other governments have shown significant interest in pursuing healthcare reform. Any
government-adopted reform measures could adversely impact the pricing of healthcare products and services in the United States or internationally and the amount of reimbursement available from
governmental agencies or other third party payors. The continuing efforts of the U.S. and foreign governments, insurance companies, managed care organizations and other payors of health care services
to contain or reduce health care costs may adversely affect our ability to set prices for our products which we believe are fair, and our ability to generate revenues and achieve and maintain
profitability.

New
laws, regulations and judicial decisions, or new interpretations of existing laws, regulations and decisions, that relate to healthcare availability, methods of delivery or payment
for products and services, or sales, marketing or pricing, may limit our potential revenue, and we may need to revise our research and development programs. The pricing and reimbursement environment
may change in the future and become more challenging due to several reasons, including policies advanced by the current executive administration in the United States, new healthcare legislation or
fiscal challenges faced by government health administration authorities. Specifically, in both the United States and some foreign jurisdictions, there have been a number of legislative and regulatory
proposals to change the health care system in ways that could affect our ability to sell our products profitably.

For
example, in March 2010, President Obama signed the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or the
PPACA. This law will substantially change the way health care is financed by both government health plans and private insurers, and significantly impact the pharmaceutical industry. The PPACA contains
a number of provisions that are expected to impact our business and operations in ways that may negatively affect our potential revenues in the future. For example, the PPACA imposes a
non-deductible excise tax on pharmaceutical manufacturers or importers that sell branded prescription drugs to U.S. government programs which we believe will increase the cost of our
products. In addition, as part of the PPACA's provisions closing a funding gap that currently exists in the Medicare Part D prescription drug program (commonly known as the "donut hole"), we
will be required to provide a 50% discount on branded prescription drugs sold to beneficiaries who fall within the donut hole. Similarly PPACA increases the

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level
of Medicaid rebates payable by manufacturers of brand-name drugs from 15.1% to 23.1% and requires collection of rebates for drugs paid by Medicaid managed care organizations. The
PPACA also included significant changes to the 340B Drug Pricing Program including expansion of the list of eligible covered entities that may purchase drugs under the program. At the same time, the
expansion in eligibility for health insurance benefits created under PPACA is expected to increase the number of patients with insurance coverage who may receive our products. While it is too early to
predict all the specific effects the PPACA or any future healthcare reform legislation will have on our business, they could have a material adverse effect on our business and financial condition.

In
addition, the Medicare Prescription Drug Improvement and Modernization Act of 2003 reformed the way Medicare covers and reimburses for pharmaceutical products. This legislation could
decrease the coverage and price that we may receive for our proposed products. Other third-party payors are increasingly challenging the prices charged for medical products and services. It will be
time consuming and expensive for us to go through the process of seeking reimbursement from Medicare and private payors. Our proposed products may not be considered cost-effective, and
coverage and reimbursement may not be available or sufficient to allow us to sell our proposed products on a profitable basis. Further federal and state proposals and health care reforms are likely
which could limit the prices that can be charged for the product candidates that we develop and may further limit our commercial opportunity. Our results of operations could be materially adversely
affected by the proposed healthcare reforms, by the Medicare prescription drug coverage legislation, by the possible effect of such current or future legislation on amounts that private insurers will
pay and by other health care reforms that may be enacted or adopted in the future.

In
September 2007, the Food and Drug Administration Amendments Act of 2007 was enacted, giving the FDA enhanced post-marketing authority, including the authority to require
post-marketing studies and clinical trials, labeling changes based on new safety information, and compliance with risk evaluations and mitigation strategies approved by the FDA. The FDA's
exercise of this authority could result in delays or increased costs during product development, clinical trials and regulatory review, increased costs to assure compliance with
post-approval regulatory requirements, and potential restrictions on the sale and/or distribution of approved products.

Our ability to use our net operating loss carryforwards may be subject to limitation.

Generally, a change of more than 50% in the ownership of a company's stock, by value, over a three-year
period constitutes an ownership change for U.S. federal income tax purposes. An ownership change may limit a company's ability to use its net operating loss carryforwards attributable to the period
prior to the change. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may become subject
to limitations, which could potentially result in increased future tax liability for us. At December 31, 2009, we had net operating loss carryforwards aggregating approximately
$30 million. We have determined that an ownership change occurred as of April 30, 2003 pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, or the Code. In
addition, the shares of our common stock that we issued since December 31, 2009 have resulted in an additional ownership change. As a result of these events, our ability to utilize our net
operating loss carry forwards is limited.

In preparing our consolidated financial statements, we identified material weaknesses in our internal control over financial reporting, and our failure to remedy the
material weaknesses identified as of December 31, 2009 and our ineffective disclosure controls and procedures could result in material misstatements in our financial statements.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting,
as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as

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amended,
or the Exchange Act. Our management identified five material weaknesses in our internal control over financial reporting as of December 31, 2009. A material weakness is defined as a
deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected on a timely basis.

The
material weaknesses identified by management as of December 31, 2009 consisted of:



As
a result of these material weaknesses, our management concluded as of December 31, 2009 that our internal control over financial reporting was not effective based on criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal ControlAn Integrated Framework (September 1992).

In
addition, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required by
paragraph (b) of Rule 13a-15 or Rule 15d-15, as of September 30, 2010, our management has concluded that our disclosure controls and procedures were
not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
required time periods.

We
have begun to implement and continue to implement remedial measures designed to address these material weaknesses and the ineffectiveness of our disclosure controls and procedures. If
these remedial measures are insufficient to address these material weaknesses and the ineffectiveness of our disclosure controls and procedures, or if additional material weaknesses or significant
deficiencies in our internal control are discovered or occur in the future and the ineffectiveness of our disclosure controls and procedures continues, we may fail to meet our future reporting
obligations on a timely basis, our consolidated financial statements may contain material misstatements, we could be required to restate our prior period financial results, our operating results may
be harmed, we may be subject to class action litigation, and if we gain a listing on the NYSE Amex, our common stock could be delisted from that exchange. Any failure to address the identified
material weaknesses or any additional material weaknesses in our internal control or the ineffectiveness of our disclosure controls and procedures could also adversely affect the results of the
periodic management evaluations regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures that are required to be included in our annual
report on Form 10-K. Internal control deficiencies and ineffective disclosure controls and procedures could also cause investors to lose confidence in our reported financial
information. We can give no assurance that the measures we plan to take in the future will remediate the material weaknesses identified or the ineffectiveness of our disclosure controls and procedures
or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial
reporting or adequate disclosure controls and procedures or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those
controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

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If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures, if we fail to remedy the material weaknesses and
other deficiencies in our internal control and accounting procedures, or, if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our
stock price could decline significantly and raising capital could be more difficult.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures,
if we fail to remedy the material weaknesses and other deficiencies in our internal control and accounting procedures, or, if we discover additional material weaknesses and other deficiencies in our
internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual
management assessments of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing these assessments. We have documented and tested our
internal control procedures, and we have identified material weaknesses in our internal control over financial reporting and other deficiencies. These material weaknesses and deficiencies could cause
investors to lose confidence in our Company and result in a decline in our stock price and consequently affect our financial condition. We have begun to implement and continue to implement remedial
measures designed to address these material weaknesses. In addition, if these remedial measures are insufficient to address these material weaknesses, if additional material weaknesses or
significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that
we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to
revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud,
our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Common Stock could drop significantly. In
addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.

Risks Related to Our Intellectual Property

It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection.

Our commercial success will depend in part on obtaining and maintaining patent protection and trade secret protection
of our product candidates, and the methods used to manufacture them, as well as successfully defending these patents against third-party challenges. We will only be able to protect our product
candidates from unauthorized making, using, selling, offering to sell or importation by third parties to the extent that we have rights under valid and enforceable patents or trade secrets that cover
these activities.

The
patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain
unresolved. No consistent policy regarding the breadth of claims allowed in biotechnology patents has emerged to date in the United States. The biotechnology patent situation outside the United States
is even more uncertain. Changes in either the patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property.
Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our issued patents or in third-party patents.

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The
degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain
or keep our competitive advantage. For example:



We
also may rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to
protect. While we use
reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our information
to competitors. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside
the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unable to protect our
rights to, or use, our technology.

If we choose to go to court to stop someone else from using the inventions claimed in our patents, that individual or
company has the right to ask the court to rule that these patents are invalid and/or should not be enforced against that third party. These lawsuits are expensive and would consume time and other
resources even if we were successful in stopping the infringement of these patents. In addition, there is a risk that the court will decide that these patents are not valid and that we do not have the
right to stop the other party from using the inventions. There is also the risk that, even if the validity of these patents is upheld, the court will refuse to stop the other party on the ground that
such other party's activities do not infringe our rights to these patents.

Furthermore,
a third party may claim that we are using inventions covered by the third party's patent rights and may go to court to stop us from engaging in our normal operations and
activities, including making or selling our product candidates. These lawsuits are costly and could affect our results of operations and divert the attention of managerial and technical personnel.
There is a risk that a court would decide that we are infringing the third party's patents and would order us to stop the activities covered by the patents. In addition, there is a risk that a court
will order us to pay the other party damages for having violated the other party's patents. The biotechnology industry has produced a proliferation of patents, and it is not always clear to industry
participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always
uniform. If we are sued for patent infringement, we would need to demonstrate that our products or methods of use either do not infringe the patent claims of the relevant patent and/or that the patent
claims are invalid, and we may not be

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able
to do this. Proving invalidity, in particular, is difficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents.

Because
some patent applications in the United States may be maintained in secrecy until the patents are issued, patent applications in the United States and many foreign jurisdictions
are typically not published until eighteen months after filing, and publications in the scientific literature often lag behind actual discoveries, we cannot be certain that others have not filed
patent applications for technology
covered by our issued patents or our pending applications or that we were the first to invent the technology. Our competitors may have filed, and may in the future file, patent applications covering
technology similar to ours. Any such patent application may have priority over our patent applications and could further require us to obtain rights to issued patents covering such technologies. If
another party has filed a United States patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the PTO, to determine priority of
invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful, resulting in a loss of our United States patent
position with respect to such inventions.

Some
of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any
uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by
governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

The PTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary,
fee payment and other provisions during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent application, resulting in partial or
complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case.

We have not yet registered trademarks for plecanatide in our potential markets, and failure to secure those registrations could adversely affect our ability to market our
product candidate and our business.

We have not yet registered trademarks for plecanatide in any jurisdiction. Our trademark applications in the United
States, when filed, and any other jurisdictions where we may file may not be allowed for registration, and our registered trademarks may not be maintained or enforced. During trademark registration
proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the PTO and in comparable
agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation
proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. Failure to secure such trademark registrations in the United States and in
foreign jurisdictions could adversely affect our ability to market our product candidates and our business.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately
protect our intellectual property, which could limit our ability to compete.

Because we operate in the highly technical field of research and development of small molecule drugs, we rely in part
on trade secret protection in order to protect our proprietary trade secrets and

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unpatented
know-how. However, trade secrets are difficult to protect, and we cannot be certain that others will not develop the same or similar technologies on their own. We have taken
steps, including entering into confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors, to protect our trade secrets and
unpatented know-how. These agreements generally require that the other party keep confidential and not disclose to third parties all confidential information developed by the party or made
known to the party by us during the course of the party's relationship with us. We also typically obtain agreements from these parties which provide that inventions conceived by the party in the
course of rendering services to us will be our exclusive property. However, these agreements may not be honored and may not effectively assign intellectual property rights to us. Enforcing a claim
that a party illegally obtained and is using our trade secrets or know-how is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the
United States may be less willing to protect trade secrets or know-how. The failure to obtain or maintain trade secret protection could adversely affect our competitive position.

We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

As is common in the biotechnology and pharmaceutical industry, we employ individuals who were previously employed at
other biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although no claims against us are currently pending, we may be subject to claims that these
employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

Except
for the above, there have been no material changes from the risk factors disclosed in our Form 10-K for the year ended December 31, 2009, during the
three months ended September 30, 2010.

6.  EXHIBITS

31.1

Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.31.2

Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*Portions
of this exhibit were omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.


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SIGNATURES

Pursuant to the requirements 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.

CALLISTO PHARMACEUTICALS, INC.(Registrant)Date: November 15, 2010

By:

/s/ GARY S. JACOB Gary S. Jacob Chief Executive OfficerDate: November 15, 2010

By:

/s/ BERNARD F. DENOYER Bernard F. Denoyer Senior Vice President, Finance


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