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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K



|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009



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

For the transition period from              to

Commission File No. 000-32877





PRO-PHARMACEUTICALS, INC.



|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Nevada                                         |  | 04-3562325                          
|(State or other jurisdiction of incorporation) |  | (I.R.S. Employer Identification No.)
|                                               | 
|7 Wells Avenue, Newton, Massachusetts          |  | 02459                               
|(Address of Principal Executive Offices)       |  | (Zip Code)                          

(617)
559-0033

(Registrants Telephone Number, Including Area Code)





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

None

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

Common Stock, Par Value $.001

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

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

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

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

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

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

Large accelerated filer   ̈    Accelerated
filer   ̈    Non-accelerated filer   ̈    Smaller reporting company  x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2009 was $13.0 million.

The number of shares outstanding of the registrants common stock as of March 1, 2010 was 51,742,090.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the 2010 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Report.









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INDEX TO FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2009



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                              |  | PAGE
|PART 1     |  |                                                                                                              |  |     
|           |  |                                                                                                             
|ITEM 1.    |  | Business                                                                                                     |  | 2   
|           |  |                                                                                                             
|ITEM 1A.   |  | Risk Factors                                                                                                 |  | 10  
|           |  |                                                                                                             
|ITEM 1B.   |  | Unresolved Staff Comments                                                                                    |  | 18  
|           |  |                                                                                                             
|ITEM 2.    |  | Properties                                                                                                   |  | 18  
|           |  |                                                                                                             
|ITEM 3.    |  | Legal Proceedings                                                                                            |  | 18  
|           |  |                                                                                                             
|ITEM 4.    |  | Reserved                                                                                                     |  | 19  
|           |  |                                                                                                             
|PART II    |  |                                                                                                              |  |     
|           |  |                                                                                                             
|ITEM 5.    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 20  
|           |  |                                                                                                             
|ITEM 6.    |  | Selected Consolidated Financial Data                                                                         |  | 20  
|           |  |                                                                                                             
|ITEM 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                        |  | 21  
|           |  |                                                                                                             
|ITEM 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 29  
|           |  |                                                                                                             
|ITEM 9.    |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 29  
|           |  |                                                                                                             
|ITEM 9A.   |  | Controls and Procedures                                                                                      |  | 29  
|           |  |                                                                                                             
|ITEM 9B.   |  | Other Information                                                                                            |  | 30  
|           |  |                                                                                                             
|PART III   |  |                                                                                                              |  |     
|           |  |                                                                                                             
|ITEM 10.   |  | Directors, Executive Officers and Corporate Governance                                                       |  | 31  
|           |  |                                                                                                             
|ITEM 11.   |  | Executive Compensation                                                                                       |  | 31  
|           |  |                                                                                                             
|ITEM 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters               |  | 31  
|           |  |                                                                                                             
|ITEM 13.   |  | Certain Relationships, Related Transactions and Director Independence                                        |  | 31  
|           |  |                                                                                                             
|ITEM 14.   |  | Principal Accounting Fees and Services                                                                       |  | 31  
|           |  |                                                                                                             
|PART IV    |  |                                                                                                              |  |     
|           |  |                                                                                                             
|ITEM 15.   |  | Exhibits, Financial Statement Schedules                                                                      |  | 32  
|           | 
|SIGNATURES |  | 37                                                                                                          



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FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains, in addition to historical information, forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and can be identified by the use of forward-looking terminology such as
project, may, could, expect, anticipate, estimate, continue or other similar words. These forward-looking statements are based on managements current
expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in these statements. The following are some of the important factors that could cause our actual
performance to differ materially from those discussed in the forward-looking statements:



| |  |  | We have incurred significant operating losses since our inception and cannot assure you that we will generate revenue or profit.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | As a result of our lack of financial liquidity and negative stockholders equity, our auditors have indicated there is uncertainty of our ability
to continue as a going concern.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If we fail to raise additional capital by the end of April 2010, we may need to significantly curtail operations, cease operations or seek federal
bankruptcy protection.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are subject to extensive and costly regulation by the U.S. Food and Drug Administration, or FDA, which must approve our product candidates in
development and could restrict the sales and marketing of such products in development.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We may be unable to achieve commercial viability and acceptance of our proposed products.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | We may be unable to improve upon, protect and/or enforce our intellectual property.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | We may be unable to enter into strategic partnerships for the development, commercialization, manufacturing and distribution of our proposed product
candidates.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are subject to significant competition.
| | - |  | ------------------------------------------



| |  |  | As a public company, we must implement additional and expensive finance and accounting systems, procedures and controls as we grow our business and
organization to satisfy new reporting requirements, which will increase our costs and require additional management resources.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We caution investors that actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not
limited to, those described above and in the Risk Factors section of this annual report on Form 10-K. We cannot assure you that we have identified all the factors that create uncertainties. Moreover, new risks emerge from time to time and it is not
possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking
statements. Readers should not place undue reliance on forward-looking statements. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they
are made or to reflect the occurrence of unanticipated events.

PART I



|Item 1. | Business
|------- | --------

We are a development-stage company engaged in the discovery and development of therapeutics that target Galectin receptors that we believe enhance existing cancer treatments and could also be used in the treatment of liver, microbial and
inflammatory diseases. All of our products are presently in development, including pre-clinical and clinical trials.



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Since our inception on July 10, 2000, our primary focus has been
the development of a new generation of anti-cancer treatments using polysaccharide polymers which are aimed at increasing survival and improving the quality of life for cancer patients. Our lead product candidate, DAVANAT®, is a patented new chemical entity that we believe, when administered in combination with chemotherapy, increases
the efficacy while reducing adverse side effects of the chemotherapy. We hold the patent on DAVANAT®, which was
invented by company founders David Platt, Ph.D., our former Chief Executive Officer, and Anatole Klyosov, Ph.D., our Chief Scientist.

On February 12, 2009, David Platt, Ph.D. resigned as Chairman of our Board of Directors and as Chief Executive Officer and each of Dale H. Conaway, Dr. Henry J. Esber and Dr. James T. Gourzis resigned from our Board
of Directors. Theodore Zucconi, Ph.D. was named our Chief Executive Officer and President. Also, on February 12, 2009, James C. Czirr, Rod Martin, Gilbert Amelio, Ph.D. and Peter Traber, M.D., were elected to our Board of Directors.
Mr. Czirr and Mr. Martin were designated as the Series B Directors and Dr. Amelio and Dr. Traber were the Series B Nominees under the terms of our Series B convertible preferred stock agreement announced on February 12,
2009.

In 2002, the Federal Drug Administration (FDA) granted us an Investigational New Drug
application (IND), for use of DAVANAT® in combination with 5-fluorouracil (5-FU), to
treat late-stage cancer patients with solid tumors. 5-FU is FDA-approved and one of the most widely used chemotherapies for treatment of various types of cancer, including colorectal, breast and gastrointestinal. In September 2008, we submitted a
clinical and pre-clinical package to the FDA in support of our DAVANAT® New Drug Application (NDA).
The FDA reported to us in its minutes for the December 2008 meeting that we will be required to conduct a Phase III trial to demonstrate superiority to the best standard of care for late stage colorectal cancer patients. We believe that using
DAVANAT® in combination with 5-FU enables greater absorption of the chemotherapy in cancer cells while reducing
its toxic side effects.

We plan to submit an NDA for co-administration of DAVANAT® with 5-FU for the indication of colorectal cancer.

We were incorporated under Nevada law on January 26, 2001 and in May of that year acquired a Massachusetts corporation (organized on
July 10, 2000) engaged in the business we now undertake. We have a wholly-owned Delaware subsidiary that we formed in 2003 to hold our cash and cash equivalents. We also own 10% of a Nevada subsidiary that we formed in October 2008 for the
development of our technology in cardiovascular treatments.

Our Strengths and Strategies

Focus on novel therapeutic opportunities that target Galectin receptors.    We believe our company is one of the
pioneers focused on development of therapeutics that target Galectin receptors to treat cancer. Carbohydrate molecules, which are essential to the transmission and recognition of cellular information, have been shown to play an important role in
major diseases including cancer, cardiovascular disease, Alzheimers disease, inflammatory disease and viral infections. We believe this offers a largely untapped area for treatment of disease including chemotherapeutics, infection treatment,
vaccines and antibiotics.

Leverage extensive scientific expertise.    Our scientists have
substantial expertise, developed over decades, in the area of carbohydrates that target Galectin receptors. Our team has conducted research in therapeutic application of carbohydrate-based therapeutics for more than 20 years. Dr. Klyosov, who
headed the Carbohydrate Research Laboratory at the USSR Academy of Sciences and was a visiting biochemistry professor at Harvard Medical School, holds more than 20 patents. We believe that his expertise, supplemented by members of our Scientific and
Medical Advisory Boards, provides us with a substantial advantage in this relatively new area of drug development.



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Completion of development milestones toward commercialization of
DAVANAT® and 5-FU combination cancer therapy.We have completed important milestones
in the development of DAVANAT® in combination with 5-FU to treat late-stage cancer patients with solid tumors.
These include our submission of the Drug Master File, or DMF, to the FDA in May 2008, which we believe demonstrates our ability to produce commercial quantities of pharmaceutical-grade DAVANAT® under manufacturing standards known as cGMP (current Good Manufacturing Process); our submission in September 2008 of a clinical and pre-clinical package
to the FDA in support of our DAVANAT® NDA; and our December 2008 pre-NDA meeting with the FDA which provided
guidance as to certain components of a Phase III trial of DAVANAT®/5-FU that would be needed for an NDA
demonstrating superiority to the best standard of care for late stage colorectal patients. We also have explored utilizing DAVANAT® with other therapeutics and also as a potential stand-alone therapeutic.

Apply our technology to broad range of applications.    Our research indicates that
DAVANAT® has the potential for broad application. Following development of DAVANAT® in combination with chemotherapies and biologics, we plan to combine it with other drugs to extend its use to treat
other serious diseases. Generally speaking, a biologic is a therapeutic product based on materials derived from living materials, whereas chemotherapies are chemical compounds, typically used in cancer treatment. Pre-clinical studies indicate that
DAVANAT®,and other proprietary therapeutics we have
in development, may have application for advanced treatment of liver, microbial and inflammatory diseases. This could substantially increase the marketability of our products.

Product Development

We are initially developing a pipeline of compounds that may be combined with chemotherapies, such as 5-FU and biologics, such as Avastin®, so as to improve the clinical benefit to cancer patients. Based on our research, we believe DAVANAT®, when combined with chemotherapies and biologics can significantly increase the clinical benefit to cancer patients by extending survival and increasing quality of
life. Our lead product candidate, DAVANAT®, is a patented new chemical entity that has completed Phase II trials
for treatment of colorectal cancer in combination with 5-FU.

To date, DAVANAT® has been administered to approximately 100 cancer patients in Phase I and II trials. Data from a Phase II trial for
late-stage colorectal cancer patients showed DAVANAT® extended median survival to 6.7 months with significantly
reduced side effects, as compared to 4.6 months for best standard of care as determined by the patients physician. Patients have improved quality of life as result of experiencing fewer adverse side effects of the chemotherapy and requiring
less hospitalization.

In addition, results of pre-clinical studies we have conducted in mice show that
more 5-FU accumulates in the tumor when co-administered with DAVANAT® than when 5-FU is administered alone in
the mice. Our pre-clinical and clinical trial data also show that DAVANAT® is safe and non-toxic.

Our NDA for DAVANAT® will seek FDA approval for co-administration of DAVANAT® with 5-FU for intravenous injection for the treatment of colorectal cancer. We plan additionally to file NDAs for DAVANAT® in combination with other chemotherapeutics and biologics.

According to its published guidance, the FDA initially determines whether an NDA filing is complete for purposes of allowing a review, and, if allowed, then determines whether to approve the NDA, a
process that takes six months (typically for a chemotherapy) or ten months (typically for a biologic). Upon approval, an applicant may commence commercial marketing and distribution of the approved products. We have retained Camargo Pharmaceutical
Services, LLC (Camargo) for regulatory support of our submission with the FDA. Camargos expertise in regulatory affairs and submissions includes the preparation and submission of NDAs.

We are also developing other therapeutic compounds for treatment of other serious disease, such as liver and kidney fibrosis. These product
candidates are all in the pre-clinical stage of development. We entered into research collaborations with the Mount Sinai School of Medicine to study the anti-fibrotic effects of our



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compounds on liver fibrosis and with Brigham and Womens Hospital to evaluate the anti-fibrotic effects of these compounds to treat acute and chronic kidney disease. Our compound reduced
collagen expression and reversed fibrosis in animal models. Whereas previously in vitro data indicated a reversal of fibrosis markers, in this proof-of-concept animal study, the compounds clearly reduced collagen expression and reversed liver
fibrosis.

DAVANAT®

DAVANAT®, our lead product candidate in development, is a proprietary polysaccharide polymer comprised of mannose and
galactose that is derived from plant sources and has a precisely defined chemical structure. More specifically, it is galactomannan which is isolated from seeds of guar and subjected to a controlled partial chemical and physical degradation. Guar is
a legume grown in the United States and elsewhere for a wide variety of food and non-food uses.

We
believe the mechanism of action for DAVANAT® is based upon interaction with lectins, which are cell surface
proteins that bind only to a particular kind of carbohydrate. DAVANAT® is formulated to attach to specific
lectins, called galectins, which are abundant on the surface of tumor cells, while selectively avoiding healthy tissue. We believe the structure of DAVANAT® is such that it is attracted to Galectin receptors that are specific and over-expressed on cancer cells. The Galectin receptor effectively interacts with DAVANAT® and the chemotherapy and/or biologic combination and assists in the accumulation of the chemotherapy in the cancer
cell. This may allow for administration of higher doses of chemotherapy thereby increasing efficacy while reducing toxicity.

Pre-clinical Studies of DAVANAT®

Our pre-clinical studies demonstrate that DAVANAT® when used in combination with chemotherapies, such as 5-FU and irinotecan, and biologics, such as Avastin®, may improve the clinical benefit of anti-cancer treatments. Pre-clinical studies also demonstrated delayed tumor growth and tumor shrinkage against a control group
of animals when DAVANAT® was used in combination with standard therapies. These studies demonstrated that
DAVANAT® could be used effectively with different chemotherapies and biologics.

Clinical Trial Development of DAVANAT®

Results from our
Phase II clinical trial data in late-stage cancer patients shows that DAVANAT® extends median survival to 6.7
months from 4.6 months (or a 46% increase) after other treatments were exhausted. The results of this trial also demonstrated reduction of adverse gastrointestinal, hematological and other side effects of chemotherapy treatment.



| |  |  | Phase I Trial for Late-Stage Patients with Solid Tumors.    In 2005, we completed a Phase I study to evaluate DAVANAT®, alone and in combination with 5-FU, to treat solid tumors in a trial of 40 end-stage patients with advanced solid
tumors who failed chemotherapy, radiation therapy, and/or surgical treatments. The objective of the open label study was to evaluate the safety and tolerability of escalating doses of DAVANAT® (30-280mg/m 2) when administered alone and in combination.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Based on objective tumor assessment using Response Evaluation Criteria in Solid Tumors, or RECIST, the disease was
stabilized in 14 of 26 of the evaluable patients with measurable disease. Furthermore, 7 of 10 patients were stabilized at the highest dose level of DAVANAT® administered in the study. Efficacy results are analyzed based on RECIST following completion of the second cycle of treatment. According to RECIST, a stable disease
is a disease with neither sufficient shrinkage to qualify for Partial Response (more than 30% shrinkage) nor sufficient increase to qualify for Progressive Disease (greater than 20% increase) taking as reference the smallest sum longest diameter
since the treatment started.



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The Phase I data also indicate that DAVANAT® was well tolerated by patients. The maximum tolerated dose was not reached indicating DAVANAT® is safe and has the potential for further dose escalation. Adverse side effects were primarily disease related.
Additionally, the results showed that the DAVANAT®/5-FU combination remained in the bloodstream up to eight
times longer, which we believe increases the efficacy of the treatment.



| |  |  | Phase II Trial for Late Stage Patients with Metastatic Colorectal Cancer.    In 2004, we initiated a Phase II clinical trial
to further evaluate DAVANAT® for late-stage patients with metastatic colorectal cancer. The multi-center, open
label, single-dose level study was designed to evaluate up to 15 patients in stage one, and up to 18 patients in stage two. The study, which was designed to evaluate the efficacy and safety of DAVANAT® in combination with chemotherapy when administered in monthly cycles, had two objectives: (1) to document the rate of response and stabilization of
patients with advanced colorectal cancer; and (2) to continue evaluating the safety of the DAVANAT® in
combination 5-FU. Dosing of patients began in May 2005. We stopped recruiting for the study in May 2006 because we achieved our objective. The data for the study indicates that based on objective tumor assessment one patient experienced a partial
tumor response and the disease was stabilized in 6 of 20 patients. Data on 20 patients from this trial showed that DAVANAT® extended median survival. We tracked these patients and gathered data after they left the trial. The patients entered the trial with disease that progressed despite
previously being treated with standard chemotherapies and biologics.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Phase II Trial for First-line Treatment of Patients with Biliary Cancer.    In 2007, we initiated a Phase II trial for the
first-line treatment of patients with biliary (gall bladder) cancer. Biliary cancer may represent an opportunity for orphan drug status approval. See FDA Orphan Drug Designation below under Government Regulation.
The multi-center, open label, single-dose level study is designed to evaluate up to 42 patients. The study was designed to evaluate the efficacy and safety of DAVANAT® when administered for at least two monthly cycles or until disease progression. The trial had two objectives: (1) complete/partial tumor response in 20% of
patients (17% in the first stage); and (2) the safety of DAVANAT® regimen in this patient population. We
stopped the trial due to financial constraints in the second quarter of 2008 and do not expect to resume it.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Phase II Trial for First-line Treatment of Patients with Colorectal Cancer.    In 2006, we initiated a Phase II trial for
initial treatment of colorectal cancer patients. The multi-center, open label, single-dose level study was designed to evaluate up to 50 patients who are unable to sustain the high toxicity of current intensive combination chemotherapy. The study
was expected to evaluate the efficacy and safety of DAVANAT® when administered in combination with the current
standard of care in two monthly cycles or until disease progression or toxicity. The primary objectives of the study were a complete or partial response in 33% of the patients and a secondary measurement of progression free survival at 6 and 12
months. We stopped the trial due to financial constraints in the second quarter of 2008 and do not expect to resume it.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See Risk Factors  Risks Related to our Company  We have one drug candidate in clinical trials and results are uncertain for additional discussion of risks related to clinical
trials.

Patents and Proprietary Rights

Our development and commercial viability, and ultimately our competitiveness, depend on our ability to develop and maintain the proprietary
aspects of our technology and operate without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright law and contract restrictions to protect the proprietary aspects of our
technologies. We seek to limit disclosure of our intellectual property by requiring employees, consultants, and any third parties with access to our proprietary information to execute confidentiality agreements and by restricting access to that
information.

As of December 31, 2009, we held five U.S. patents and have patent applications pending from the U.S.
Patent and Trademark Office. Many of our patents and patent applications cover methods and composition for



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reducing toxicity and enhancing chemotherapeutic drugs by co-administering a polysaccharide with a chemotherapeutic agent. We have corresponding patent applications pending in Europe, Canada,
Israel, Brazil, Japan, China and Australia. Additionally, we have patent applications in other areas to utilize our carbohydrate-based compounds to treat disease other than cancer. See Risk Factors  Risks Related to the Drug Development
Industry  Our competitive position depends on protection of our intellectual property.

Research

Our initial focus is on the design and analysis of Galectin targeting therapeutics to improve the clinical benefit of
chemotherapeutic agents and biologics. We contract with independent laboratories and other facilities to conduct our research, which is designed, evaluated and managed by our scientists. We do not anticipate building in-house research or development
facilities or hiring staff other than for purposes of designing and managing our out-sourced research.

As we develop products
eligible for clinical trials, we contract with independent parties to design the trial protocols, arrange for and monitor the clinical trials, collect data and analyze data. In addition, certain clinical trials for our products may be conducted by
government-sponsored agencies and will be dependent on governmental participation and funding. Our dependence on independent parties and clinical sites involves risks including reduced control over the timing and other aspects of our clinical
trials.

Our research and development expenditures totaled $18.5 million for the cumulative period from inception (July 10,
2000) through December 31, 2009. During the years ended December 31, 2009 and 2008, our expenditures for research and development were $1.1 million and $1.8 million, respectively.

Manufacturing and Marketing

We are a development stage company at this time and do not intend to establish internal facilities for the manufacture of our products for clinical or commercial production. To have our products
manufactured, we have developed and will continue to develop relationships with third-parties that have established manufacturing capabilities. We are not a party to any long-term agreement with any of our suppliers and, accordingly, we have our
products manufactured on a purchase-order basis from one of two primary suppliers.

Because our products are in the
development stage, we have not created a sales and marketing staff to commercialize pharmaceutical products. If we develop products eligible for commercial sale, we will need to develop a sales and marketing capability or rely on third parties such
as licensees, collaborators, joint venture partners or independent distributors to market and sell those products. Our dependence on third-party manufacturers and marketers will involve risks relating to our reduced control, and other risks
including those discussed in Risk Factors  Risks Related to our Company  We will depend on third parties to manufacture and market our products and to design trial protocols, arrange for and monitor the clinical trials, and collect
and analyze data.

Competition

Many biotechnology and pharmaceutical companies are developing new technologies for the treatment of cancer and other diseases. Technologies
such as monoclonal antibodies, developed by Genentech, Inc., could be competitive with our Galectin therapeutic platforms. Companies, such as Momenta Pharmaceuticals Inc., are developing technologies to improve or develop new or existing
drugs. Other companies, such as ImClone Systems Incorporated, are trying to improve the therapeutic profile of widely used protein-based drugs. While these companies may broaden the market for our products they may also provide competitive
alternatives to our products.

See Risk Factors  Risks Related to the Drug Development Industry  We face
intense competition in the biotechnology and pharmaceutical industries for additional discussion related to our current and potential competition.



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Government Regulation

The research, development, testing, manufacture, labeling, promotion, advertising, distribution, and marketing, among other things, of our
products are extensively regulated by governmental authorities in the United States and other countries. The FDA regulates drugs under the federal Food, Drug, and Cosmetic Act and its implementing regulations. Failure to comply with the applicable
U.S. requirements may subject us to administrative or judicial sanctions, such as FDA refusal to approve pending NDAs, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, and/or
criminal prosecution.

Drug Approval Process

Drugs may not be marketed in the U.S. until the FDA has approved them. The steps required before a drug may be marketed in the U.S. include
(similar rules apply in other countries):



| | 1. | Pre-clinical laboratory tests, animal studies, and formulation studies,
| | -- | -----------------------------------------------------------------------



| | 2. | Submission to the FDA of an IND for human clinical testing, which must become effective before human clinical trials may begin,
| | -- | -------------------------------------------------------------------------------------------------------------------------------



| | 3. | Adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug for each indication,
| | -- | ------------------------------------------------------------------------------------------------------------------------



| | 4. | Submission to the FDA of an NDA,
| | -- | --------------------------------



| | 5. | Satisfactory completion of an FDA inspection of the manufacturing facility or facilities, at which the drug is produced to assess compliance with cGMP established by
the FDA,
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | FDA review and approval of the NDA, and
| | -- | ---------------------------------------



| | 7. | FDA review and approval of a trademark used in connection with a pharmaceutical.
| | -- | --------------------------------------------------------------------------------

Pre-clinical tests include laboratory evaluation of product chemistry, toxicity, and formulation, as well as animal studies. The results of
the pre-clinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND, which must become effective before human clinical trials may begin. An IND automatically becomes effective 30 days after
receipt by the FDA, unless before that time the FDA raises concerns or questions about issues such as the conduct of the trials as outlined in the IND. In such a case, the IND sponsor and the FDA must resolve any outstanding FDA concerns or
questions before clinical trials can proceed. There is no certainty that submission of an IND will result in the FDA allowing clinical trials to begin.

Clinical trials involve the administration of the investigational drug to human subjects under the supervision of qualified investigators. Clinical trials are conducted under protocols detailing the
objectives of the study, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND.

Clinical trials typically are conducted in three sequential phases, but the phases may overlap or be combined. Each trial must be reviewed
and approved by an independent Institutional Review Board, IRB, before it can begin. Study subjects must sign an informed consent form before participating in a clinical trial. Phase I usually involves the initial introduction of the investigational
drug into patients to evaluate its safety, dosage tolerance, pharmacodynamics, and, if possible, to gain an early indication of its effectiveness. Phase II usually involves trials in a limited patient population to (i) evaluate dosage tolerance
and appropriate dosage; (ii) identify possible adverse effects and safety risks; and (iii) evaluate preliminarily the efficacy of the drug for specific indications. Phase III trials usually further evaluate clinical efficacy and test
further for safety by using the drug in its final form in an expanded patient population. There is no assurance that these trials will be completed within a specified period of time, if at all.



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Assuming successful completion of the required clinical testing, the results of the
pre-clinical studies and of the clinical studies, together with other detailed information, including information on the manufacture and composition of the drug, are submitted to the FDA in an NDA requesting approval to market the product for one or
more indications. Before approving an NDA, the FDA usually will inspect the facilities at which the drug is manufactured, and will not approve the product unless compliance with cGMP is satisfactory. If the FDA evaluates the NDA and the
manufacturing facilities as acceptable, the FDA will issue an approval letter. If the FDA evaluates the NDA submission or the manufacturing facilities as not acceptable, the FDA will outline the deficiencies in the submission and often will request
additional testing or information. Even if an applicant submits the requested additional information, the FDA ultimately may decide that the NDA does not satisfy the regulatory criteria for approval. The testing and approval process requires
substantial time, effort, and financial resources, and there is no assurance that any approval will be granted on a timely basis, if at all. After approval, certain changes to the approved product, such as adding new indications, manufacturing
changes, or additional labeling claims are subject to further FDA review and approval.

See Risk Factors  Risks
Related to the Drug Development Industry  We will need regulatory approvals to commercialize our products for additional discussion of regulatory risks related to our drug development program.

FDA Priority Review

FDA procedures provide for priority review of an NDA submitted for drugs that, compared to currently marketed products, offer a significant improvement in the treatment, diagnosis, or prevention of a disease. NDAs that are granted priority
review are acted upon more quickly than NDAs given standard review. If we were to seek priority review, there can be no guarantee that the FDA will grant priority review status, that priority review status will affect the time of review, or that the
FDA will approve the NDA submitted for any of our product candidates, whether or not priority review status is granted.

Post-Approval Requirements

If FDA approval of one or more of our products is obtained, we will be required to
comply with a number of post-approval requirements. For example, holders of an approved NDA are required to report certain adverse reactions to the FDA and to comply with certain requirements concerning advertising and promotional labeling for their
products. Also, quality control and manufacturing procedures must continue to conform to cGMP after approval, and the FDA periodically inspects manufacturing facilities to assess compliance with cGMP. Accordingly, manufacturers must continue to
expend time, money, and effort in the area of production and quality control to maintain cGMP compliance. In addition, discovery of problems with a product after approval may result in restrictions on a product, manufacturer, or holder of an
approved NDA, including withdrawal of the product from the market. Also, new government requirements may be established that could delay or prevent regulatory approval of our products under development.

FDA Orphan Drug Designation

The FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, which generally is a disease or condition that affects fewer than 200,000 individuals in the United
States. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are publicly disclosed by the FDA. Orphan drug designation
does not convey an advantage in, or shorten the duration of, the regulatory review and approval process. If a product which has an orphan drug designation subsequently receives the first FDA approval for the indication for which it has such
designation, the product is entitled to orphan exclusivity, meaning that the FDA may not approve any other applications to market the same drug for the same indication, except in certain very limited circumstances, for a period of seven years. As
well, orphan drugs usually receive ten years of marketing exclusivity in the European Union. We currently are not seeking orphan drug designation.



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Regulation Outside the United States

Before our products can be marketed outside of the United States, they are subject to regulatory approval similar to that required in the
United States, although the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary widely from country to country. No action can be taken to market any product in a country until an appropriate
application has been approved by the regulatory authorities in that country. The current approval process varies from country to country, and the time spent in gaining approval varies from that required for FDA approval. In certain countries, the
sales price of a product must also be approved. The pricing review period often begins after market approval is granted. No assurance can be given that even if a product is approved by a regulatory authority, satisfactory prices will be approved for
such product.

Environmental Regulation

Pharmaceutical research and development involves the controlled use of hazardous materials. Biotechnology and pharmaceutical companies must comply with laws and regulations governing the use, generation,
manufacture, storage, air emission, effluent discharge, handling and disposal of certain materials, biological specimens and wastes. We do not anticipate building in-house research, development or manufacturing facilities, and, accordingly, do not
expect to have to comply directly with environmental regulation. However, our contractors and others conducting research, development or manufacturing activities for us may be required to incur significant compliance cost, and this could in turn
could increase our expense or delay our completion of research or manufacturing programs.

Employees

As of December 31, 2009, we had six full-time employees, two of whom were involved primarily in management of our pre-clinical
research and development and clinical trials and four who were involved primarily in financial management and administration of our company. We also had one part-time contractor who provides manufacture and clinical trial support and two part-time
contractors, one of whom provides financial management services and the other of whom serves as our medical director.



|Item 1A. | Risk Factors
|-------- | ------------

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information before deciding to invest in our common stock. The risks
described below are not the only ones facing our company. Additional risks not presently known to us or that we currently consider immaterial may also adversely affect our business. We have attempted to identify below the major factors that could
cause differences between actual and planned or expected results, but we cannot assure you that we have identified all of those factors.

If any of the following risks actually happen, our business, financial condition and operating results could be materially adversely affected. In this case, the trading price of our common stock could
decline, and you could lose all or part of your investment.

Risks Related to Our Company

We are at an early stage of development and have not generated any revenue.

We are a development-stage company with a limited operating history, and we have not generated any revenues to date. We have no products
available for sale, and none are expected to be commercially available for several years, if at all. We may never obtain FDA approval of our products in development and, even if we do so and are also able to commercialize our products, we may never
generate revenue sufficient to become profitable. Our failure to generate revenue and profit would likely lead to loss of your investment in our company.



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We have incurred net losses to date and must raise additional capital by the end of
April 2010 in order to continue to operate.

We have incurred net losses in each year of operation since our inception
in July 2000. Our accumulated deficit as of December 31, 2009 was $47.7 million. We will need to continue to conduct significant research, development, testing and regulatory compliance activities that, together with projected general and
administrative expenses, we expect will result in substantial operating losses for the next several years. Accordingly, we do not expect to be generating sales or other revenue and will remain dependent on outside sources of financing during that
time. If we are unable to raise funds from outside sources for our continuing operations, we may be adversely affected.

We
may raise capital through public or private equity financings, partnerships, debt financings, bank borrowings, or other sources. Additional funding may not be available on favorable terms or at all. If adequate funds are not otherwise available, we
may need to significantly curtail operations. To obtain additional funding, we may need to enter into arrangements that require us to relinquish rights to certain technologies, products and/or potential markets. To the extent that additional capital
is raised through the sale of equity, or securities convertible into equity, our equity holders may experience dilution of their proportionate ownership of the company.

Based on $251,000 of unrestricted cash as of December 31, 2009, combined with $308,000 and $322,000, net, respectively, received from offerings of our Series B-2 financings on January 29 and
March 8, 2010, we believe that we have sufficient cash to meet our financial and operating obligations into April 2010. We will require more cash to fund our operations and believe that we will be able to obtain additional financing. However,
there can be no assurance that we will be successful in obtaining such new financing or, if available, that such financing will be obtainable on terms favorable to us. We have taken steps to reduce our administrative and clinical spending, however,
we must raise additional cash by the end of April 2010, or we may not be able to continue operations and may be forced to seek bankruptcy protection.

We were a counterclaim defendant in a lawsuit instituted by our former Chief Executive Officer that relates to certain of our intellectual property.

In January 2004, David Platt, Ph.D., our former Chairman and Chief Executive Officer, filed a lawsuit in Massachusetts Superior Court against
GlycoGenesys, Inc., which asserted counterclaims against us related to our intellectual property. Prospect Therapeutics, Inc. subsequently purchased certain assets including this lawsuit from the GlycoGenesys bankruptcy estate. Before the Court
could issue a decision after the lawsuit went to trial in March 2009, Prospect Therapeutics announced on May 15, 2009, that it had assigned all of its assets for the benefit of creditors and would liquidate. In response, we moved to dismiss the
lawsuit on various grounds, including failure to prosecute. Prospects assets, including the lawsuit, were sold at auction on June 29, 2009, and the new owner of the assets elected not to prosecute. After a post-trial hearing, the Court
issued a judgment dated July 17, 2009, dismissing the lawsuit against us and Dr. Platt.

We are involved in
litigation with Summer Street Research Partners.

On January 30, 2008, Custom Equity Research, Incorporated (d/b/a
Summer Street Research Partners) filed a lawsuit against us in the Superior Court of the Commonwealth of Massachusetts, alleging claims for breach of contract, declaratory judgment and unjust enrichment arising out of an engagement letter under
which Summer Street agreed to provide institutional investment placement services to us. Summer Street claims it is entitled to a placement fee for each placement made during the term of the agreement and for each issuance of securities made or
agreed to be made by us from October 17, 2007 through November 16, 2008. We initially responded to the lawsuit with a motion to dismiss, which the Court denied on June 23, 2008, finding that the letter agreement was ambiguous with
respect to Summer Streets entitlement to compensation. The Court also denied Summer Streets motion for a pre-judgment attachment and trustee process, preliminarily finding that Summer Street was



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not likely to prevail on any of its claims. On July 3, 2008, we filed our answer, denying Summer Streets material allegations. The parties are currently engaged in discovery and no
trial date has been set for this matter. We believe the lawsuit is without merit and intend to contest it vigorously. However, if we were to receive an adverse decision, we might be required to pay cash damages to Summer Street which could have a
material adverse effect on our financial position.

Our drug candidates are based on novel unproven technologies.

Our drug candidates in development are based on novel unproven technologies using proprietary compounds in combination
with FDA approved drugs currently used in the treatment of cancer and other diseases. Therapeutics that target Galectin receptors are difficult to synthesize and we may not be able to synthesize them in a way that would make them usable as target
delivery vehicles for the anti-cancer drugs.

We have one drug candidate in clinical trials and results are uncertain.

We have one product candidate in human clinical trials. Pre-clinical results in animal studies are not necessarily
predictive of outcomes in human clinical trials. Clinical trials are expensive, time-consuming and may not be successful. They involve the testing of potential therapeutic agents, or effective treatments, in humans, typically in three phases, to
determine the safety and efficacy of the product candidates necessary for an approved drug. Many products in human clinical trials fail to demonstrate the desired safety and efficacy characteristics. Even if our products progress successfully
through initial human testing, they may fail in later stages of development. We may engage others to conduct our clinical trials, including clinical research organizations and, possibly, government-sponsored agencies. These trials may not start or
be completed as we forecast, or may not achieve desired results.

We may be unable to commercialize our product
candidates.

Even if our current and anticipated product candidates achieve positive results in clinical trials, we may
be unable to commercialize them. Potential products may fail to receive necessary regulatory approvals, be difficult to manufacture on a large scale, be uneconomical to produce, fail to achieve market acceptance, or be precluded from
commercialization by proprietary rights of third parties. Our inability to commercialize out products would substantially impair the viability of our company.

Our lack of operating experience may cause us difficulty in managing our growth.

We have limited experience in manufacturing or procuring products in commercial quantities, conducting other later-stage phases of the regulatory approval process, selling pharmaceutical products, or
negotiating, establishing and maintaining strategic relationships. Any growth of our company will require us to expand our management and our operational and financial systems and controls. If we are unable to do so, our business and financial
condition would be materially harmed. If rapid growth occurs, it may strain our operational, managerial and financial resources.

We will depend on third parties to manufacture and market our products and to design trial protocols, arrange for and monitor the clinical trials, and collect and analyze data.

We do not have, and do not now intend to develop, facilities for the manufacture of any of our products for clinical or commercial
production. In addition, we are not a party to any long-term agreement with any of our suppliers, and accordingly, we have our products manufactured on a purchase-order basis from one of two primary suppliers. We will need to develop relationships
with manufacturers and enter into collaborative arrangements with licensees or have others manufacture our products on a contract basis. We expect to depend on such collaborators to supply us with products manufactured in compliance with standards
imposed by the FDA and foreign regulators.



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In addition, we have limited experience in marketing, sales or distribution, and we do not
intend to develop a sales and marketing infrastructure to commercialize our pharmaceutical products. If we develop commercial products, we will need to rely on licensees, collaborators, joint venture partners or independent distributors to market
and sell those products.

Moreover, as we develop products eligible for clinical trials, we may contract with independent
parties to design the trial protocols, arrange for and monitor the clinical trials, collect data and analyze data. In addition, certain clinical trials for our products may be conducted by government-sponsored agencies and will be dependent on
governmental participation and funding. Our dependence on independent parties and clinical sites involves risks including reduced control over the timing and other aspects of our clinical trials.

We are exposed to product liability, pre-clinical and clinical liability risks which could place a substantial financial burden upon
us, should we be sued, because we do not currently have product liability insurance above and beyond our general insurance coverage.

Our business exposes us to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical formulations and products, as a result of
which claims may be asserted against us. In addition, the use in our clinical trials of pharmaceutical formulations and products that our potential collaborators may develop and the subsequent sale of these formulations or products by us or our
potential collaborators may cause us to bear a portion of or all product liability risks. A successful liability claim or series of claims brought against us could have a material adverse effect on our business, financial condition and results of
operations.

Since we do not currently have any FDA-approved products or formulations, we do not currently have any product
liability insurance covering commercialized products. We may not be able to obtain or maintain adequate product liability insurance on acceptable terms, if at all, or such insurance may not provide adequate coverage against our potential
liabilities. Furthermore, our current and potential partners with whom we have collaborative agreements or our future licensees may not be willing to indemnify us against these types of liabilities and may not themselves be sufficiently insured or
have sufficient liquidity to satisfy any product liability claims. Claims or losses in excess of any product liability insurance coverage that may be obtained by us could have a material adverse effect on our business, financial condition and
results of operations.

If users of our proposed products are unable to obtain adequate reimbursement from third-party
payers, or if new restrictive legislation is adopted, market acceptance of our proposed products may be limited and we may not achieve revenues.

The continuing efforts of government and insurance companies, health maintenance organizations and other payers of healthcare costs to contain or reduce costs of health care may affect our future revenues
and profitability, and the future revenues and profitability of our potential customers, suppliers and collaborative partners and the availability of capital. For example, in certain foreign markets, pricing or profitability of prescription
pharmaceuticals is subject to government control. In the U.S., given recent federal and state government initiatives directed at lowering the total cost of health care, the U.S. Congress and state legislatures will likely continue to focus on health
care reform, the cost of prescription pharmaceuticals and on the reform of the Medicare and Medicaid systems. While we cannot predict whether any such legislative or regulatory proposals will be adopted, the announcement or adoption of such
proposals could materially harm our business, financial condition and results of operations.

Our ability to commercialize our
proposed products will depend in part on the extent to which appropriate reimbursement levels for the cost of our proposed formulations and products and related treatments are obtained by governmental authorities, private health insurers and other
organizations, such as health management organizations, or HMOs. Third-party payers are increasingly challenging the prices charged for medical drugs and services. Also, the trend toward managed health care in the U.S. and the concurrent growth of
organizations



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such as HMOs, which could control or significantly influence the purchase of health care services and drugs, as well as legislative proposals to reform health care or reduce government insurance
programs, may all result in lower prices for or rejection of our products.

There are risks associated with our reliance
on third parties for marketing, sales, managed care and distribution infrastructure and channels.

We expect that we
will be required to enter into agreements with commercial partners to engage in sales, marketing and distribution efforts around our products in development. We may be unable to establish or maintain third-party relationships on a commercially
reasonable basis, if at all. In addition, these third parties may have similar or more established relationships with our competitors. If we do not enter into relationships with third parties for the sales and marketing of our proposed products, we
will need to develop our own sales and marketing capabilities.

We may be unable to engage qualified distributors. Even if
engaged, these distributors may:



| |  |  | fail to satisfy financial or contractual obligations to us;
| | - |  | -----------------------------------------------------------



| |  |  | fail to adequately market our products;
| | - |  | ---------------------------------------



| |  |  | cease operations with little or no notice to us; or
| | - |  | ---------------------------------------------------



| |  |  | offer, design, manufacture or promote competing formulations or products.
| | - |  | -------------------------------------------------------------------------

If we fail to develop sales, managed care, marketing and distribution channels, we would experience delays in generating sales and incur
increased costs, which would harm our financial results.

We depend on key individuals to develop our products and
pursue collaborations.

We are highly dependent on Anatole Klyosov, Ph.D., our Chief Scientist who has scientific
technical or other business expertise and experience that is critical to our success. The loss of Dr. Klyosov, or failure to attract or retain other key personnel, could prevent us from pursuing collaborations or developing our products and
core technologies.

Risks Related to the Drug Development Industry

We will need regulatory approvals to commercialize our products.

We are required to obtain approval from the FDA in order to sell our products in the U.S. and from foreign regulatory authorities in order to
sell our products in other countries. The FDAs review and approval process is lengthy, expensive and uncertain. Extensive pre-clinical and clinical data and supporting information must be submitted to the FDA for each indication for each
product candidate in order to secure FDA approval. Before receiving FDA clearance to market our proposed products, we will have to demonstrate that our products are safe and effective on the patient population and for the diseases that are to be
treated. Clinical trials, manufacturing and marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities. The Federal Food, Drug and Cosmetic Act and other federal, state and
foreign statutes and regulations govern and influence the testing, manufacture, labeling, advertising, distribution and promotion of drugs and medical devices. As a result, regulatory approvals can take a number of years or longer to accomplish and
require the expenditure of substantial financial, managerial and other resources. The FDA could reject an application or require us to conduct additional clinical or other studies as part of the regulatory review process. Delays in obtaining or
failure to obtain FDA approvals would prevent or delay the commercialization of our product candidates, which would prevent, defer or decrease our receipt of revenues. In addition, if we receive initial regulatory approval, our product candidates
will be subject to extensive and rigorous ongoing domestic and foreign government regulation.



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Data obtained from clinical trials are susceptible to varying interpretations, which
could delay, limit or prevent regulatory clearances.

Data already obtained, or in the future obtained, from
pre-clinical studies and clinical trials do not necessarily predict the results that will be obtained from later pre-clinical studies and clinical trials. Moreover, pre-clinical and clinical data is susceptible to varying interpretations, which
could delay, limit or prevent regulatory approval. A number of companies in the pharmaceutical industry have suffered significant setbacks in advanced clinical trials, even after promising results in earlier trials. The failure to adequately
demonstrate the safety and effectiveness of a proposed formulation or product under development could delay or prevent regulatory clearance of the potential drug, resulting in delays to commercialization, and could materially harm our business. Our
clinical trials may not demonstrate sufficient levels of safety and efficacy necessary to obtain the requisite regulatory approvals for our drugs, and thus our proposed drugs may not be approved for marketing.

Our competitive position depends on protection of our intellectual property.

Development and protection of our intellectual property are critical to our business. All of our intellectual property, patented or
otherwise, has been invented and/or developed by employees of our company. If we do not adequately protect our intellectual property, competitors may be able to practice our technologies. Our success depends in part on our ability to obtain patent
protection for our products or processes in the U.S. and other countries, protect trade secrets, and prevent others from infringing on our proprietary rights. We are a counterclaim defendant in a lawsuit instituted by our chief executive officer
that relates to our intellectual property as described under Risks Related to Our Company above.

Since patent
applications in the U.S. are maintained in secrecy for at least portions of their pendency periods (published on U.S. patent issuance or, if earlier, 18 months from earliest filing date for most applications) and since other publication of
discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certain that we are the first to make the inventions to be covered by our patent applications. The patent position of biopharmaceutical firms
generally is highly uncertain and involves complex legal and factual questions. The U.S. Patent and Trademark Office has not established a consistent policy regarding the breadth of claims that it will allow in biotechnology patents.

Some or all of our patent applications may not issue as patents or the claims of any issued patents may not afford meaningful protection for
our technologies or products. In addition, patents issued to us or our licensors may be challenged and subsequently narrowed, invalidated or circumvented. Patent litigation is widespread in the biotechnology industry and could harm our business.
Litigation might be necessary to protect our patent position or to determine the scope and validity of third-party proprietary rights, and we may not have the required resources to pursue such litigation or to protect our patent rights.

Although we require our scientific and technical employees and consultants to enter into broad assignment of inventions agreements, and
all of our employees, consultants and corporate partners with access to proprietary information to enter into confidentiality agreements, these agreements may not be honored.

Products we develop could be subject to infringement claims asserted by others.

We cannot assure that products based on our patents or intellectual property that we license from others will not be challenged by a third
party claiming infringement of its proprietary rights. If we were not able to successfully defend our patents or licensed rights, we may have to pay substantial damages, possibly including treble damages, for past infringement.

We face intense competition in the biotechnology and pharmaceutical industries.

The biotechnology and pharmaceutical industries are intensely competitive. We face direct competition from U.S. and foreign companies
focusing on pharmaceutical products, which are rapidly evolving. Our competitors include major multinational pharmaceutical and chemical companies, specialized biotechnology



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firms and universities and other research institutions. Many of these competitors have greater financial and other resources, larger research and development staffs and more effective marketing
and manufacturing organizations, than we do. In addition, academic and government institutions are increasingly likely to enter into exclusive licensing agreements with commercial enterprises, including our competitors, to market commercial products
based on technology developed at such institutions. Our competitors may succeed in developing or licensing technologies and products that are more effective or less costly than ours, or succeed in obtaining FDA or other regulatory approvals for
product candidates before we do. Acquisitions of, or investments in, competing pharmaceutical or biotechnology companies by large corporations could increase such competitors financial, marketing, manufacturing and other resources.

The market for our proposed products is rapidly changing and competitive, and new drugs and new treatments which may be developed
by others could impair our ability to maintain and grow our business and remain competitive.

The pharmaceutical and
biotechnology industries are subject to rapid and substantial technological change. Developments by others may render our proposed products noncompetitive or obsolete, or we may be unable to keep pace with technological developments or other market
factors. Technological competition from pharmaceutical and biotechnology companies, universities, governmental entities and others diversifying into the field is intense and is expected to increase.

As a pre-revenue company engaged in the development of drug technologies, our resources are limited and we may experience technical
challenges inherent in such technologies. Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competition. Some of these technologies may have an entirely different approach or
means of accomplishing similar therapeutic effects compared to our proposed products. Our competitors may develop drugs that are safer, more effective or less costly than our proposed products and, therefore, present a serious competitive threat to
us.

The potential widespread acceptance of therapies that are alternatives to ours may limit market acceptance of our
proposed products, even if commercialized. Many of our targeted diseases and conditions can also be treated by other medication. These treatments may be widely accepted in medical communities and have a longer history of use. The established use of
these competitive drugs may limit the potential for our technologies, formulations and products to receive widespread acceptance if commercialized.

Health care cost containment initiatives and the growth of managed care may limit our returns.

Our ability to commercialize our products successfully may be affected by the ongoing efforts of governmental and third-party payers to contain the cost of health care. These entities are challenging
prices of health care products and services, denying or limiting coverage and reimbursement amounts for new therapeutic products, and for FDA-approved products considered experimental or investigational, or which are used for disease indications
without FDA marketing approval.

Even if we succeed in bringing any products to the market, they may not be considered
cost-effective and third-party reimbursement might not be available or sufficient. If adequate third-party coverage is not available, we may not be able to maintain price levels sufficient to realize an appropriate return on our investment in
research and product development. In addition, legislation and regulations affecting the pricing of pharmaceuticals may change in ways adverse to us before or after any of our proposed products are approved for marketing.

Our insurance coverage may not be adequate in all circumstances.

If we commercialize our products, their use by patients could expose us to potential product liability and other claims resulting from
alleged injury. This liability may result from claims made directly by consumers or by pharmaceutical companies or others selling such products. Although we currently have clinical trial insurance



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and directors and officers insurance, we may be unable to maintain such insurance on acceptable terms, if at all. Moreover, we have no product or professional liability insurance due to our stage
of development, and we may be unable to obtain such insurance at the appropriate time on acceptable terms, if at all. Any inability to obtain and/or maintain insurance coverage on acceptable terms could prevent or limit the commercialization of any
products we develop.

Risks Related to Our Stock

Stock prices for pharmaceutical and biotechnology companies are volatile.

The market price for securities of pharmaceutical and biotechnology companies historically has been highly volatile, and the market from time to time has experienced significant price and volume fluctuations that are unrelated to the
operating performance of such companies. Fluctuations in the trading price or liquidity of our common stock may adversely affect, among other things, the interest in our stock by purchasers on the open market and our ability to raise capital.

Our common stock was delisted from trading on the NYSE Alternext US is now quoted on the OTC Bulletin Board.

Our common stock was delisted from trading on the NYSE Alternext US as of January 9, 2009 and as of January 21,
2009, began to be quoted on OTC Bulletin Board. Companies whose stock is quoted on the OTC Bulletin are not required to comply with the more extensive corporate governance and other listing requirements needed to meet the listing qualifications of
the national securities exchanges. Investors in such companies may encounter greater compliance required by broker-dealers in trading their shares.

We could issue additional common stock, which might dilute the book value of our common stock.

Our board of directors has authority, without action or vote of our stockholders, to issue all or a part of our authorized but unissued shares. Such stock issuances could be made at a price that reflects
a discount or a premium from the then-current trading price of our common stock. In addition, in order to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These
issuances would dilute your percentage ownership interest, which would have the effect of reducing your influence on matters on which our stockholders vote, and might dilute the book value of our common stock. You may incur additional dilution if
holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants to purchase shares of our common stock.

Our board of directors has the power to designate a series of preferred stock without shareholder approval that could contain
conversion or voting rights that adversely affect the voting power of holders of our common stock.

Our Articles of
Incorporation authorizes issuance of capital stock including 20,000,000 undesignated shares, and empowers our Board of Directors to prescribe by resolution and without shareholder approval a class or series of undesignated shares, including the
number of shares in the class or series and the voting powers, designations, rights, preferences, restrictions and the relative rights in each such class or series. The Board previously authorized a series of preferred stock comprised of 5,000,000
shares designated as Series A 12% preferred stock, of which 1,642,500 shares are issued and outstanding, in which each share has one vote and votes on an as-converted basis with our common stock. The Board on February 12, 2009, authorized and
designated two series of preferred stock comprised Series B-1 preferred stock, of which 900,000 shares are authorized, issued and outstanding, and Series B-2 preferred stock, comprised of 2,100,000 authorized shares, of which 1,330,000 are
outstanding at December 31, 2009. Each share of Series B-1 preferred stock and Series B-2 preferred stock is convertible into four shares of our common stock and, in addition to a separate class vote with respect to certain matters, votes on an
as-converted basis as a class with our common stock.



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We may need to request our shareholders to authorize additional shares of common stock
in connection with subsequent equity finance transactions.

We are authorized to issue 300,000,000 shares of common
stock, of which 51,742,090 shares were issued and outstanding on December 31, 2009. We have reserved 13,642,500 shares of common stock for issuance upon conversion of our Series A 12% preferred stock and Series B-1 and Series B-2 preferred
stock, 60,647,505 shares for issuance upon exercise of our outstanding stock options and warrants and 10,090,000 shares for issuance for warrants related to additional Series B-2 offerings and for the achievement of consultant milestones. If all of
these securities were converted or exercised, a total of approximately 136,122,000 shares of our common stock would be outstanding. In addition, certain dilutive finance transactions could require us to reserve additional shares if certain of our
warrants become exercisable for additional shares as a result of anti-dilution protection provisions. As a result, we may have insufficient shares of common stock available to issue in connection with a future equity finance transaction, and
accordingly may be required at an annual or special meeting of shareholders to seek approval of an increase in the number of our authorized shares of common stock before undertaking or as a condition to completing an offering. We cannot assure you
that our shareholders would authorize an increase in the number of shares of our common stock.

As a
thinly-traded stock, large sales can place downward pressure on our stock price.

Our common stock, despite
certain increases of trading volume from time to time, experiences periods when it could be considered thinly traded. Finance transactions resulting in a large amount of newly issued shares that become readily tradable, or other events
that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares to sell the
shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|Item 2. | Properties
|------- | ----------

We lease 9,400 square feet for our executive offices located at 7 Wells Avenue, Newton, Massachusetts. We have a five year lease that commenced in August 2006 with an option to extend for an additional five years. We believe this space is
suitable for our present operations and adequate for foreseeable expansion of our business.



|Item 3. | Legal Proceedings
|------- | -----------------

Other than claims and legal proceedings that arise from time to time in the ordinary course of business which are not material, the Company has no pending legal proceedings except as follows:

In January 2004, David Platt, Ph.D., our former Chairman and Chief Executive Officer, filed a lawsuit in Massachusetts Superior Court
against GlycoGenesys, Inc., which asserted counterclaims against us related to our intellectual property. Prospect Therapeutics, Inc. subsequently purchased certain assets including this lawsuit from the GlycoGenesys bankruptcy estate. Before the
Court could issue a decision after the lawsuit went to trial in March 2009, Prospect Therapeutics announced on May 15, 2009, that it had assigned all of its assets for the benefit of creditors and would liquidate. In response, we moved to
dismiss the lawsuit on various grounds, including failure to prosecute. Prospects assets, including the lawsuit, were sold at auction on June 29, 2009, and the new owner of the assets elected not to prosecute. After a post-trial hearing,
the Court issued a judgment dated July 17, 2009, dismissing the lawsuit against us and Dr. Platt.



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On January 30, 2008, Custom Equity Research, Incorporated (d/b/a Summer Street Research
Partners) filed a lawsuit against us in the Superior Court of the Commonwealth of Massachusetts, alleging claims for breach of contract, declaratory judgment and unjust enrichment arising out of an engagement letter under which Summer Street agreed
to provide institutional investment placement services to us. Summer Street claims it is entitled to a placement fee for each placement made during the term of the agreement and for each issuance of securities made or agreed to be made by us from
October 17, 2007 through November 16, 2008. We initially responded to the lawsuit with a motion to dismiss, which the Court denied on June 23, 2008, finding that the letter agreement was ambiguous with respect to Summer Streets
entitlement to compensation. The Court also denied Summer Streets motion for a prejudgment attachment and trustee process, preliminarily finding that Summer Street was not likely to prevail on any of its claims. On July 3, 2008, we filed
our answer, denying Summer Streets material allegations. The parties are currently engaged in discovery and no trial date has been set for this matter. We believe the lawsuit is without merit and intend to contest it vigorously.



|Item 4. | Reserved
|------- | --------

No matter was submitted to a vote of our stockholders during the fourth quarter of the fiscal year covered by this report.



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PART II



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

Price Range of Common Stock

Following the delisting of our common stock from the NYSE Alternext US as of the close of trading on January 9, 2009, our common stock has been quoted on the OTC Bulletin Board since January 21,
2009 under the symbol PRWP.OB. The high and low sale prices for our common stock as reported on the NYSE Alternext US and OTC Bulletin Board, for the periods indicated below were as follows:



|                                    |  |      |      |     |   |     
|----------------------------------- |  | ---- | ---- | --- | - | ----
|                                    |  | High |      | Low
|Fiscal Year Ended December 31, 2009 |  |      |      |     |   |     
|First Quarter                       |  | $    | 0.42 |     | $ | 0.05
|Second Quarter                      |  | $    | 0.59 |     | $ | 0.20
|Third Quarter                       |  | $    | 0.50 |     | $ | 0.27
|Fourth Quarter                      |  | $    | 0.44 |     | $ | 0.24
|Fiscal Year Ended December 31, 2008 |  |      |      |     |   |     
|First Quarter                       |  | $    | 0.70 |     | $ | 0.26
|Second Quarter                      |  | $    | 0.48 |     | $ | 0.25
|Third Quarter                       |  | $    | 0.39 |     | $ | 0.17
|Fourth Quarter                      |  | $    | 0.30 |     | $ | 0.05

Holders of
Common Stock

As of February 16, 2010, there were 279 shareholders of record of our common stock. Because shares
of our common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of record holders. Based on information available to us, we believe there are 3,923
non-objecting beneficial owners of our shares of our common stock in addition to the record holders.

Dividends

There have been no cash dividends declared on our common stock since our company was formed. Dividends are declared at the
sole discretion of our Board of Directors. Our intention is not to declare cash dividends and retain all cash for our operations. In February 2008, we issued 1,742,500 shares of Series A 12% Convertible Preferred Stock which pay dividends at the
rate of 12% per share per annum payable, at our option, in cash or shares of common stock valued at the higher of $1.00 or 100% of the value weighted average price of our share price for the twenty consecutive trading dates prior to the
dividend payment date. It is our intent to make the dividend payments with shares of common stock.

During 2009, we issued
900,000 shares of Series B-1 Convertible Preferred Stock and 1,330,000 shares of Series B-2 Convertible Preferred Stock, which pay dividends at the rate of 12% per share per annum payable, at our option, in cash or Common Stock valued at $0.50
as amended in August 2009. It is our intent to make the dividend payments with shares of common stock.



|Item 6. | Selected Consolidated Financial Data
|------- | ------------------------------------

The information called for by this Item is not applicable to us because we are a smaller reporting company.



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

In addition to historical information, the following Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements as defined under federal securities laws and is subject to the safe harbor created therein for forward-looking statements. Such statements include, but are not limited to, statements concerning our
anticipated operating results, research and development, clinical trials, regulatory proceedings, and financial resources, and can be identified by use of words such as, for example, anticipate, estimate, expect,
project, intend, plan, believe and would, should, could or may. Forward-looking statements are based on current expectations, estimates and projections
about the industry and markets in which Pro-Pharmaceuticals operates, and managements beliefs and assumptions. These statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties are related to, without limitation, our early stage of development, our dependence on outside capital, uncertainties of our
technology and clinical trials, intellectual property litigation, uncertainties of regulatory approval requirements for our products, competition and stock price volatility in the biotechnology industry, limited trading volume for our stock,
concentration of ownership of our stock, and other risks detailed herein and from time to time in our SEC reports. The following discussion should be read in conjunction with the accompanying consolidated financial statements and notes thereto of
Pro-Pharmaceuticals appearing elsewhere herein.

Overview

We are a development-stage company engaged in the discovery and development of therapeutics that target Galectin receptors that we believe enhance existing cancer treatments. We believe our therapeutics
could also be used in the treatment of liver, microbial and inflammatory diseases. All of our products are presently in development, including pre-clinical and clinical trials.

Since our inception on July 10, 2000, our primary focus has been the development of a new generation of anti-cancer
treatments using polysaccharide polymers which are designed to increase survival and improve the quality of life for cancer patients. Our lead product candidate, DAVANAT®, is a patented, new chemical entity that we believe, when administered in combination with chemotherapy or biolgics, increases efficacy while reducing adverse side
effects of the chemotherapy. We hold the patent on DAVANAT®, which was invented by company founders David Platt,
Ph.D., our former Chief Executive Officer, and Anatole Klyosov, Ph.D., our Chief Scientist.

On January 29, 2010 and
March 8, 2010, we completed closings for gross proceeds of $325,000 and $335,000, respectively, (net cash proceeds of $308,00 and $322,000, respectively) of Series B-2 redeemable convertible preferred stock (Series B-2) for a total
of 162,500 and 167,500 shares, respectively, of Series B-2 and warrants to purchase shares of common stock. We believe that with the funds from the January 29 and March 8, 2010 closings of the Series B-2 and unrestricted cash on hand of
$251,000 at December 31, 2009, there is sufficient cash to fund operations into April 2010. We will require more cash to fund our operations and believe we will be able to obtain additional financing. However, there can be no assurance that we
will be successful in obtaining such new financing or, if available, that such financing will be on terms favorable to us. If we are unsuccessful in raising additional capital before the end of April 2010, we may be required to cease operations or
seek bankruptcy protection. In light of our current financial position and the uncertainty of raising sufficient capital to achieve our business plan, there is substantial doubt about our ability to continue as a going concern.

Development of DAVANAT® Technology

In
2002, the FDA granted an Investigational New Drug (IND) application for us to administer DAVANAT® in
combination with 5-FU to treat late-stage cancer patients with solid tumors. 5-FU is FDA-approved, and one of the most widely used chemotherapies for treatment of various types of cancer, including colorectal, breast and gastrointestinal. We believe
that using DAVANAT® in combination with 5-FU enables greater absorption of the chemotherapy in cancer cells
while reducing its toxic side effects.



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The FDA also has granted us an IND for DAVANAT® to be administered with Avastin®, 5-FU and leucovorin in a combination therapy to treat early-stage colorectal cancer patients and an IND for DAVANAT® to be administered with 5-FU to treat early stage bile duct cancer patients. In addition, the FDA also has granted us, on a case-by-case basis, the
ability to treat patients with breast cancer in response to physicians requests for so-called compassionate use.

To date, DAVANAT® has been administered to approximately 100 cancer
patients. Data from a Phase II trial for end-stage colorectal cancer patients showed that DAVANAT® in
combination with 5-FU extended median survival to 6.7 months with significantly reduced side effects, as compared to 4.6 months for best standard of care as determined by the patients physicians. These clinical trials also showed that patients
experienced fewer adverse side effects of the chemotherapy and required less hospitalization.

Our
pre-clinical and clinical trial data also show that DAVANAT® is well tolerated, safe and non-toxic.

We believe, based on the outcome of our clinical trials to date, that DAVANAT® when co-administered with 5-FU or biological drugs is superior to the current standard of care. We also plan to file
NDAs for DAVANAT® in combination with other chemotherapeutics and biologics. Biologics are therapeutic products
based on materials derived from living materials.

According to its published guidance, the FDA initially determines whether a
NDA filing is complete for purposes of allowing a review, and, if allowed, then determines whether to approve the NDA, a process that takes six or ten months. Upon approval, an applicant may commence commercial marketing and distribution of the
approved products. We have retained Camargo Pharmaceutical Services, LLC for regulatory support of our submission with the FDA. Camargos expertise in regulatory affairs and submissions includes the preparation and submission of NDAs.

In May 2008, we submitted a Drug Master File (DMF) for DAVANAT® to the FDA. This is an important step toward the filing of our DAVANAT® NDA because a DMF contains confidential detailed information in support of the NDA about facilities, processes or articles used in the chemistry,
manufacturing, controls, processing, packaging, and storing or stability of drugs. We believe the DMF represents a significant milestone in our eventual commercialization of DAVANAT® because it demonstrates our ability to produce commercial quantities of pharmaceutical-grade DAVANAT® under current Good Manufacturing Process (cGMP) standards. A DMF can be cross-referenced by potential partners to use in combination with other therapies
to expedite clinical studies and submission of NDAs.

In September 2008, we submitted a clinical and
pre-clinical package to the FDA in support of our DAVANAT® NDA. The FDA reported to us in its minutes for the
December 22, 2008 meeting that we will be required to conduct a Phase III trial to demonstrate superiority to the best standard of care for late stage colorectal cancer patients. As part of the Phase III trial, we plan to open the study to
conduct a pharmacokinetic (PK) analysis of approximately 60 patients, which may allow us to file an NDA for DAVANAT® as an adjuvant when administered with 5-FU. The Company expects to enroll approximately 300 patients in the Phase III trial. Adjuvants are pharmacological or immunological agents that modify the effect of other agents, such as drugs or
vaccines.

Following a hearing with the NYSE Alternext US on December 23, 2008, our appeal of an earlier delisting notice
was denied and our common stock ceased to trade on this exchange as of the close of trading on January 9, 2009. On January 21, 2009, our common stock began trading on the OTC Bulletin Board under the symbol PRWP.OB.



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Results of Operations from the Years Ended December 31, 2009 and 2008

Research and Development Expense



|                         |  |                          |       |                          |   |          |  |   |          |   |  |     |   
|------------------------ |  | ------------------------ | ----- | ------------------------ | - | -------- |  | - | -------- | - |  | --- | --
|                         |  | Year endedDecember 31,   |       | 2009 as Compared to 2008 |  
|                         |  | 2009                     |       | 2008                     |   | $ Change |  |   | % Change |  
|                         |  | (In thousands, except %) |      
|Research and development |  | $                        | 1,110 |                          | $ | 1,774    |  | $ | (664     | ) |  | (37 | )%

We generally categorize research and development expenses as either direct external expense, comprised of amounts paid to third party vendors for services, or all other expenses, comprised of employee payroll and general overhead allocable
to research and development. We subdivide external expenses between clinical programs and pre-clinical activities. We consider a clinical program to have begun upon acceptance by the FDA, or similar agency outside of the United States, to commence a
clinical trial in humans, at which time we begin tracking expenditures by the product candidate. We have one product candidate  DAVANAT®  in clinical trials at this time. Clinical program expenses comprise payments to vendors related to preparation for, and conduct of, all phases of the clinical
trial, including costs for drug manufacture, patient dosing and monitoring, data collection and management, oversight of the trials and reports of results. Pre-clinical expenses comprise all research and development amounts incurred before human
trials begin, including payments to vendors for services related to product experiments and discovery, toxicology, pharmacology, metabolism and efficacy studies, as well as manufacturing process development for a drug candidate.

Our research and development expenses for the years ended December 31, 2009 and 2008 were as follows:



|                                            |  |                        |       |      |   |      
|------------------------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                                            |  | Year EndedDecember 31,
|                                            |  | 2009                   |       | 2008
|                                            |  | (in thousands)        
|Direct external expenses:                   |  |                        |       |      |   |      
|Clinical programs                           |  | $                      | 114   |      | $ | 244  
|Pre-clinical activities                     |  |                        | 310   |      |   | 681  
|All other research and development expenses |  |                        | 686   |      |   | 849  
|                                            |  |                        |       |      |   |      
|                                            |  | $                      | 1,110 |      | $ | 1,774
|                                            |  |                        |       |      |   |      

Clinical program and pre-clinical
expenses for the year ended December 31, 2009, decreased compared to the same periods in 2008, due primarily to overall lower activity as a result of cost containment measures. Specifically, the overall decrease for the year ended
December 31, 2009 as compared to 2008, is due to decreased stock-based compensation ($173,000), decreased compensation ($47,000) and decreased direct external expenses related to clinical programs and pre-clinical activities ($501,000). Also,
during 2008, we incurred costs related to the filing of our DAVANAT® Drug Master File with the FDA as well as
expenses related to our Phase II colorectal and biliary cancer trials which were not incurred during 2009. We expect to initiate a Phase III trial as soon as we are able to raise sufficient additional funds which will serve to increase our research
and development expense.

Both the time required and costs we may incur in order to commercialize a drug candidate that would
result in material net cash inflow are subject to numerous variables, and therefore we are unable at this stage of our development to forecast useful estimates. Variables that make estimates difficult include the number of clinical trials we may
undertake, the number of patients needed to participate in the clinical trial, patient recruitment uncertainties, trial results as to the safety and efficacy of our product, and uncertainties as to the regulatory agency response to our trial data
prior to receipt of marketing approval. Moreover, the FDA or other regulatory agencies may suspend clinical trials if we or an agency believes patients in the trial are subject to unacceptable risks, or find deficiencies in the conduct of the
clinical trial. Delays or rejections may also occur if governmental



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regulation or policy changes during our clinical trials or in the course of review of our clinical data. Due to these uncertainties, accurate and meaningful estimates of the ultimate cost to
bring a product to market, the timing of costs and completion of our program and the period during which material net cash inflows will commence are unavailable at this time.

General and Administrative Expense



|                           |  |                          |       |                          |   |          |  |          |       |  |    |  
|-------------------------- |  | ------------------------ | ----- | ------------------------ | - | -------- |  | -------- | ----- |  | -- | -
|                           |  | Year endedDecember 31,   |       | 2009 as Compared to 2008 |  
|                           |  | 2009                     |       | 2008                     |   | $ Change |  | % Change |      
|                           |  | (In thousands, except %) |      
|General and administrative |  | $                        | 4,983 |                          | $ | 3,552    |  | $        | 1,431 |  | 40 | %

General and
administrative expenses consist primarily of salaries including stock based compensation, legal and accounting fees, insurance, investor relations, business development and other office related expenses. The primary reason for the increased expense
during the year ended December 3, 2009 as compared to 2008 is due to increased business development expenses ($172,000) as we increased our business development efforts, increased stock-based compensation in the form of employee options
($827,000) and increased compensation costs ($765,000) due primarily to the recognition of severance obligations related to the departure of our former chief executive officer. These expense increases were offset by decreased legal and accounting
costs ($243,000).

Other Income and Expense

Other income and expense for the years ended December 31, 2009 and 2008 was a loss of $1,369,000 and a gain of $2,175,000, respectively,
due primarily to the change in fair value of warrant liabilities.

Liquidity and Capital Resources

As described above in the Overview and elsewhere in this Annual Report on Form 10-K, we are in the development stage and have not generated
any revenues. Since our inception on July 10, 2000, we have financed our operations from proceeds of public and private offerings of debt and equity. As of December 31, 2009, we raised a net total of $43.4 million from these offerings. At
December 31, 2009, we had $251,000 of unrestricted cash and cash equivalents available to fund future operations.

On
January 29, 2010 and March 8, 2010, we completed closings for gross proceeds of $325,000 and $335,000, respectively, (net cash proceeds of $308,00 and $322,000, respectively) of Series B-2 redeemable convertible preferred stock
(Series B-2) for a total of 162,500 and 167,500 shares, respectively, of Series B-2 and warrants to purchase shares of common stock. We believe that with the funds from the January 29 and March 8, 2010 closings of the Series
B-2 and cash on hand at December 31, 2009, there is sufficient cash to fund operations into April 2010. We will require more cash to fund our operations and believe we will be able to obtain additional financing. However, there can be no
assurance that we will be successful in obtaining such new financing or, if available, that such financing will be on terms favorable to us. We are actively seeking to raise additional capital and have significantly reduced our administrative and
clinical spending. If we are unsuccessful in raising additional capital before the end of April 2010, we may be required to cease operations or seek bankruptcy protection. In light of our current financial position and the uncertainty of raising
sufficient capital to achieve our business plan, there is substantial doubt about our ability to continue as a going concern. Net cash used in operations decreased by $778,000 to $3,887,000 for 2009, as compared to $4,665,000 for 2008. Cash
operating expenses decreased principally due to decreased research and development activities and cost containment measures during the period which required overall lower cash expenditures.

No cash was provided by or used in investing activities during 2009, essentially unchanged from the same period in 2008.



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Net cash provided by financing activities was $3,820,000 during 2009 as compared to
$3,655,000 during 2008, due primarily to the transactions described below.

On February 12, 2009, the initial closing
date under the purchase agreement with 10X Fund LP, the Company issued and sold: (i) 900,000 shares of Series B-1 convertible preferred stock (Series B-1 redeemable convertible preferred stock or Series B-1) convertible
into 3,600,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 1,800,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 1,800,000 shares of common stock; and (iv) Class B
warrants exercisable to purchase 7,200,000 shares of common stock. Net cash proceeds from the closing of this offering was $1,548,000. Concurrent with the closing of the Series B-1 transaction, we repaid an investor $200,000 of advances received in
2008.

During 2009, in a series of closings, the Company issued and sold to 10X Fund, LP an aggregate of: (i) 1,330,000
shares of Series B-2 convertible preferred stock (Series B-2 redeemable convertible preferred stock or Series B-2) convertible into 5,320,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase
2,660,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 2,660,000 shares of common stock; and (iv) Class B warrants exercisable to purchase 10,640,000 shares of common stock. Net proceeds from these closings
were $2,472,000 in 2009.

Payments Due Under Contractual Obligations

The following table summarizes the payments due under our contractual obligations at December 31, 2009, and the effect such obligations
are expected to have on liquidity and cash flow in future periods:



|                                                 |  |                                       |     |                 |   |           |  |           |     |                  |   |   |  |   |  
|------------------------------------------------ |  | ------------------------------------- | --- | --------------- | - | --------- |  | --------- | --- | ---------------- | - | - |  | - | -
|                                                 |  | Payments due by period (in thousands)
|Contractual Obligations                          |  | Total                                 |     | Less than1 year |   | 1-3 years |  | 3-5 years |     | More than5 years
|Operating leases                                 |  | $                                     | 434 |                 | $ | 267       |  | $         | 167 |                  | $ |  |  | $ | 
|Separation agreement                             |  |                                       | 434 |                 |   | 154       |  |           | 280 |                  |   |  |  |   | 
|                                                 |  |                                       |     |                 |   |           |  |           |     |                  |   |   |  |   |  
|Total payments due under contractual obligations |  | $                                     | 868 |                 | $ | 421       |  | $         | 447 |                  | $ |  |  | $ | 
|                                                 |  |                                       |     |                 |   |           |  |           |     |                  |   |   |  |   |  

Operating leases.    On
May 1, 2006, we entered into an operating lease for office space. The lease commenced on August 11, 2006, and extends for five years and terminates on September 30, 2011. The lease provides for annual base rental payments of $235,000
in the first year, increasing in each subsequent lease year to $244,000, $253,000, $263,000 and $273,000, respectively. In addition to base rental payments included in the contractual obligations table above, we are responsible for our pro-rata
share of increases in the operating expenses for the building after calendar year 2006 and taxes for the building after fiscal year 2007. We have the option to extend the term of the lease for an additional five year period at the prevailing market
rate at the time of exercise. In connection with this lease, a commercial bank has issued a letter of credit collateralized by cash we have on deposit with the bank of $59,000. Additionally, we have a non-cancellable lease for a car, for our former
chief executive officer, which expires in January 2011 and which is included in the severance agreement line of the contractual obligations table.

Separation agreement.    In February 2009, we entered into a Separation Agreement in connection with the resignation of David Platt, Ph.D., our former Chief Executive Officer
and Chairman of the Board of Directors. The Separation Agreement provides that we shall continue to pay Dr. Platt his current salary at a monthly rate of $21,667 for 24 months and that we may defer payment of a portion of such salary amounts
greater than $10,000 per month (so long as Dr. Platt does not receive payments of less than the salary payments being made to the Companys Chief Executive Officer). However, all deferred amounts will continue to accrue and will be payable
on the earlier of (i) the Company receiving a minimum of $4.0 million of funding after February 12, 2009, or (ii) February 12, 2011. We also agreed to continue to (i) provide health and dental insurance benefits to
Dr. Platt, until the first to occur of February 12, 2011 or the date Dr. Platt and his family become eligible to receive health



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and dental insurance benefits under the plans of a subsequent employer and (ii) make the current monthly lease payments on his automobile until February 12, 2011. We recognized the full
amount of the salary, health insurance and automobile during the first quarter of 2009. The remaining liability related to this severance is reflected in accrued expenses ($154,000) and in Other long-term liabilities ($280,000) on our Consolidated
Balance Sheet at December 31, 2009.

The Separation Agreement provides for the deferral of a $1.0
million severance payment due to Dr. Platt under his employment agreement until the occurrence of any of the following milestone events: (i) the approval by the Food and Drug Administration for a new drug application (NDA) for
any drug candidate or drug delivery candidate based on the DAVANAT® technology (whether or not such technology
is patented); (ii) consummation of a transaction with a pharmaceutical company expected to result in at least $10.0 million of equity investment or $50 million of royalty revenue to the Company; or (iii) the renewed listing of our
securities on a national securities exchange. Payment upon the events (i) and (iii) may be deferred up to nine months, and if we have insufficient cash at the time of any of such events, we may issue Dr. Platt a secured promissory
note for such amount. If we file a voluntary or involuntary petition for bankruptcy, whether or not a milestone event has occurred, such event shall trigger our obligation to pay the $1.0 million with the result that Dr. Platt may assert a
claim for such obligation against the bankruptcy estate. Due to the uncertainties regarding the achievement of any of the milestones as described, we have not accrued for the $1.0 million severance as of December 31, 2009. When it is deemed
probable that one of the milestone events will be achieved, we will then recognize the $1.0 million severance at that time.

The Separation Agreement also provides that upon (i) the consummation of a transaction with a pharmaceutical company expected to result in at least $10.0 million of equity investment or $50.0 million
of royalty revenue, we will grant Dr. Platt fully vested cashless-exercise stock options exercisable to purchase at least 300,000 shares of our common stock for ten (10) years at an exercise price not less than the fair market value of the
Common Stock determined as of the date of the grant and (ii) approval by the FDA of the first NDA for any of our drug or drug delivery candidates based on DAVANAT® technology (whether or not such technology is patented), we will grant Dr. Platt fully vested cashless stock option with identical terms to purchase at least
500,000 shares of common stock. Due to the uncertainties regarding the achievement of any of the milestones as described, we have not recognized the value of the unissued stock options as of December 31, 2009. When it is deemed probable that
one of the milestone events will be achieved, we will then recognize the expense related to the issuance of the stock options at that time based on the then current fair value.

Other.    We have engaged outside vendors for certain services associated with our clinical trials. These
services are generally available from several providers and, accordingly, our arrangements are typically cancellable on 30 days notice.

We have engaged outside vendors for certain services associated with our clinical trials. These services are generally available from several providers and, accordingly, our arrangements are typically
cancellable on 30 days notice.

Off-Balance Sheet Arrangements

We have not created, and are not a party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring
debt or operating parts of our business that are not consolidated into our financial statements. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to
materially affect our liquidity or the availability of capital resources.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included elsewhere in this
annual report on Form 10-K. Certain of our accounting policies, however,



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are critical to the portrayal of our financial position and results of operations and require the application of significant judgment by our management, which subjects them to an inherent degree
of uncertainty. In applying our accounting policies, our management uses its best judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Our more significant estimates include stock option and warrant
liability valuations and performance vesting features of certain of these instruments, useful lives and potential impairment of property and equipment and intangible assets, accrued liabilities, deferred income taxes and cash flow. These estimates
are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information available from other outside sources, and on various other factors that we believe to be appropriate under the circumstances.
We believe that the critical accounting policies discussed below involve more complex management judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related asset, liability, revenue and expense
amounts.

Intangible Assets.    Intangible assets include patent costs, consisting primarily of
related legal fees, which are capitalized as incurred and amortized over an estimated useful life of five years from issuance. We review the intangible assets for potential impairment on an annual basis or whenever events or changes in circumstances
indicate that the asset may be impaired.

Accrued Expenses.    As part of the process of preparing
our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost
incurred on these services as of each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include contract service fees in conjunction with pre-clinical and clinical trials, professional service fees,
such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to
the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting
period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the
facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.

Warrants.    We have issued common stock warrants in connection with the execution of certain equity and debt financings and consulting agreements. Certain warrants are accounted for as derivative liabilities at
fair value. Such warrants do not meet the criteria that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders equity. Changes in fair value of derivative
liabilities are recorded in the consolidated statement of operations under the caption Change in fair value of warrant liabilities. Warrants that are not considered derivative liabilities are accounted for at fair value at the date of
issuance in additional paid-in capital. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest
rates at each period end.

Stock-Based Compensation.    Through December 31, 2005, we
accounted for stock-based compensation to employees and non-employee directors under the intrinsic value method under which no compensation expense was recognized for stock options granted at fair market value and with fixed terms. On
January 1, 2006, we adopted rules requiring companies to recognize stock-based compensation awards as compensation expense on a fair value method. These rules were adopted using the modified prospective method, which applied the rules to the
consolidated financial statements on a going-forward basis. Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the service
period, which generally represents the vesting period. For awards that have performance based vesting conditions we recognize the expense over the estimated period that the awards are expected to be earned. We use the Black-Scholes option-pricing
model to calculate the grant date fair value of stock options. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited. Previously, we recorded the impact of forfeitures as they
occurred.



27



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Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification (the
Codification) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with U.S. GAAP. While the adoption of the Codification as
of September 30, 2009 changes how the Company references accounting standards, the adoption did not have an impact on its financial position, results of operations, or cash flows.

On January 1, 2009, the principles and requirements for how an acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired were revised. Disclosure requirements were also established, which will enable financial statement users to
evaluate the nature and financial effects of business combinations. Among other things, the amendments to the accounting principles and requirements expand the definitions of a business and business combination, require recognition of contingent
consideration at fair value on the acquisition date and require acquisition-related transaction costs to be expensed as incurred. The adoption of these amendments did not have a significant impact on the Companys financial position, results of
operations, or cash flows.

On January 1, 2009, the Company adopted the fair value measurements and disclosures
provisions for nonfinancial assets and nonfinancial liabilities, which were previously deferred. These provisions establish a framework for measuring fair value and expand financial statement disclosures about fair value measurements. Items to which
these provisions apply include nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities, or recurring fair value measurements of nonfinancial assets and nonfinancial liabilities, which are not disclosed at fair value
in the consolidated financial statements. The Company did not have nonfinancial assets or nonfinancial liabilities covered by these provisions which required remeasurement upon adoption or during the year ended December 31, 2009, and therefore
there was no impact of adoption on its financial position, results of operations, or cash flows.

On January 1, 2009, the
Company adopted the accounting standard for ownership interests in subsidiaries held by parties other than the parent, which establishes accounting for the amount of consolidated net income attributable to the parent and to the noncontrolling
interest, changes in a parents ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. This accounting standard also establishes reporting requirements that provide enhanced
disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The impact of adopting this accounting standard on the Companys financial position, results of operations,
and cash flows was not significant.

On January 1, 2009, the Company adopted amendments to the accounting standard
addressing derivatives and hedging. The amendments change the disclosure requirements for derivative instruments and hedging activities, requiring enhanced disclosures about how and why an entity uses derivative instruments, how instruments are
accounted for under U.S. GAAP, and how derivatives and hedging activities affect an entitys financial position, financial performance and cash flows. The adoption of these amendments required additional disclosure only, and therefore did not
have an impact on the Companys financial position, results of operations, or cash flows.

On January 1, 2009, the
Company adopted amendments to the accounting standard addressing intangibles, goodwill and other assets. The amendments provided new guidance to improve the consistency between the useful life of a recognized intangible asset and the period of
expected cash flows used to measure the fair value of the asset under U.S. GAAP. The adoption of these amendments did not have a significant impact on the Companys financial position, results of operations, or cash flows.



28



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##### Table of Contents

On June 30, 2009, the Company adopted amendments to the accounting standard for
financial instruments. The amendments require disclosures about the fair value of financial instruments in interim as well as in annual financial statements. The adoption of these amendments has resulted in additional disclosures only in the
Companys interim financial statements, and therefore did not impact its financial position, results of operations or cash flows.

On June 30, 2009, the Company adopted amendments to the accounting standard addressing subsequent events. The amendments provide guidance to establish general standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued. The amendments require entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected.
This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The amendments required additional disclosures only, and therefore
did not have an impact on our financial position, results of operations, or cash flows. The Company has evaluated events and transactions that occurred between December 31, 2009 and March 12, 2010, which is the date the consolidated financial
statements were issued, for possible disclosure and recognition in the financial statements.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

The financial statements required by this item are attached to this Annual Report on Form 10-K beginning on Page F-1.



|Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule
13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2009. Our management has concluded, based on their evaluation, our disclosure controls and procedures were effective as of December 31, 2009 to
ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules
and forms.

(b) Managements Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in
Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, a companys principal executive and principal financial officers and effected by a companys board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. It includes those policies and procedures that:

a) Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the assets of a company;

b) Provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of a company are being made only in accordance
with authorizations of management and the board of directors of the company; and



29



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##### Table of Contents

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a companys assets that could have a material effect on its financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Companys management has used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, to evaluate the effectiveness of
the Companys internal control over financial reporting. Management has selected the COSO framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board, that is free from bias,
permits reasonably consistent qualitative and quantitative measurement of the Companys internal controls, is sufficiently complete so that relevant controls are not omitted, and is relevant to an evaluation of internal controls over financial
reporting.

Management conducted an evaluation of internal controls based on the COSO framework. The evaluation included a
full scale, documented risk assessment, based on the principles described in the framework, and included identification of key controls. Management completed documentation of its testing to verify the effectiveness of the key controls. Based on
the evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2009.

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

(c) Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fourth quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------

None.



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##### Table of Contents

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

The information required by this Item will be contained in our definitive Proxy Statement to be filed with the Securities and Exchange
Commission, or SEC, in connection with our 2010 Annual Meeting of Stockholders which is scheduled to be held on May 25, 2010 (the 2010 Proxy Statement) under the captions Election of Directors, Board of Directors
Meetings and Committees of the Board, Executive Officers and Section 16(a) Beneficial Ownership Reporting Compliance and is incorporated herein by reference.

We have adopted a Code of Ethics that applies to all our directors, officers and employees. The Code of Ethics is publicly available on our
website at www.pro-pharmaceuticals.com. Amendments to the Code of Ethics and any grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable SEC rules will be disclosed on our website.



|Item 11. | Executive Compensation
|-------- | ----------------------

The information required by this Item will be incorporated by reference from the information under the caption Compensation of Named Executive Officers contained in our 2010 Proxy Statement.



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

The information required by this item will be incorporated by reference from the information under the caption Security Ownership of
Certain Beneficial Owners and Management contained in our 2010 Proxy Statement.



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

The information required by this item will be incorporated by reference from the information under the caption Certain Relationships
and Related Transactions contained in our 2010 Proxy Statement.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

The information required by this item will be incorporated by reference from the information under the captions Audit Fees, Audit-Related Fees, Tax Fees, All
Other Fees and Pre-Approval Policies and Procedures contained in our 2010 Proxy Statement.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



| | (a) 1. | Consolidated Financial Statements
| | ------ | ---------------------------------



| |  | The Consolidated Financial Statements are filed as part of this report.
| |  | -----------------------------------------------------------------------



| | 2. | Consolidated Financial Statement Schedules
| | -- | ------------------------------------------



| |  | All schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the Consolidated
Financial Statements or notes thereto.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits
| | -- | --------



|               |  |                                                                                                                                                                                                                                                                                                      |  |              
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                              |  | NoteReference
|3.1            |  | Articles of Incorporation of Pro Pharmaceuticals, Inc., dated January 23, 2001, as filed with the Secretary of State of the
State of Nevada.                                                                                                                                                         |  | 1            
|               |  |                                                                                                                                                                                                                                                                                                     
|3.2            |  | Certificate of Amendment to Articles of Incorporation of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the
State of Nevada on May 28, 2004.                                                                                                                                     |  | 2            
|               |  |                                                                                                                                                                                                                                                                                                     
|3.3            |  | Certificate of Designation of Preferences, Rights and Limitations of Series A 12% Convertible Preferred Stock of Pro
Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Nevada on October 5, 2007.                                                                          |  | 3            
|               |  |                                                                                                                                                                                                                                                                                                     
|3.4            |  | Certificate of Amendment to Articles of Incorporation of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the
State of Nevada on May 29, 2008.                                                                                                                                     |  | 4            
|               |  |                                                                                                                                                                                                                                                                                                     
|3.5            |  | Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock and Series B-2
Convertible Preferred Stock of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Nevada on February 11, 2009.                               |  | 5            
|               |  |                                                                                                                                                                                                                                                                                                     
|3.6            |  | Certificate of Amendment to Articles of Incorporation of Pro Pharmaceuticals, Inc., as filed with the Secretary of State of the
State of Nevada on May 27, 2009.                                                                                                                                     |  | 24           
|               |  |                                                                                                                                                                                                                                                                                                     
|3.7            |  | Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible
Preferred Stock and Series B-2 Convertible Preferred Stock of Pro-Pharmaceuticals, Inc., as filed with the secretary of State of the State of Nevada on August 12, 2009. |  | 25           
|               |  |                                                                                                                                                                                                                                                                                                     
|3.8            |  | Certificate of Amendment No. 2 to the Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible
Preferred Stock and Series B-2 Convertible Preferred Stock, as filed with the State of Nevada, on February 17, 2010.                                               |  | 26           
|               |  |                                                                                                                                                                                                                                                                                                     
|3.9            |  | Amended and Restated Bylaws of Pro Pharmaceuticals, Inc.                                                                                                                                                                                                                                             |  | 6            
|               |  |                                                                                                                                                                                                                                                                                                     
|3.10           |  | Amendment to Amended and Restated Bylaws of Pro-Pharmaceuticals, Inc.                                                                                                                                                                                                                                |  | 7            
|               |  |                                                                                                                                                                                                                                                                                                     
|4.1            |  | Specimen certificate for shares of common stock of registrant.                                                                                                                                                                                                                                       |  | 8            
|               |  |                                                                                                                                                                                                                                                                                                     
|4.2            |  | Form of Class A-1 Common Stock Purchase Warrant                                                                                                                                                                                                                                                      |  | 5            
|               |  |                                                                                                                                                                                                                                                                                                     
|4.3            |  | Form of Class A-2 Common Stock Purchase Warrant                                                                                                                                                                                                                                                      |  | 5            
|               |  |                                                                                                                                                                                                                                                                                                     
|4.4            |  | Form of Class B Common Stock Purchase Warrant                                                                                                                                                                                                                                                        |  | 5            
|               |  |                                                                                                                                                                                                                                                                                                     
|10.1           |  | Pro-Pharmaceuticals, Inc. 2001 Stock Incentive Plan.                                                                                                                                                                                                                                                 |  | 9            



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |              
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | NoteReference
|10.2           |  | Pro-Pharmaceuticals, Inc. 2003 Non-employee Director Stock Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 10           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.3           |  | Employment Agreement, effective January 2, 2004, between Pro Pharmaceuticals, Inc. and David Platt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 11           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.4           |  | Form of Incentive Stock Option Agreement (under the 2001 Stock Incentive Plan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 12           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.5           |  | Form of Non-Qualified Stock Option Agreement (under the 2001 Stock Incentive Plan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 12           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.6           |  | Form of Non-Qualified Stock Option Agreement (under the 2003 Non-Employee Director Stock Incentive Plan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 12           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.7           |  | Form of 7% Convertible Debenture issued on February 14, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 13           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.8           |  | Securities Purchase Agreement dated February 14, 2006, among Pro-Pharmaceuticals, Inc. and the Purchasers named therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 13           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.9           |  | Registration Rights Agreement dated February 14, 2006, among Pro-Pharmaceuticals, Inc. and the Purchasers named therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 13           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.10          |  | Form of Common Stock Purchase Warrant issued on February 14, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 13           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.11          |  | Office Lease Agreement dated May 2, 2006 between NS 5/27 Acquisition LLC, landlord, and Pro Pharmaceuticals, Inc., tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 14           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.12          |  | Waiver and Exchange Agreement dated March 21, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 15           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.13          |  | Employment Agreement effective October 1, 2007 between Theodore D. Zucconi, President, and Pro Pharmaceuticals,
Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 16           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.14          |  | Employment Agreement dated May 1, 2003 between Anthony D. Squeglia, and Pro-Pharmaceuticals, Inc. filed upon succession as
Chief Financial Officer effective October 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 17           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.15          |  | Form of Securities Purchase Agreement for units of Series A 12% Convertible Preferred Stock and Common Stock Purchase Warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 3            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.16          |  | Form of Registration Rights Agreement entered into pursuant to Securities Purchase Agreement identified as Exhibit
10.15                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 3            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.17          |  | Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement identified as Exhibit
10.15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 3            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.18          |  | Form of Common Stock Purchase Warrant issued pursuant to Securities Purchase Agreement identified as Exhibit
10.15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 3            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.19          |  | Amended and Restated Employment Agreement dated December 20, 2007 between Anthony D. Squeglia and Pro Pharmaceuticals, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 18           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.20          |  | Amended and Restated Employment Agreement dated December 19, 2007 between Theodore D. Zucconi and Pro Pharmaceuticals, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 19           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.21          |  | Securities Purchase Agreement dated February 14, 2008 between Pro Pharmaceuticals, Inc. and Alpha Capital, Rockmore
Investment Master Fund, Ltd., Iroquois Master Fund, Ltd., Cranshire Capital, L.P., Hudson Bay Fund, L.P., Hudson Bay Overseas Fund, Ltd., Truk International Fund, L.P., Truk Opportunity Fund, LLC, ICM Business Trust, Ionic Capital Master Fund, Ltd.,
Highbridge Capital Management, LLC, Portside Growth & Opportunity Fund, Millenium Partners, L.P., Peter Hauser, Peter L. Hauser IRA, Enable Growth Partners L.P., George Macricostas, CAMOFI Master LDC, Cougar Trading, LLC, Brio Capital L.P.,
Fairfield Investments. |  | 20           



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|               |  |                                                                                                                                                                       |  |              
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit Number |  | Description of Document                                                                                                                                               |  | NoteReference
|10.22          |  | Form of Common Stock Purchase Warrant issued on February 25, 2008.                                                                                                    |  | 20           
|               |  |                                                                                                                                                                      
|10.23          |  | Placement Agent Agreement dated February 12, 2008 between Maxim Group LLC and Pro Pharmaceuticals, Inc.                                                               |  | 20           
|               |  |                                                                                                                                                                      
|10.24          |  | Amended and Restated Employment Agreement dated January 23, 2009 between Anthony D. Squeglia and Pro Pharmaceuticals, Inc.                                            |  | 21           
|               |  |                                                                                                                                                                      
|10.25          |  | Amended and Restated Employment Agreement dated January 23, 2009 between Maureen Foley and Pro Pharmaceuticals,
Inc.                                                  |  | 21           
|               |  |                                                                                                                                                                      
|10.26          |  | License Agreement dated November 25, 2008, as amended by letter dated December 15, 2008, between Pro Pharmaceuticals,
Inc. and Medi-Pharmaceuticals, Inc.             |  | 22           
|               |  |                                                                                                                                                                      
|10.27          |  | Securities Purchase Agreement dated February 12, 2009 between Pro Pharmaceuticals, Inc. and 10X Fund, L.P.                                                            |  | 5            
|               |  |                                                                                                                                                                      
|10.28          |  | Form of Class A-1 Common Stock Purchase Warrant issued in connection with Securities Purchase Agreement identified as Exhibit
10.27.                                  |  | 5            
|               |  |                                                                                                                                                                      
|10.29          |  | Form of Class A-2 Common Stock Purchase Warrant issued in connection with Securities Purchase Agreement identified as Exhibit
10.27.                                  |  | 5            
|               |  |                                                                                                                                                                      
|10.30          |  | Form of Class B Common Stock Purchase Warrant issued in connection with Securities Purchase Agreement identified as Exhibit
10.27.                                    |  | 5            
|               |  |                                                                                                                                                                      
|10.31          |  | Promissory Note dated February 12, 2009 issued by Pro Pharmaceuticals, Inc. in favor of 10X Fund, L.P.                                                                |  | 5            
|               |  |                                                                                                                                                                      
|10.32          |  | Security Agreement dated February 12, 2009 between Pro Pharmaceuticals, Inc. and 10X Fund, L.P.                                                                       |  | 5            
|               |  |                                                                                                                                                                      
|10.33          |  | Escrow Agreement dated February 12, 2009 among Pro Pharmaceuticals, Inc., 10X Fund, L.P. and Investment Law Group of
Gillett, Mottern & Walker, LLP, as Escrow Agent. |  | 5            
|               |  |                                                                                                                                                                      
|10.34          |  | Registration Rights Agreement dated February 12, 2009 between Pro Pharmaceuticals, Inc. and 10X Fund, L.P.                                                            |  | 5            
|               |  |                                                                                                                                                                      
|10.35          |  | Technology Transfer and Sharing Agreement dated February 12, 2009 between Pro Pharmaceuticals, Inc. and
Medi-Pharmaceuticals, Inc.                                    |  | 5            
|               |  |                                                                                                                                                                      
|10.36          |  | Consulting Agreement dated February 12, 2009 between Pro Pharmaceuticals, Inc. and Medi-Pharmaceuticals,
Inc.                                                         |  | 5            
|               |  |                                                                                                                                                                      
|10.37          |  | Separation Agreement dated February 12, 2009 between Pro Pharmaceuticals, Inc. and David Platt, Ph.D.                                                                 |  | 5            
|               |  |                                                                                                                                                                      
|10.38          |  | Pro-Pharmaceuticals, Inc. 2009 Incentive Compensation Plan.                                                                                                           |  | 5            
|               |  |                                                                                                                                                                      
|10.39          |  | Form of Restricted Stock Grant Agreement (under the 2009 Incentive Compensation Plan).                                                                                |  | 23           
|               |  |                                                                                                                                                                      
|10.40          |  | Form of Non-Qualified Stock Option Grant Agreement (under the 2009 Incentive Compensation Plan).                                                                      |  | 23           
|               |  |                                                                                                                                                                      
|10.41          |  | Form of Incentive Stock Option Grant Agreement (under the 2009 Incentive Compensation Plan).                                                                          |  | 23           
|               |  |                                                                                                                                                                      
|10.42          |  | Employment Agreement dated May 21, 2009 between Theodore D. Zucconi, Ph.D. and Pro-Pharmaceuticals, Inc.                                                              |  | 24           



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|               |  |                                                                                                                         |  |              
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit Number |  | Description of Document                                                                                                 |  | NoteReference
|10.43          |  | Letter Agreement with 10X Fund, LP dated August 11, 2009.                                                               |  | 25           
|               |  |                                                                                                                        
|10.44          |  | Agreement with the 10X Fund L.P., dated February 11, 2010.                                                              |  | 26           
|               |  |                                                                                                                        
|21.1*          |  | Subsidiaries of Pro Pharmaceuticals, Inc.                                                                               |  |              
|               |  |                                                                                                                        
|23.1*          |  | Consent of Caturano and Company, PC, an independent registered public accounting firm.                                  |  |              
|               |  |                                                                                                                        
|31.1*          |  | Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.                                        |  |              
|               |  |                                                                                                                        
|31.2*          |  | Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.                                        |  |              
|               |  |                                                                                                                        
|32.1**         |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |              
|               |  |                                                                                                                        
|32.2**         |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |              



|* | Filed herewith.
|- | ---------------

|** | Furnished herewith and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|-- | -----------------------------------------------------------------------------------------------------------------

|1. | Incorporated by reference to the Companys Registration Statement on Form 10-SB, as filed with the Commission on June 13, 2001.
|-- | -------------------------------------------------------------------------------------------------------------------------------

|2. | Incorporated by reference to the Companys Quarterly Report on Form 10-Q filed with the Commission on August 16, 2004.
|-- | ----------------------------------------------------------------------------------------------------------------------

|3. | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Commission on October 9, 2007.
|-- | -------------------------------------------------------------------------------------------------------------------

|4. | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Commission on June 2, 2008.
|-- | ----------------------------------------------------------------------------------------------------------------

|5. | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Commission on February 18, 2009.
|-- | ---------------------------------------------------------------------------------------------------------------------

|6. | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Commission on December 17, 2007.
|-- | ---------------------------------------------------------------------------------------------------------------------

|7. | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Commission on April 14, 2008.
|-- | ------------------------------------------------------------------------------------------------------------------

|8. | Incorporated by reference to the Companys Registration Statement on Form S-1 (File No. 333-155491), as filed with the Commission on November 19, 2008.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the quarter ended September 30, 2001 filed with the Commission on
November 14, 2001.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10. | Incorporated by reference to the Companys Registration Statement on Form S-8, as filed with the Commission on October 22, 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|11. | Incorporated by reference to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on
March 30, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12. | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2004 as filed with the Commission on
November 19, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on February 15, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------

|14. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on May 5, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------

|15. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on March 21, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------



35



---

##### Table of Contents

|16. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on September 27, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------

|17. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on October 4, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------

|18. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on December 21, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------

|19. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on December 26, 2007.
|--- | ------------------------------------------------------------------------------------------------------------------------

|20. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on February 19, 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------

|21. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on January 23, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------

|22. | Incorporated by reference to Amendment No. 1 to the Companys Registration Statement on Form S-1 (File No. 333-155491), as filed with the Commission on
February 2, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|23. | Incorporated by reference to the Companys Annual Report on Form 10-K as filed with the Commission on March 30, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------

|24. | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Commission on May 28, 2009.
|--- | ----------------------------------------------------------------------------------------------------------------

|25. | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2009 as filed with the Commission on August 14,
2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|26. | Incorporated by reference to the Companys Current Report on Form 8-K as filed with the Commission on February 17, 2010.
|--- | ------------------------------------------------------------------------------------------------------------------------



36



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##### Table of Contents

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, on March 12, 2010.



PRO-PHARMACEUTICALS, INC.By:

/s/    THEODORE D.
ZUCCONIName: Theodore D. Zucconi, Ph.D.Title: Chief Executive Officer and President


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



|                                                      |  |                                                 |  |               
|----------------------------------------------------- |  | ----------------------------------------------- |  | --------------
|Signature                                             |  | Title                                           |  | Date          
|                                                      |  |                                                
|/s/    THEODORE D. ZUCCONI Theodore D. Zucconi, Ph.D. |  | Chief Executive Officer, President and Director |  | March 12, 2010
|                                                      |  |                                                
|/s/    ANTHONY D. SQUEGLIA Anthony D. Squeglia        |  | Chief Financial Officer                         |  | March 12, 2010
|                                                      |  |                                                
|/s/    JAMES C. CZIRR James C. Czirr                  |  | Executive Chairman and Director                 |  | March 12, 2010
|                                                      |  |                                                
|/s/    ROD D. MARTIN Rod D. Martin                    |  | Vice-Chairman and Director                      |  | March 12, 2010
|                                                      |  |                                                
|/s/    ARTHUR A. GREENBERG Arthur A. Greenberg        |  | Director                                        |  | March 12, 2010
|                                                      |  |                                                
|/s/    S. COLIN NEILL S. Colin Neill                  |  | Director                                        |  | March 12, 2010
|                                                      |  |                                                
|/s/    STEVEN PRELACK Steven Prelack                  |  | Director                                        |  | March 12, 2010
|                                                      |  |                                                
|/s/    GILBERT F. AMELIO Gilbert F. Amelio            |  | Director                                        |  | March 12, 2010
|                                                      |  |                                                
|/s/    PETER TRABER Peter Traber, M.D.                |  | Director                                        |  | March 12, 2010
|                                                      |  |                                                
|/s/    JERALD K. ROME Jerald K. Rome                  |  | Director                                        |  | March 12, 2010



37



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##### Table of Contents

Pro-Pharmaceuticals, Inc.

(A Development Stage Company)

Table of Contents



|                                                                                                                                                                                                                                       |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|1.      Report of Independent Registered Public Accounting Firm                                                                                                                                                                        |  | F-1 
|                                                                                                                                                                                                                                       | 
|2.      Consolidated Balance Sheets as of December 31, 2009 and 2008                                                                                                                                                                   |  | F-2 
|                                                                                                                                                                                                                                       | 
|3.      
Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 and for the cumulative period from inception (July 10, 2000) to December 31, 2009                                                        |  | F-3 
|                                                                                                                                                                                                                                       | 
|4.      
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit for the years ended December 
31, 2009 and 2008 and for the cumulative period from inception (July 10, 2000) to December 31, 2009 |  | F-4 
|                                                                                                                                                                                                                                       | 
|5.      
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008 and for the cumulative period from inception (July 10, 2000) to December 31, 2009                                                        |  | F-10
|                                                                                                                                                                                                                                       | 
|6.      Notes to Consolidated Financial Statements                                                                                                                                                                                     |  | F-11



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Pro-Pharmaceuticals, Inc.

Newton, Massachusetts

We have audited the accompanying consolidated balance sheets of
Pro-Pharmaceuticals, Inc. and subsidiary (a development stage company) (the Company) as of December 31, 2009 and 2008, and the related consolidated statement of operations, changes in redeemable convertible preferred stock and
stockholders deficit, and cash flows for the years then ended, and for the period from inception (July 10, 2000) to December 31, 2009. These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, and for the period from inception (July
10, 2000) to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Companys recurring losses from operations and
stockholders deficit raise substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 8 to the
financial statements, the Company changed the manner in which it accounts for certain warrants effective January 1, 2009.

/s/
Caturano and Company, P.C.

Boston, Massachusetts

March 12, 2010



F-1



---

##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                                                                                            |  | December 31,   |        
|                                                                                                                                                                                                                                                            |  | 2009           |         |   | 2008 |  
|                                                                                                                                                                                                                                                            |  | (in thousands) |        
|ASSETS                                                                                                                                                                                                                                                      |  |                |         |   |      |   |         |  
|Current assets:                                                                                                                                                                                                                                             |  |                |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                                   |  | $              | 251     |   |      | $ | 318     |  
|Prepaid expenses and other current assets                                                                                                                                                                                                                   |  |                | 53      |   |      |   | 62      |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Total current assets                                                                                                                                                                                                                                        |  |                | 304     |   |      |   | 380     |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Property and equipment, net                                                                                                                                                                                                                                 |  |                | 17      |   |      |   | 40      |  
|Restricted cash                                                                                                                                                                                                                                             |  |                | 59      |   |      |   | 59      |  
|Intangible assets, net                                                                                                                                                                                                                                      |  |                | 56      |   |      |   | 225     |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Total assets                                                                                                                                                                                                                                                |  | $              | 436     |   |      | $ | 704     |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT                                                                                                                                                                               |  |                |         |   |      |   |         |  
|Current liabilities:                                                                                                                                                                                                                                        |  |                |         |   |      |   |         |  
|Accounts payable                                                                                                                                                                                                                                            |  | $              | 221     |   |      | $ | 447     |  
|Accrued expenses                                                                                                                                                                                                                                            |  |                | 779     |   |      |   | 380     |  
|Accrued dividends payable                                                                                                                                                                                                                                   |  |                | 52      |   |      |   | 52      |  
|Advances received for equity consideration                                                                                                                                                                                                                  |  |                |        |   |      |   | 200     |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Total current liabilities                                                                                                                                                                                                                                   |  |                | 1,052   |   |      |   | 1,079   |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Warrant liabilities                                                                                                                                                                                                                                         |  |                | 1,633   |   |      |   | 55      |  
|Other long-term liabilities                                                                                                                                                                                                                                 |  |                | 304     |   |      |   | 39      |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Total liabilities                                                                                                                                                                                                                                           |  |                | 2,989   |   |      |   | 1,173   |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Commitments and contingencies (Note 12)                                                                                                                                                                                                                     |  |                |         |   |      |   |         |  
|                                                                                                                                                                                                                                                            |  |               
|Series B-1 12% redeemable convertible preferred stock; 900,000 shares authorized, issued and outstanding at December 31,
2009 and none at December 31, 2008, redemption value: $1,800,000, liquidation value: $1,800,000 at December 31, 2009               |  |                | 1,270   |   |      |   |        |  
|Series B-2 12% redeemable convertible preferred stock; 2,100,000 shares authorized, 1,330,000 issued and outstanding at
December 31, 2009 and none at December 31, 2008, redemption value: $2,660,000, liquidation value of $2,660,000 at December 31, 2009 |  |                | 644     |   |      |   |        |  
|Stockholders deficit:                                                                                                                                                                                                                                      |  |                |         |   |      |   |         |  
|Series A 12% convertible preferred stock; 5,000,000 shares authorized, 1,642,500 and 1,742,500 issued and outstanding at
December 31, 2009 and 2008, respectively                                                                                           |  |                | 664     |   |      |   | 704     |  
|Common stock, $0.001 par value; 300,000,000 and 200,000,000 shares authorized at December 31, 2009 and 2008, respectively,
51,742,090 and 48,052,159 issued and outstanding at December 31, 2009 and 2008, respectively                                     |  |                | 52      |   |      |   | 48      |  
|Additional paid-in capital                                                                                                                                                                                                                                  |  |                | 42,532  |   |      |   | 37,329  |  
|Deficit accumulated during the development stage                                                                                                                                                                                                            |  |                | (47,715 | ) |      |   | (38,550 | )
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Total stockholders deficit                                                                                                                                                                                                                                 |  |                | (4,467  | ) |      |   | (469    | )
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  
|Total liabilities, redeemable convertible preferred stock and stockholders deficit                                                                                                                                                                         |  | $              | 436     |   |      | $ | 704     |  
|                                                                                                                                                                                                                                                            |  |                |         |   |      |   |         |  

See notes to consolidated financial statements.



F-2



---

##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS





|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|------------------------------------------------------------- |  | ---------------------------------------- | ------ | - | -------------------------------------------------------- | - | ------ | - |  | - | ------- | -
|                                                              |  | Year EndedDecember 31,                   |        |   | Cumulativefrominception(July 10,2000) toDecember 31,2009 |  
|                                                              |  | 2009                                     |        |   | 2008                                                     |   |       
|                                                              |  | (in thousands, except per share amounts) |       
|Operating expenses:                                           |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Research and development                                      |  | $                                        | 1,110  |   |                                                          | $ | 1,774  |   |  | $ | 18,465  |  
|General and administrative                                    |  |                                          | 4,983  |   |                                                          |   | 3,552  |   |  |   | 30,990  |  
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Total operating expenses                                      |  |                                          | 6,093  |   |                                                          |   | 5,326  |   |  |   | 49,455  |  
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Total operating loss                                          |  |                                          | (6,093 | ) |                                                          |   | (5,326 | ) |  |   | (49,455 | )
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Other income and (expense):                                   |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Interest income                                               |  |                                          | 3      |   |                                                          |   | 30     |   |  |   | 770     |  
|Interest expense                                              |  |                                          |       |   |                                                          |   |       |   |  |   | (4,451  | )
|Change in fair value of convertible debt instrument           |  |                                          |       |   |                                                          |   |       |   |  |   | (3,426  | )
|Change in fair value of warrant liabilities                   |  |                                          | (1,374 | ) |                                                          |   | 2,145  |   |  |   | 10,787  |  
|Other income                                                  |  |                                          | 2      |   |                                                          |   |       |   |  |   | 2       |  
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Total other income (expense)                                  |  |                                          | (1,369 | ) |                                                          |   | 2,175  |   |  |   | 3,682   |  
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Net loss                                                      |  | $                                        | (7,462 | ) |                                                          | $ | (3,151 | ) |  | $ | (45,773 | )
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Series A 12% preferred stock dividend                         |  |                                          | (209   | ) |                                                          |   | (239   | ) |  |   | (448    | )
|Series B-1 12% preferred stock dividend                       |  |                                          | (204   | ) |                                                          |   |       |   |  |   | (204    | )
|Series B-2 12% preferred stock dividend                       |  |                                          | (137   | ) |                                                          |   |       |   |  |   | (137    | )
|Series B preferred stock accretion                            |  |                                          | (1,280 | ) |                                                          |   |       |   |  |   | (1,280  | )
|Accretion of Series B-2 beneficial conversion feature         |  |                                          | (127   | ) |                                                          |   |       |   |  |   | (127    | )
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Net loss applicable to common stockholders                    |  | $                                        | (9,419 | ) |                                                          | $ | (3,390 | ) |  | $ | (47,969 | )
|                                                              |  |                                          |        |   |                                                          |   |        |   |  |   |         |  
|Basic and diluted net loss per share                          |  | $                                        | (0.20  | ) |                                                          | $ | (0.07  | ) |  |   |         |  
|Shares used in computing basic and diluted net loss per share |  |                                          | 48,274 |   |                                                          |   | 46,815 |   |  |   |         |  

See notes to consolidated financial statements.



F-3



---

##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT

Cumulative
Period From Inception (July 10, 2000) to December 31, 2009

(in thousands except share data)





|                                                                                                                  |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        |            |                          |   |    |                                              |   |                           |   |  |   |   |  |   |      
|----------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- | - | --------------- | - | -------------------------------------- | - | ------------ |  | --------------------- |  | ------ |  | --------------- | - | ------ | ---------- | ------------------------ | - | -- | -------------------------------------------- | - | ------------------------- | - |  | - | - |  | - | -----
|                                                                                                                  |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  | Stockholders Deficit
|                                                                                                                  |  | Series B-1 12%RedeemableConvertiblePreferred Stock |  | Series B-2 12%RedeemableConvertiblePreferred Stock |   |                 |   | Series A 12%ConvertiblePreferred
Stock |   | Common Stock |  |                       |  |        |  |                 |  
|                                                                                                                  |  | Number ofShares                                    |  | Amount                                             |   | Number ofShares |   | Amount                                 |   |              |  | Number ofShares       |  | Amount |  | Number ofShares |   | Amount |            | AdditionalPaid-InCapital |   |    | DeficitAccumulatedDuring theDevelopmentStage |   | TotalStockholdersDeficit
|Issuance of founders shares July 10, 2000                                                                         |  |                                                   |  | $                                                  |  |                 |  |                                        | $ |             |  |                       |  |       |  | $               |  |        | 12,354,670 |                          | $ | 12 |                                              | $ | (3                        | ) |  | $ |  |  | $ | 9    
|Beneficial conversion feature and rights to common stock embedded in convertible note in 2000                     |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        |           |                          |   |   |                                              |   | 222                       |   |  |   |  |  |   | 222  
|Issuance of common stock and beneficial conversion feature related to convertible note in 2001                    |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 660,321    |                          |   | 1  |                                              |   | 1,035                     |   |  |   |  |  |   | 1,036
|Issuance of common stock in connection with reverse merger of Pro-Pharmaceuticals-NV in 2001                      |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 1,221,890  |                          |   | 1  |                                              |   | 106                       |   |  |   |  |  |   | 107  
|Conversion of notes payable and accrued interest to common stock in 2001                                          |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 598,229    |                          |   | 1  |                                              |   | 1,125                     |   |  |   |  |  |   | 1,126
|Issuance of warrants to induce conversion of notes payable in 2001                                                |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        |           |                          |   |   |                                              |   | 503                       |   |  |   |  |  |   | 503  
|Issuance of common stock and warrants (net of issuance costs of $17) in 2001                                      |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 689,300    |                          |   | 1  |                                              |   | 2,220                     |   |  |   |  |  |   | 2,221
|Issuance of common stock (net of issuance costs of $49) in 2002                                                   |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 185,999    |                          |   |   |                                              |   | 602                       |   |  |   |  |  |   | 602  
|Issuance of common stock related to 2002 private placement (net of issuance costs of $212)                        |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 3,223,360  |                          |   | 3  |                                              |   | 2,858                     |   |  |   |  |  |   | 2,861
|Conversion of notes payable and accrued interest to common stock                                                  |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 105,877    |                          |   |   |                                              |   | 290                       |   |  |   |  |  |   | 290  
|Issuance of warrants to purchase common stock in consideration for placement of convertible notes payable in 2002 |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        |           |                          |   |   |                                              |   | 236                       |   |  |   |  |  |   | 236  
|Issuance of common stock to investors in 2002 private placement (net of issuance costs of $18)                    |  |                                                    |  |                                                    |   |                 |   |                                        |   |              |  |                       |  |        |  |                 |   |        | 1,088,000  |                          |   | 1  |                                              |   | 1,069                     |   |  |   |  |  |   | 1,070



F-4



---

##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT  (Continued)

Cumulative Period From Inception (July 10, 2000) to
December 31, 2009

(in thousands except share data)





|                                                                                                         |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  |                          |  |                                              |  |                          
|-------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- |  | --------------- |  | -------------------------------------- |  | ------------ |  | --------------------- |  | ------ |  | --------------- |  | ------ |  | ------------------------ |  | -------------------------------------------- |  | -------------------------
|                                                                                                         |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  | Stockholders Deficit
|                                                                                                         |  | Series B-1 12%RedeemableConvertiblePreferred Stock |  | Series B-2 12%RedeemableConvertiblePreferred Stock |  |                 |  | Series A 12%ConvertiblePreferred
Stock |  | Common Stock |  |                       |  |        |  |                
|                                                                                                         |  | Number ofShares                                    |  | Amount                                             |  | Number ofShares |  | Amount                                 |  |              |  | Number ofShares       |  | Amount |  | Numberof Shares |  | Amount |  | AdditionalPaid-InCapital |  | DeficitAccumulatedDuring theDevelopmentStage |  | TotalStockholdersDeficit
|Issuance of common stock to consultants for services related to 2002 private placement                   |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 12,250          |  |       |  | 12                       |  |                                             |  | 12                       
|Receipt of subscription receivable                                                                       |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                |  |       |  | 150                      |  |                                             |  | 150                      
|Conversion of accrued expenses to common stock and options                                               |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 201,704         |  |       |  | 302                      |  |                                             |  | 302                      
|Issuance of common stock to investors in May, 2003 private placement (net of issuance costs of $128)     |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 2,399,500       |  | 3      |  | 4,407                    |  |                                             |  | 4,410                    
|Fair value of common stock warrants issued to placement agents in May, 2003 private placement            |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                |  |       |  | 261                      |  |                                             |  | 261                      
|Issuance of common stock to investors in October, 2003 private placement (net of issuance costs of $559) |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 1,314,571       |  | 1      |  | 1,318                    |  |                                             |  | 1,319                    
|Cashless exercise of employee stock options                                                              |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 16,629          |  |       |  | 74                       |  |                                              |  | 74                       
|Issuance of common stock to investors in April, 2004 private placement (net of issuance costs of $466))  |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 1,236,111       |  | 1      |  | 1,897                    |  |                                             |  | 1,898                    
|Issuance of common stock to investors in August, 2004 private placement (net of issuance costs of $485)  |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 2,000,000       |  | 2      |  | 488                      |  |                                             |  | 490                      
|Common stock issued in 2006 related to convertible debenture conversions                                 |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 476,202         |  | 1      |  | 1,744                    |  |                                              |  | 1,745                    
|Common stock issued in 2006 and 2007 related to convertible debenture redemptions                        |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 7,367,831       |  | 7      |  | 3,941                    |  |                                              |  | 3,948                    



F-5



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##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT  (Continued)

Cumulative Period From Inception (July 10, 2000) to
December 31, 2009

(in thousands except share data)





|                                                                                                                            |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  |                          |   |  |                                              |   |  |                           |  
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- |  | --------------- |  | -------------------------------------- |  | ------------ |  | --------------------- |  | ------ |  | --------------- |  | ------ |  | ------------------------ | - |  | -------------------------------------------- | - |  | ------------------------- | -
|                                                                                                                            |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  | Stockholders Deficit | 
|                                                                                                                            |  | Series B-1 12%RedeemableConvertiblePreferred Stock |  | Series B-2 12%RedeemableConvertiblePreferred Stock |  |                 |  | Series A 12%ConvertiblePreferred
Stock |  | Common Stock |  |                       |  |        |  |                 |  |        | 
|                                                                                                                            |  | Number ofShares                                    |  | Amount                                             |  | Number ofShares |  | Amount                                 |  |              |  | Number ofShares       |  | Amount |  | Numberof Shares |  | Amount |  | AdditionalPaid-InCapital |   |  | DeficitAccumulatedDuring theDevelopmentStage |   |  | TotalStockholdersDeficit |  
|Common stock issued in 2007 related to convertible debenture waiver and exchange agreement                                  |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 5,205,348       |  | 5      |  | 5,325                    |   |  |                                              |   |  | 5,330                     |  
|Series A 12% Convertible Preferred Stock issued in a February 4, 2008 private placement (net of cash issuance costs of $52) |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  | 1,742,500             |  | 704    |  |                 |  |        |  |                          |   |  |                                              |   |  | 704                       |  
|Common stock issued in a February 25, 2008 offering (net of cash issuance costs of $369)                                    |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 7,500,000       |  | 8      |  | 1,036                    |   |  |                                              |   |  | 1,044                     |  
|Issuance of common stock in payment of Series A 12% Convertible Preferred Dividend                                          |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 396,467         |  |       |  | 396                      |   |  | (448                                         | ) |  | (52                       | )
|Issuance of Common Stock Warrants                                                                                           |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  | 20                       |   |  |                                              |   |  | 20                        |  
|Reclassification of Warrant Liabilities                                                                                     |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  | 3,193                    |   |  |                                              |   |  | 3,193                     |  
|Deferred compensation relating to issuance of stock options                                                                 |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                |  |       |  | 455                      |   |  |                                             |   |  | 455                       |  
|Amortization of deferred compensation                                                                                       |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                |  |       |  |                         |   |  |                                             |   |  |                          |  
|Stock compensation expense related to fair market revaluation                                                               |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                |  |       |  | 157                      |   |  |                                             |   |  | 157                       |  
|Stock based compensation expense                                                                                            |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  | 3,682                    |   |  |                                              |   |  | 3,682                     |  
|Stock compensation related to the issuance of common shares                                                                 |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  | 7,000           |  |       |  | 27                       |   |  |                                             |   |  | 27                        |  
|Cumulative effect of adoption of new accounting principle                                                                   |  |                                                    |  |                                                    |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  | (458                     | ) |  | 254                                          |   |  | (204                      | )
|Issuance of Series B-1 redeemable convertible preferred stock and warrants, net of issuance costs of $300                   |  | 900,000                                            |  | 395                                                |  |                 |  |                                        |  |              |  |                       |  |        |  |                 |  |        |  | 1,105                    |   |  |                                              |   |  | 1,105                     |  



F-6



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##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT  (Continued)

Cumulative Period From Inception (July 10, 2000) to
December 31, 2009

(in thousands except share data)





|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- | ----- | --------------- | --------- | ------ | -------------------------------------- | ---- | - | ------------ | --------------------- |  | --------- | ------ |  | - | --------------- | - | ------ | ---------- | ------------------------ | - | -- | -------------------------------------------- | - | ------ | ------------------------- |  | - | ------- | - |  | - | ------- | -
|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              | Stockholders Deficit | 
|                                                                                                          |  | Series B-1 12%RedeemableConvertiblePreferred Stock |  | Series B-2 12%RedeemableConvertiblePreferred Stock |       |                 |           |        | Series A 12%ConvertiblePreferred
Stock |      |   | Common Stock |                       |  |           |        |  |   |                 |   |       
|                                                                                                          |  | Number ofShares                                    |  | Amount                                             |       | Number ofShares |           | Amount |                                        |      |   |              | Number ofShares       |  |           | Amount |  |   | Number ofShares |   | Amount |            | AdditionalPaid-InCapital |   |    | DeficitAccumulatedDuring theDevelopmentStage |   |        | TotalStockholdersDeficit | 
|Accretion of Series B-1 redeemable convertible preferred stock to redemption value                        |  |                                                    |  |                                                    | 875   |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (875    | ) |  |   | (875    | )
|Issuance of Series B-2 redeemable convertible preferred stock and warrants, net of issuance costs of $188 |  |                                                    |  |                                                    |       |                 | 1,330,000 |        |                                        | 740  |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   | 1,732  |                           |  |   |         |   |  |   | 1,732   |  
|Beneficial conversion feature recognized on issuance of series B-2 redeemable convertible preferred stock |  |                                                    |  |                                                    |       |                 |           |        |                                        | (628 | ) |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   | 628    |                           |  |   |         |   |  |   | 628     |  
|Accretion of Series B-2 redeemable convertible preferred stock to redemption value                        |  |                                                    |  |                                                    |       |                 |           |        |                                        | 405  |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (405    | ) |  |   | (405    | )
|Series B-1 12% redeemable convertible preferred stock dividend                                            |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 405,236    |                          |   | 1  |                                              |   | 203    |                           |  |   | (204    | ) |  |   |        |  
|Series B-2 12% redeemable convertible preferred stock dividend                                            |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 275,595    |                          |   |    |                                              |   | 137    |                           |  |   | (137    | ) |  |   |        |  
|Accretion of beneficial conversion feature for Series B-2                                                 |  |                                                    |  |                                                    |       |                 |           |        |                                        | 127  |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (127    | ) |  |   | (127    | )
|Issuance of restricted common stock                                                                       |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 2,500,000  |                          |   | 3  |                                              |   | (3     | )                         |  |   |         |   |  |   |        |  
|Issuance of common stock upon exercise of options                                                         |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 200,000    |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  
|Conversion of Series A to common stock                                                                    |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  | (100,000  | )      |  |   | (40             | ) |        | 100,000    |                          |   |    |                                              |   | 40     |                           |  |   |         |   |  |   |        |  
|Net loss since inception                                                                                  |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (45,773 | ) |  |   | (45,773 | )
|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |         |  
|Balance at December 31, 2009                                                                              |  | 900,000                                            |  | $                                                  | 1,270 |                 | 1,330,000 |        | $                                      | 644  |   |              |                       |  | 1,642,500 |        |  | $ | 664             |   |        | 51,742,090 |                          | $ | 52 |                                              | $ | 42,532 |                           |  | $ | (47,715 | ) |  | $ | (4,467  | )
|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |         |  

See notes to consolidated financial statements.



F-7



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##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT

For the Years Ended December 31, 2009 and 2008

(amounts in thousands except share data)





|                                                                                                                            |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- | --- | --------------- | --------- | -------------------------------------- | - | ------------ |  | --------------------- |  | --------- |  | --------------- | --- | ------ | ---------- | ------------------------ | - | -- | -------------------------------------------- | - | ------ | ------------------------- |  | - | ------- | - |  | - | ------ | -
|                                                                                                                            |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  | Stockholders Deficit | 
|                                                                                                                            |  | Series B-1 12%RedeemableConvertiblePreferred Stock |  | Series B-2 12%RedeemableConvertiblePreferred Stock |     |                 |           | Series A 12%ConvertiblePreferred Stock |   | Common Stock |  |                       |  |           |  |                 |     |        |           
|                                                                                                                            |  | Number ofShares                                    |  | Amount                                             |     | Number ofShares |           | Amount                                 |   |              |  | Number ofShares       |  | Amount    |  | Number ofShares |     | Amount |            | AdditionalPaid-InCapital |   |    | DeficitAccumulatedDuring theDevelopmentStage |   |        | TotalStockholdersDeficit | 
|Balance at January 1, 2008                                                                                                  |  |                                                   |  | $                                                  |    |                 |          |                                        | $ |             |  |                       |  |          |  | $               |    |        | 40,364,792 |                          | $ | 40 |                                              | $ | 32,196 |                           |  | $ | (35,160 | ) |  | $ | (2,924 | )
|Series A 12% Convertible Preferred Stock issued in a February 4, 2008 private placement (net of cash issuance costs of $52) |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  | 1,742,500 |  |                 | 704 |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   | 704    |  
|Common stock issued in a February 25, 2008 offering (net of cash issuance costs of $369)                                    |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        | 7,500,000  |                          |   | 8  |                                              |   | 1,036  |                           |  |   |         |   |  |   | 1,044  |  
|Series A 12% Convertible Preferred dividend                                                                                 |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   |        |                           |  |   | (239    | ) |  |   | (239   | )
|Issuance of common stock in payment of Series A 12% Convertible Preferred dividend                                          |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        | 187,367    |                          |   |    |                                              |   | 187    |                           |  |   |         |   |  |   | 187    |  
|Issuance of common stock Warrants                                                                                           |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   | 20     |                           |  |   |         |   |  |   | 20     |  
|Reclassification of warrant liabilities                                                                                     |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   | 3,193  |                           |  |   |         |   |  |   | 3,193  |  
|Stock-based compensation expense                                                                                            |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   | 697    |                           |  |   |         |   |  |   | 697    |  
|Net loss                                                                                                                    |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   |        |                           |  |   | (3,151  | ) |  |   | (3,151 | )
|                                                                                                                            |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  
|Balance at December 31, 2008                                                                                                |  |                                                   |  | $                                                  |    |                 |          |                                        | $ |             |  |                       |  | 1,742,500 |  | $               | 704 |        | 48,052,159 |                          | $ | 48 |                                              | $ | 37,329 |                           |  | $ | (38,550 | ) |  | $ | (469   | )
|                                                                                                                            |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  
|Cumulative effect of adoption of new accounting principle                                                                   |  |                                                    |  |                                                    |     |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   | (458   | )                         |  |   | 254     |   |  |   | (204   | )
|Issuance of Series B-1 redeemable convertible preferred stock and warrants, net of issuance costs of $300                   |  | 900,000                                            |  |                                                    | 395 |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   | 1,105  |                           |  |   |         |   |  |   | 1,105  |  
|Accretion of Series B-1 redeemable convertible preferred stock to redemption value                                          |  |                                                    |  |                                                    | 875 |                 |           |                                        |   |              |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   |        |                           |  |   | (875    | ) |  |   | (875   | )
|Issuance of Series B-2 redeemable convertible preferred stock and warrants, net of issuance costs of $188                   |  |                                                    |  |                                                    |     |                 | 1,330,000 |                                        |   | 740          |  |                       |  |           |  |                 |     |        |            |                          |   |    |                                              |   | 1,732  |                           |  |   |         |   |  |   | 1,732  |  



F-8



---

##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT  (Continued)

For the Years Ended December 31, 2009 and 2008

(amounts in thousands except share data)





|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | -------------------------------------------------- | ----- | --------------- | --------- | ------ | -------------------------------------- | ---- | - | ------------ | --------------------- |  | --------- | ------ |  | - | --------------- | - | ------ | ---------- | ------------------------ | - | -- | -------------------------------------------- | - | ------ | ------------------------- |  | - | ------- | - |  | - | ------ | -
|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              | Stockholders Deficit | 
|                                                                                                          |  | Series B-1 12%RedeemableConvertiblePreferred Stock |  | Series B-2 12%RedeemableConvertiblePreferred Stock |       |                 |           |        | Series A 12%ConvertiblePreferred Stock |      |   | Common Stock |                       |  |           |        |  |   |                 |   |       
|                                                                                                          |  | Number ofShares                                    |  | Amount                                             |       | Number ofShares |           | Amount |                                        |      |   |              | Number ofShares       |  |           | Amount |  |   | Number ofShares |   | Amount |            | AdditionalPaid-InCapital |   |    | DeficitAccumulatedDuring theDevelopmentStage |   |        | TotalStockholdersDeficit | 
|Beneficial conversion feature recognized on issuance of series B-2 redeemable convertible preferred stock |  |                                                    |  |                                                    |       |                 |           |        |                                        | (628 | ) |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   | 628    |                           |  |   |         |   |  |   | 628    |  
|Accretion of Series B-2 redeemable convertible preferred stock to redemption value                        |  |                                                    |  |                                                    |       |                 |           |        |                                        | 405  |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (405    | ) |  |   | (405   | )
|Series A 12% convertible preferred stock dividend                                                         |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 209,100    |                          |   |    |                                              |   | 209    |                           |  |   | (209    | ) |  |   |       |  
|Series B-1 12% redeemable convertible preferred stock dividend                                            |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 405,236    |                          |   | 1  |                                              |   | 203    |                           |  |   | (204    | ) |  |   |       |  
|Series B-2 12% redeemable convertible preferred stock dividend                                            |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 275,595    |                          |   |    |                                              |   | 137    |                           |  |   | (137    | ) |  |   |       |  
|Accretion of beneficial conversion feature for Series B-2                                                 |  |                                                    |  |                                                    |       |                 |           |        |                                        | 127  |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (127    | ) |  |   | (127   | )
|Issuance of restricted common stock                                                                       |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 2,500,000  |                          |   | 3  |                                              |   | (3     | )                         |  |   |         |   |  |   |       |  
|Issuance of common stock upon exercise of options                                                         |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        | 200,000    |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |       |  
|Conversion of Series A to common stock                                                                    |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  | (100,000  | )      |  |   | (40             | ) |        | 100,000    |                          |   |    |                                              |   | 40     |                           |  |   |         |   |  |   |       |  
|Stock-based compensation expense                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   | 1,610  |                           |  |   |         |   |  |   | 1,610  |  
|Net loss                                                                                                  |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   | (7,462  | ) |  |   | (7,462 | )
|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  
|Balance at December 31, 2009                                                                              |  | 900,000                                            |  | $                                                  | 1,270 |                 | 1,330,000 |        | $                                      | 644  |   |              |                       |  | 1,642,500 |        |  | $ | 664             |   |        | 51,742,090 |                          | $ | 52 |                                              | $ | 42,532 |                           |  | $ | (47,715 | ) |  | $ | (4,467 | )
|                                                                                                          |  |                                                    |  |                                                    |       |                 |           |        |                                        |      |   |              |                       |  |           |        |  |   |                 |   |        |            |                          |   |    |                                              |   |        |                           |  |   |         |   |  |   |        |  

See notes to consolidated financial statements.



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##### Table of Contents

PRO-PHARMACEUTICALS, INC.

(A Development-Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS





|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ----------------------------------------------------------- | - | ------ | ---- |  | - | ------- | -
|                                                                                                         |  | Year EndedDecember 31, |        |   | CumulativePeriod fromInception(July 10, 2000)toDecember 31, |  
|                                                                                                         |  | 2009                   |        |   | 2008                                                        |   |        | 2009 | 
|                                                                                                         |  | (in thousands)         |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                    |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Net loss                                                                                                 |  | $                      | (7,462 | ) |                                                             | $ | (3,151 | )    |  | $ | (45,773 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                              |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Depreciation and amortization                                                                            |  |                        | 37     |   |                                                             |   | 49     |      |  |   | 525     |  
|Stock-based compensation expense                                                                         |  |                        | 1,610  |   |                                                             |   | 697    |      |  |   | 4,395   |  
|Non-cash interest expense                                                                                |  |                        |       |   |                                                             |   |       |      |  |   | 4,279   |  
|Change in fair value of convertible debt instrument                                                      |  |                        |       |   |                                                             |   |       |      |  |   | 3,426   |  
|Change in fair value of warrant liabilities                                                              |  |                        | 1,374  |   |                                                             |   | (2,145 | )    |  |   | (10,787 | )
|Write off of intangible assets                                                                           |  |                        | 155    |   |                                                             |   | 11     |      |  |   | 336     |  
|Changes in operating assets and liabilities:                                                             |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Prepaid expenses and other current assets                                                                |  |                        | 9      |   |                                                             |   | 8      |      |  |   | (50     | )
|Accounts payable and accrued expenses                                                                    |  |                        | 125    |   |                                                             |   | (136   | )    |  |   | 1,070   |  
|Other long-term liabilities                                                                              |  |                        | 265    |   |                                                             |   | 2      |      |  |   | 304     |  
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Net cash used in operating activities                                                                    |  |                        | (3,887 | ) |                                                             |   | (4,665 | )    |  |   | (42,275 | )
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                    |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Purchases of property and equipment                                                                      |  |                        |       |   |                                                             |   | (2     | )    |  |   | (421    | )
|Change in restricted cash                                                                                |  |                        |       |   |                                                             |   | 11     |      |  |   | (59     | )
|Increase in patents costs and other assets                                                               |  |                        |       |   |                                                             |   |       |      |  |   | (404    | )
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Net cash provided by (used in) investing activities                                                      |  |                        |       |   |                                                             |   | 9      |      |  |   | (884    | )
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                    |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Net proceeds from issuance of common stock and warrants                                                  |  |                        |       |   |                                                             |   | 3,381  |      |  |   | 28,690  |  
|Net proceeds from issuance of Series A 12% convertible preferred stock and related warrants              |  |                        |       |   |                                                             |   | 54     |      |  |   | 1,691   |  
|Net proceeds from issuance of Series B-1 12% redeemable convertible preferred stock and related warrants |  |                        | 1,548  |   |                                                             |   |       |      |  |   | 1,548   |  
|Net proceeds from issuance of Series B-2 12% redeemable convertible preferred stock and related warrants |  |                        | 2,472  |   |                                                             |   |       |      |  |   | 2,472   |  
|Net proceeds from issuance of convertible debt instruments                                               |  |                        |       |   |                                                             |   |       |      |  |   | 10,621  |  
|Repayment of convertible debt instruments                                                                |  |                        |       |   |                                                             |   |       |      |  |   | (1,641  | )
|Proceeds from issuance of common stock warrants                                                          |  |                        |       |   |                                                             |   | 20     |      |  |   | 20      |  
|Proceeds from (repayments of) shareholder advances                                                       |  |                        | (200   | ) |                                                             |   | 200    |      |  |   | 9       |  
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Net cash provided by financing activities                                                                |  |                        | 3,820  |   |                                                             |   | 3,655  |      |  |   | 43,410  |  
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                     |  |                        | (67    | ) |                                                             |   | (1,001 | )    |  |   | 251     |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                           |  |                        | 318    |   |                                                             |   | 1,319  |      |  |   |        |  
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                                 |  | $                      | 251    |   |                                                             | $ | 318    |      |  | $ | 251     |  
|                                                                                                         |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|SUPPLEMENTAL DISCLOSURE  Cash paid for interest                                                         |  | $                      |       |   |                                                             | $ |       |      |  | $ | 114     |  
|NONCASH FINANCING ACTIVITIES:                                                                            |  |                        |        |   |                                                             |   |        |      |  |   |         |  
|Issuance of equity warrants in connection with equity offerings                                          |  | $                      | 2,837  |   |                                                             | $ |       |      |  | $ | 4,009   |  
|Conversion of accrued expenses into common stock                                                         |  |                        |       |   |                                                             |   |       |      |  |   | 303     |  
|Cashless exercise of stock options                                                                       |  |                        | 24     |   |                                                             |   |       |      |  |   | 98      |  
|Conversion and redemptions of convertible notes and accrued interest into common stock                   |  |                        |       |   |                                                             |   |       |      |  |   | 12,243  |  
|Conversion of extension costs related to convertible notes into common stock                             |  |                        |       |   |                                                             |   |       |      |  |   | 171     |  
|Payment of Series A 12% convertible preferred stock dividend in common stock                             |  |                        | 209    |   |                                                             |   | 187    |      |  |   | 396     |  
|Payment of Series B 12% convertible preferred stock dividend in common stock                             |  |                        | 341    |   |                                                             |   |       |      |  |   | 341     |  
|Dividends payable on preferred stock                                                                     |  |                        | 52     |   |                                                             |   | 52     |      |  |   | 52      |  
|Issuance of warrants to induce conversion of notes payable                                               |  |                        |       |   |                                                             |   |       |      |  |   | 503     |  
|Accretion of Series B-2 beneficial conversion feature                                                    |  |                        | 127    |   |                                                             |   |       |      |  |   | 127     |  
|Issuance of stock to acquire Pro-Pharmaceuticals-NV                                                      |  |                        |       |   |                                                             |   |       |      |  |   | 107     |  

See notes to consolidated financial
statements.



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PRO-PHARMACEUTICALS, INC.

(A DEVELOPMENT-STAGE COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





|1. | Nature of Business and Basis of Presentation
|-- | --------------------------------------------

Pro-Pharmaceuticals, Inc. (the Company) is a development-stage company engaged in the discovery and development of Galectin-targeting therapeutics that are intended to reduce toxicity and
improve the efficacy of chemotherapy drugs by combining the drugs with proprietary compounds. These compounds also may have application for drugs to treat other diseases and chronic health conditions.

The Company is devoting substantially all of its efforts toward product research and development, and raising capital.
In May 2008, the Company submitted a Drug Master File (DMF) for the Companys lead product DAVANAT® to the FDA. The DMF contains confidential detailed information in support of a New Drug Application (NDA) about facilities, processes or articles used in the manufacturing, processing, packaging, and storing or stability of
drugs.

In September 2008, the Company submitted a clinical and pre-clinical package to the Food and Drug
Administration (FDA) in support of the Companys DAVANAT® NDA. The FDA reported to the Company
in its minutes for the December 2008 meeting that the Company will be required to conduct a Phase III trial to demonstrate superiority to the best standard of care for late stage colorectal cancer patients.

The Company incurred net losses of $48.0 million for the cumulative period from inception (July 10, 2000) through December 31, 2009.
The Companys net losses have resulted principally from costs associated with (i) research and development expenses, including clinical trial costs, (ii) general and administrative activities and (iii) the Companys
financing transactions including interest and the costs related to fair value accounting for the Companys convertible debt instruments. As a result of planned expenditures for future research, discovery, development and commercialization
activities and potential legal cost to protect its intellectual property, the Company expects to incur additional losses and use additional cash in its operations for the foreseeable future. Through December 31, 2009, the Company had raised
$43.4 million in capital through sale and issuance of common stock, common stock purchase warrants, convertible preferred stock and debt securities in public and private offerings. From inception (July 10, 2000) through December 31, 2009, the
Company used cash of $42.3 million in its operations.

At December 31, 2009, the Company had $251,000 of unrestricted
cash and cash equivalents available to fund future operations. On January 29, 2010 and March 8, 2010, the Company completed closings for gross proceeds of $325,000 and $335,000, respectively, (net cash proceeds of $308,000 and $322,000,
respectively) of Series B-2 redeemable convertible preferred stock (Series B-2) for a total of 162,500 and 167,500 shares, respectively, of Series B-2 and warrants to purchase shares of common stock. The Company believes that with the
funds from the January 29 and March 8, 2010 closings of the Series B-2 and cash on hand at December 31, 2009, there is sufficient cash to fund operations into April 2010. The Company is actively seeking to raise additional capital and
has significantly reduced its administrative and clinical spending. If the Company is unsuccessful in raising additional capital before the end of April 2010, the Company may be required to cease operations or seek bankruptcy protection. In light of
the Companys current financial position and the uncertainty of raising sufficient capital to achieve its business plan, there is substantial doubt about the Companys ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that may result from the outcome of this uncertainty.

On January 9, 2009, the
Company was delisted from the NYSE Alternext US (Exchange), formerly the American Stock Exchange, due to non-compliance with the Exchange minimum shareholders equity requirements. On January 21, 2009 the Company began trading
on the Over-the-Counter Bulletin Board (OTCBB) under the symbol PRWP.OB.



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The Company is subject to a number of risks similar to those of other development-stage
companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party collaborators
for research operations, need for regulatory approval of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies. Successful completion of the Companys development program
and, ultimately, the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Companys cost
structure. There are no assurances that the Company will be able to obtain additional financing on favorable terms, or at all or successfully market its products.



|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

The accompanying consolidated financial statements reflect the application of certain accounting policies, as described in this note and elsewhere in the accompanying notes to financial statements.

Basis of Consolidation.    The consolidated financial statements include the accounts of the
Company and Pro-Pharmaceuticals Securities Corp., its wholly-owned subsidiary, which was incorporated in Delaware on December 23, 2003. Pro-Pharmaceuticals Securities Corp. holds the cash and cash equivalents that are not required to fund
current operating needs. All intercompany transactions have been eliminated.

Use of
Estimates.    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenue, expenses and disclosure of contingent assets and liabilities. Managements estimates and judgments include assumptions used in stock option and warrant liability valuations, useful lives of property and
equipment and intangible assets, accrued liabilities, deferred income taxes and various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents.The Company considers all highly-liquid investments with original maturities of 90
days or less at the time of acquisition to be cash equivalents.

Prepaid and Other Current
Assets.    Deposits and other assets consist principally of prepaid insurance, and prepaid rent on the Companys leased executive office space.

Property and Equipment.Property and equipment, including leasehold improvements, are stated at cost, net of
accumulated depreciation, and are depreciated using the straight-line method over the lesser of the estimated useful lives of the assets or the related lease term of the related assets of generally three years for computers and office equipment,
five years for furniture and fixtures and the shorter of the useful life or life of the lease for leasehold improvements.

Restricted Cash.Restricted cash consists of security deposits principally for a real estate lease.

Intangible Assets.Intangible assets include patent costs, consisting primarily of related legal fees, which are capitalized as incurred and amortized over an estimated
useful life of five years from issuance. Amortization expense in 2009 and 2008 was $14,000. Gross intangible assets at December 31, 2009 and 2008 totaled $93,000 and $329,000, respectively, and accumulated amortization at December 31, 2009
and 2008 totaled $37,000 and $104,000, respectively. The Company recorded an impairment charge related to capitalized patent costs of $155,000 and $11,000 in 2009 and 2008, respectively, which is included in general and administrative expense in the
consolidated statements of operations, when it was determined that the underlying intellectual property would have no future benefit to the Company.



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Long-Lived Assets.    The Company reviews all long-lived assets
for impairment whenever events or circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of assets to be held or used is measured by comparison of the carrying value of the asset to the future undiscounted
net cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds the discounted future cash flows expected to be
generated by the asset.

Convertible Debt Instruments.    The Companys 7% Convertible Debt
instrument issued in 2006 (the Debentures) constitutes a hybrid instrument that has the characteristics of a debt host contract containing several embedded derivative features that would require bifurcation and separate accounting as a
derivative instrument. The Company irrevocably elected to initially and subsequently measure the Debentures in their entirety at fair value with changes in fair value recorded as either a gain or loss in the consolidated statement of operations
under the caption Change in fair value of convertible debt instrument. Fair value of the Debentures is determined using a financial valuation model that requires assumptions that are subject to significant management judgment. See Note 9
for more information.

Warrants.The Company has issued common stock warrants in connection with
the execution of certain equity and debt financings. Certain warrants are accounted for as derivative liabilities at fair value. Such warrants do not meet the accounting criteria that a contract should not be considered a derivative instrument if it
is (1) indexed to its own stock and (2) classified in stockholders equity. Changes in fair value of derivative liabilities are recorded in the consolidated statement of operations under the caption Change in fair value of
warrant liabilities. Warrants that are not considered derivative liabilities are accounted for at fair value at the date of issuance in additional paid-in capital. The fair value of warrants is determined using the Black-Scholes option-pricing
model.

Research and Development Expenses.Costs associated with research and development are
expensed as incurred. The Company defers and capitalizes nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities. Research and development expenses include, among other costs,
salaries and other personnel-related costs, and costs incurred by outside laboratories and other accredited facilities in connection with clinical trials and preclinical studies.

Income Taxes.    The Company accounts for income taxes in accordance with the accounting rules that requires an
asset and liability approach to accounting for income taxes based upon the future expected values of the related assets and liabilities. Deferred income tax assets and liabilities are determined based on the differences between the financial
reporting and tax bases of assets and liabilities and for tax loss and credit carry forwards, and are measured using the expected tax rates estimated to be in effect when such basis differences reverse. Valuation allowances are established, if
necessary, to reduce the deferred tax asset to the amount that will, more likely than not, be realized. In June 2006, the Financial Accounting Standards Board (FASB) issued rules which clarified the accounting for uncertainty in income
taxes which prescribes a more-likely-than not recognition threshold that a tax position will be sustained upon examination and a measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax
return. These rules also provided guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Comprehensive Income (Loss).Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and
circumstances from non-owner sources. The Company does not have any items of comprehensive income (loss) other than net losses as reported.

Fair Value of Financial Instruments.The Companys financial instruments consist of cash equivalents, accounts payable and accrued expenses. The estimated fair value of
these financial instruments approximates their carrying value due to their short-term nature. Additionally, certain common stock



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##### Table of Contents

warrants and the remaining Convertible Debentures are recorded as liabilities at fair value. In September 2006, the FASB issued rules, which were adopted by the Company in the first quarter of
fiscal year 2008, which clarified the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. See Note 9.

Concentration of Credit Risk.Financial instruments that subject the Company to credit risk consist of cash and cash equivalents and certificates of deposit. The Company
maintains cash and cash equivalents and certificates of deposit with well-capitalized financial institutions. At times, those amounts may exceed federally insured limits. The Company has no significant concentrations of credit risk.

Stock-Based Compensation.    Through December 31, 2005, the Company accounted for stock-based compensation
to employees and non-employee directors under the intrinsic value method under which no compensation expense was recognized for stock options granted at fair market value and with fixed terms. On January 1, 2006, the Company adopted rules
requiring companies to recognize stock-based compensation awards as compensation expense on a fair value method. These rules were adopted using the modified prospective method, which applied the rules to the consolidated financial statements on a
going-forward basis. Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the service period, which generally represents the
vesting period. For awards that have performance based vesting conditions the Company recognizes the expense over the estimated period that the awards are expected to be earned. The Company uses the Black-Scholes option-pricing model to calculate
the grant date fair value of stock options. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited. Previously, the Company recorded the impact of forfeitures as they occurred.

Recent Accounting Pronouncements

In June, 2009, the FASB issued the Accounting Standards Codification (the Codification) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental
entities in preparation of financial statements in conformity with U.S. GAAP. While the adoption of the Codification as of September 30, 2009 changes how the Company references accounting standards, the adoption did not have an impact on its
financial position, results of operations, or cash flows.

On January 1, 2009, the principles and requirements for how an
acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired were revised. Disclosure requirements were
also established, which will enable financial statement users to evaluate the nature and financial effects of business combinations. Among other things, the amendments to the accounting principles and requirements expand the definitions of a
business and business combination, require recognition of contingent consideration at fair value on the acquisition date and require acquisition-related transaction costs to be expensed as incurred. The adoption of these amendments did not have a
significant impact on the Companys financial position, results of operations, or cash flows.

On January 1, 2009,
the Company adopted the fair value measurements and disclosures provisions for nonfinancial assets and nonfinancial liabilities, which were previously deferred. These provisions establish a framework for measuring fair value and expand financial
statement disclosures about fair value measurements. Items to which these provisions apply include nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities, or recurring fair value measurements of nonfinancial assets
and nonfinancial liabilities, which are not disclosed at fair value in the consolidated financial statements. The Company did not have nonfinancial assets or nonfinancial liabilities covered by these provisions which required remeasurement upon
adoption or during the year ended December 31, 2009, and therefore there was no impact of adoption on its financial position, results of operations, or cash flows.



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On January 1, 2009, the Company adopted the accounting standard for ownership interests
in subsidiaries held by parties other than the parent, which establishes accounting for the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest and the
valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. This accounting standard also establishes reporting requirements that provide enhanced disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. The impact of adopting this accounting standard on the Companys financial position, results of operations, and cash flows was not significant.

On January 1, 2009, the Company adopted amendments to the accounting standard addressing derivatives and hedging. The amendments change
the disclosure requirements for derivative instruments and hedging activities, requiring enhanced disclosures about how and why an entity uses derivative instruments, how instruments are accounted for under U.S. GAAP, and how derivatives and hedging
activities affect an entitys financial position, financial performance and cash flows. The adoption of these amendments required additional disclosure only, and therefore did not have an impact on the Companys financial position, results
of operations, or cash flows.

On January 1, 2009, the Company adopted amendments to the accounting standard addressing
intangibles, goodwill and other assets. The amendments provided new guidance to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under
U.S. GAAP. The adoption of these amendments did not have a significant impact on the Companys financial position, results of operations, or cash flows.

On June 30, 2009, the Company adopted amendments to the accounting standard for financial instruments. The amendments require disclosures about the fair value of financial instruments in interim as
well as in annual financial statements. The adoption of these amendments has resulted in additional disclosures only in the Companys interim financial statements, and therefore did not impact its financial position, results of operations or
cash flows.

On June 30, 2009, the Company adopted amendments to the accounting standard addressing subsequent events.
The amendments provide guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The amendments require
entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events
after that date in the set of financial statements being presented. The amendments required additional disclosures only, and therefore did not have an impact on our financial position, results of operations, or cash flows. The Company has evaluated
events and transactions that occurred between December 31, 2009 and March12, 2010, which is the date the financial statements were issued, for possible disclosure and recognition in the consolidated financial statements.



|3. | Property and Equipment
|-- | ----------------------

Property and equipment consists of the following at December 31:



|                              |  |                |      |   |      |   |      |  
|----------------------------- |  | -------------- | ---- | - | ---- | - | ---- | -
|                              |  | 2009           |      |   | 2008 |  
|                              |  | (in thousands) |     
|Leasehold improvements        |  | $              | 15   |   |      | $ | 15   |  
|Computer and office equipment |  |                | 194  |   |      |   | 194  |  
|Furniture and fixtures        |  |                | 107  |   |      |   | 107  |  
|                              |  |                |      |   |      |   |      |  
|Total                         |  |                | 316  |   |      |   | 316  |  
|Less accumulated depreciation |  |                | (299 | ) |      |   | (276 | )
|                              |  |                |      |   |      |   |      |  
|Property and equipmentnet    |  | $              | 17   |   |      | $ | 40   |  
|                              |  |                |      |   |      |   |      |  



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##### Table of Contents

Depreciation expense for the years ended December 31, 2009 and 2008 was $23,000 and
$35,000 respectively.



|4. | Accrued Expenses
|-- | ----------------

Accrued
expenses consist of the following at December 31:



|                             |  |                |     |      |   |    
|---------------------------- |  | -------------- | --- | ---- | - | ---
|                             |  | 2009           |     | 2008
|                             |  | (in thousands)
|Legal and accounting fees    |  | $              | 99  |      | $ | 247
|Scientific and clinical fees |  |                | 12  |      |   | 29 
|Accrued compensation         |  |                | 414 |      |   | 27 
|Other                        |  |                | 254 |      |   | 77 
|                             |  |                |     |      |   |    
|Total                        |  | $              | 779 |      | $ | 380
|                             |  |                |     |      |   |    



|5. | Related Party Transactions
|-- | --------------------------

In 2002, a stockholder and director of the Company agreed to receive compensation for certain 2002 scientific advisory services in the form of 25,354 shares of common stock and 25,354 options at an exercise price of $2.96 to purchase common
stock of the Company. As of December 31, 2002, the Company recorded the deemed fair value of such compensation of $122,000 as an accrued liability. The common stock was valued at $76,000, based on the closing price of the publicly traded shares
of common stock on the date of grant. The options were valued at $46,000 using the Black-Scholes option-pricing model, based on a deemed fair value of the Companys common stock of $3.00 per share. The accrued liability at December 31,
2002 was converted to equity in 2003 when the 25,354 shares of common stock and 25,354 options were issued to this individual.

Medi-Pharmaceuticals, Inc.

On October 31, 2008, the Companys board of directors authorized
Medi-Pharmaceuticals, Inc. (Medi-Pharma), a wholly-owned subsidiary as of that date, to enter into a joint venture to deploy certain of the Companys technology, as well as original technology to be developed by the joint venture,
for use in nutraceutical cardiovascular therapies. This deployment was accomplished by: (i) a merger of FOD Enterprises, Inc., with and into Medi-Pharma on November 25, 2008, following which Medi-Pharma became the surviving corporation and
the Company became the owner of 10% of the outstanding capital stock of Medi-Pharma; and (ii) the Company entering into a license agreement with Medi-Pharma dated November 25, 2008, and clarified by an amendment dated December 15,
2008. Pursuant to the license agreement, the Company granted Medi-Pharma an exclusive, worldwide perpetual license to commercialize all of the Companys polysaccharide technology exclusively in the field of cardiovascular therapies (both
preventive and therapeutic) in exchange for a royalty equal to 10% of Medi-Pharmas net revenues from products sold based on the licensed technology. Under the terms of the agreement Medi-Pharma must advance $1.0 million in cash to the Company
by May 30, 2009 or the Company will have the ability to terminate the license agreement. On February 12, 2009, the Company terminated the license agreement and entered into a Technology Transfer and Sharing Agreement (the Sharing
Agreement) with Medi-Pharma. Under the terms of the agreement, the Company and Medi-Pharma agreed that the Company would not work in the area of polysaccharides in heart disease for a period of five years without the consent of Medi-Pharma and
Medi-Pharma will not work in the area of polysaccharides in oncology and liver/kidney fibrosis for a period of five years without the consent of the Company. Also under the terms of the agreement, the Company licensed to Medi-Pharma, in perpetuity,
all items of intellectual property owned by the Company with respect to the use of polysaccharides for heart indications. Further, the Company granted Medi-Pharma access to all of the Companys intellectual property in the area of fibrotic
tissue in applications other than liver/kidney fibrosis and Medi-Pharma granted the Company access to all intellectual property in the area of kidney/lever fibrosis.



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On February 12, 2009, the Company also entered into a Consulting
Agreement (the Consulting Agreement) with Medi-Pharma pursuant to which the parties agreed that Medi-Pharma will provide (a) certain manufacturing and development services related to DAVANAT®, (b) training to the Companys technicians in best practices for laboratory processes and procedures and (c) upon the request of the
Company, advice and review relative to current pre-clinical trials and clinical trials, and submissions of information or other documentation, to the FDA related to DAVANAT®. The Consulting Agreement provides that to the extent the services are provided by David Platt, Ph.D., Medi-Pharma shall receive no compensation. The term of the
Consulting Agreement is until February 12, 2011.

At December 31, 2009, Medi-Pharma had no assets or liabilities and
had recorded no income or expense. The carrying value of the Companys ownership interest of Medi-Pharma at December 31, 2009 is $0.



|6. | Stockholders (Deficit) Equity
|-- | ------------------------------

The Company has raised capital through a number of debt and equity financing transactions. The following provides a chronological description of the Companys equity financings and certain warrants
issued in connection with such equity financings.

2001 Private Placement

From May 25, 2001 through December 3, 2001, the Company sold a total of 689,300 shares of common stock for proceeds of $2,221,000,
net of $17,000 of issuance costs through a private placement of securities (the 2001 Private Placement).

In
connection with the 2001 Private Placement, the Company issued 339,200 and 350,100 warrants to purchase common stock at $6.50 and $5.00 per share, respectively. The Company valued the warrants at $886,000, based on a deemed fair market value of the
Companys common stock of $2.28 per share. These warrants expired unexercised in 2005.

In August 2001, the Company
offered warrants to holders of its outstanding convertible notes as an inducement to convert prior to the maturity of the notes. Holders representing $1,126,000 of the outstanding principal and accrued interest chose to convert at a conversion price
of $2.00 per share and received 598,229 common shares and 562,801 warrants. These warrants have an exercise price of $6.50 per share and are immediately exercisable. The Company valued the warrants at $503,000 based on a deemed fair market value of
the Companys common stock of $2.28 per share. The value of the warrants has been recorded as a debt conversion expense. These warrants expired unexercised in 2005.

In 2002, the Company issued 110,000 warrants to the agents in connection with the 2001 debt offering. The warrants are exercisable immediately at an exercise price of $3.50 per share and have a 10 year
life. The Company valued these warrants at $236,000 based on a deemed fair value of the Companys common stock of $3.50 per share and recorded such value as interest expense in the statement of operations for the year ended December 31,
2002.

Public Offering

On December 13, 2001, the Company commenced a public offering of common stock, at a price to the public of $3.50 per share. The Company concluded the offering on June 30, 2002. During 2002, the
Company sold 185,999 shares of common stock in this offering for proceeds of $602,000, net of $49,000 of issuance costs.



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2002 Private Placement

In September 2002, the Company began a private placement (the 2002 Private Placement) of up to 10,000,000 shares of common stock
at $1.00 per share. As of December 31, 2002, the Company had sold 3,223,360 shares for proceeds of $2,861,000, net of issuance costs of $212,000 and stock subscription receivable of $150,000, which related to shares purchased but for which
payment had not been received as of December 31, 2002. This offering was closed on January 14, 2003, although subsequent to year end the Company sold an additional 1,088,000 shares for additional proceeds of $1,070,000, net of $18,000 of
offering costs.

The Company compensated a registered investment adviser with respect to shares purchased by its clients. As
of December 31, 2002, the adviser was entitled to receive 173,500 shares of common stock. The Company also agreed to compensate a finder registered under applicable law, and such finders agents, for identifying qualified investors. As of
December 31, 2002, one of the finders agents was entitled to receive 750 shares of common stock. On January 14, 2003, the Company closed the 2002 Private Placement, at which point the Company agreed to issue the adviser an additional
2,500 shares, and the finder and its other agent an aggregate of 9,750 additional shares and $3,000 in cash in connection with the shares sold subsequent to December 31, 2002 and through the closing date.

Shares placed by such registered adviser, finder and finders agent were accounted for as offering costs and valued at $1.00 per share,
consistent with the price paid for the shares placed in the offering. Such offering costs were netted against the proceeds of the 2002 Private Placement. Since none of the 174,250 shares had been issued as of December 31, 2002, the Company
recorded the obligation to issue such shares as offering costs payable. The additional 12,250 shares issued in January 2003 were also valued at $1.00 per share and included in the $18,000 offering costs recorded at the closing. These shares were
subsequently issued in 2003.

During 2002, the Company also agreed to issue 2,100 shares of common stock to an employee for
finding investors in connection with the 2002 Private Placement. None of the shares had been issued as of December 31, 2002. These shares were subsequently issued in 2003. Accordingly, the Company recorded the obligation to general and
administrative expenses in the statement of operations in the amount of $6,000. On January 14, 2003, the Company closed the 2002 Private Placement, at which point the Company agreed to issue such employee an additional 7,000 shares in
connection with shares sold subsequent to December 31, 2002 and through the closing date. The Company recorded an additional obligation of $27,000 to general and administrative expenses in 2003 representing the fair value of the additional
7,000 shares.

2002 Related Party Transaction

The Company agreed to issue 25,354 shares of common stock as payment for 2002 scientific advisory services. These shares were issued in 2003.

May 2003 Private Placement

In May 2003, the Company began a private placement of up to 2.5 million shares of common stock at $2.00 per share. As of the closing on July 15, 2003, the Company had sold 2,399,500 shares of
common stock for proceeds of $4,671,000, net of issuance costs of $128,000. In connection with this offering the Company issued 109,613 common stock warrants (exercisable at $5.40 per share) to its placement agents. The Company valued the warrants
at $261,000 using the Black-Scholes pricing model and recorded the warrant value as offering costs with a corresponding increase to additional paid-in capital. These warrants expired unexercised in 2006.



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October 2003 PIPE Transaction

On October 2, 2003 the Company closed a private offering, structured as a Private Investment, Public Equity (PIPE), exempt
from registration under Section 4(2) of the Securities Act of 1933, in which it sold to institutional investors 1,314,571 of the 1,428,571 offered shares of common stock at $3.50 per share for proceeds of $4,041,000, net of issuance costs of
$559,000. In connection with this offering, the Company issued warrants (defined in Note 8 as the 2003 Investor Warrants and the 2003 Placement Agent Warrants). The Company allocated proceeds from this offering in the amounts of $2,531,000 and
$191,000 representing the fair value of the 2003 Investor Warrants and the 2003 Placement Agent Warrants, respectively. See Note 8 for additional description of these warrants. These warrants expired unexercised in 2008.

April 2004 PIPE Transaction

On April 7, 2004, the Company closed a private equity offering, structured as a PIPE in which it sold to certain institutional investors 1,236,111 shares of common stock at $3.60 per
share for proceeds of $3,983,000, net of cash issuance costs of $466,000. In connection with this offering, the Company issued warrants (defined in Note 8 as the April 2004 Investor Warrants and the April 2004 Placement Agent Warrants). The Company
allocated proceeds from this offering in the amounts of $1,931,000, and $154,000, representing the relative fair value of the April 2004 Investor Warrants and the April 2004 Placement Agent Warrants, respectively. See Note 8 for additional
description of these warrants which are recorded as derivative liabilities. The placement agent warrants expired unexercised in 2007 and the investor warrants expired unexercised in 2009.

August 2004 PIPE Transaction

On August 12, 2004, the Company closed a private offering, structured as a PIPE in which it sold to certain institutional investors 2,000,000 shares of common stock at $3.00 per share for
proceeds of $5,515,000, net of cash issuance costs of $485,000. In connection with this offering the Company issued warrants (defined in Note 8 as the August 2004 Investor Warrants and the August 2004 Placement Agent Warrants). The Company allocated
proceeds from this offering in the amounts of $4,786,000 and $239,000 representing the fair value of the August 2004 Investor Warrants and the August 2004 Placement Agent Warrants, respectively. See Note 8 for additional description of these
warrants, which expired unexercised in 2009.

In 2004, the stockholders approved an increase in the number of
undesignated shares that the Company is authorized to issue by 5,000,000 such that the total number of authorized undesignated shares following the effectiveness of such increase is 10,000,000 at December 31, 2006.
Currently 2,000,000 shares remain undesignated. 5,000,000 have been designated for Series A 12% Convertible Preferred Stock, of which, 1,742,500 have been authorized and are outstanding, 900,000 have been designated for Series B-1 Preferred Stock
and 2,100,000 have been designated for Series B-2 Preferred Stock.

February 4, 2008 Private Placement 
Series A 12% Convertible Preferred Stock

On February 4, 2008, the Company closed a private placement
begun in October 2007 of its Series A 12% Convertible Preferred Stock (Series A Preferred) and related warrants. In this transaction, the Company sold units of securities at $1.00 per unit, each unit comprised of (i) one share
of Series A Preferred, (ii) a warrant to purchase one share of common stock for $1.50, and (iii) a warrant to purchase one share of common stock for $2.00. Each share of the Series A Preferred is entitled to dividends at the rate of
12% per annum payable at the Companys option in cash or shares of common stock valued at the higher of $1.00 per share or 100% of the value weighted average price of the Companys share price for the 20 consecutive trading days prior
to the applicable dividend payment date. Dividends are payable semi-annually on March 30 and September 30. The dividend paid on the initial dividend payment date is calculated from the



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date the Company deposited each subscription advance. During 2009 and 2008, the Company recorded dividends of $209,000 and $239,000, respectively, and issued 209,100 and 187,367 shares of common
stock, respectively, for dividend payments.

The shares of Series A Preferred are entitled to vote as a class with the
Companys common stock and each share of Series A Preferred is convertible at any time to one share of common stock, subject to adjustment in the event of a stock dividend, stock split or combination, reclassification or similar event. The
Company has the right to require conversion if the closing price of the common stock exceeds $3.00 for 15 consecutive trading days and a registration statement covering the resale of the shares of common stock issuable upon conversion of the Series
A Preferred is then in effect. Each warrant is exercisable solely for cash beginning August 3, 2008 and expires on February 4, 2012. The exercise price of each warrant is adjustable in the event of a stock split or stock combination,
capital reorganization, merger or similar event.

As of December 31, 2007, the Company had received subscription advances
of $1,667,500 for Series A Preferred. In 2008, the Company received additional subscription advances of $75,000 resulting in total gross proceeds of $1,742,500. On February 4, 2008 the Company closed the private placement. The Company
incurred $52,000 of cash transaction costs resulting in net cash proceeds of $1,691,000. In addition, the Company incurred $3,000 of costs for warrants issued to placement agents. Proceeds of $984,000 were allocated to investor warrants using the
Black-Scholes method with the following assumptions as of February 4, 2008: risk free interest rate 2.51%, volatility 95%, fair market value of the companys common stock on February 4, 2008, and the share price on the closing date of
the transaction of $0.59. The warrants were determined to have the characteristics of derivative liabilities and were originally accounted for as liabilities. In the second quarter of 2008, these warrants liabilities were marked to market resulting
in a change in fair value of warrant liabilities gain in the Statement of Operations of $100,000 as a consequence of the Charter Amendment increasing the Companys authorized shares of common stock and reclassified to Stockholders Equity.
See Note 8 for further explanation.

February 25, 2008 Offering

On February 25, 2008, the Company closed an offering in which it sold to investors (i) an aggregate of 7,500,000 shares of the
Companys common stock at $0.50 per share, (ii) warrants, which expire on August 25, 2013, to purchase an aggregate of 7,500,000 share of the Companys common stock at an exercise price of $0.70 per share, and
(iii) warrants, which expire on December 26, 2008, to purchase an aggregate of 3,000,000 shares of the Companys common stock at an exercise price of $0.63 per share. In addition, the Company issued to a placement agent warrants,
which expire on August 25, 2013, to purchase 206,250 shares of the Companys common stock at an exercise price of $0.70. The warrants are exercisable beginning on August 25, 2008. The warrants provide for cashless exercise if at any
time during the term of the warrants if there is no effective registration statement for the issuance or resale of the underlying warrant shares. The exercise price of each warrant is adjustable in the event of a stock split or stock combination,
capital reorganization, merger or similar event. On December 26, 2008, the 3,000,000 warrants exercisable at $0.63 expired unexercised.

The Company received proceeds of $3,381,000, net of cash transaction costs of $369,000. In addition the Company incurred $56,000 of costs for warrants issued to a placement agent. Proceeds of $1,044,000
were allocated to common stock and $2,281,000 were allocated to investor warrants using the Black-Scholes method with a fair market value of the Companys common stock of $0.40 and the following assumptions as of February 25, 2008: for the
5 year warrants exercisable at $0.70, a risk-free interest rate of 2.94% and volatility of 95% and for the 4 month warrants exercisable at $0.63, a risk-free interest rate of 2.13% and volatility of 95%. The warrants were determined to have the
characteristics of derivative liabilities and were originally accounted for as liabilities.



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In the second quarter of 2008, these warrants liabilities were marked to market resulting in
a change in fair value of warrant liabilities gain in the Statement of Operations of $356,000 as a consequence of the Charter Amendment increasing the Companys authorized shares of common stock and reclassified to Stockholders Equity. On
July 2, 2008, the Company issued 300,000 warrants to Cork Investments in exchange for $20,000. The warrants are exercisable for common stock at $1.00 per share for a period of three years. The $20,000 was credited to additional paid in capital.

On November 19, 2008, the Company filed a registration statement on Form S-1 with the SEC for a rights offering to
distribute, at no charge, subscription rights to purchase shares of its common stock to its existing holders. The registration statement has not yet become effective. On February 17, 2009 the Company announced that it has postponed its
previously announced rights offering. Subject to market conditions, the Company will determine whether it will proceed with the rights offering after it files its Annual Report on Form 10-K with the Securities and Exchange Commission.



|7. | Series B Redeemable Convertible Preferred Stock
|-- | -----------------------------------------------

On February 12, 2009, the Company entered into a securities purchase agreement (the 10X Agreement) pursuant to which it agreed to issue and sell to 10X Fund LP, at two or more closings,
up to: (i) 3,000,000 shares its Series B convertible preferred stock (Series B redeemable convertible preferred stock or Series B) with an aggregate stated value of $6.0 million and convertible into 12,000,000
shares of common stock and (ii) warrants to purchase 36,000,000 shares of common stock.

On February 12, 2009, the
Company issued and sold, pursuant to the 10X Agreement: (i) 900,000 shares of Series B-1 convertible preferred stock (Series B-1 redeemable convertible preferred stock or Series B-1) convertible into 3,600,000
shares of common stock; (ii) Class A-1 warrants exercisable to purchase 1,800,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 1,800,000 shares of common stock; and (iv) Class B warrants
exercisable to purchase 7,200,000 shares of common stock. Net proceeds from the closing were $1,548,000.

On May 13,
2009, the Company issued and sold, pursuant to the 10X Agreement: (i) 450,000 shares of Series B-2 convertible preferred stock (Series B-2 redeemable convertible preferred stock or Series B-2) convertible into
1,800,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 900,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 900,000 shares of common stock; and (iv) Class B warrants
exercisable to purchase 3,600,000 shares of common stock. Net proceeds from the closing were $801,000.

On June 30, 2009,
the Company issued and sold, pursuant to the 10X Agreement: (i) 250,000 shares of Series B-2 convertible into 1,000,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 500,000 shares of common stock;
(iii) Class A-2 warrants exercisable to purchase 500,000 shares of common stock; and (iv) Class B warrants exercisable to purchase 2,000,000 shares of common stock. Net proceeds from the closing were $473,000.

On August 12, 2009, the Company issued and sold, pursuant to the 10X Agreement: (i) 150,000 shares of Series B-2 convertible into
600,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 300,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 300,000 shares of common stock; and (iv) Class B warrants
exercisable to purchase 1,200,000 shares of common stock. Net proceeds from the closing were $287,000.

On September 30,
2009, the Company issued and sold, pursuant to the 10X Agreement: (i) 162,500 shares of Series B-2 convertible into 650,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 325,000 shares of common stock;
(iii) Class A-2 warrants exercisable to purchase 325,000 shares of common stock; and (iv) Class B warrants exercisable to purchase 1,300,000 shares of common stock. Net proceeds from the closing were $305,000.



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On November 4, 2009, the Company issued and sold, pursuant to the 10X Agreement:
(i) 155,000 shares of Series B-2 convertible into 620,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 310,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 310,000
shares of common stock; and (iv) Class B warrants exercisable to purchase 1,240,000 shares of common stock. Net proceeds from the closing were $296,000.

On December 8, 2009, the Company issued and sold, pursuant to the 10X Agreement: (i) 162,500 shares of Series B-2 convertible into 650,000 shares of common stock; (ii) Class A-1
warrants exercisable to purchase 325,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 325,000 shares of common stock; and (iv) Class B warrants exercisable to purchase 1,300,000 shares of common stock. Net
proceeds from the closing were $310,000.

As of December 31, 2009, the Company may issue up to an additional:
(i) 770,000 shares of Series B-2 convertible into 3,080,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase up to 1,540,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase up
to 1,540,000 shares of common stock; and (iv) Class B warrants exercisable to purchase up to 6,160,000 shares of common stock for an aggregate purchase price of up to $1,540,000 (less fees and expenses). The Company expects the subsequent
closings under the purchase agreement to occur on or before May 25, 2010 (as amended on February 11, 2010).

The
terms of the Series B are as follows:

Dividends.    Holders of the Series B will be entitled to
receive cumulative dividends at the rate of 12% per share per annum (compounding monthly) payable quarterly which may, at the Companys option, be paid in cash or common stock. As amended, all shares of Company common stock paid as
dividends on the Preferred Stock shall be valued at $0.50 per share regardless of the actual market price of the common stock on the applicable dividend payment date. If the Company does not pay any dividend on the Series B, dividends will accrue at
the rate of 15% per annum (compounding monthly).

Conversion Rights.    Each share of Series B
is convertible into four shares of common stock at the conversion price of $0.50 per share (subject to customary anti-dilution protection adjustments) at the option of (i) the holder, at any time and (ii) the Company, at any time after
February 12, 2010 (and upon 10 days notice) if the common stock is quoted at or above $1.50 for 15 consecutive trading days and an effective registration statement regarding the underlying shares of common stock is in effect (subject to certain
monthly volume limits).

Redemption Rights.    Upon notice of not less than 30 trading days, a
holder of Series B may require the Company to redeem, in whole or in part, (i) the Series B-1 at any time on or after December 25, 2010 as amended and (ii) the Series B-2 at any time on or after two years from the date of issuance of
such shares of Series B-2. The redemption price will be equal to the sum of the stated value of the Series B, plus all accrued but unpaid dividends thereon, as of the redemption date. If the Company fails for any reason to pay the redemption price
in cash on the redemption date, then the holders of the Series B requesting redemption may, at their sole option, automatically convert their shares of Series B into a promissory note bearing interest at the rate of 15% per year and secured by
a lien on all of the Companys assets. So long as any shares of the Series B remain outstanding, the Company is also subject to restrictions limiting, among other things, amendments to the Companys organizational documents; the purchase
or redemption of the Companys capital stock; mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other restricted payments; investments and acquisitions; joint ventures, licensing agreements, exclusive
marketing and other distribution agreements; issuances of securities; incurrence of indebtedness; incurrence of liens and other encumbrances and issuances of any common stock equivalents.



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Warrants.    Each Class A-1 warrant, Class A-2 warrant
and Class B warrant is exercisable at $0.50 per share of common stock (subject to customary anti-dilution protection adjustments) at any time on or after the date of issuance until the fifth anniversary of the respective issue date. The Company may,
upon 30 days notice and so long as an effective registration statement regarding the underlying shares of common stock is in effect, issue a termination notice with respect to (i) each Class A-1 warrant on any trading day on which the
market value of the common stock for each of the 15 previous trading days exceeded $1.25 per share (subject to customary anti-dilution protection adjustments) and (ii) each Class A-2 warrant on any trading day on which the market value of
the common stock for each of the 15 previous trading days exceeded $1.75 per share (subject to customary anti-dilution protection adjustments).

The fair value of the warrants issued in connection with the Series B-1 was $1,296,000 at the date of issuance based on the following assumptions: an expected life of 5 years, volatility of 118%, risk
free interest rate of 1.79% and zero dividends. The Company allocated the gross proceeds based on the relative fair value of the Series B-1 and the related warrants, resulting in $1,105,000 of the proceeds being allocated to additional paid-in
capital. The Company analyzed the Series B-1, post-allocation of the gross proceeds, and determined that there was no beneficial conversion feature at the date of issuance. The issuance costs of the Series B-1 were recorded as a reduction to the
carrying value of the Series B-1 when issued, and are accreted to the redemption value of the Series B-1 through the earliest redemption date. Due to the redemption feature, the Company has presented the Series B-1 outside of permanent equity, in
the mezzanine of the condensed consolidated balance sheet at December 31, 2009.

The fair value of the warrants issued
through December 31, 2009 in connection with the Series B-2 was $5,333,000 at the dates of issuance based on the following assumptions: an expected life of 5 years, volatility of 124% to 127%, risk free interest rates of 1.98% to 2.70% and zero
dividends. The Company allocated the gross proceeds based on the relative fair value of the Series B-2 and the related warrants, resulting in $1,732,000 of the proceeds being allocated to additional paid-in capital. The issuance costs of the Series
B-2 were recorded as a reduction to the carrying value of the Series B-2 when issued, and are accreted to the redemption value of the Series B-2 through the earliest redemption dates. Due to the redemption feature, the Company has presented the
Series B-2 outside of permanent equity, in the mezzanine of the condensed consolidated balance sheet at December 31, 2009.

The Company analyzed the Series B-2, post-allocation of the gross proceeds, and determined that there was a beneficial conversion feature at the dates of issuance. Because the closing price of the common stock on the closing date was
greater than the effective conversion price, $628,000 of the proceeds (limited to the allocation of the proceeds) were allocated to an embedded beneficial conversion feature of the Series B-2. The amount allocated to the beneficial conversion
feature was recorded as a discount to the Series B-2 is being accreted, with such accretion being charged through the earliest redemption dates.



|8. | Convertible Debt, Warrant Liabilities and Warrants
|-- | --------------------------------------------------

The Company has raised capital through a number of debt and equity financing transactions. The following provides a chronological description of the Companys debt financings and certain warrants
issued in connection with debt and equity financings.

2000 and 2001 Convertible Notes

During 2001 and 2000, the Company issued $1,036,000 and $285,000 of convertible notes, respectively. In August 2001, the Company offered
warrants to holders of its outstanding convertible notes as an inducement to convert the notes prior to the maturity. Holders representing $1,126,000 of the outstanding principal and accrued interest chose to convert at a conversion price of $2.00
per share and received 598,229 common shares and 562,801 warrants. The unexercised warrants expired in 2005. As described in Note 7,



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the Company valued the warrants at $503,000 using the Black-Scholes option-pricing model, and recorded such value as a debt conversion in 2001. In addition, 110,000 warrants were issued to agents
as part of this offering. See Note 6.

In May 2002, the Company extended the maturity date on $195,000 of convertible notes
payable at December 31, 2001. In consideration for the extension, the holders received one-quarter of one share of the Companys common stock for each whole dollar amount of principal outstanding, or 48,750 shares of common stock. The
Company deferred $171,000 in costs associated with the extension, based on the fair value of the Companys common stock of $3.50 at the time of the extension. These deferred convertible notes payable costs were amortized ratably over the
twelve-month extended term of the notes, or until conversion.

In June 2002, $80,000 in convertible notes payable and $10,000
in related accrued interest was converted into 45,128 shares of common stock. In October 2002, the Company settled convertible notes payable of $100,000 through a cash payment of $86,000 and conversion of $14,000 of principal into 7,000 shares of
common stock pursuant to the original terms of the note. In addition, $17,000 of related accrued interest was repaid in cash. In 2003 the remaining $15,000 of convertible note payable was converted into common stock. During 2002, the remaining
$167,000 of the deferred convertible notes payable extension costs was amortized to interest expense.

October
2003, April 2004 and August 2004 PIPE Transactions

In connection with the October 2003 PIPE
transaction, as described in Note 6, the Company issued 657,293 warrants (the 2003 Investor Warrants) with an initial exercise price of $5.29 per share to the investors and 65,729 warrants (the 2003 Placement Agent Warrants)
with an initial exercise price of $6.86 per share to its placement agent. The exercise price of the warrants is subject to adjustment pursuant to anti-dilution and other provisions. The fair value of the 2003 Investor Warrants and the 2003 Placement
Agent Warrants was determined based on a fair market value of the Companys common stock of $5.29 per share. The 2003 Investor Warrants and 2003 Placement Agent Warrants were valued at $2,531,000 and $191,000, respectively, using the relative
fair value. The Company uses the Black-Scholes pricing model to value these warrants. The 2003 Investor Warrants and the 2003 Placement Agent Warrants were accounted for as freestanding derivative instruments in the consolidated balance sheet under
the caption Warrant Liabilities. Changes in fair value are recognized as either a gain or loss in the consolidated statement of operations under the caption Change in fair value of warrant liabilities. On October 2, 2008
the 2003 Investor Warrants expired unexercised. The October 2003 Placement Agent Warrants expired unexercised in 2007.

In
connection with the April 2004 PIPE transaction, as described in Note 6, the Company issued 618,056 warrants (the April 2004 Investor Warrants) and 61,806 warrants (the April 2004 Placement Agent Warrants) with an initial
exercise price of $5.30 per share to the investors and to the placement agent, respectively. The exercise price of the warrants is subject to adjustment pursuant to anti-dilution and other provisions. The fair value of the April 2004 Investor
Warrants and the April 2004 Placement Agent Warrants was determined based on a fair market value of the Companys common stock of $4.41 per share. The April 2004 Investor Warrants and April 2004 Placement Agent Warrants were valued at
$1,931,000 and $154,000, respectively, using the relative fair value. The Company uses the Black-Scholes pricing model to value these warrants. The April 2004 Investor Warrants and April 2004 Placement Agent Warrants were accounted for as
freestanding derivative instruments in the consolidated balance sheet under the caption Warrant Liabilities. Changes in fair value are recognized as either a gain or loss in the consolidated statement of operations under the caption
Change in fair value of warrant liabilities. The April 2004 Placement Agent Warrants expired unexercised in 2007.



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##### Table of Contents

In connection with the August 2004 PIPE transaction, the Company issued 2,000,000 warrants
(the August 2004 Investor Warrants) and 100,000 warrants (the August 2004 Placement Agent Warrants) with an exercise price of $4.20 per share to the investors and to the placement agent, respectively. The exercise price of
the warrants is subject to adjustment solely as a result of stock splits, recapitalizations and similar events. The fair value of the August 2004 Investor Warrants and the August 2004 Placement Agent Warrants was determined based on a fair market
value of the Companys common stock of $3.39 per share. The August 2004 Investor Warrants and August 2004 Placement Agent Warrants were valued at $4,786,000 and $239,000, respectively. The Company uses the Black-Scholes pricing model to value
these warrants. The August 2004 Investor Warrants and August 2004 Placement Agent Warrants were accounted for as freestanding derivative instruments in the consolidated balance sheet under the caption Warrant Liabilities. Changes in fair
value are recognized as either a gain or loss in the consolidated statement of operations under the caption Change in fair value of warrant liabilities.

February 2006 PIPE Transaction

In February 2006, the
Company issued $10 million in aggregate principal amount of convertible debentures (the Debentures) together with warrants to purchase 1,490,313 shares of the Companys common stock (the 2006 Investor Warrants).
Additionally, in connection with issuance of the Debentures and Warrants, the placement agent received a fee of $550,000 and 149,031 fully vested warrants (the 2006 Placement Agent Warrants) to purchase shares of the Companys
common stock. Net proceeds were $9,300,000 net of $700,000 in direct transaction costs, including the placement agent fee. Redemptions and conversions of the Debentures are described in the table below.

The Debentures bore interest at 7% and were required to be redeemed in eighteen equal monthly installments beginning in August 2006 and
continuing through January 2008. Interest was payable monthly beginning in July 2006. Each redemption installment and accrued interest has been settled in cash or in shares of common stock at the option of the Company. The number of shares
deliverable under the share-settlement option was determined based on the lower of (a) $3.35 per share, as adjusted pursuant to the terms of the Debentures or (b) 90% applied to the average of the lowest five volume-weighted-average
trading prices in a twenty day period immediately preceding each share settlement. If the share-settlement option was elected by the Company, the Company was required to make an estimated payment in shares 30 days prior to the scheduled maturity
date.

On March 20, 2007, the Company entered into a Waiver and Exchange Agreement (the Agreement) with six
of seven remaining holders of the Debentures, representing $3,889,000 of the $4,444,000 outstanding principal. Pursuant to the Agreement, on March 21, 2007, the Company issued 5.2 million shares of its common stock at $0.75 per share to
discharge the principal, accrued and unpaid interest and any other obligations under the Debentures subject to the Agreement. The Agreement also provided that the exercise price of the common stock purchase warrants issued by the Company
contemporaneously with the Debentures, would be reduced to $1.00 (and the number of shares issuable on exercise proportionately increased) to take into account the dilutive effect of this transaction. In connection with the February 2008 finance
transactions, discussed in Note 6, as a result of the anti-dilution provisions of the warrant instruments, the exercise price of the investor and placement agent warrants was reduced to $0.50 and an additional 5,342,770 and 849,477 shares of the
Companys common stock are issuable, respectively, upon exercise of the investor and placement agent warrants. The Warrant Agreement contains a provision that limits the number of shares that can be issued to holders of the warrant.

In October 2008, a number of holders representing 7,988,082 of the outstanding Convertible Debenture warrants agreed to waive their right
to receive cash, at their option, in the event of a fundamental transaction related to the Company. Because they now receive the same treatment as common shareholders, the warrant liability associated with these warrants was reclassified to
stockholders equity in the fourth quarter of 2008. In addition, the placement agent representing 998,508 of the outstanding Convertible Debenture warrants



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##### Table of Contents

reclassified to stockholders equity as described above, waived all future rights to the anti-dilution provisions of the warrant agreement. The warrant liabilities were marked to fair market
value as of the agreement date resulting in a $100,000 gain in the fourth quarter of 2008 to change in fair value of warrant liabilities in the consolidated statement of operations and a reclassification of the remaining balance to additional paid
in capital of $530,000. The remaining 2,995,523 of outstanding Convertible Debenture warrants continue to be classified as Warrant liabilities.

On December 14, 2007, the Company made its last scheduled payment of principal and interest of the remaining outstanding Debentures. At December 31, 2007, the Convertible Debenture was repaid in
full.

The exercise price of the 2006 Investor and Placement Agent Warrants are subject to certain anti-dilution protections,
including for stock splits, stock dividends, change in control events and dilutive issuances of common stock or common stock equivalents, such as stock options, at an effective price per share that is lower than the then conversion price. In the
event of a dilutive issuance of common stock or common stock equivalents, the exercise price would be reduced to equal the lower price per share of the subsequent transaction together with a corresponding increase in the number of warrants.

The Company irrevocably elected to initially and subsequently measure the Debentures in their entirety at fair value with
changes in fair value recognized as either a gain or loss in the consolidated statement of operations. Upon issuance of the Debentures, the Company allocated proceeds received to the Debentures and the 2006 Investor Warrants on a relative fair value
basis. As a result of such allocation, the Company determined the initial carrying value of the Debentures to be $7,747,000. The Debentures were immediately marked to fair value, resulting in a liability in the amount of $9,126,000 and a charge to
Change in fair value of convertible debt instrument of $1,379,000.

Upon issuance, the Company allocated
$2,253,000 of the initial proceeds to the 2006 Investor Warrants and immediately marked them to fair value resulting in a derivative liability of $2,654,000 and a charge to change in fair value of warrant liabilities of $401,000. The
Company paid $700,000 in cash transaction costs and incurred another $266,000 in costs based upon the fair value of the 2006 Placement Agent Warrants. Such costs were expensed immediately as part of fair value adjustments required in connection with
the Debentures and the Companys irrevocable election to initially and subsequently measure the Debentures at fair value with changes in fair value recognized in earnings.

The debt discount in the amount of $2,253,000 (resulting from the allocation of proceeds) was amortized to interest expense using the
effective interest method over the expected term of the Debentures. The Company amortized $559,000 and $1,694,000 of this amount in 2007 and 2006 respectively with a corresponding increase in the carrying value of the Debentures. Of this amount
$257,000 and $1,358,000 was charged to interest expense and $302,000 and $336,000 was recorded in additional paid-in capital as a result of redemptions and conversions during 2007 and 2006 respectively. An additional $93,000 and $492,000 in interest
expense was recorded during 2007 and 2006 respectively based upon the 7% coupon rate.

February 4, 2008 Transaction

On February 4, 2008, the Company closed a private placement in which it sold units of securities comprised of
1,742,500 shares of Series A 12% Convertible Preferred Stock together with warrants to purchase 1,742,500 shares of common stock exercisable at $1.50 and warrants to purchase 1,742,500 shares of common stock exercisable at $2.00. In addition the
Company issued to placement agents warrants to purchase 8,400 shares of common stock at $1.50. The warrants were accounted for as freestanding derivative instruments in the consolidated balance sheet formerly under the caption Warrant
Liabilities. These warrants were originally classified as a liability because the February 2006 warrants contain an anti-dilution provision in the event of a subsequent dilutive issuance and the potential number of shares issuable exceeded the
Companys authorized shares. Changes in fair value were recognized as either a gain or loss in



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##### Table of Contents

the consolidated statement of operations under the caption Change in fair value of warrant liabilities. In the second quarter of 2008, the warrants were reclassified to equity as a
result of an amendment to the Companys articles of incorporation approved at the May 21, 2008 annual meeting of shareholders increasing the Companys authorized common stock from 100,000,000 to 200,000,000 shares (the Charter
Amendment). The Charter Amendment authorization of the additional shares coupled with a provision in the February 2006 warrants limiting the number of shares that can be issued to holders of the February 2006 warrants, ensures that sufficient
shares are available for issuance upon exercise of these warrants, thereby enabling them to be reclassified from a liability to equity. Through May 21, 2008, these warrants were marked to market resulting in a reduction in warrant liabilities
in the balance sheet and an offsetting credit to change in fair value of warrant liabilities in the statement of operations in the amount of $100,000. The remaining fair value of $502,000 was credited to additional paid-in capital in the balance
sheet. If the Company subdivides or combines its outstanding common stock, or issues additional shares of its capital stock in payment of a stock dividend in respect of its common stock or other securities, the number of shares issuable shall be
proportionately increased or decreased, and the exercise price of the warrants shall be proportionately decreased or increased.

February 25, 2008 Transaction

On February 25, 2008, the Company sold to investors 7,500,000
shares of its common stock, 7,500,000 warrants to purchase shares of common stock exercisable at $0.70, and 3,000,000 warrants to purchase shares of common stock exercisable at $0.63. In addition, the Company issued to a placement agent 206,250
warrants to purchase shares of common stock at $0.70. The warrants were accounted for as freestanding derivative instruments in the consolidated balance sheet under the caption Warrant Liabilities. These warrants were originally
classified as a liability because the February 2006 warrants contain an anti-dilution provision in the event of a subsequent dilutive issuance and the potential number of shares issuable exceeded the Companys authorized shares prior to the
Charter Amendment. Changes in fair value were recognized as either a gain or loss in the consolidated statement of operations under the caption Gain/loss on change in fair value of warrant liabilities. In the second quarter of 2008 the
warrants were reclassified to equity as a result of the Charter Amendment. The Charter Amendment authorization of the additional shares coupled with a provision in the February 2006 warrants limiting the number of shares that can be issued to
holders of the February 2006 warrants ensures that sufficient shares are available for issuance upon exercise of these warrants, thereby enabling them to be reclassified from a liability to equity. Through May 21, 2008, these warrants were
marked to market resulting in a reduction in warrant liabilities in the balance sheet and an offsetting credit to change in fair value of warrant liabilities in the statement of operations in the amount of $356,000. The remaining fair value of
$2,160,000 was credited to additional paid-in capital in the balance sheet. On December 26, 2008 the 3,000,000 warrants exercisable at $0.63 expired unexercised. If the Company pays a stock dividend or makes a distribution or combines shares of
its common stock, then the number of shares issuable upon exercise of this warrant shall be proportionately adjusted such that the aggregate exercise price of this warrant remains unchanged.

Investor Relations Group

In May 2008 the Company entered into an agreement with Investor Relations Group (IRG) for IRG to provide investor relations services to the Company in exchange for cash and warrants on a
monthly basis. On September 30, 2008 the Company terminated the agreement under the provisions of the agreement. During the effective contract period IRG earned 39,000 warrants valued at $3,000. The expense associated with these warrants was
calculated using the Black-Scholes option-pricing model and charged to stock compensation expense. Assumptions used to value these warrants are included in the table provided below. The warrants are exercisable at $0.50 per share for a period of
three years.



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Cork Investments

On July 2, 2008 the Company issued 300,000 warrants to an investor in exchange for $20,000. The warrants are exercisable for common
stock at $1.00 per share for a period of three years. The $20,000 was credited to additional paid in capital.

Consultant Warrants

In April 2009, the Company entered into agreements with consultants that provided
for the grant of warrants for the purchase of 80,000 shares of common stock at an exercise price of $0.50 per share. The warrants were valued at $32,000 on issuance based on the following assumptions: an expected life of 4 years, volatility of 134%,
risk free interest rate of 1.76% and zero dividends. The warrants vested immediately and the Company recognized expense related to these warrants of $32,000 during the year ended December 31, 2009. The agreements provide for the issuance of
additional warrants to purchase up to approximately 700,000 shares of common stock based on the achievement of certain milestones. The Company will value and account for these potential warrants when it is determined that it is probable the
milestones will be achieved.

In May 2009, the Company entered into agreements with consultants that provided for the grant of
warrants to purchase 575,000 shares of common stock at an exercise price of $0.50 per share. The warrants were valued at $232,000 on issuance based on the following assumptions: an expected life of 5 years, volatility of 124%, risk free interest
rate of 2.16% and zero dividends. The warrants vest through April 2011 and the Company recognized expense related to these warrants of $122,000 during the year ended December 31, 2009. The agreements provide for the issuance of additional
warrants to purchase up to approximately 150,000 shares of our common stock based on the achievement of certain milestones. The Company will value and account for these potential warrants when it is determined that it is probable the milestones will
be achieved.

In June 2009, the Company entered into an agreement with a consultant that provided for the grant of warrants
for the purchase of 240,000 shares of common stock with an exercise price of $0.50 per share and with an exercise period of 4 years. The agreement was for payment of an invoice of $48,000 for past services performed and the warrants were valued at
$48,000.

In July 2009, the Company entered into agreements with a consultant that provided for the grant of warrants for the
purchase of 100,000 shares of common stock at an exercise price of $0.50 per share. The warrants were valued at $37,000 on issuance based on the following assumptions: an expected life of 4 years, volatility of 136%, risk free interest rate of 2.08%
and zero dividends. The warrants vested immediately and the Company recognized expense related to these warrants of $37,000 during the year ended December 31, 2009.

Warrants

Warrant activity is summarized as follows:



|                                 |  |            |  
|-------------------------------- |  | ---------- | -
|Outstanding at January 1, 2008   |  | 8,276,706  |  
|Issued                           |  | 17,073,605 |  
|                                 |  |            |  
|Outstanding at December 31, 2008 |  | 25,350,311 |  
|                                 |  |            |  
|Issued                           |  | 27,755,000 |  
|Cancelled                        |  | (2,718,056 | )
|                                 |  |            |  
|Outstanding at December 31, 2009 |  | 50,387,255 |  
|                                 |  |            |  



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##### Table of Contents

The following table summarizes information with regard to outstanding warrants issued in
connection with equity and debt financings and consultants as of December 31, 2009.



|                                                          |  |              |  |               |      |                  |                    |                 |                   
|--------------------------------------------------------- |  | ------------ |  | ------------- | ---- | ---------------- | ------------------ | --------------- | ------------------
|Issued in Connection With                                 |  | NumberIssued |  | ExercisePrice |      | Exercisable Date |                    | Expiration Date
|February 2006 Transaction                                 |  |              |  |               |      |                  |                    |                 |                   
|Investor Warrants (classified as Warrant Liabilities) (1) |  | 6,989,574    |  | $             | 0.50 |                  | August 15, 2006    |                 | August 14, 2011   
|Investor Warrants (classified as Warrant Liabilities) (2) |  | 2,995,523    |  | $             | 0.50 |                  | August 15, 2006    |                 | August 14, 2011   
|Placement Agent Warrants (classified as equity) (3)       |  | 998,508      |  | $             | 0.50 |                  | August 15, 2006    |                 | August 14, 2011   
|2001 Placement Agents                                     |  | 110,000      |  | $             | 3.50 |                  | February 1, 2002   |                 | February 1, 2012  
|February 4, 2008 Series A Transaction                     |  |              |  |               |      |                  |                    |                 |                   
|$1.50 Investor Warrants                                   |  | 1,742,500    |  | $             | 1.50 |                  | August 3, 2008     |                 | February 4, 2012  
|$2.00 Investor Warrants                                   |  | 1,742,500    |  | $             | 2.00 |                  | August 3, 2008     |                 | February 4, 2012  
|$1.50 Placement Agent Warrants                            |  | 8,400        |  | $             | 1.50 |                  | August 3, 2008     |                 | February 4, 2012  
|February 25, 2008 Common Stock Transaction                |  |              |  |               |      |                  |                    |                 |                   
|$0.70 Investor Warrants                                   |  | 7,500,000    |  | $             | 0.70 |                  | August 25, 2008    |                 | August 25, 2013   
|$0.70 Placement Agent Warrants                            |  | 206,250      |  | $             | 0.70 |                  | August 25, 2008    |                 | August 25, 2013   
|Investor Relations Group                                  |  | 39,000       |  | $             | 0.50 |                  | September 30, 2008 |                 | September 30, 2011
|Cork Investments                                          |  | 300,000      |  | $             | 1.00 |                  | July 2, 2008       |                 | July 2, 2011      
|February 12, 2009 Series B-1 Transaction                  |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 1,800,000    |  | $             | 0.50 |                  | February 12, 2009  |                 | February 12, 2014 
|$0.50 Investor WarrantsClass A-2                         |  | 1,800,000    |  | $             | 0.50 |                  | February 12, 2009  |                 | February 12, 2014 
|$0.50 Investor WarrantsClass B                           |  | 7,200,000    |  | $             | 0.50 |                  | February 12, 2009  |                 | February 12, 2014 
|May 13, 2009 Series B-2 Transaction                       |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 900,000      |  | $             | 0.50 |                  | May 13, 2009       |                 | May 13, 2014      
|$0.50 Investor WarrantsClass A-2                         |  | 900,000      |  | $             | 0.50 |                  | May 13, 2009       |                 | May 13, 2014      
|$0.50 Investor WarrantsClass B                           |  | 3,600,000    |  | $             | 0.50 |                  | May 13, 2009       |                 | May 13, 2014      
|June 30, 2009 Series B-2 Transaction                      |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 500,000      |  | $             | 0.50 |                  | June 30, 2009      |                 | June 30, 2014     
|$0.50 Investor WarrantsClass A-2                         |  | 500,000      |  | $             | 0.50 |                  | June 30, 2009      |                 | June 30, 2014     
|$0.50 Investor WarrantsClass B                           |  | 2,000,000    |  | $             | 0.50 |                  | June 30, 2009      |                 | June 30, 2014     
|April 15, 2009 Consultant Warrants                        |  | 80,000       |  | $             | 0.50 |                  | April 15, 2009     |                 | April 15, 2013    
|May 1, 2009 Consultant Warrants                           |  | 575,000      |  | $             | 0.50 |                  | May 1, 2009        |                 | May 1, 2014       
|June 30, 2009 Consultant Warrants                         |  | 240,000      |  | $             | 0.50 |                  | June 30, 2009      |                 | June 30, 2014     
|July 26, 2009 Consultant Warrants                         |  | 100,000      |  | $             | 0.50 |                  | July 26, 2009      |                 | July 26, 2014     
|August 12, 2009 Series B-2 Transaction                    |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 300,000      |  | $             | 0.50 |                  | August 12, 2009    |                 | August 12, 2014   
|$0.50 Investor WarrantsClass A-2                         |  | 300,000      |  | $             | 0.50 |                  | August 12, 2009    |                 | August 12, 2014   
|$0.50 Investor WarrantsClass B                           |  | 1,200,000    |  | $             | 0.50 |                  | August 12, 2009    |                 | August 12, 2014   
|September 30, 2009 Series B-2 Transaction                 |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 325,000      |  | $             | 0.50 |                  | September 30, 2009 |                 | September 30, 2014
|$0.50 Investor WarrantsClass A-2                         |  | 325,000      |  | $             | 0.50 |                  | September 30, 2009 |                 | September 30, 2014
|$0.50 Investor WarrantsClass B                           |  | 1,300,000    |  | $             | 0.50 |                  | September 30, 2009 |                 | September 30, 2014
|November 4, 2009 Series B-2 Transaction                   |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 310,000      |  | $             | 0.50 |                  | November 4, 2009   |                 | November 4, 2014  
|$0.50 Investor WarrantsClass A-2                         |  | 310,000      |  | $             | 0.50 |                  | November 4, 2009   |                 | November 4, 2014  
|$0.50 Investor WarrantsClass B                           |  | 1,240,000    |  | $             | 0.50 |                  | November 4, 2009   |                 | November 4, 2014  
|December 8, 2009 Series B-2 Transaction                   |  |              |  |               |      |                  |                    |                 |                   
|$0.50 Investor WarrantsClass A-1                         |  | 325,000      |  | $             | 0.50 |                  | December 8, 2009   |                 | December 8, 2014  
|$0.50 Investor WarrantsClass A-2                         |  | 325,000      |  | $             | 0.50 |                  | December 8, 2009   |                 | December 8, 2014  
|$0.50 Investor WarrantsClass B                           |  | 1,300,000    |  | $             | 0.50 |                  | December 8, 2009   |                 | December 8, 2014  
|                                                          |  |              |  |               |      |                  |                    |                 |                   
|Total outstanding warrants                                |  | 50,387,255   |  |               |      |                  |                    |                 |                   
|                                                          |  |              |  |               |      |                  |                    |                 |                   



|(1) | The exercise price of the warrants has been adjusted from $3.35 per share to $0.50 per share and an additional 2,548,430 shares of the Companys common stock are
issuable upon exercise of the warrants due to subsequent issuance of equity related instruments. The warrants were classified as equity at December 31, 2008 but have been reclassified as warrant liabilities as a result of the adoption of new
accounting provisions on January 1, 2009 that require warrants with certain features to be accounted for as a liability.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(2) | The exercise price of the warrants has been adjusted from $3.35 per share to $0.50 per share and an additional 5,946,354 shares of the Companys common stock are
issuable upon exercise of the warrants due to subsequent issuance of equity related instruments.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The exercise price of the warrants has been adjusted from $3.35 per share to $0.50 per share and an additional 849,477 shares of the Companys common stock are
issuable upon exercise of the warrants due to subsequent issuance of equity related instruments.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Impact
of Adopting Provisions Regarding Warrant Liabilities

In June 2008, the Financial Accounting Standards Board
(FASB) ratified standards related to determining whether an instrument (or an embedded feature) is indexed to an entitys own stock. The standards provide that an entity should use a two step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instruments contingent exercise and settlement provisions. The standard is effective for fiscal years beginning after
December 15, 2008. The Company adopted the standard on January 1, 2009 and determined that the 6,989,574 warrants issued in connection with the February 2006 Transaction that had been classified as equity and included in additional paid-in
capital at December 31, 2008, should be classified as liabilities due to repricing and anti-dilution provisions contained in the warrant agreements. The impact of adopting new accounting provisions on January 1, 2009, which required the
treatment of warrants with certain features as liabilities rather than equity, was a decrease in additional paid-in-capital by $458,000, which was the fair value recorded at the time the warrants were transferred from a liability to equity during
the year ended December 31, 2008, an increase of warrant liabilities by $204,000, the fair value of the warrants as of January 1, 2009 and a credit to accumulated deficit for the difference.

During the year ended December 31, 2009, the Company recognized a loss of $1,374,000 in its condensed consolidated statements of
operations related to the change in fair value of warrant liabilities. During the year ended December 31, 2008, the Company recognized a gain of $2,145,000 related to the change in fair value of warrant liabilities.



|9. | Fair Value of Financial Instruments
|-- | -----------------------------------

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize
data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability. A majority of the Companys financial
liabilities have been classified as Level 2. These Level 2 liabilities consist of warrant liabilities and have been valued using the Black-Scholes pricing model. The fair values of our money markets (cash equivalents), are readily determinable
and have therefore been classified as Level 1 assets.

The Company uses the Black-Scholes pricing model to calculate fair
value of its warrant liabilities. Key assumptions used to apply these models are as follows:



|                                          |  |              |            |   |      |   |                         |  
|----------------------------------------- |  | ------------ | ---------- | - | ---- | - | ----------------------- | -
|                                          |  | December 31, |           
|                                          |  | 2009         |            |   | 2008 |  
|Risk free interest rate                   |  |              | 1.14       | % |      |   | 0.11%  0.91            | %
|Expected life                             |  |              | 1.62 years |   |      |   | 0.27 years  2.62 years |  
|Expected volatility of common share price |  |              | 156        | % |      |   | 95                      | %
|Common share price                        |  | $            | 0.28       |   |      | $ | 0.09                    |  



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##### Table of Contents

Below is a summary of our fair value measurements at December 31, 2009 and
2008:



|                                          |  |                  |       |                                       |   |                                           |  |                                        |       |  |   |  
|----------------------------------------- |  | ---------------- | ----- | ------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ----- |  | - | -
|                                          |  | Value atyear end |       | Quotedprices inactivemarkets(Level 1) |   | Significantotherobservableinputs(Level 2) |  | Significantunobservableinputs(Level 3)
|                                          |  | (in thousands)  
|Year ended December 31, 2009:             |  |                  |       |                                       |   |                                           |  |                                        |       |  |   |  
|Warrant liabilities                       |  | $                | 1,633 |                                       | $ |                                          |  | $                                      | 1,633 |  | $ | 
|Money markets (cash and cash equivalents) |  |                  | 229   |                                       |   | 229                                       |  |                                        |      |  |   | 
|                                          |  |                  |       |                                      
|Year ended December 31, 2008:             |  |                  |       |                                       |   |                                           |  |                                        |       |  |   |  
|Warrant liabilities                       |  | $                | 55    |                                       | $ |                                          |  | $                                      | 55    |  | $ | 
|Money markets (cash and cash equivalents) |  |                  | 238   |                                       |   | 238                                       |  |                                        |      |  |   | 

A
summary of changes in the Warrant Liabilities is as follows:



|                                                                                                  |  |                                 |        |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | -
|                                                                                                  |  | Fair Value ofWarrantLiabilities |       
|                                                                                                  |  | (in thousands)                  |       
|Balance January 1, 2008                                                                           |  | $                               | 2,069  |  
|Fair value assigned to February 4, 2008 transaction warrants upon issuance                        |  |                                 | 987    |  
|Fair value assigned to February 25, 2008 transaction warrants upon issuance                       |  |                                 | 2,337  |  
|Reclassification of February 4 and February 25, 2008 warrant liabilities to Stockholders Deficit |  |                                 | (2,663 | )
|Reclassification of February 2006 warrant liabilities to Stockholders Deficit                    |  |                                 | (530   | )
|Change in fair value of warrant liabilities                                                       |  |                                 | (2,145 | )
|                                                                                                  |  |                                 |        |  
|Balance December 31, 2008                                                                         |  | $                               | 55     |  
|                                                                                                  |  |                                 |        |  
|Cumulative effect of change in accounting policy                                                  |  |                                 | 204    |  
|Change in fair value of warrant liabilities                                                       |  |                                 | 1,374  |  
|                                                                                                  |  |                                 |        |  
|Balance December 31, 2009                                                                         |  | $                               | 1,633  |  
|                                                                                                  |  |                                 |        |  

The Companys financial instruments consist of cash equivalents, accounts payable and accrued expenses.
The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature.



|10. | Stock-Based Compensation
|--- | ------------------------

Summary of Stock-Based Compensation Plans

At December 31, 2009, the Company had three stock-based
compensation plans where the Companys common stock has been made available for equity-based incentive grants as part of the Companys compensation programs (the Plans) as follows:

2001 Stock Incentive Plan.    In October 2001, the Companys Board of Directors adopted the
Pro-Pharmaceuticals, Inc. 2001 Stock Incentive Plan (the Incentive Plan), which permits awards of incentive and nonqualified stock options and other forms of incentive compensation to employees and non-employees such as directors and
consultants. The Board has 5,000,000 shares of common stock for issuance upon exercise of grants made under the Incentive Plan. Options granted under the Incentive Plan vest either immediately or over a period of up to three years, and expire 3
years to 10 years from the grant date. At December 31, 2009, 1,120,000 shares were available for future grant under the Incentive Plan.



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2003 Non-Employee Director Stock Option Plan.    In 2003, the
stockholders approved the Pro-Pharmaceuticals, Inc. 2003 Non-Employee Director Stock Option Plan (the Director Plan), which permits awards of stock options to non-employee directors. The stockholders reserved 1,000,000 shares of common
stock for issuance upon exercise of grants made under the Director Plan. At December 31, 2009, 744,000 shares were available for future grant under the Director Plan.

2009 Incentive Compensation Plan.    In February 2009, the Company adopted the 2009 Incentive Compensation Plan
(the 2009 Plan) which provides for the issuance of up to 10,000,000 shares of the Companys common stock in the form of options, stock appreciation rights, restricted stock and other stock-based awards to employees, officers,
directors, consultants and other eligible persons. At December 31, 2009, 1,540,000 shares were available for future grant under the 2009 Plan.

In addition, the Company has awarded 464,604 non-plan stock option grants to non-employees. These non-plan grants have vesting periods and expiration dates similar to those options granted under the
Incentive Plan. 364,250 non-plan grants are outstanding at December 31, 2009.

Stock-based compensation expense,
including restricted stock, for both employees and non-employees totaled $1,610,000 and $697,000 in 2009 and 2008, respectively. The Company expenses the value of stock options as earned. The fair value of the options granted is determined using the
Black-Scholes option-pricing model. The following weighted average assumptions were used:



|                                            |  |         |   |  |         |   |  |                                                                  |  
|------------------------------------------- |  | ------- | - |  | ------- | - |  | ---------------------------------------------------------------- | -
|                                            |  | 2009    |   |  | 2008    |   |  | CumulativePeriod fromInception(July 10, 2000) toDecember 31,2009 |  
|Risk-free interest rate                     |  | 2.0     | % |  | 2.65    | % |  | 2.45                                                             | %
|Expected life of the options                |  | 5 years |   |  | 5 years |   |  | 5 years                                                          |  
|Expected volatility of the underlying stock |  | 122     | % |  | 95      | % |  | 110                                                              | %
|Expected dividend rate                      |  | 0       | % |  | 0       | % |  | 0                                                                | %

As noted
above, the fair value of stock options is determined by using the Black-Scholes option pricing model. For all options granted since January 1, 2006 the Company has generally used option terms of between 5 to 7 years, with 5 years representing
the estimated life of options granted. The volatility of the common stock is estimated using historical volatility over a period equal to the expected life at the date of grant. The risk-free interest rate used in the Black-Scholes option pricing
model is determined by reference to historical U.S. Treasury constant maturity rates with terms equal to the expected terms of the awards. An expected dividend yield of zero is used in the option valuation model, because the Company does not expect
to pay any cash dividends in the foreseeable future. At December 31, 2009, the Company does not anticipate any awards will be forfeited in the calculation of compensation expense due to the limited number of employees that receive stock option
grants and the Companys historical employee turnover.

The following table summarizes the stock option activity in the
stock based compensation plans:



|                               |  |            |   |  |                         |             |                                |   |     
|------------------------------ |  | ---------- | - |  | ----------------------- | ----------- | ------------------------------ | - | ----
|                               |  | Shares     |   |  | Exercise PricePer Share |             | Weighted AverageExercise Price
|Outstanding, January 1, 2008   |  | 3,677,854  |   |  | $                       | 0.63  4.05 |                                | $ | 2.93
|Granted                        |  | 1,130,000  |   |  |                         | 0.38  0.44 |                                |   | 0.44
|Forfeited                      |  | (101,354   | ) |  |                         | 2.96  4.05 |                                |   | 3.64
|                               |  |            |   |  |                         |             |                                |   |     
|Outstanding, December 31, 2008 |  | 4,706,500  |   |  | $                       | 0.38  4.05 |                                | $ | 2.32
|Granted                        |  | 6,221,500  |   |  |                         | 0.00  0.48 |                                |   | 0.32
|Forfeited                      |  | (467,750   | ) |  |                         | 0.20  3.75 |                                |   | 0.79
|Exercised                      |  | (200,000   | ) |  |                         | 0.00        |                                |   | 0.00
|                               |  |            |   |  |                         |             |                                |   |     
|Outstanding, December 31, 2009 |  | 10,260,250 |   |  | $                       | 0.12  4.05 |                                | $ | 1.20
|                               |  |            |   |  |                         |             |                                |   |     



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The following tables summarize information about stock options outstanding at
December 31, 2009:



|                    |  |                     |  |                                                 |  |                              |      |                 |           |                              |   |     
|------------------- |  | ------------------- |  | ----------------------------------------------- |  | ---------------------------- | ---- | --------------- | --------- | ---------------------------- | - | ----
|Options Outstanding |  | Options Exercisable
|Exercise Price      |  | Number ofShares     |  | WeightedAverageRemainingContractualLife (Years) |  | WeightedAverageExercisePrice |      | Number ofShares |           | WeightedAverageExercisePrice
|$0.12  $0.23       |  | 3,056,500           |  | 4.17                                            |  | $                            | 0.20 |                 | 1,056,500 |                              | $ | 0.20
|$0.38  $0.70       |  | 4,115,000           |  | 5.02                                            |  |                              | 0.48 |                 | 2,642,334 |                              |   | 0.48
|$1.01  $2.92       |  | 855,500             |  | 2.81                                            |  |                              | 1.47 |                 | 715,502   |                              |   | 1.56
|$3.00  $4.05       |  | 2,233,250           |  | 2.90                                            |  |                              | 3.77 |                 | 2,233,250 |                              |   | 3.77
|                    |  |                     |  |                                                 |  |                              |      |                 |           |                              |   |     
|                    |  | 10,260,250          |  | 4.12                                            |  | $                            | 1.20 |                 | 6,647,586 |                              | $ | 1.66
|                    |  |                     |  |                                                 |  |                              |      |                 |           |                              |   |     

The weighted-average grant-date fair values of options granted during 2009 and 2008 were $0.27 and
$0.32, respectively. As of December 31, 2009 there were unvested options to purchase 3,612,664 shares of common stock. Total expected unrecognized compensation cost related to such unvested options is $638,000, which is expected to be
recognized over a weightedaverage period of 0.8 years. As of December 31, 2009, the aggregate intrinsic value of outstanding options was $234,000 and the aggregate intrinsic value of exercisable options was $89,000, based the
Companys closing common stock price of $0.28.

During 2009, 200,000 options were exercised by a consultant valued at
$24,000. No options were exercised during the year ended December 31, 2008. No cash has been received from the exercise of employee stock options during the cumulative period from inception to December 31, 2009. The intrinsic value of
options exercised for the cumulative period from inception was $98,000 resulting from the cashless exercise of options in October 2003 and February 2009.

The total fair value of options vested during the years ended December 31, 2009, 2008 and the cumulative period from inception to December 31, 2009 was $1,076,000, $714,000 and $7,358,000,
respectively.

Other Stock Based Compensation Transactions

During 2001, the Company entered into a consulting agreement with a non-employee, who was also a Board member and former member of the Audit
Committee, pursuant to which the Company granted 200,000 options to purchase common stock at an exercise price of $3.50 in consideration for services to be performed. At the time of issuance, these options were valued at $239,000 based on a deemed
fair market value of the Companys common stock of $2.28 per share. A portion of these options vested during fiscal years 2001 and 2002, and the remainder vested in 2003. The Company recorded fair value adjustments of $28,000 and $16,000
related to the unvested consultant options during 2003 and 2002, respectively. Total expense for the years ended December 31, 2003, 2002 and 2001 related to these options was $71,000, $64,000 and $147,000, respectively.

In March 2002, the Company entered into a second agreement with the same non-employee, by which the Company granted 2,000 options a month to
purchase common stock at an exercise price of $3.50 in consideration for monthly consulting services. On November 11, 2002 such agreement was superseded by an amendment, which was effective retroactively to the date of the original agreement,
March 1, 2002. Under the amended agreement, the Company granted 24,000 options on March 1, 2002, which vest at a rate of 2,000 options per month, as services are performed. These options were valued at $11,000 using the Black-Scholes
option-pricing model, based on a grant date fair value of the Companys common stock of $2.16 per share. During 2002, the Company recorded a $41,000 charge to stock compensation expense related to the 20,000 options that vested during the year.
As of December 31, 2002, the Company had deferred compensation of $11,000 that related to the remaining unvested options, which was recognized in 2003.



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In June 2003, the Company entered into a third agreement with the same non-employee, by
which the Company granted 24,000 options effective retroactively to March 1, 2003, which vest at a rate of 2,000 options per month as services are performed. These options were valued at $33,000 using the Black-Scholes option-pricing model,
based on a fair market value of the Companys common stock of $3.50 per share. The consulting arrangement was concluded on March 1, 2004. The Company recorded fair value adjustments of ($2,000) and $21,000 related to the unvested
consultant options during 2004 and 2003, respectively. Total expense for the years ended December 31, 2004 and 2003 related to these options was $17,000 and $40,000, respectively.

In January 2003, the Company granted 100,000 options at an exercise price of $3.50 to a Board member for consulting services unrelated to
services performed as a director. One-third of the options vested immediately and the balance vests in equal amounts on the first and second anniversaries of the award. The options were valued at $156,000 using the Black-Scholes option-pricing
model, based on a fair market value of the Companys common stock of $2.80 per share. The consulting services were completed and the consulting arrangement was concluded as of March 31, 2004. The Company recorded fair value adjustments of
$4,000 and $82,000 related to the unvested consultant options during 2004 and 2003, respectively. Total expense for the years ended December 31, 2004 and 2003 related to these options was $51,000 and $193,000, respectively.

In May 2003, the Company granted 10,000 options at an exercise price of $3.50 to a new member of the Scientific Advisory Board. One-half of
the options vested immediately and the balance vests on the second anniversary. These options were valued at $16,000 using the Black-Scholes option-pricing model based on a fair market value of the Companys common stock of $2.80 per share. The
Company recorded fair value adjustments of $2,000 and $6,000 related to the unvested consultant options during 2004 and 2003, respectively. Total expense for the years ended December 31, 2004 and 2003 related to these options was $5,000 and
$13,000, respectively.

In September 2003, the Company granted 25,000 options each to a Board member and to a member of the
Scientific Advisory Board for consulting services. The options were exercisable immediately at $4.05 per share. These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Companys common
stock of $2.44 per share. The Company recorded a $122,000 charge to stock compensation expense in 2003 related to these awards.

In October 2003, in connection with the resignation of its former Chief Financial Officer, the Company accelerated the vesting on 100,000 options granted to such officer in September 2003 at an exercise price of $4.05, which was equal to
the fair market value of the common stock on the date of grant. As the fair market value of the common stock was $4.45 per share at the time the vesting was accelerated, the Company recorded a $40,000 charge to stock compensation expense. Also, in
October 2003, such officer exercised on a cashless basis 50,000 options at an exercise price of $2.97 per share resulting in the issuance of 16,629 shares. As the fair market value of the Companys common stock on the date of exercise was $4.45
per share, the Company recorded a charge of $74,000 to stock compensation expense in 2003 related to the exercise of these options.

In March 2004, the Company issued 25,000 options in fulfillment of a September 2003 agreement with an investor relations firm. The agreement obligated the Company to pay a monthly retainer and issue options at a rate of 5,000 options per
month, up to a maximum of 100,000 options, exercisable at $5.80 per share as services are performed. The Company concluded the engagement in February 2004. The options were exercisable immediately and expired on March 26, 2007. Accordingly, the
Company recorded $29,000 as stock compensation expense in 2003 on the 15,000 options that vested as of December 31, 2003 and an additional stock compensation expense of $23,000 in 2004 on the 10,000 options that vested in January and February
2004. The stock compensation expense was determined based on a fair market value of the options when the options were earned. These options expired unexercised in 2007.



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In April 2004, the Company entered into an agreement with an investor relations firm. The
agreement obligated the Company to pay a monthly retainer and issue options at a rate of 5,000 per month up to a maximum of 60,000 options exercisable at $5.16 per share as services are performed. During 2004, 45,000 options were earned but not
issued. During 2005 15,000 options were earned and the full 60,000 options were issued. The Company recorded $67,000 in 2004 and $14,000 in 2005 as stock compensation expense related to this agreement. The stock compensation expense was determined
based on the fair market value of the options when the options were earned. The options were exercisable immediately and expired three years from the agreement date. These options expired unexercised in 2007.

In November 2005, the Company issued 5,000 options to a member of the Scientific Advisory Board for consulting services. The options were
exercisable immediately at $2.61 per share. These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Companys common stock of $1.35 per share which was the fair market value at the date of
the grant. The Company recorded a $7,000 charge to stock compensation expense in 2005 related to this award.

In March 2006
the Company issued 15,000 options to a consultant for consulting services. 5,000 of the options were exercisable immediately, 5,000 options vest in March 2008 and 5,000 options vest in March 2009. The options are exercisable at $3.75 per share.
These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Companys common stock of $2.20 per share which was the fair market value at the date of the grant. The Company is recording a
$33,000 charge to stock compensation expense over the vesting period of the options.

In December 2007, the Company issued
5,000 options to a consultant for consulting services. The options were exercisable immediately at $0.63 per share. These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Companys common
stock of $0.46 per share which was the fair market value at the date of the grant. The Company recorded a $2,000 charge to stock compensation expense in 2007 related to this award.

In April 2008, the Company issued 48,000 options to a consultant for consulting services. The options were exercisable immediately at $0.44
per share. These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Companys common stock of $0.39 per share which was the fair market value at the date of the grant. The Company recorded a
$15,000 charge to stock compensation expense in 2008 related to this award.

In February 2009, the Company issued 200,000
options to a consultant for consulting services. The options were exercisable immediately at $0 per share. These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Companys common stock of
$0.12 per share which was the fair market value at the date of the grant. The Company recorded a $24,000 charge to stock compensation expense in 2009 related to this award.

Restricted Stock

During 2009, the Company granted 2,500,000 shares of restricted common stock to members of its Board of Directors. These shares are restricted and any unvested shares are subject to forfeiture upon
termination and would revert back to the Company. Of the 2,500,000 shares, 2,343,750 will vest in 2010 and 156,250 will vest in 2011. There were no shares vested at December 31, 2009. The restricted shares were valued at $450,000 ($0.18 per
share) at the date of grant and will be recognized over the vesting period. During 2009, the Company recognized stock-based compensation of $197,000 related to restricted stock grants.



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|11. | Loss Per Share
|--- | --------------

Basic
loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus the incremental shares that would be issued upon the assumed exercise of
in-the-money stock options and warrants using the treasury stock method. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the years ended
December 31, 2009 and 2008, all stock options, warrants and potential shares related to conversion of the Series A Preferred and the Series B Preferred were excluded from the computation of diluted net loss per share. Dilutive shares which
could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows:



|                                                                |  |              |  |             
|--------------------------------------------------------------- |  | ------------ |  | ------------
|                                                                |  | December 31,
|                                                                |  | 2009(Shares) |  | 2008(Shares)
|Warrants to purchase shares of common stock                     |  | 50,387,255   |  | 25,350,311  
|Options to purchase shares of common stock                      |  | 10,260,250   |  | 4,706,500   
|Restricted shares subject to vesting                            |  | 2,500,000    |  |            
|Shares of common stock issuable upon conversion preferred stock |  | 10,562,500   |  | 1,742,500   
|                                                                |  |              |  |             
|                                                                |  | 73,710,005   |  | 31,799,311  
|                                                                |  |              |  |             



|12. | Commitments and Contingencies
|--- | -----------------------------

Lease Commitments

The Company leases its facility under a non-cancelable operating lease that expires
in August 2011. In connection with the operating lease, the Company has issued a letter of credit which is secured by restricted cash on deposit with the bank as a security deposit of $59,000. Rent expense under these operating leases was $287,000
and $250,000 for the years ended December 31, 2009 and 2008, respectively.

Future minimum payments under this lease as
of December 31, 2009 are as follows (in thousands):



|                        |  |   |    
|----------------------- |  | - | ---
|Year ended December 31, |  |  
|2010                    |  | $ | 267
|2011                    |  |   | 167
|                        |  |   |    
|Total lease payments    |  | $ | 434
|                        |  |   |    

Separation Agreement  Former Chief
Executive Officer and Chairman of the Board of Directors

In February 2009, in connection with the resignation of David
Platt, Ph.D., the Companys former Chief Executive Officer and Chairman of the Companys Board of Directors, the Company entered into a Separation Agreement with Dr. Platt. The Separation Agreement provides that the Company shall
continue to pay Dr. Platt his current salary at a monthly rate of $21,667 for 24 months and that the Company may defer payment of a portion of such salary amounts greater than $10,000 per month (so long as Dr. Platt does not receive
payments of less than the salary payments being made to the Companys Chief Executive Officer). However, all deferred amounts will continue to accrue and will be payable on the earlier of (i) the Company receiving a minimum of $4.0 million
of funding after February 12, 2009, or (ii) February 12, 2011. The Company also agreed to continue to (i) provide health and dental insurance benefits to Dr. Platt, until the first to occur of February 12, 2011 or the
date Dr. Platt and his family become eligible to receive health and dental insurance benefits under the plans of a subsequent employer and (ii) make the current monthly lease payments on his automobile until February 12, 2011. The
Company recognized the full



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amount of the obligation related to the salary, health insurance and automobile during the first quarter of 2009. The remaining liability related to this severance is reflected in accrued
expenses ($154,000) and other long-term liabilities ($280,000) on the condensed consolidated balance sheet at December 31, 2009.

The Separation Agreement provides for the deferral of a $1.0 million severance payment due to Dr. Platt under his employment agreement until the occurrence of any of the following milestone events:
(i) the approval by the Food and Drug Administration for a new drug application (NDA) for any drug candidate or drug delivery candidate based on the DAVANAT® technology (whether or not such technology is patented); (ii) consummation of a transaction with a pharmaceutical company expected to result in at least $10.0
million of equity investment or $50 million of royalty revenue to the Company; or (iii) the renewed listing of the Companys securities on a national securities exchange. Payment upon the events (i) and (iii) may be deferred up
to nine months, and if the Company has insufficient cash at the time of any of such events, it may issue Dr. Platt a secured promissory note for such amount. If the Company files a voluntary or involuntary petition for bankruptcy, whether or
not a milestone event has occurred, such event shall trigger the Companys obligation to pay the $1.0 million with the result that Dr. Platt may assert a claim for such obligation against the bankruptcy estate. Due to the uncertainties
regarding the achievement of any of the milestone events as described, the Company has not accrued for the $1.0 million severance as of December 31, 2009. When it is deemed probable that one of the milestone events will be achieved, the Company
will recognize the $1.0 million severance at that time.

The Separation Agreement also provides that upon
(i) the consummation of a transaction with a pharmaceutical company expected to result in at least $10.0 million of equity investment or $50.0 million of royalty revenue, the Company will grant Dr. Platt fully vested cashless-exercise
stock options exercisable to purchase at least 300,000 shares of the Companys common stock for ten (10) years at an exercise price not less than the fair market value of the Common Stock determined as of the date of the grant
(Cashless Stock Options) and (ii) approval by the FDA of the first NDA for any of the Companys drug or drug delivery candidates based on DAVANAT® technology (whether or not such technology is patented), the Company will grant Dr. Platt fully vested Cashless Stock Options to purchase at least 500,000 shares
of common stock. Due to the uncertainties regarding the achievement of any of the milestones as described, the Company has not recognized the value of the unissued stock options as of December 31, 2009. When it is deemed probable that one of
the milestones will be achieved, the Company will recognize the expense related to the issuance of the stock options at that time based on the then current fair value.

Legal Proceedings

Other than claims and legal proceedings that
arise from time to time in the ordinary course of business which are not material, the Company has no pending legal proceedings except as follows:

In January 2004, David Platt, Ph.D., Pro-Pharmceuticals former Chairman and Chief Executive Officer, filed a lawsuit in Massachusetts Superior Court against GlycoGenesys, Inc., which asserted
counterclaims against the Company related to its intellectual property. Prospect Therapeutics, Inc. subsequently purchased certain assets including this lawsuit from the GlycoGenesys bankruptcy estate. Before the Court could issue a decision after
the lawsuit went to trial in March 2009, Prospect Therapeutics announced on May 15, 2009, that it had assigned all of its assets for the benefit of creditors and would liquidate. In response, the Company moved to dismiss the lawsuit on various
grounds, including failure to prosecute. Prospects assets, including the lawsuit, were sold at auction on June 29, 2009, and the new owner of the assets elected not to prosecute. After a post-trial hearing, the Court issued a judgment
dated July 17, 2009, dismissing the lawsuit against the Company and Dr. Platt.

On January 30, 2008, Custom
Equity Research, Incorporated (d/b/a Summer Street Research Partners) filed a lawsuit against the Company in the Superior Court of the Commonwealth of Massachusetts, alleging claims for breach of contract, declaratory judgment and unjust enrichment
arising out of an engagement



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letter under which Summer Street agreed to provide institutional investment placement services to the Company. Summer Street claims it is entitled to a placement fee for each placement made
during the term of the agreement and for each issuance of securities made or agreed to be made by the Company from October 17, 2007 through November 16, 2008. The Company initially responded to the lawsuit with a motion to dismiss, which
the Court denied on June 23, 2008, finding that the letter agreement was ambiguous with respect to Summer Streets entitlement to compensation. The Court also denied Summer Streets motion for a prejudgment attachment and trustee
process, preliminarily finding that Summer Street was not likely to prevail on any of its claims. On July 3, 2008, the Company filed its answer, denying Summer Streets material allegations. The parties are currently engaged in discovery
and no trial date has been set for this matter. The Company believes the lawsuit is without merit and intends to contest it vigorously.



|13. | Income Taxes
|--- | ------------

The
components of the net deferred tax assets are as follows at December 31:



|                             |  |                |         |   |      |   |         |  
|---------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                             |  | 2009           |         |   | 2008 |  
|                             |  | (in thousands) |        
|Operating loss carryforwards |  | $              | 16,572  |   |      | $ | 15,436  |  
|Tax credit carryforwards     |  |                | 212     |   |      |   | 165     |  
|Other temporary differences  |  |                | 276     |   |      |   | (20     | )
|                             |  |                |         |   |      |   |         |  
|                             |  |                | 17,060  |   |      |   | 15,581  |  
|Less valuation allowance     |  |                | (17,060 | ) |      |   | (15,581 | )
|                             |  |                |         |   |      |   |         |  
|Net deferred tax asset       |  | $              |        |   |      | $ |        |  
|                             |  |                |         |   |      |   |         |  

The primary factors affecting the Companys income tax rates were as follows:



|                                    |  |       |    |  |       |   
|----------------------------------- |  | ----- | -- |  | ----- | --
|                                    |  | 2009  |    |  | 2008  |   
|Tax benefit at U.S. statutory rates |  | (34.0 | %) |  | (34.0 | %)
|State tax benefit                   |  | (5.3  | %) |  | (6.2  | %)
|Permanent differences               |  | 11.3  | %  |  | (13.6 | %)
|Research and development credits    |  | (0.8  | %) |  | (2.5  | %)
|Changes in valuation allowance      |  | 28.8  | %  |  | 56.3  | % 
|                                    |  |       |    |  |       |   
|                                    |  | 0     | %  |  | 0     | % 
|                                    |  |       |    |  |       |   

As of December 31, 2009, the Company has federal and state net operating loss carryforwards totaling
$44,407,000 and $27,898,000 respectively, which expire through 2029. In addition, the Company has federal and state research and development credits of $144,000 and $69,000, respectively, which expire through 2029. Ownership changes, as defined by
Section 382 of the Internal Revenue Code, may have limited the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income. Subsequent ownership changes could further affect the limitation in future
years. Because of the Companys limited operating history and its recorded losses, management has provided, in each of the last two years, a 100% valuation allowance against the Companys net deferred tax assets.

At December 31, 2009 the Company has $1,082,000 of unrecognized tax benefits, $890,000 of which would affect the effective tax rate.
The Company has not recognized an adjustment to the deficit accumulated during the development stage for unrecognized tax benefits because a full valuation allowance has been recorded against net operating loss carry forwards. Since the
Companys net deferred tax assets and the unrecognized tax benefits would not result in a cash payment, the Company has not accrued for any interest and penalties relating to these unrecognized tax benefits. Should the Company incur interest
and penalties



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related to income taxes, those amounts would be included in income tax expense. Total amounts of unrecognized tax benefits are not expected to significantly increase or decrease within 12 months
of the reporting date.

The Company is subject to taxation in the U.S. and various states. Based on the history of net
operating losses all jurisdictions and tax years are open for examination until the operating losses are utilized or the statute of limitations expires.



|14. | Subsequent Events
|--- | -----------------

Series B-2 Closings

On January 29, 2010, the Company issued and sold, pursuant to the 10X
Agreement: (i) 162,500 shares of Series B-2 convertible into 650,000 shares of common stock; (ii) Class A-1 warrants exercisable to purchase 325,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase
325,000 shares of common stock; and (iv) Class B warrants exercisable to purchase 1,300,000 shares of common stock. Net proceeds from the closing were $308,000.

On March 8, 2010, the Company issued and sold, pursuant to the 10X Agreement: (i) 167,500 shares of Series B-2 convertible into 670,000 shares of common stock; (ii) Class A-1 warrants
exercisable to purchase 335,000 shares of common stock; (iii) Class A-2 warrants exercisable to purchase 335,000 shares of common stock; and (iv) Class B warrants exercisable to purchase 1,340,000 shares of common stock. Net proceeds
from the closing were $322,000.

Series B Amendment

On February 11, 2010, the Company amended its Certificate of Designation of Preferences, Rights and Limitations of Series B-1
Convertible Preferred Stock and Series B-2 Convertible Preferred Stock, among other things, (i) extended the final purchase date to May 25, 2010 and (ii) extended the redemption date of the Series B-1 to December 25, 2010.



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