UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A




Annual
Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of
1934




For
the fiscal year ended September 30, 2009




Commission
File Number: 000-1174228




NURX
PHARMACEUTICALS, INC.


(Exact
name of registrant as specified in its charter)




NEVADA
            87-0681500(State or other jurisdiction of incorporation
            (I.R.S. Employer Identification No.)or organization)18 Technology, Suite 130
              Irvine, CA
            92618(Address of principal executive offices)
            (Zip code)




Registrant’s
telephone number: 949-336-7111




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




Securities
registered under Section 12(g) of the Act:  Common Stock, par value
$0.001 per share




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈  Yes þ  No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈  Yes þ  No




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.


þ  Yes  ̈  No




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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 ̈
            
            Accelerated filer ̈
            
            Non-accelerated filer ̈
              (Do not check if a smaller
              reporting company)
            
            Smaller reporting
              company     
      þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


 ̈ Yesþ No




The
aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by using the closing price of the aggregate market value of
the voting stock held by non-affiliates of the registrant, computed by using the
closing price of registrant’s common stock of $0.49 per share, at March 31,
2009, was approximately $7,700,000.  For this purpose, the 7,743,172 shares
of directors, executive officers and certain other shareholders have been
excluded. This calculation does not reflect the impact of the Registrant’s
amendment of its Bylaws, effective September 22, 2009, to adopt Sections 78.378
to 78.3793 of the Nevada Revised Statutes which impose voting restrictions on
stockholders acquiring more than 20% of the Registrant’s voting
stock.




As of
December 31, 2009, 23,444,234 shares of common stock were
outstanding.




EXPLANATORY
NOTE




The
purpose of this amendment is to provide the information required by Part III of
Form 10-K, which was omitted from the Company’s Form 10-K as originally filed on
December 29, 2009.





PART
III




Item 10.    Directors,
Executive Officers and Corporate Governance




Directors
and Executive Officers




The
following table sets forth the name, age and position held by each of our
executive officers and directors. Directors are elected for a period of one year
and thereafter serve until the next annual meeting at which their successors are
duly elected by the stockholders.




Name
                          
                          Age
                          
                          PositionDr.
      Carl LeBel
                          
                          51
                          
                          Director,
      Chairman of the BoardDr.
      Harin Padma-Nathan
                          
                          53
                          
                          Director,
      President and Chief Executive OfficerDr.
      Rosh Chandraratna
                          
                          61
                          
                          Director,
      Chief Scientific OfficerSteven
      Gershick
                          
                          54
                          
                          Chief
      Financial Officer and SecretaryDr.
      Sharyar Baradaran
                          
                          41
                          
                          DirectorKurt
      Brendlinger
                          
                          48
                          
                          DirectorDr.
      Marvin Rosenthale
                          
                          76
                          
                          Director




Business
Experience and Directorships




The
following summarizes the backgrounds of our current executive officers and
directors.




Carl LeBel, PhDhas served as a director since September 2008 and as Executive Chairman
since February, 2009.Carl LeBel, Ph.D.
is currently Chief Scientific Officer at Otonomy Inc., an emerging
biopharmaceutical company focused on the development and commercialization of
novel treatments for diseases of the inner and middle ear.  Previously
Dr. LeBel was President and CEO at Akesis Pharmaceuticals Inc., and held
numerous R&D management positions during a 14-year tenure at Amgen
Inc.  He has extensive product development and commercialization
experience in a number of disease settings, including metabolism, oncology,
infectious disease, and neurodegenerative disorders.  Dr. LeBel also
held preclinical development positions at Arthur D. Little Inc. and Alkermes
Inc.  Dr. LeBel holds a B.S. in Chemistry from the University of
Detroit, a Ph.D. in Biomedical Sciences/Toxicology from Northeastern University,
and he was a National Institute of Environmental Health Sciences postdoctoral
fellow in Community and Environmental Medicine at the University of California,
Irvine.  In addition to being Executive Chairman of NuRx
Pharmaceuticals Inc., he is also a director at Ash Stevens Inc., a privately
held pharmaceutical contract manufacturer.





Harin
Padma-Nathan, MD has been the president and Chief Executive Officer of
the Company since May 2007 and has served as a director since June 2007. He also
has been Chief Scientific Officer at Insyght Interactive, a medical
communications company, since 2004. Dr. Padma-Nathan has been a Clinical
Professor of Urology at the Keck School of Medicine of the University of
Southern California since 1995, and has also been involved in numerous clinical
research studies from 1994 to 2006, including erectile dysfunction (Principal
Investigator for Viagra as well as other compounds listed in CV), Hypertension,
BPH, Incontinence, Coronary Artery Disease, Female Sexual Dysfunction, and
Prostate Cancer. His publications include two in the New England Journal of
Medicine.





Rosh
Chandraratna, Phd has served as a director since October 2008, and our
Chief Scientific Officer since May 2007.  Dr. Chandraratna is a
world-renowned authority in retinoid/rexinoid research and development. He has
served in various R&D positions at Allergan, Inc., from 1984 to May 2004
including Vice President, Retinoid Research, where he directed a
multidisciplinary group focused on drug discovery research primarily in the
areas of dermatology, oncology and metabolic disease. Dr. Chandraratna is the
sole inventor of tazarotene (Tazorac, Avage), and he led the Tazarotene
Development Team from its inception through successful NDA and global regulatory
filings. In addition to tazarotene, he is an inventor of five other drugs which
are currently in human clinical trial or late preclinical development. Dr.
Chandraratna was subsequently Senior Vice President, R&D, at Vitae
Pharmaceuticals, Inc. from May 2004 until September 2006, where he led research
and development efforts in the cancer, cancer supportive care and dermatology
areas, and brought three compounds into clinical development. Prior to joining
the Company, Dr. Chandraratna was Senior Vice President, R&D, at Acucela
from September 2006 to May 2007, where he led all discovery research,
preclinical development and clinical development activities in ophthalmology
with particular emphasis on blinding retinal degenerative diseases. Dr.
Chandraratna has published over 150 research articles and is an inventor on over
200 issued US Patents.








Steven Gershick,
CPA was appointed as the Chief Financial Officer of the Company by the
Board of Directors in September 2007. Mr. Gershick has served as a consultant to
the Company since June 2007.  Mr. Gershick is also the Chief Financial
Officer of Santa Monica Capital Partners. From July 2007 through September 2009,
he served as financial and securities regulation consultant to Santa Monica
Media Corporation from July 2007 through September 2009. Prior to such
positions, he served as Chief Financial Officer of PrimeGen Biotech, LLC, a stem
cell research company, since 2004, and as a financial and securities regulation
consultant for St. Cloud Capital Partners, LP, an SBIC providing mezzanine
financing to middle market companies, since 2006. From 2002 until 2005, Mr.
Gershick served as a financial and securities regulations consultant and as
Chief Financial Officer of Case Financial, Inc., a publicly traded specialty
finance company.  Prior to such engagements, Mr. Gershick served as
President and Chief Executive Officer of Spatializer Audio Laboratories, Inc.
and its operating subsidiaries from 1992 to 1998 and as Chairman from 1995 to
1998. Mr. Gershick has been a certified public accountant since
1979.





Sharyar
Baradaran, DDS has been a director since June 2007. He alsohas served as Chief
Executive Officer and chairman of BaradaranVentures, a privately held investment
fund located in Los Angeles, California since January 2001. Since November 2003,
Dr. Baradaran has served on the board of directors of InnerWorkings Inc.,
(NASDAQ - INWK), a leading provider of print and related procurement services to
corporate clients utilizing a propriety technology and database creating a
competitive bid process to procure, purchase and deliver printed products as
part of a comprehensive outsourced enterprise solution and in individual
transactions. From June 2002 until December 2004, and subsequently from August,
2006 to the present, Dr. Baradaran served on the advisory board of ISENSIX
Inc., a propriety wireless and web-based system providing safety/quality
management solutions for vital systems in hospital, blood bank, and clinical
laboratories. From April 2006 through September 2009, Dr. Baradaran has been a
director of Santa Monica Media Corporation (AMEX.MEJ), a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset or
stock acquisition or other similar business combination with an operating
business in the communications, media, gaming and/or entertainment industries.
Dr. Baradaran serves on the Nominating, Compensation and Audit committees of the
Board of Directors of the Company.





Kurt
Brendlinger has been a director of the Company since April 2007. He also
has been a partner of Santa Monica Capital Partners, LLC, a consulting firm
where he is responsible for corporate and business development and
strategy, capital raising, and seeking investment opportunities since
June 2005. Mr. Brendlinger is also a Managing Director of Aaron Fleck &
Associates, LLC, a registered investment advisor where he is responsible for
deal sourcing, capital raising, venture capital and private equity investments
and asset management, since July 2004. From January 2002 to June 2004,
Mr. Brendlinger was Chief Executive Officer and President of Rainmakers,
Inc., an internet marketing services company for the entertainment industry and
served as its Chief Executive Officer through June 2009. Since June 2005, Mr.
Brendlinger has been the Chief Financial Officer and a director of Santa Monica
Media Corporation (AMEX.MEJ), a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset or stock acquisition or other
similar business combination with an operating business in the communications,
media, gaming and/or entertainment industries. Since October 2006,
Mr. Brendlinger has been the Secretary and a director of ProElite, Inc.
(PETE.PK), a company that conducts a mixed martial arts business both live and
on line.  Mr. Brendlinger serves on the Nominating, Compensation and
Audit Committees of the Company.








Marvin
Rosenthale, PhDhas served as a director since September 2008.Dr.
Rosenthalehas
served as President and CEO of Allergan Ligand Retinoid Therapetics, Inc.,
having joined as Vice President in 1993. Previously, over a period of 16 years,
Dr. Rosenthale served in a variety of executive positions at Johnson &
Johnson, including Vice President, Drug Discovery Worldwide, at R.W. Johnson
Pharmaceutical Research Institute, and director of the divisions of pharmacology
and biological research and executive director of drug discovery research at
Ortho Pharmaceutical. From 1960 to 1977, Dr. Rosenthale served in various
positions with Wyeth Laboratories. Dr. Rosenthale currently serves on the boards
of directors of several public and privately-held companies, and is a consultant
to the pharmaceutical industry. Dr. Rosenthale received a Ph.D. in pharmacology
from Hahnemann Medical College, a M.Sc. in pharmacology from Philadelphia
College of Pharmacy & Science and a B.Sc. in pharmacy from the Philadelphia
College of Pharmacy & Science.  Dr. Rosenthale serves on the
Nominating Committee of the Board of Directors of the Company.




Family
Relationships





There are
no family relationships among our directors or executive officers.




Involvement
in Certain Legal Proceedings




None of
the executive officers or directors of the Company have been involved in any
material legal proceedings which occurred within the last five years of the
types required to be disclosed under Regulation S-K.




Attendance
at Annual Meetings




Our
policy is to encourage, but not require, members of the Board to attend annual
stockholder meetings.  Each of our directors attended our Annual
Meeting of Stockholders for the fiscal year ended September 30, 2008
which was held on February 18, 2009.





CORPORATE
GOVERNANCE




Code
of Ethics




We have
established a code of ethics and insider trading policy that applies to our
directors, officers and employees. We also will provide without charge a copy of
the code of ethics to any person who so requests by a letter addressed to the
Corporate Secretary, NuRx Pharmaceuticals, Inc., 18 Technology, Suite 130,
Irvine, California 92618.








Board
of Directors Structure and Committees





During
the fiscal year 2009, the Board consisted of between seven and nine directors.
The Board met 21 times during the fiscal year 2009.  Each
director attended at least 75% of the board meetings and meetings of the
committee(s) in which he served, if applicable.  The Board has the
following standing committees: Nominating Committee, Compensation Committee and
Audit Committee.





Nominating
Committee





The
Nominating Committee recommends to the full Board of Directors the nominees for
election as director of the Company.  The Nominating Committee
operates under a written charter adopted by the Board in May
2008.  The Nominating Committee met once in December 2008 to recommend
nominees for election at the Annual Meeting held February 18,
2009.  The Nominating Committee will consider qualified director
nominees recommended by stockholders for election in 2009 and
beyond.  Messrs. Baradaran, Brendlinger, Rosenthale and LeBel are
the current members of the Nominating Committee. There was one meeting of the
committee during fiscal 2009.





Compensation
Committee





The
Compensation Committee was formed in May 15, 2008 and currently consists of
Messrs. Baradaran and Brendlinger.  Only Mr. Baradaran is
independent.  There was one meeting of the committee during
fiscal 2009.  The Compensation Committee reviews and recommends to the
Board the compensation guidelines and stock option grants for executive officers
and other key employees of the Company.  The Compensation Committee
operates under a written charter adopted by the Board in May
2008.  The principal functions of this committee are to:





·
            Discharge
      the Board’s responsibilities relating to determining and approving the
      goals, objectives and the compensation structure for the executive
      officers,·
            Review
      the performance of the executive officers, and·
            Review
      the Company’s management resources, succession planning and development
      activities.





Audit
Committee





The Audit
Committee currently consists of Messrs. Baradaran and Brendlinger. The
Company does not currently have an audit committee financial expert. 
Previously, Evan Levine served as the Company's audit financial expert. On
January 25, 2010, Mr. Levine resigned as a director of the Company for personal
reasons. The Company is currently searching for  a replacement to serve as
audit committee financial expert. Only Mr. Baradaran is an independent
director. The purpose of the audit committee is to oversee the accounting and
financial reporting processes of the Company and audits of its financial
statements. There was one meeting of the committee during fiscal
2009.





Scientific
Advisory Board





Our
Scientific Advisory Board was disbanded during fiscal year 2009 as the Company
decided to pursue business opportunities unrelated to our retinoid/rexinoid drug
development activities.  Dr. Gill resigned as Chairman of the
Scientific Advisory Board simultaneous with the resignation of his board
position in June 2009.





Security
Holder Communications




Stockholders
who would like to send communications to the Board may do so by submitting such
communications to Board of Directors, c/o Corporate Secretary, NuRx
Pharmaceuticals, Inc., 18 Technology, Irvine,
California  92618.  The Board’s current policy is to
disseminate communications received in this manner to all members of the Board
of Directors.  The Board suggests, but does not require, that such
submissions include the name and contact information of the security holder
making the submission.




SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section 16(a)
of the Securities Exchange Act of 1934 requires our directors and executive
officers, and persons who own more than 10% of the outstanding shares of our
common stock (collectively, “Reporting Persons”), to file reports of ownership
and changes in ownership with the SEC. Reporting Persons are required by SEC
regulations to furnish us with copies of all Section 16(a) forms that they
file.







Based
solely on our review of the copies of such forms received or written
representations from the Reporting Persons, we believe that, with respect to the
fiscal year ended September 30, 2009, all Reporting Persons complied with all
applicable Section 16 filing requirements on a timely basis, except for the
following exceptions:








·
                a
      Form 3 was not timely filed by Carl LeBel related to an option
      grant;·
                a
      Form 3 was not timely filed by Marvin Rosenthale related to an option
      grant;


·
              a
      Form 4 was not timely filed by Evan Levine related to an option grant and
      a Form 4 was not timely filed related to 11,500 shares gifted to third
      persons;


·
              a
      Form 4 was not timely filed by Sharyar Baradaran related to an acquisition
      of warrants; and


·
              a
      Form 4 was not timely filed by Harin Padma-Nathan related to an
      acquisition of warrants.





To the
Company’s knowledge, there were no other late reports of any transactions by
these Reporting Persons.





Item 11.
            Executive
      Compensation





EXECUTIVE
COMPENSATION




Compensation
of Executive Officers




The
Compensation Committee is responsible for overseeing the administration of the
Company’s executive compensation programs, establishing and interpreting the
Company’s compensation policies and approving all compensation paid to executive
officers, including the named executive officers listed in the Summary
Compensation Table.





The
following table summarizes compensation paid or, or earned by the
Company’s named executive officers for the fiscal year ended September
30, 2009.   The listed individuals are referred to as the “Named
Executive Officers.”





SUMMARY
COMPENSATION TABLE




Name and
                  Principal Position
                
                Year
                
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Option
                  Awards
                  ($)(1)
                
                
                Non-Equity
      Incentive Plan Compensation
                  ($)
                
                
                Non-qualified
      Deferred Compensation Earnings
                  ($)
                
                
                All
                  Other
      Compensation
                  ($)
                
                
                Total
                  ($)Dr.
      Harin Padma-Nathan
                
                
                2009
                
                
                
                213,231
                
                
                
                —
                
                
                
                219,105
                (3)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                432,336Chief
      Executive Officer (2)
                
                
                2008
                
                
                
                203,077
                
                
                
                —
                
                
                
                150,000
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                353,077Steven
      Gershick
                
                
                2009
                
                
                
                191,423
                
                
                
                —
                
                
                
                31,129
                (4)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                222,552Chief
      Financial Officer(3)
                
                
                2008
                
                
                
                120,831
                
                
                
                —
                
                
                
                22,815
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                143,646Dr.
      Rosh Chandraratna
                
                
                2009
                
                
                
                266,387
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                266,387Chief
      Scientific Officer(4)
                
                
                2008
                
                
                
                253,751
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                253,751





(1)This
value represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2008 and 2009 fiscal years for the fair value of
stock options granted to the Named Executive Officers in fiscal years 2008 and
2009, in accordance with FASB ASC-718 “Compensation-Stock Compensation”.
Pursuant to SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. For additional
information on the valuation assumptions with respect to the 2008 and 2009
grants, refer to Notes 8 and 9 of our financial statements in our Annual Report
on Form 10-K filed on December 29, 2009. These amounts reflect our accounting
expense for these awards, and do not correspond to the actual value that will be
recognized from these awards by the named director.








(2) Dr. Padma-Nathan was appointed as Chief
Executive Officer on May 31, 2007. See “Information with
respect to each Director, Nominee and Executive Officers”, and “Corporate
Governance” of this Form
10-K/A.


(3)
Includes $69,105 incremental compensation cost related to the re-pricing on
March 6, 2009 of outstanding options to purchase 868,500 shares then
outstanding.


(4)
Includes $8,185 in incremental compensation cost related to the re-pricing on
March 6, 2009 of outstanding options to purchase 75,000 shares then
outstanding.





Perquisites
and Other Benefits





Perquisites
for executive officers are limited in scope and value and are generally
consistent with those provided to other employees.  We maintain a
health insurance plan for the benefit of all eligible employees, including our
executive officers.  The Company pays for spouse or family coverage
for executives.  These benefits are offered on the same basis to all
employees.  We also maintain a qualified 401(k) retirement savings
plan that is available to all eligible employees.  No supplementary
non-qualified plan is available to executives.  The above benefits are
available to our executive officers on the same basis as all other eligible
employees.





Employment
Agreements, Severance Agreements and Change of Control Arrangements




The
Company has entered into employment agreements with its executive officers and
key employees.




Dr. Harin Padma-Nathan has
served as our Chief Executive Officer and President since May 31, 2007. We
entered a five-year employment agreement with Dr. Padma-Nathan pursuant to which
we agreed to pay Dr. Padma-Nathan an annual salary of $200,000 during the first
year of his employment. Thereafter, the salary increases by a minimum of 5% on
May 31 of each year during the term of his employment. Dr. Padma-Nathan’s
agreement also provides him an option to purchase up to 868,500 shares of our
common stock at an exercise price of $0.45 (after the re-pricing on March 6,
2009) on the terms and conditions of our 2007 Plan. The agreement provides
discretion for our Board to grant a bonus to Dr. Padma-Nathan based upon our and
Dr. Padma-Nathan’s performance.  On April 15, 2009, the Company
entered into an amendment to the Employment Agreement with Dr. Padma-Nathan to
change the term of the agreement from five years to “at-will”, allowing either
party to terminate the agreement immediately upon written notice to the other
party, with or without “Cause” or “Good Reason”. The agreement was also amended
to eliminate the automatic renewal of the agreement each year for additional
one-year periods.




Dr. Rosh Chandraratnaserves
as our Chief Scientific Officer. We entered into a five-year employment
agreement with Dr. Chandraratna on May 25, 2007, which presently expires on June
4, 2012, pursuant to which he receives $250,000 per year, subject to annual
minimum increases of 5%. The agreement provides discretion for our Board to
grant a bonus to Dr. Chandraratna based upon our and his performance. This
agreement can be terminated by either of us for cause or by Dr. Chandraratna for
good reason, as such terms are defined in the agreement. On April 15, 2009, the
Company entered into an amendment to the Employment Agreement with Dr.
Chandraratna to change the term of the agreement from five years to “at-will”,
allowing either party to terminate the agreement immediately upon written notice
to the other party, with or without “Cause” or “Good Reason”. The agreement was
also amended to eliminate the automatic renewal of the agreement each year for
additional one-year periods.  On October 3, 2009, the employment
agreement with Dr. Chandraratna was terminated.  Dr. Chandraratna
continues to serve as Chief Scientific Officer pursuant to an hourly consulting
agreement.





Steven Gershick has served as
our Chief Financial Officer since September 20, 2007. We entered into a
five-year employment agreement with Mr. Gershick pursuant to which the Company
agreed to pay Mr. Gershick an annual salary of $120,000 on a part-time and
non-exclusive basis during the first year of his employment. Thereafter, the
salary increases by a minimum of 5% each year during the term of his employment.
The agreement provides discretion for the Company’s Board to grant a bonus to
Mr. Gershick based upon the performance of the Company and Mr. Gershick. This
agreement can be terminated by either the Company for cause or by Mr. Gershick
for good reason, as such terms are defined in the
agreement.  Effective April 1, 2009, at request of the Company, Mr.
Gershick converted to a full-time employee at the annual compensation rate of
$252,000.








Stock
Option Grants




The
following table sets forth information as of September 30, 2009 concerning
unexercised options, unvested stock and equity incentive plan awards for the
Named Executive Officers in the Summary Compensation Table.





OUTSTANDING
EQUITY AWARDS AT YEAR ENDED SEPTEMBER 30, 2009




Option
      AwardsName
                      
                      Number
      of
                        Securities
                        Underlying
                        Unexercised
                        Options
                        (#)
                        Exercisable
                      
                      Number
      of
                        Securities
                        Underlying
                        Unexercised
                        Options
                        (#)
                        Unexercisable
                      
                      Equity
                        Incentive
                        Plan
                        Awards:
                        Number
      of
                        Securities
                        Underlying
                        Unexercised
                        Unearned
                        Options
                        (#)
                      
                      Option
                        Exercise
                        Price
                        ($)(4)
                      
                      Option
                        Expiration
                        DateDr. Harin
      Padma-Nathan, Chief Executive Officer (1)
                      
                      390,825
                      
                      
                      477,675
                      
                      —
                      
                      
                      0.45
                      
                      5/31/2012Steven Gershick,
      Chief Financial Officer (2)
                      
                      47,222
                      
                      
                      27,778
                      
                      —
                      
                      
                      0.45
                      
                      5/15/2013Steven Gershick,
      Chief Financial Officer (3)
                      
                      48,611
                      
                      
                      201,389
                      
                      —
                      
                      
                      0.45
                      
                      3/6/2014





(1) On May
31, 2007, in connection with the employment agreement as Chief Executive
Officer, Dr. Padma-Nathan was issued options to purchase 868,500 shares of
common stock of the Company for an exercise price (giving effect to the
re-pricing on March 6, 2009) of $0.45 per share. The option shares vest in equal
installments every 90 days from the date of the agreement over the course of his
5 year employment agreement. Dr. Padma-Nathan’s options are to be treated for
tax purposes as incentive stock options to the extent they meet such
criteria.





(2) On May
15, 2008, in connection with the employment agreement as Chief Financial
Officer, Mr. Gershick was issued options to purchase 75,000 shares of common
stock of the Company for an exercise price (giving effect to the re-pricing on
March 6, 2009) of $0.45 per share. The option shares vested 1/3 upon grant, with
the balance to vest ratably over 36 months. Mr. Gershick’s options are to be
treated for tax purposes as incentive stock options to the extent they meet such
criteria.





(3)On
March 6, 2009, in connection with the employment agreement as Chief Financial
Officer, Mr. Gershick was issued options to purchase 250,000 shares of common
stock of the Company for an exercise price of $0.45 per share. The option shares
vest ratably over 36 months. Mr. Gershick’s options are to be treated for tax
purposes as incentive stock options to the extent they meet such
criteria.





(4) On
March 6, 2009, the Board of Directors re-priced all options outstanding on that
date to their fair value of $0.45 per share from the reverse-split adjusted
price of $4.00 per share.





Stock
Option Plan





In
September 2007, we adopted the 2007 Plan, pursuant to which we are authorized to
grant awards of up to 3,750,000 shares of common stock to our employees,
officers, directors, consultants and advisors, subject to adjustment provisions
of the 2007 Plan that are applicable in the event of a stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification,
security issuance or similar transaction.







The 2007
Plan is administered by the Compensation Committee of the Board. The
Compensation Committee may also delegate nondiscretionary administrative duties
to such employees of the Company as it deems appropriate and
proper.





The
Compensation Committee recommends to the Board names of the persons to whom
awards shall be made, the number of shares to be covered by each award, and the
terms thereof.  In doing so, the Compensation Committee takes into
account the duties of the respective persons, their present and potential
contributions to the success of the Company and such other factors as the
committee shall deem relevant in connection with accomplishing the purposes of
the 2007 Plan. Under the 2007 Plan, the Board can make awards of options, stock
appreciation rights (“SARs”), performance shares, and restricted stock. Each
type of award may be made alone, in addition to, or in relation to any other
type of award. Unless otherwise determined by our Board, awards granted under
the 2007 Plan are not transferable other than by will or by the laws of descent
and distribution.  No award shall have a term exceeding ten years,
measured from the date of the grant.





In the
event that the Company or the division, subsidiary or other affiliated entity
for which a 2007 Plan participant performs services is sold, merged,
consolidated, reorganized or liquidated, all unvested options immediately vest.
Furthermore, the Board may take any one or more of the following actions as to
outstanding awards: (i) provide that such awards shall be assumed, or
substantially equivalent awards shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof) on such terms as the Board
determines to be appropriate, (ii) upon written notice to 2007 Plan
participants, provide that all unexercised options or SARs shall terminate
immediately prior to the consummation of such transaction unless exercised by
the 2007 Plan participant within a specified period following the date of such
notice, (iii) in the event of a sale or similar transaction under the terms of
which holders of the common stock of the Company receive a payment for each
share surrendered in the transaction, make or provide for a payment to each
option and/or SAR holder equal to the amount such holder would receive if they
had exercised the option or SAR immediately prior to such sale, or (iv) make
such other adjustments, if any, as the Board determines to be necessary or
advisable to provide each 2007 Plan participant with a benefit substantially
similar to that to which the 2007 Plan participant would have been entitled had
such event not occurred.




The Board
may amend, suspend or terminate the 2007 Plan or any portion thereof at any
time; provided, however, that no amendment shall be made without stockholder
approval if such approval is necessary to comply with any applicable tax or
regulatory requirement. The Board may amend, modify or terminate any outstanding
award, including substituting therefore another award of the same or a different
type, and changing the date of exercise or realization, provided that the 2007
Plan participant’s consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the 2007 Plan participant.




On March
6, 2009, in order to provide continued economic incentive to option holders,
most of whose options were issued at prices that were “out of the money”, the
Board of Directors authorized a re-pricing of all 1,406,000 shares under stock
option grants previously issued through that date to an exercise price of $0.45
per share from the post reverse-split adjusted $4.00 exercise price at date of
grant. The incremental compensation cost computed using the Black-Scholes option
pricing model was $242,000. The amount of the incremental compensation cost
attributable to options vested as of the date of re-pricing was $100,000 which
was charged to expense at that date. The amount of incremental compensation cost
attributable to option grants vesting after the date of re-pricing was $142,000,
of which $36,000 was charged to expense during the year ended September 30,
2009, and the remaining $106,000 will be recognized over the remaining vesting
period of the underlying grants. There were no other changes to the terms of any
stock option grants.


As of
September 30, 2009, there were outstanding options under the 2007 Plan to
purchase approximately 1,838,060 shares of our common stock at a weighted-
average exercise price of approximately $0.45 per share, and 12,500 shares of
restricted stock.




Compensation
of Directors




During
the fiscal year ended September 30, 2008, the Board of Directors adopted a plan
to compensate independent directors $20,000 annually, and $10,000 annually for
participation on each of the Compensation, Nominating and Audit
Committees.  Effective October 1, 2009, the compensation plan for
independent directors was withdrawn.





In
addition, the following options were awarded to independent directors during
2009:





On
October 28, 2008, the Company awarded options to purchase 50,000 shares of
common stock to each of Messrs. LeBel and Rosenthale at an exercise price
(giving effect to the re-pricing on March 6, 2009) of $0.45 per share. The
options vest 100% upon grant, and have a five year term. The fair value of each
option award estimated on the date of grant using the Black-Scholes option
pricing model was $41,000.








On June
8, 2009, the Company awarded options to purchase 50,000 shares of common stock
to Evan Levine at an exercise price of $0.45 per share. The options vest fully
on the date of grant and have a five year term. The fair value of the option
awards estimated on the date of grant using the Black-Scholes option pricing
model was $12,000. On January 25, 2010, Mr. Levine resigned as a
director.





The
following table sets forth information concerning the compensation paid to each
of our directors during 2009 for their services rendered as
directors.





DIRECTOR
COMPENSATION FOR FISCAL YEAR ENDED SEPTEMBER 30, 2009




Name
                    
                    Fees
                      Earned
                      or Paid
                      in
                      Cash
                      ($)
                    
                    Stock
                      Awards
                      ($)
                    
                    Option
                      Awards
                      ($)(1)(6)
                    
                    Non-
                      Equity
                      Incentive
                      Plan
                      Compensation
                      ($)
                    
                    Nonqualified
                      Deferred
                      Compensation
                      Earnings
                      ($)
                    
                    All Other
                      Compensation
                      ($)
                    
                    Total
                      ($)Dr. Harin
      Padma-Nathan  (2)
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Kurt
      Brendlinger
                    
                    25,333
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    (3)
                    
                    25,333Dr.
      Sharyar Baradaran
                    
                    29,000
                    
                    
                    —
                    
                    
                    9,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    38,000Dr.
      Marvin Rosenthale
                    
                    22,000
                    
                    
                    —
                    
                    
                    45,833
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    67,833Dr.
      Carl LeBel
                    
                    56,187
                    (4)
                    
                    —
                    
                    
                    45,833
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    102,020Dr. Rosh Chandraratna
      (2)
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Evan
      Levine (7)
                    
                    69,759
                    (5)
                    
                    —
                    
                    
                    4,000
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    73,759




(1) Column
represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2009 fiscal year for the fair value of stock
options granted to the named director in fiscal year 2009, in accordance with
SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting conditions. For
additional information on the valuation assumptions with respect to the 2009
grants, refer to Note 8 and Note 9 of our financial statements in our
Annual Report. These amounts reflect our accounting expense for these awards,
and do not correspond to the actual value that will be recognized from these
awards by the named director.







(2) 
The compensation received from the Company was disclosed in full under the
Summary Compensation Table. He receives no additional compensation for his
services as a director.




(3) Mr.
Brendlinger is an affiliate of Santa Monica Capital Partners, LLC. Santa Monica
Capital Partners II provided consulting services to the Company through October
31, 2008. This agreement contemplates Mr. Brendlinger’s service as director. See
“Certain Relationships,
Related Transactions, and Director Independence” of this From
10-K/A.





(4)Includes $34,187 in hourly consulting fees as Executive
Chairman.




(5)Includes $5,259 in reimbursed expenses and $34,000 in consulting fees
paid for assistance in connection with the QN Diagnostics, LLC joint venture
with QuantRx Biomedical Corporation, unrelated to services as a
director.




(6)The
aggregate number of options held by each director at September 30, 2009 is as
follows:





Name
                  
                  Options
                    held at
                    September
                    30, 2009Dr.
      Harin Padma-Nathan
                  
                  
                  868,500Kurt
      Brendlinger
                  
                  
                  —Dr.
      Sharyar Baradaran
                  
                  
                  50,000Dr.
      Marvin Rosenthale
                  
                  
                  50,000Dr.
      Carl LeBel
                  
                  
                  50,000Dr.
      Rosh Chandraratna
                  
                  
                  —Evan
      Levine
                  
                  
                  50,000




(7)




Indemnification
of Directors and Officers




Under
Nevada law, we can indemnify our directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
Our articles of incorporation provide that, pursuant to Nevada law, our
directors shall not be liable for monetary damages for breach of the directors’
fiduciary duty of care to us and our stockholders. This provision in the
articles of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under law. In addition, each
director will continue to be subject to liability for breach of the director’s
duty of loyalty to us or our stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of the law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under law. The provision also does not affect a director’s responsibilities
under any other law, the federal securities laws or state or federal
environmental laws.




Our
Bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted by Nevada law. Our Bylaws further provide that our
Board has discretion to indemnify our other employees. We are also required to
advance, prior to the final disposition of any proceeding, promptly on request
all expenses incurred by any director or executive officer in connection with
that proceeding, provided however that if so required by Nevada law, the advance
of such expenses shall be made only upon delivery to the Company of an
undertaking by or on behalf of that director or executive officer to repay any
advanced amounts if it should be determined ultimately that he or she is not
entitled to be indemnified under our Bylaws or otherwise.







In the agreement that we entered into
with Dr. Padma-Nathan, our President and Chief Executive Officer, we agreed to
indemnify him for all claims arising out of performance of his duties, other
than those arising out of his breach of the agreement or his gross negligence or
willful misconduct.  On September 18, 2008, the Board
adopted a form of indemnification agreement to be entered into with each of our
directors and executive officers.  Such form agreement provides, among
other things, that we will indemnify our directors and executive officers for
certain expenses, including attorneys’ fees, judgments, fines and settlement
amounts, incurred by any such person in any action or proceeding by reason of
their position as a director, officer, employee, agent or fiduciary of our
Company, any subsidiary of our Company or any other company or enterprise to
which such executive officer or director serves at the Company’s
request.  We also purchase director and officer liability insurance
(“D&O insurance”) for the benefit of our directors and executive
officers.  We believe that indemnification agreements and D&O
insurance are necessary to attract and retain qualified persons as directors and
executive officers.




Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us for expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.





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





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT




Except as
otherwise noted, the following table sets forth certain information with respect
to the beneficial ownership of our common stock as of December 31, 2009, for:
(i) each person who is known by us to beneficially own more than five percent of
our common stock, (ii) each director and each nominee for election as a
director, (iii) our Named Executive Officers, as defined in Regulation S-K Item
402(a), and (iv) all directors and executive officers as a group.




Beneficial
ownership is determined according to the rules of the SEC and generally means
that a person has beneficial ownership of a security if he or she possesses sole
or shared voting or investment power of that security, and includes options and
warrants that are currently exercisable within 60 days. Information with respect
to beneficial ownership has been furnished to us by each director, executive
officer and 5% or more stockholder, as the case may be. Unless otherwise
indicated by footnote, to our knowledge, each stockholder possesses sole voting
and investment power over the shares listed, except for shares owned jointly
with that person’s spouse.  There were 23,444,234 shares of common
stock issued and outstanding as of December 31, 2009.




Name
      and Address
                  of
      Beneficial Owner(1)
                
                Shares
                  Beneficially
                  Owned
                
                
                Percentage
                  of
                  TotalDr.
      Harin Padma-Nathan (2)
                  Director,
      CEO and President
                
                
                2,380,730
                
                
                
                9.6
                %Kurt
      Brendlinger (3)
                  Director
                
                
                2,582,875
                
                
                
                11.0
                %Dr.
      Sharyar Baradaran (4)
                  Director
                
                
                3,451,250
                
                
                
                13.5
                %Dr.
      Marvin Rosenthale (5)
                  Director
                
                
                50,000
                
                
                
                *Dr.
      Carl LeBel (6)
                  Director
                
                
                50,000
                
                
                
                *Dr.
      Rosh Chandraratna (7)
                  Chief
      Scientific Officer
                
                
                1,250,000
                
                
                
                5.3
                %Evan
      Levine(8)
                  Director
                
                
                1,343,173
                
                
                
                5.7
                %Steven
      Gershick (9)
                  Chief
      Financial Officer and Secretary
                
                
                139,999
                
                
                
                *Executive
      Officers and Directors as a Group (Eight persons)
                
                
                11,248,027
                
                
                
                41.0
                %Santa
      Monica Capital Partners II, LLC (10)
                  11845
      W. Olympic Boulevard, # 1125W
                  Los
      Angeles, CA 90064
                
                
                2,437,500
                
                
                
                10.4
                %Dyva Holding Ltd(11)
                  c/o
      DYVA Management Ltd.
                  Bahnhofstrasse
      10
                  P.O.
      Box 324, CH-6301, Zug, Switzerland
                
                
                10,832,876
                
                
                
                46.2
                %Vitae
      Pharmaceuticals, Inc.(12)
                  502
      West Office Center Drive
                  Fort
      Washington, PA 19034
                
                
                1,806,732
                
                
                
                7.7
                %





* Less
than 1%.








(1)
Except where otherwise indicated, the address of the beneficial owner is deemed
to be the same address as our address.




(2) These
shares include 125,000 shares held in an IRA trust account and Dr.
Padma-Nathan’s options to purchase 462,028 shares that vested through December
31, 2009 and 71,203 shares vesting in 60 days following December 31,
2009.  The vested options consist of 434,250 from the option to
purchase 868,500 shares granted to Dr. Padma-Nathan on May 31, 2007, and 27,778
from the option to purchase 500,000 shares granted on October 29,
2009.  Both options were granted pursuant to his employment agreement
with the Company.  The May 31, 2007 option grant vests in installments
of 43,425 shares every 90 days from date of grant and the October 29, 2009
option grant vests in installments of 13,889 shares monthly.  The fair
value of the option award granted on October 29, 2009 was estimated at $101,000
on the date of grant using the Black-Scholes option pricing model.  In
addition, these shares include fully exercisable warrants to purchase 922,500
shares expiring May 2013.





(3) These
shares are owned 145,375 by E’s Holdings, Inc. a California corporation owned
100% by Mr. Brendlinger and 2,437,500 shares owned by Santa Monica Capital
Partners II, LLC. Mr. Brendlinger owns a one-third membership interest through
E’s Holdings, Inc. Mr. Brendlinger disclaims beneficial ownership of the shares
owned by Santa Monica Capital Partners II, LLC in excess of his percentage
ownership of Santa Monica Capital Partners II, LLC.





(4) These
shares include 1,248,750 shares that are owned by the Baradaran Revocable Trust.
Dr. Baradaran is deemed to beneficially own these shares because he has
investment and voting power over the shares. These shares also include the
50,000 shares underlying the option granted to Dr. Baradaran on July 20, 2007.
This option is 100% vested and has a
five year term which shall be extended to six months following termination if
Mr. Baradaran continues to be providing services on the fifth anniversary of the
grant, but not beyond ten years from the date of grant.  The fair
value of the option award was estimated at $43,200 on the date of grant using
the Black-Scholes option pricing model.  The shares also include fully
exercisable warrants to purchase 2,152,500 shares expiring May
2013.




(5) These
shares include 50,000 shares underlying the option granted to Mr. Rosenthale on
October 28, 2008.  This option is 100% vested and has a
five year term which shall be extended to six months following termination if
Mr. Rosenthale continues to be providing services on the fifth anniversary of
the grant, but not beyond ten years from the date of grant.  The
fair value of the option award was estimated at $41,000 on the date of grant
using the Black-Scholes option pricing model.





(6) These
shares include 50,000 shares underlying the option granted to Mr. LeBel on
October 28, 2008.  This option is 100% vested and has a
five year term which shall be extended to six months following termination if
Mr. LeBel continues to be providing services on the fifth anniversary of the
grant, but not beyond ten years from the date of grant.  The
fair value of the option award was estimated at $41,000 on the date of grant
using the Black-Scholes option pricing model.





(7) These
shares are owned directly by Mr. Chandraratna.








(8) These
shares include 1,130,615 shares held by Mark Capital, LLC, a private investment
company wholly owned by Mr. Levine and 162,558 shares held by Mr. Levine as
custodian for the benefit of his minor children.  These shares also
include the 50,000 shares underlying the option granted to Mr. Levine on June 8,
2009.  This option is 100% vested and has a
five year term which shall be extended to six months following termination if
Mr. Levine continues to be providing services on the fifth anniversary of the
grant, but not beyond ten years from the date of grant.  The
fair value of the option award was estimated at $12,000 on the date of grant
using the Black-Scholes option pricing model. On January 25, 2010, Mr. Levine
resigned as a director.





(9) These
shares include 120,833 vested at December 31, 2009 and 16,666 shares vesting in
60 days following December 31, 2009.The vested shares include 51,389 vested
shares underlying the 75,000 share option granted to Mr. Gershick on May 15,
2008 and 69,444 vested shares underlying the 250,000 share option granted to Mr.
Gershick on March 6, 2009.  The May 15, 2008 option vested 1/3 upon
the date of grant with the balance vesting ratably over 36 months.  Mr.
Gershick’s
options have a five year term which shall be extended to six months
following termination if Mr. Gershick continues to be providing services on the
fifth anniversary of the grant, but not beyond ten years from the date of
grant.  The March 6, 2009 option vests ratably 1/36 each month and using
the Black-Scholes option pricing model on the date of grant, the fair value of
the May 15, 2008 option award was estimated at $56,000 and the fair value of the
March 6, 2009 option award was estimated at $54,000.




(10)
These shares are owned by Santa Monica Capital Partners II, LLC.  Mr.
Bredlinger owns a one-third membership interest through E’s Holdings, Inc., a
California corporation.  Mr. Brendlinger disclaims beneficial ownership of
the shares owned by Santa Monica Capital Partners II, LLC in excess of his
percentage ownership of Santa Monica Capital Partners II,
LLC.


(11)
These shares constitute those reported by Dyva Holding Ltd in its Form
13D  filing on June 22, 2009.





(12)
These shares include the 1,756,732 shares issued effective October 17, 2007 in
connection with the achievement of contractual milestones under the Vitae
License Agreement dated May 11, 2007 and 50,000 shares delivered pursuant to the
Amended and Restated IP Transfer and Data License Agreement with Vitae dated
December 31, 2008.





EQUITY
COMPENSATION PLAN INFORMATION




The
following table summarizes, as of September 30, 2009, the number of securities
to be issued upon the exercise of outstanding derivative securities (options and
rights); the weighted-average exercise price of the outstanding derivative
securities; and the number of securities remaining available for future issuance
under our equity compensation plans.





EQUITY COMPENSATION PLAN INFORMATIONPlan Category
                            
                            Number of
                              securities to be
                              issued upon
                              exercise of
                              outstanding options
                            
                            
                            Weighted average
                              exercise price of
                              outstanding options
                            
                            
                            Number of
                              securities
                              remaining available
                              for future issuance
                              under equity
                              compensation plans
                              (excluding
                              securities
                              reflected in column
                              (a))(a)
                            
                            
                            (b)Equity
      compensation plans approved by security holders
                            
                            
                            1,838,060
                            
                            
                            $
                            0.45
                            (1)
                            
                            
                            1,899,440
                            (2)Equity
      compensation plans not approved by security holders
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            -Total
                            
                            
                            1,838,060
                            
                            
                            $
                            0.45
                            
                            
                            
                            1,899,440




(1)On
March 6, 2009, in order to provide continued economic incentive to option
holders, most of whose options were issued at prices that were “out of the
money”, the Board of Directors authorized a re-pricing of all 1,406,000 shares
under stock option grants previously issued through that date to an exercise
price of $0.45 per share from the post reverse-split adjusted $4.00 exercise
price at date of grant. The incremental compensation cost computed using the
Black-Scholes option pricing model was $242,000. There were no other changes to
the terms of any stock option grants.







(2)  Reflects
reduction for 12,500 shares granted pursuant to the plan.




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





Certain
Relationships and Related Transactions and Director Independence




During
the fiscal year ended September 30, 2009, the Company has engaged in the
following related transactions as described in Item 404 of Regulation
S-K:




Kurt
Brendlinger holds a one-third membership interest in Santa Monica Capital
Partners, LLC, a California limited liability company, through E’s Holdings,
Inc., a California corporation. Santa Monica Capital Partners was retained by us
to provide consulting services relating to strategic planning, investor
relations and corporate governance for a monthly fee of $30,000 for a six-month
period from May 1, 2007 to October 31, 2007, for an aggregate fee of
$180,000.  The consulting agreement has a provision providing for automatic
extensions at the end of each 6-month term, unless either party provides 30-day
written notice stating that such party does not wish to extend the consulting
agreement prior to end of such term.  The agreement was extended to
October 31, 2008, and was not renewed.  For the years ended September
30, 2009 and 2008 the Company incurred $30,000 and $360,000, respectively
pursuant to this consulting agreement.




On
November 5, 2007, we entered into a five year consulting agreement with SOQ,
Inc., a life sciences company affiliated with Dr. Gill, a member of the
Company’s Board of Directors.  Under the agreement, SOQ, Inc. will
furnish the services to the Company to facilitate the clinical trials of NuRx
compounds. In exchange, SOQ, Inc. will receive consideration of $200,000 per
year, with a minimum increase of 5% each year during the term of the
agreement.  The agreement provided discretion for the Company’s Board
to grant a bonus to SOQ, Inc. based upon the performance of the Company and SOQ,
Inc.  In May, 2009, the consulting agreement was amended to an “at
will” agreement, which Dr. Gill terminated in June 2009  For the years
ended September 30, 2009 and 2008, the Company incurred $140,000 and
238,910, respectively under the consulting agreement.




Director
Independence




As of the
date of this report, Messrs. Baradaran, Rosenthale and LeBel are considered
“independent” as defined under the Nasdaq Stock Market’s listing
standards.  In determining independence, the Board reviews whether
directors have any material relationship with us.  The Board considers
all relevant facts and circumstances. In assessing the materiality of a
director’s relationship to us, the Board is guided by the standards set forth
below and considers the issues from the director’s standpoint and from the
perspective of the persons or organizations with which the director has an
affiliation. The Board reviews commercial, industrial, banking, consulting,
legal, accounting, charitable and familial relationships, if applicable. An
independent director must not have any material relationship with us, either
directly or indirectly as a partner, stockholder or officer of an organization
that has a relationship with us, or any other relationship that would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director.




A
director will not be considered independent in the following
circumstances:




(1) The
director is, or has been in the past three years, an employee of the Company, or
a family member of the director is, or has been in the past three years, an
executive officer of the Company.




(2) The
director has received, or has a family member who has received, compensation
from us in excess of $120,000 in any 12 month period in the past three years,
other than compensation for board service, compensation received by the
director’s family member for service as a non-executive employee, and benefits
under a tax-qualified plan or other non-discretionary
compensation.








(3) The
director is, or has a family member who is, a current partner of our outside
auditor, or was a partner or employee of our outside auditor, who worked on our
audit at any time during any of the past three years.




(4) The
director is a family member of an individual who is, or at any time during the
past three years was, employed by the company as an executive
officer.





(5) The
director is, or has a family member who is, employed as an executive officer of
another entity where, at any time during the past three years, any of our
executive officers served on the compensation committee of that other
entity.




(6) The
director is, or a family member is, a partner in, or a controlling stockholder
or an executive officer of, any organization to which we made, or from which we
received, payments for property or services in the current or any of the past
three fiscal years that exceed the greater of 5% of the recipient’s consolidated
gross revenues for that year, or $200,000.





Item 14.
            Principal Accountant Fees and
      Services.




Gumbiner
Savett, Inc. (“Gumbiner”) is exclusively responsible for the opinion rendered in
connection with its examination.




Fiscal Year Ended
                      September 30,
                      2009
                    
                    
                    Fiscal Year
                      Ended
                      September
                      30, 2008Audit fees
                    
                    $
                    104,043
                    
                    
                    $
                    106,710Audit-related
      fees
                    
                    
                    —
                    
                    
                    
                    —Tax
      fees
                    
                    
                    16,500
                    
                    
                    
                    22,145All
      other fees
                    
                    
                    —
                    
                    
                    
                    —Total
      fees
                    
                    $
                    120,543
                    
                    
                    $
                    128,855





Audit Fees. Audit fees
consist of fees billed for professional services rendered for the audit of our
year-end financial statements and services that are normally provided by
Gumbiner in connection with statutory and regulatory filings.




Audit-Related
Fees. Audit-related services consist of fees billed for assurance
and related services that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under “Audit Fees.”
These services include attest services that are not required by statute or
regulation and consultations concerning financial accounting and reporting
standards.




Tax Fees. Tax fees
consist of fees billed for professional services for tax compliance. These
services include assistance regarding federal, state, and local tax
compliance.




All Other Fees. All
other fees would include fees for products and services other than the services
reported above.




Policy
on Board Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors




The audit
committee is responsible for appointing, setting compensation, and overseeing
the work of the independent auditor. In recognition of this responsibility, the
audit committee has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent
auditor.







In
addition to retaining Gumbiner to audit our financial statements for the year
ended September 30, 2009, we retained Gumbiner to provide tax preparation work
to us for our 2009 fiscal year. We understand the need for Gumbiner to maintain
objectivity and independence in its audit of our financial
statements.





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





Dated:
January 28, 2010


NURX
      PHARMACEUTICALS, INC.By:
                /s/ Harin Padma-NathanHarin
      Padma-Nathan
                  Chief
      Executive Officer





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





Signature
                          
                          Title
                          
                          Date/s/ Harin
      Padma−Nathan
                          
                          Director, President and Chief
      Executive Officer
                          
                          January 28, 2010Harin
      Padma−Nathan
                          
                          (Principal Executive
      Officer)/s/ Steven
      Gershick
                          
                          Chief Financial Officer
      (Principal Financial
                          
                          January 28, 2010Steven
    Gershick
                          
                          and Accounting Officer)/s/ Kurt
      Brendlinger
                          
                          Director
                          
                          January 28, 2010Kurt
      Brendlinger/s/ Sharyar
      Baradaran
                          
                          Director and
      Secretary
                          
                          January 28, 2010Sharyar
      Baradaran/s/ Rosh
      Chandraratna
                          
                          Director
                          
                          January 28, 2010Rosh
      Chandraratna/s/ Marvin
      Rosenthale
                          
                          Director
                          
                          January 28, 2010Marvin
      Rosenthale/s/ Carl
    Lebel
                          
                          Director
                          
                          January 28, 2010Carl Lebel