SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)





(Mark
One)


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


For
the fiscal year ended December 31, 2009


or


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


For
the transition period
from                     to


Commission
file number:  0-20580


SYNTHEMED, INC.


(Exact
name of registrant as specified in its charter)


Delaware
            14-1745197(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)





200
      Middlesex Essex Turnpike, Suite 210
            08830Iselin,
      New Jersey
            (Zip
      Code)(Address
      of principal executive offices)





(732)
404-1117


(Registrant’s telephone number,
including area code)





Securities
registered under Section 12(b) of the Exchange Act:


NONE


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





COMMON
STOCK—PAR VALUE $.001 PER SHARE


(Title
of class)




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 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.
(as defined in Rule 12b-2 of
the Exchange Act). Check one:




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
Act).    Yes   ̈    No  x




The
aggregate market value of the registrant’s voting and non-voting common equity
held by non-affiliates of the registrant was approximately $14,000,000 
based on the last reported sale price of the registrant’s common stock as of
June 30, 2009.




At March
31, 2010, 109,041,190 shares of registrant’s Common Stock were
outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE: None.








Explanatory
Note





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual
Report on Form 10-K for the fiscal year ended December 31, 2009 of
SyntheMed, Inc. (the “Company”, “our”, “us” or “we”) that was originally
filed with the Securities and Exchange Commission on March 22,
2010.  The Amendment is being filed to provide the information
required by Items 10, 11, 12, 13 and 14 of Part III that was previously
omitted in reliance on General Instruction G(3) to Form 10-K.  This
Amendment does not otherwise modify or update disclosures in the original
filing, or change our previously reported financial statements and other
financial disclosure.





PART
III




Item
10.   Directors, Executive Officers and Corporate
Governance




The
members of our Board of Directors are as follows:





Director
              
              Position
      withName
              
              Age
              
              Since
              
              CompanyDavid
      G. P. Allan
              
              68
              
              June
      2003
              
              DirectorBarry
      R. Frankel
              
              58
              
              June
      2003
              
              DirectorRichard
      L. Franklin, MD
              
              64
              
              December
      2000
              
              Executive
      Chairman &Chairman
      of the BoardJoerg
      Gruber
              
              49
              
              April
      2007
              
              DirectorRobert
      P. Hickey
              
              64
              
              July
      1996
              
              President,
      CEO, CFO &DirectorWalter
      R. Maupay, Jr.
              
              70
              
              July
      1996
              
              Director





David G.P. Allan has served
as a director of the Company since June 2003. Since February 1998, Mr. Allan has
been Chairman & CEO of YM BioSciences, Inc., a publicly traded,
Toronto-based life sciences company focused on cancer therapy. In 1992, he
founded the Knowledge-Based Industries Group of a Canadian investment banking
firm, organized as the first in Canada involved in financing, analyzing and
creating strategic alliances for life sciences and information technology
companies, where he was Executive Director until 1998. Mr. Allan was formerly a
governor of The Toronto Stock Exchange, a member, and working group Chair of the
Ontario Biotechnology Advisory Board, a member of the Awards Selection Committee
for the Networks of Centres of Excellence in Canada and a member of the Board of
Trustees for the Ontario College of Art and Design. Mr. Allan is currently a
member of BioteCanada’s Emerging Companies Advisory Board.  Mr. Allan
is a director of DiaMedica, Inc., a TSX-Venture Exchange listed life sciences
company focused on diabetes therapy.





Barry R. Frankel has served
as a director of the Company since June 2003.  Since March 1993, Mr.
Frankel has served as Managing Director of The Frankel Group, a life sciences
management consulting firm.  From October 1982 to February 1993, Mr.
Frankel served as President of SJ Weinstein Associates, a healthcare marketing
and communications firm.  From October 1977 to September 1982, Mr.
Frankel served in senior marketing and strategy positions at Pfizer Inc. From
June 1974 to September 1977, Mr. Frankel was a life science research analyst for
Citibank Investment Management Group.





Richard L. Franklin, MD has
served as Executive Chairman since October 2008, Chairman of the Board of
Directors of the Company since June 2003 and as a director of the Company since
December 2000.  Since 2007, Dr. Franklin has been CEO and a director
of Tarix Pharmaceuticals, a company developing compounds for
thrombocytopenia.  Since September 2002, Dr. Franklin has been
Chairman of DMS Data Systems, an internet-based information services
company.  From May 1996 to September 2002, Dr. Franklin had been Chief
Executive of Phairson, Ltd., a medical product development
company.  From January 1991 to May 1996, Dr. Franklin was founder and
principal of Richard Franklin & Associates and from January 1988 to December
1990, Dr. Franklin was with Boston Capital Group, both of which are consulting
firms to the healthcare industry.  From July 1986 to December 1987,
Dr. Franklin was head of Healthcare Corporate Finance at Tucker Anthony, an
investment banking firm.  Dr. Franklin is currently a director of
Raptor Pharmaceuticals, a publicly traded company.


1





Joerg Gruber has served as a
director of the Company since April 2007.  Mr. Gruber co-founded Clubb
Capital Limited, a London-based corporate finance and venture capital firm with
a focus on healthcare, in 1995 and has acted as its Chairman since 1999. From
April 1990 to June 1995, Mr. Gruber worked as an independent venture capital
consultant. From November 1988 to March 1990, Mr. Gruber served as Director of
Fixed Income Sales for Shearson Lehman. From March 1985 to October 1988 he was
an institutional sales executive in the Fixed Income Division of Goldman Sachs
in London.





Robert P. Hickey has served
as President and Chief Executive Officer of the Company since May 1996, as a
director of the Company since July 1996 and as Chief Financial Officer of the
Company since March 2000. From May 1999 to June 2003, Mr. Hickey served as
Chairman of the Board of Directors of the Company.  From May 1994
until joining the Company, Mr. Hickey was founder and president of Roberts
Healthcare Resources, Inc., a company engaged in project consulting to Fortune
500 and leading edge companies in the healthcare industry.  From 1975
to 1994, Mr. Hickey served in various positions at Johnson &
Johnson.  From 1992 to 1994, Mr. Hickey was vice president, marketing
and director of Ethicon, Inc., a unit of Johnson & Johnson.





Walter R. Maupay, Jr. has
served as a director of the Company since July 1996.  At his
retirement in 1995, Mr. Maupay was a group executive with Bristol-Myers Squibb
and president of Calgon Vestal Laboratories.  From May 1988 to January
1995, Mr. Maupay had been president of Calgon Vestal Laboratories, a subsidiary
of Merck & Co., Inc.  From 1984 to 1988, Mr. Maupay served as vice
president of Calgon Vestal Laboratories.  Mr. Maupay is currently a
director of Kensey Nash Corporation and Cubist Pharmaceuticals, Inc., both of
which are publicly traded companies. Mr. Maupay served as a director of
PolyMedica Corporation prior to its acquisition in October 2007.





Each of
our directors brings unique perspectives and experiences to their service as
members of our Board of Directors, which collectively combine to strengthen the
ability of our Board of Directors to bring value to our
shareholders.  For example, Messrs. Allan, Hickey and Maupay and Dr.
Franklin have chief executive management experience in the life science and/or
healthcare industries.  Mr. Frankel has experience in strategic and
corporate management consulting with a focus on the life science
industry.  Messrs. Allan and Gruber and Dr. Franklin bring backgrounds
in investment banking and corporate finance.  In addition, Messrs.
Allan, Gruber and Maupay and Dr. Franklin have experience serving on the boards
of directors of other life science and healthcare companies.





Audit Committee





The Audit Committee of
our Board of Directors is composed of two directors, one of whom is independent
within the meaning of the rules of the Nasdaq Stock Market.  The Audit
Committee reviews the Company’s auditing, accounting, financial reporting and
internal control functions and selects the independent registered public
accounting firm.  In addition, the committee monitors the non-audit
services of the independent registered public accounting firm.  During
fiscal 2009, the Audit Committee met once.  In addition, during 2009,
the Chairman met with the independent registered public accounting firm to
review each of our Form 10-Q filings.   The members of the Audit
Committee are Mr. Allan as Chairman and Dr. Franklin.  While each of
the members of the Audit Committee is financially literate and has accounting
and finance experience, none of such individuals is deemed a “financial expert”
within the meaning of Securities and Exchange Commission
regulations.  Given the limited resources of the Company, and the
qualifications of the existing committee members, the Board of Directors has
determined not to devote resources at this time to locating a person who
qualifies as a “financial expert” to serve on the Audit
Committee.  The committee’s charter is included on our
website.




Section 16(a) Beneficial Ownership
Reporting Compliance





We
believe that all reports required to be filed during 2009 by our executive
officers, directors and beneficial owners of 10% or more of our common stock,
pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder, were timely filed, with the exception
of  reports on Form 4 covering automatic quarterly common stock grants
to each of our non-employee directors in satisfaction of the equity component of
their director fees, all of which Forms were filed late.




Ethics Code





We have
adopted a Code of Business Conduct (“Code”) applicable to our employees,
officers and directors.  The Code is intended to comply with
requirements of the Securities and Exchange Commission’s
rules.  Copies of the Code may be obtained by stockholders, free of
charge, by mailing a request to our Secretary. The Code is included on our
website.


2





Item
11.  Executive Compensation





The
following table sets forth certain information concerning compensation paid or
accrued through March 31, 2010 for services in all capacities  during
the fiscal years ended December 31, 2009 and 2008 by our principal executive
officer and two other most highly compensated executive officers whose annual
compensation exceeded $100,000 in fiscal 2009 (the “Named Executive
Officers”).




Summary
Compensation Table




Name and Principal
                            Position
                          
                          Year
                          
                          Salary
                            ($)
                          
                          
                          Option
                            Awards(1)
                            ($)
                          
                          
                          Nonequity
                            Incentive Plan
                            Compensation
                            (2) ($)
                          
                          
                          All Other
                            Compensation
                            (3) ($)
                          
                          
                          Total
                            ($)Robert
      P. Hickey
                          
                          2009
                          
                          
                          315,000
                          
                          
                          
                          20,400
                          
                          
                          
                          29,000
                          
                          
                          
                          18,200
                          
                          
                          
                          382,600President,
      CEO  & CFO
                          
                          2008
                          
                          
                          315,000
                          
                          
                          
                          109,600
                          
                          
                          
                          15,000
                          
                          
                          
                          18,200
                          
                          
                          
                          457,800Eli
      Pines, Ph. D.
                          
                          2009
                          
                          
                          241,200
                          
                          
                          
                          11,600
                          
                          
                          
                          17,500
                          
                          
                          
                          0
                          
                          
                          
                          270,300Vice
      President and
                          
                          2008
                          
                          
                          236,250
                          
                          
                          
                          52,000
                          
                          
                          
                          9,000
                          
                          
                          
                          0
                          
                          
                          
                          297,250Chief
      Scientific OfficerMarc
      R. Sportsman (4)
                          
                          2009
                          
                          
                          252,100
                          
                          
                          
                          11,600
                          
                          
                          
                          -
                          
                          
                          
                          17,600
                          
                          
                          
                          281,300Vice
      President of Sales
                          
                          2008
                          
                          
                          248,400
                          
                          
                          
                          58,100
                          
                          
                          
                          18,750
                          
                          
                          
                          17,600
                          
                          
                          
                          342,850







(1)
            Amounts
      shown in the Option Awards column reflect the aggregate grant date fair
      value of grants of stock options to each of the listed officers in the
      years shown, computed in accordance with FASB ASC Topic 718, excluding the
      effect of estimated forfeitures related to service-based vesting
      conditions. For additional information on the valuation assumptions with
      respect to the 2009 grants, refer to Note F [3] of the Company’s financial
      statements in the Form 10-K for the year ended December 31, 2009, as
      filed with the SEC. For information on the valuation assumptions with
      respect to grants made prior to 2009, refer to Note G [3] of the Company’s
      financial statements in the Form 10-KSB for the year ended
      December 31, 2008.  For each of 2009 and 2008, the amounts
      shown reflect values of stock option grants that are subject to
      performance-based vesting conditions, based on the estimated probable
      outcome of such conditions at the time of the grant.  Assuming
      full vesting of these stock options, the amounts shown for these stock
      options would have been:  For Mr. Hickey, $30,500 in 2009 and
      $141,200 in 2008, for Dr. Pines, $17,400 in 2009 and $67,200 in 2008 and
      for Mr. Sportsman, $17,400 in 2009 and $74,600 in
  2008.





(2)
            These
      amounts result from a performance-based bonus arrangement administered by
      the Compensation Committee of our Board of Directors and are determined
      and paid following completion of the indicated year based on the Named
      Executive Officer’s degree of achievement of agreed-upon performance goals
      for the indicated year. Of these amounts, 35% was paid in
      cash.  For 2009, the balance was paid in options to purchase a
      number of shares of common stock equal in value to the balance, based on
      the fair market value of the shares on the date the bonus entitlements
      were determined.  For 2008, the balance was paid in shares of
      common stock based on the fair market value of the shares on the date such
      bonus entitlements were determined.





(3)
            This
      column reflects the total amount of other compensation provided, no item
      of which individually exceeded the greater of $25,000 or 10% of the total
      amount of such other compensation for the Named Executive Officer. The
      amounts comprise Company contributions to the 401(k) plan, auto allowance
      (Mr. Sportsman only) and life insurance and disability income premiums
      (Mr. Hickey only).





(4)
            Mr.
      Sportsman resigned from the Company effective December 31,
      2009.




In February 2009, based on the
recommendation of the Compensation Committee of our Board of Directors, our
Board of Directors approved 2009 performance-based bonus arrangements for the
Named Executive Officers. Under the arrangements, the Named Executive Officers
would be entitled to certain target cash and stock option bonuses, subject to
the level of achievement of agreed-upon performance criteria set by the
Committee.  Criteria upon which Mr. Hickey’s target bonus was based
included regulatory and sales and marketing activities related to REPEL-CV®
Adhesion Barrier and business development initiatives. Criteria applicable to
Dr. Pines’ target bonus included REPEL-CV regulatory approvals and clinical
studies, new product initiative clinical studies and regulatory
activities.  Mr. Sportsman’s target bonus criteria included achieving
targeted domestic and international sales levels.  Actual cash and
stock option bonus entitlements for the 2009 performance year were determined by
the Compensation Committee in January 2010, Set forth below is a chart showing
the 2009 target cash and stock option performance bonuses and the amounts
actually paid or vested.


3




2009 Target Performance
                    Bonus
                  
                  
                  2009 Actual Performance
                    BonusName
                  
                  Cash
                    ($)
                  
                  
                  Stock
                    Options
                    (#)(1)
                  
                  
                  Cash
                    ($)(2)
                  
                  
                  Stock
                    Options
                    (#)(1)Robert
      P. Hickey
                  
                  
                  100,000
                  
                  
                  
                  350,000
                  
                  
                  
                  30,000
                  
                  
                  
                  105,000Eli
      Pines, Ph. D.
                  
                  
                  60,000
                  
                  
                  
                  200,000
                  
                  
                  
                  18,000
                  
                  
                  
                  60,000Marc
      R. Sportsman
                  
                  
                  75,000
                  
                  
                  
                  200,000
                  
                  
                  
                  0
                  
                  
                  
                  0







(1)
            The
      stock options were granted in February 2009 subject to vesting based on
      the level of achievement of agreed-upon performance
      criteria.  The stock options are exercisable at $0.10 per share,
      the fair market value of the Common Stock on the date of grant, and expire
      ten years from the grant date.




(2)
            To
      conserve cash, the Company elected to pay 35% of the cash bonus in cash
      ($10,500 for Mr. Hickey and $6,300 for Dr. Pines) and the balance in
      shares (or, if preferred by the recipients, an equal number of stock
      options), based on a price of $0.13 per share, the fair market value at
      the time the bonus entitlements were determined.  Accordingly,
      the Company issued 150,000 stock options to Mr. Hickey and 90,000 stock
      options to Dr. Pines, in each case exercisable at $0.13 per share and
      expiring ten years from the date of
grant.




The following table sets forth certain
information with respect to all outstanding equity awards as of December 31,
2009 to the Named Executive Officers:




Outstanding
Equity Awards at Fiscal Year-End for 2009




Name
                    
                    Number of
                      Securities
                      Underlying
                      Unexercised
                      Options (#)
                      Exercisable
                    
                    
                    Number of
                      Securities
                      Underlying
                      Unexercised
                      Options (#)
                      Unexercisable
                    
                    
                    Equity Incentive Plan
                      Awards: Number of
                      Securities Underlying
                      Unexercised Unearned
                      Options (#)
                    
                    
                    Options
                      Exercise
                      Price ($)
                    
                    Option
                      Expiration
                      DateRobert
      P. Hickey
                    
                    
                    500,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.12
                    
                    3/21/2010500,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.12
                    
                    3/21/2011250,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.43
                    
                    4/23/2011200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.45
                    
                    5/24/2011200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.55
                    
                    5/24/2012200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.65
                    
                    5/24/2013166,667
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.36
                    
                    4/22/2012166,667
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.36
                    
                    4/22/2013250,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    4/25/2016166,666
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.36
                    
                    4/22/2014250,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    4/25/2016200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    2/16/201750,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    2/16/201730,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    1/18/2018100,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.41
                    
                    1/18/201837,500
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.43
                    
                    2/26/2018-
                    
                    
                    
                    -
                    
                    
                    
                    350,000
                    
                    
                    
                    0.10
                    
                    2/23/20193,267,500
                    
                    
                    
                    -
                    
                    
                    
                    350,000Eli
      Pines, PhD
                    
                    
                    233,333
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.12
                    
                    3/21/2010233,333
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.12
                    
                    3/21/2011100,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.43
                    
                    4/23/2011200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.45
                    
                    5/24/2011200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.55
                    
                    5/24/2012200,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.65
                    
                    5/24/201376,667
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.36
                    
                    4/22/201276,667
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.36
                    
                    4/22/201376,666
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.36
                    
                    4/22/2014165,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    4/25/2016165,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    4/25/201650,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    2/16/2017130,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.80
                    
                    2/16/201760,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.41
                    
                    1/18/201818,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.43
                    
                    2/26/2018-
                    
                    
                    
                    -
                    
                    
                    
                    200,000
                    
                    
                    
                    0.10
                    
                    2/23/20191,984,666
                    
                    
                    
                    -
                    
                    
                    
                    200,000Marc
      R. Sportsman
                    
                    
                    225,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.98
                    
                    6/30/201070,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.41
                    
                    6/30/201032,500
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    0.43
                    
                    6/30/2010-
                    
                    
                    
                    -
                    
                    
                    
                    200,000
                    
                    
                    
                    0.10
                    
                    2/23/2019327,500
                    
                    
                    
                    -
                    
                    
                    
                    200,000


4




Employment
and Related Agreements





We
have employment agreements and change of control agreements with two of our
Named Executive Officers, Mr. Hickey and Dr. Pines.  Mr. Hickey serves
as our President, CEO, CFO and Secretary and as a member of our Board of
Directors and Dr. Pines serves as our Vice President of Research and Chief
Scientific Officer.  We had similar agreements with Mr. Marc
Sportsman, our former Vice President of Sales, which are no longer in effect due
to his resignation, effective December 31, 2009.





Employment
Agreements





On October 1, 2008, we entered into a
new employment agreement with Mr. Hickey. The agreement has an initial term of
four years, subject to automatic renewal for one-year periods absent six months’
prior written notice of termination by either party. The employment agreement
for Dr. Pines had an initial term of three years from March 1, 2006, but is
continuing in effect pursuant to an automatic annual renewal provision similar
to that found in Mr. Hickey’s agreement.





Mr.
Hickey is currently entitled to an annual base salary of $315,000. Dr. Pines is
currently entitled to an annual base salary of $245,950 and is entitled to an
annual cost of living increase. Each executive is also eligible for such bonuses
and stock options as the Board of Directors shall deem appropriate. The present
base salary levels became effective January 1, 2010.  The executives
have the right to participate in, to the extent otherwise eligible under the
terms thereof, the benefit plans and programs, including medical and savings and
retirement plans, and receive the benefits and perquisites generally provided to
employees of the same level and responsibility. Each executive is entitled to
agreed-upon vacation. We are required to obtain life insurance coverage on the
life and for the benefit of Mr. Hickey in an amount equal to a multiple of his
base salary then in effect.





If any of
the executives dies, is terminated for “Cause”, voluntarily resigns other than
for “Good Reason”, as such terms are defined in the agreement, or is unable to
perform his duties on account of death or disability and the agreement is
terminated, he or his legal representative shall receive from the Company the
base salary which would otherwise be due to the date when termination of
employment occurred.  Under certain circumstances, we may become
obligated to pay severance to the executives under the employment agreements.
These circumstances include (i) our failure to renew the agreement at the
expiration of the term, (ii) our termination of executive's employment without
“Cause” and (iii) executive's resignation for "Good Reason". The severance
obligation is equal to 12 months of base salary for Mr. Hickey and six months of
base salary for Dr. Pines. The severance obligation also includes the cost of
premiums for health insurance benefits that the executive would otherwise have
been entitled to receive during such period following termination of employment.
Each employment agreement contains confidentiality, ownership of intellectual
property, non-compete and non-solicitation provisions.


5





Change
of Control Agreements





We have
change of control agreements with each of Mr. Hickey and Dr. Pines, each
effective in June 2006. The agreements are designed to help ensure that our
company will have the benefit of the continued services and dedication of these
executives, notwithstanding the possibility, threat or occurrence of a change of
control. Under these agreements, and subject to the terms thereof, the
executives will be entitled to certain payments and other benefits in the event
their employment is terminated or they resign for "Good Reason" in connection
with a "Change of Control" of our company, as those terms are defined in the
agreements. Subject to the terms of the agreements, these benefits and payments
generally include (i) accelerated option vesting, (ii) extended option
exercisability notwithstanding termination of employment, (iii) continued
entitlement to participate in group health plans for a period of one year
following termination of employment at the same cost rate charged to
then-current employees and (iv) payment to the executive by our company in 12
equal monthly installments of (A) a multiple of the executive's highest base
salary in effect during the one-year preceding termination of employment and (B)
the greater of the previous year's annual bonus received by the executive or the
executive's current year target annual bonus. For Mr. Hickey, the multiple is
200% and for Dr. Pines, the multiple is 150%. Severance payments under the
employment agreements will reduce the severance payment obligations under the
change of control agreements.




Director
Compensation





Each of
our non-employee directors is entitled to receive, as full compensation for
service as a director, including service on any committee of the Board of
Directors:





·
            Annual
      cash compensation, paid quarterly in arrears, of $15,000 plus an
      additional $5,000 for each committee chair and $10,000 for the Chairman of
      the Board (who shall not be entitled to separate compensation as a
      committee chair).    In March 2009, the Compensation
      Committee approved a cash-conserving measure that stipulates that 35% of
      the quarterly cash compensation would be paid in cash and the balance
      would be paid in shares of Common Stock based on the fair market value as
      of the last trading day of the applicable quarter.  This
      arrangement currently continues in
effect.





·
            An
      annual option grant under our existing stock option plan(s) to purchase
      65,000 shares of Common Stock. The options, which the Board shall endeavor
      to grant at each annual meeting of the Board of Directors, shall have an
      exercise price equal to the fair market value on the date of grant, shall
      be vested in full immediately upon grant and shall expire ten years from
      the grant date.  Dr. Richard Franklin, who receives separate
      compensation in his capacity of Executive Chairman pursuant to a separate
      consulting agreement, is not eligible for these annual grants. See
      “Certain Relationships and Related
  Transactions.”





We
reimburse all directors, including employee directors, for reasonable expenses
incurred by them in acting as a director or as a member of any committee of the
Board.





The
following table sets forth certain information with respect to total
compensation earned by all members of the Board of Directors during the year
ended December 31, 2009, other than Mr. Hickey whose compensation is disclosed
in the Summary Compensation Table above.  Mr. Hickey does not receive
additional compensation in his role as a director.





Director
Compensation for 2009




Name
                  
                  Fee Earned or
                    Paid in Cash
                    ($) (1)
                  
                  
                  Stock
                    Awards
                    ($) (1)(2)
                  
                  
                  Option
                    Awards
                    ($)(2) (3)
                  
                  
                  Total ($)David
      G.P. Allan
                  
                  
                  7,000
                  
                  
                  
                  13,000
                  
                  
                  
                  17,000
                  
                  
                  
                  37,000Barry
      R. Frankel
                  
                  
                  7,000
                  
                  
                  
                  13,000
                  
                  
                  
                  17,000
                  
                  
                  
                  37,000Richard
      L. Franklin, MD
                  
                  
                  8,750
                  
                  
                  
                  16,250
                  
                  
                  
                  -
                  
                  
                  
                  25,000Joerg
      Gruber
                  
                  
                  5,250
                  
                  
                  
                  9,750
                  
                  
                  
                  17,000
                  
                  
                  
                  32,000Walter
      R. Maupay, Jr.
                  
                  
                  7,000
                  
                  
                  
                  13,000
                  
                  
                  
                  17,000
                  
                  
                  
                  37,000




(Footnotes
appear on next page)


6








(1)
                In
      accordance with a cash-conserving measure approved by the Compensation
      Committee in March 2009, 35% of the quarterly cash compensation is paid in
      cash and the balance is paid in shares of Common Stock based on the fair
      market value as of the last trading day of the applicable
      quarter.





(2)
                The
      amounts shown reflect the aggregate grant date fair value, computed in
      accordance with FASB ASC Topic 718, excluding the effect of estimated
      forfeitures related to service-based vesting
  conditions.





(3)
                For
      additional information on the valuation assumptions with respect to the
      2009 grants, refer to Note F [3] of our financial statements in the Form
      10-K for the year ended December 31, 2009, as filed with the SEC. The
      following directors listed in the table have outstanding option awards at
      2009 fiscal year-end: Mr. Allan (510,000 shares), Mr. Frankel (540,000
      shares), Dr. Franklin (2,830,000 shares), Mr. Gruber (195,000) and
      Mr. Maupay (580,000 shares). All of the above-listed option awards are
      fully vested with the exception of 500,000 of Dr. Franklin’s option awards
      which vest upon the achievement of specific market condition criteria for
      our Common Stock.





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





Set forth
below is information concerning the stock ownership of all persons known by the
Company to own beneficially 5% or more of the outstanding shares of any class of
voting securities of the Company, all directors, the Named Executive Officers
(as defined in “Executive Compensation - Summary Compensation Table”) and all
directors and executive officers of the Company as a group, as of March 31,
2010.  The address of the officers and directors named in the
following table is c/o SyntheMed, Inc., 200 Middlesex Essex Turnpike, Suite 210,
Iselin, New Jersey 08830.




Name
                  
                  Shares of Commonof Beneficial Owner
                  
                  Stock Beneficially
                  
                  
                  Percentor Number in Group
                  
                  Owned (1)
                  
                  
                  of ClassJoerg
      Gruber
                  
                  
                  7,272,963
                  (2)
                  
                  
                  6.5
                  %Robert
      P. Hickey
                  
                  
                  4,060,165
                  (3)
                  
                  
                  3.6
                  %Richard
      L. Franklin, MD
                  
                  
                  3,635,361
                  (4)
                  
                  
                  3.3
                  %Eli
      Pines, Ph.D.
                  
                  
                  2,386,962
                  (5)
                  
                  
                  2.1
                  %Walter
      R. Maupay
                  
                  
                  1,100,298
                  (6)
                  
                  
                  1.0
                  %David
      G. P. Allan
                  
                  
                  1,021,250
                  (7)
                  
                  
                  0.9
                  %Barry
      R. Frankel
                  
                  
                  606,450
                  (8)
                  
                  
                  0.6
                  %Marc
      Sportsman
                  
                  
                  421,250
                  (9)
                  
                  
                  0.4
                  %All
      executive officers and directors as a group (7 persons)
                  
                  
                  20,083,448
                  (10)
                  
                  
                  16.5
                  %







(1)
            Beneficial
      ownership is defined in accordance with the rules of the Securities and
      Exchange Commission and generally means the power to vote and/or dispose
      of the securities regardless of any economic interest
      therein.  In accordance with such rules, shares beneficially
      owned includes shares that the named person has the right to acquire upon
      exercise of options and warrants, or upon conversion of convertible
      securities, within 60 days from March 31, 2010 and does not include shares
      underlying such securities that may be held by such persons that are not
      exercisable or convertible currently or within such period or that are
      subject to performance-based vesting.  All shares listed are
      beneficially owned, and sole voting and investment power is held by the
      persons named, except as otherwise
noted.


(2)
            Includes
      630,000 shares of Common Stock issuable upon exercise of warrants and
      195,000 shares issuable upon exercise of options held by Mr. Gruber as
      well as 823,000 shares and 2,145,025 shares underlying warrants held by
      Clubb Capital Limited, of which Mr. Gruber is Chairman and a
      director.  Mr. Gruber disclaims beneficial ownership of the
      securities held by Clubb Capital Limited, except to the extent of his
      pecuniary interest therein.


(3)
            Includes
      3,522,500 shares of Common Stock issuable upon exercise of
      options.


(4)
            Includes
      2,330,000 shares of Common Stock issuable upon exercise of
      options.


(5)
            Includes
      2,134,666 shares of Common Stock issuable upon exercise of
      options.


(6)
            Includes
      580,000 shares of Common Stock issuable upon exercise of
      options.


(7)
            Includes
      510,000 shares of Common Stock issuable upon exercise of
      options.


(8)
            Includes
      540,000 shares of Common Stock issuable upon exercise of
      options.


(9)
            Includes
      327,500 shares of Common Stock issuable upon exercise of
      options.


(10)
            Includes
      12,587,191 shares of Common Stock issuable upon exercise of options and
      warrants.


7





Securities
Authorized For Issuance Under Equity Compensation Plans





The following table
summarizes, as of December 31, 2009, certain information concerning equity
compensation plans for employees and directors of and consultants to the
Company:





Number of securities to be
                  
                  
                  Weighted average exercise
                  
                  
                  Number of securitiesissued upon exercise of
                  
                  
                  price of outstanding options,
                  
                  
                  remaining available forPlan Category
                  
                  outstanding options, warrants and rights
                  
                  
                  warrants and rights
                  
                  
                  future issuanceEquity
      compensation plans approved by security holders
                  
                  
                  4,543,000
                  
                  
                  $
                  0.61
                  
                  
                  
                  457,000Equity
      compensation plans not approved by security holders
                  
                  
                  8,652,000
                  
                  
                  $
                  0.33
                  
                  
                  
                  312,321Total
                  
                  
                  13,195,000
                  
                  
                  $
                  0.43
                  
                  
                  
                  769,321





80,000 fully vested options have been
granted to two individuals under our 2000 Non-Qualified Stock Option Plan at
exercise prices ranging from $0.36 to $0.80 per share and with termination dates
ranging from April 22, 2012 to February 16, 2017.  None of these
options were granted to our directors or officers.





7,872,000 options have been granted to
fourteen individuals under our 2001 Non-Qualified Stock Option Plan at exercise
prices ranging from $0.12 to $0.80 per share and with termination dates ranging
from March 21, 2010 to June 8, 2019.  Of the total options issued,
7,722,000 were vested at year-end, 50,000 vest upon IND approval for a drug
delivery product, 50,000 vest upon an IDE submission of a gynecological
anti-adhesion product, 50,000 vest upon the PMA submission of a gynecological
anti-adhesion product. Of these, we granted options to directors and officers as
follows:  2,350,000 to Mr. Hickey, 1,397,000 to Dr. Pines, 315,000 to
Mr. Allan, 335,000 to Mr. Frankel, 2,125,000 to Dr. Franklin, 65,000 to Mr.
Gruber and 375,000 to Mr. Maupay.





4,543,000 options have been granted to
thirteen individuals under our 2006 Stock Option Plan at exercise prices ranging
from $0.10 to $1.16 per share and with termination dates ranging from June 30,
2010 to February 23, 2019.  Of the total options issued, 4,463,000
were vested at year-end, 40,000 vest on July 14, 2010 and 40,000 vest on July
14, 2011.  Of these, we granted options to directors and officers as
follows:  1,268,000 to Mr. Hickey, 788,000 to Dr. Pines, 528,000 to
Mr. Sportsman, 195,000 to Mr. Allan, 205,000 to Mr. Frankel, 205,000 to Dr.
Franklin, 130,000 to Mr. Gruber and 205,000 to Mr. Maupay.





700,000 options have been granted to
two individuals pursuant to other agreements at exercise prices ranging from
$0.40 to $1.00 per share and have a termination date of October 1,
2018.  Of the total options issued, 100,000 were vested at year-end,
500,000 vest upon the achievement of specific market condition
criteria for our Common Stock and 100,000 vest during 2010.  Of
these, we granted options to directors and officers as
follows:  500,000 to Dr. Franklin.





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





In
September and December 2009, we sold an aggregate of 9,000,000 units, each
consisting of one share of common stock and one warrant to purchase one share of
common stock, at a purchase price of $.20 per unit in a private placement,
resulting in gross cash proceeds of $1,800,000. The private placement occurred
in two closings, the first on September 30, 2009 for total proceeds of
$1,000,000 and the second on December 24, 2009 for total proceeds of $800,000.
The warrants are exercisable for shares at a price of $.20 per share, and are
scheduled to expire on September 30, 2013. In connection with the financing, we
paid a placement agent (the “Agent”) a commission of $126,000 in cash,
representing 7% of the gross proceeds raised, and warrants to purchase an
aggregate of 630,000 shares of common stock, representing 7% of the number of
units sold in the financing. The agent warrants are identical to the investor
warrants. We also reimbursed the Agent for certain financing-related expenses
totaling $31,000 including legal fees. One of our directors, Mr. Joerg Gruber,
is Chairman and a director of the Agent.





On October 1, 2008, we
entered into a consulting agreement with Richard L. Franklin, MD, our Chairman
of the Board, under which we retained Dr. Franklin to serve in the newly created
executive officer role of Executive Chairman. Dr. Franklin’s responsibilities
include working with the Board of Directors and the President and Chief
Executive Officer in connection with (i) the overall leadership and strategic
direction of the Company, (ii) providing guidance and support to senior
management of the Company, (iii) the coordination of the activities of the Board
of Directors and (iv) communication with shareholders and other important
constituencies. The agreement is scheduled to expire on December 31, 2009,
subject to automatic renewal for successive one-year periods, subject to
termination by either party on prior notice. The agreement contains
non-disclosure, non-compete and non-solicitation provisions, as well as
provisions relating to the ownership of intellectual property. In consideration
for his services, we have agreed to pay Dr. Franklin $100,000 per year and have
granted Dr. Franklin a ten-year option to purchase 750,000 shares of our common
stock. The option is exercisable as to 125,000 shares at $.40/share, 125,000
shares at $.60/share, 250,000 shares at $.80/share and 250,000 shares at
$1.00/share, provided that vesting of the $.40 and $.60 installments is subject
to the 30-day average stock price achieving a $.60 level by October 1, 2009 and
vesting of the remaining two installments is subject to the stock price
achieving a $1.00 30-day average level by October 1, 2010. In his capacity as a
director, Dr. Franklin will also continue to be eligible for cash compensation
(but not equity-based compensation) paid to members of the Board of Directors in
their capacity as such.


8




On
September 30, 2008, we raised $4,000,000 in gross proceeds from a private
placement of 10,000,000 units, each consisting of one share of common stock and
one warrant to purchase one share of common stock, at a purchase price of $.40
per unit. The warrants are exercisable for shares at a price of $.50 per share,
and are scheduled to expire on September 30, 2011. In connection with the
financing, we paid the Agent, a commission of $280,000 in cash, representing 7%
of the gross proceeds raised, and warrants to purchase an aggregate of 700,000
shares of common stock, representing 7% of the number of shares sold in the
financing. The Agent warrants are identical to the investor warrants, except
that the agent warrants expire on September 30, 2012. We also reimbursed the
Agent for certain financing-related expenses totaling approximately $37,000
including legal fees.




Each of
our directors, other than Messrs. Hickey and Gruber and Dr. Franklin, is
“independent” within the meaning of the rules of the Nasdaq Stock
Market.




Item
14.  Principal Accounting Fees and Services.




The
following table summarizes fees billed to the Company by Eisner LLP for 2009 and
2008:





2009
                    
                    
                    2008Audit
      Fees
                    
                    $
                    76,300
                    
                    
                    $
                    78,000Audit-related
      Fees
                    
                    
                    -
                    
                    
                    
                    -Tax
      Fees
                    
                    
                    -
                    
                    
                    
                    1,600Other
      Fees
                    
                    
                    -
                    
                    
                    
                    -





Audit
fees include fees for the annual audit and review of financial statements
included in that year’s Form 10-Q filings, as well as fees for any other
services normally provided by the principal accountant in connection with
statutory or regulatory filings, including SEC filings, or
engagements.




Tax fees
include discussion regarding tax planning.




The Audit
Committee’s current policy is to pre-approve all audit and non-audit services
that are to be performed and fees to be charged by our independent auditor to
assure that the provision of these services does not impair the independence of
the auditor.All of the
non-audit fees were approved by the Audit Committee pursuant to Rule
2-01(c)(7)(i)(C) of SEC Regulation S-X, which provides a waiver of the
pre-approval requirements for certain de minimis activities.




Part
IV





Item
15.  Exhibits, Financial Statement Schedules.





The following exhibits are filed as
part of this report:





31.1
            Certification
      of Principal Executive Officer and Principal financial Officer Pursuant to
      Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.




9





Signature





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to its Annual Report
on Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized.





SyntheMed,
      Inc.(Registrant)Dated
      April 27, 2010
              By:
              /s/ Robert P. HickeyRobert
      P. HickeyPresident,
      CEO and CFO(principal
      executive, financial and accounting
officer)


10