##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(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, 2010

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 000-23776





DARA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3216862                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                       |  |           
|------------------------------------------------------ |  | ----------
|8601 Six Forks Road, Suite 160
Raleigh, North Carolina |  | 27615     
|(Address of principal executive offices)               |  | (Zip Code)

Registrants telephone number, including area code: (919) 872-5578





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



|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|Title of Each Class                    |  | Name of Each Exchange on Which Registered
|Common Stock, Par Value $.01 Per Share |  | The NASDAQ Stock Market LLC              

Securities registered pursuant to Section 12(g) of the Act: None

(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 (§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 the registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, and/or a smaller reporting
company. See the definition 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   |  |  ̈  (Do not check if a smaller reporting company) |  | 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 voting stock held by non-affiliates of the registrant as of June 30, 2010 was approximately $12,536,634.

The
number of shares outstanding of the Registrants common stock as of March 22, 2011 was approximately 4,822,004.









---

##### Table of Contents

Table of Contents

FORWARD-LOOKING STATEMENTS



|                                                                                                                      |  |  |    | 
|--------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I                                                                                                                |  |  |    | 
|                                                                                                                      | 
|Item 1. Business                                                                                                      |  |  | 3  | 
|Item 1A. Risk Factors                                                                                                 |  |  | 9  | 
|Item 1B. Unresolved Staff Comments                                                                                    |  |  | 14 | 
|Item 2. Properties                                                                                                    |  |  | 14 | 
|Item 3. Legal Proceedings                                                                                             |  |  | 14 | 
|Item 4. Removed and Reserved                                                                                          |  |  | 14 | 
|                                                                                                                      | 
|PART II                                                                                                               |  |  |    | 
|                                                                                                                      | 
|Item 
5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  |  | 15 | 
|Item 6. Selected Financial Data                                                                                       |  |  | 15 | 
|Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations                         |  |  | 15 | 
|Item 7A. Quantitative and Qualitative Disclosure About Market Risk                                                    |  |  | 22 | 
|Item 8. Financial Statements and Supplementary Data                                                                   |  |  | 23 | 
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure                          |  |  | 51 | 
|Item 9A. Controls and Procedures                                                                                      |  |  | 52 | 
|Item 9B. Other Information                                                                                            |  |  | 53 | 
|                                                                                                                      | 
|PART III                                                                                                              |  |  |    | 
|                                                                                                                      | 
|Item 10. Directors, Executive Officers and Corporate Governance                                                       |  |  | 53 | 
|Item 11. Executive Compensation                                                                                       |  |  | 56 | 
|Item 
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              |  |  | 58 | 
|Item 13. Certain Relationships and Related Transactions and Director Independence                                     |  |  | 60 | 
|Item 14. Principal Accounting Fees and Services                                                                       |  |  | 60 | 
|                                                                                                                      | 
|PART IV                                                                                                               |  |  |    | 
|                                                                                                                      | 
|Item 15. Exhibits and Financial Statement Schedules                                                                   |  |  | 62 | 



2



---

##### Table of Contents

FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. When used in this Form 10-K, the words believe, anticipates, intends, plans, estimates, and similar expressions are forward-looking statements. Such forward-looking statements
contained in this Form 10-K are based on managements current expectations and are subject to factors that could cause actual results to differ materially for us from those projected. Those factors include risks and uncertainties relating
to our current cash position and our need to raise additional capital in order to be able to continue to fund our operations, the potential delisting of our common stock from the NASDAQ Capital Market, our limited operating history which may make it
difficult to evaluate our business and future viability, our ability to retain our managerial personnel and to attract additional personnel, our ability to successfully develop and outlicense our drug candidates as anticipated, the current
regulatory environment in which we develop and sell our products, the market acceptance of those products, dependence on partners, successful performance under collaborative and other commercial agreements, potential product liability risks that
could exceed our liability coverage, competition from other pharmaceutical companies, biotechnology companies and other research and academic institutions, the strength of our intellectual property, the intellectual property of others and other risk
factors identified in the documents we have filed, or will file, with the Securities and Exchange Commission. We caution investors that there can be no assurance that actual results, outcomes or business conditions will not differ materially from
those projected or suggested in such forward-looking statements as a result of various factors, including, among others, the potential risks and uncertainties described in Part I, Item 1A  Risk Factorsbelow.

You should also carefully consider the factors set forth in other reports or documents that we file from time to time with the Securities and
Exchange Commission (the SEC). Except as required by law, we undertake no obligation to update any forward-looking statements.

In
this Form 10-K, we refer to information regarding potential markets for our drug candidates and other industry data. We believe that all such information has been obtained from reliable sources that are customarily relied upon by companies in
our industry. However, we have not independently verified any such information.

PART I

Item 1. Business

Overview

DARA BioSciences, Inc. (DARA) is a North Carolina-based
biopharmaceutical development company that acquires promising therapeutic molecules and medical technologies from third parties and advances their clinical development for later sale or license to pharmaceutical and biotechnology companies or other
entities that have the potential to complete development, gain approval and commercialize the product. We focus our therapeutic development efforts on small molecules from late preclinical development through Phase 2 clinical trials. Presently, we
have two drug candidates in development with cleared Investigational New Drug applications (INDs) from the U.S. Food and Drug Administration and advancing through clinical development:

LOGO



3



---

##### Table of Contents

| |  | KRN5500is a non-narcotic/non-opioid for the treatment of neuropathic pain in patients with cancer and has successfully completed
Proof-of-Concept in Humans (Phase 2a) meeting its Primary end-point(s) of reduction of pain and was statistically better than Placebo (p=0.03) while having no major safety concerns. DARA and the National Cancer Institute (NCI) have entered into a
Clinical Trial Agreement to study KRN5500 for the treatment and prevention of chemotherapy induced peripheral neuropathy. We plan to initiate a clinical study in concert with the NCI in the first half 2011; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | DB959is a first-in-class drug candidate for the treatment of type 2 diabetes and completed a Phase 1 study in 2010. Results demonstrated no
moderate, severe or serious adverse reactions even when dosed at approximately 10X the anticipated human dose and a pharmacokinetic profile supporting a once-a-day oral dose. A second Phase 1 study is planned to begin the first quarter of 2011.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although we have a number of promising candidates in pre-clinical, we are currently focusing all of our resources on our
two most advanced drug development programs which are KRN5500 and DB959. We are holding our delayed development programs in inventory for potential future development and sale.

We generally in-license or otherwise acquire drug candidates that are prepared to enter late pre-clinical and/or Phase 1 studies. Presently, we have an Intellectual Property portfolio of 88 granted U.S.
and foreign patents and 60 pending patents.

Our management team efficiently advances product candidates through clinical development,
potentially yielding commercially and medically attractive therapeutics. Our strategy is designed to enhance and meet the pipeline needs of midsize and large pharmaceutical and biotechnology companies. The development and liquidity strategy for
product candidates varies according to market conditions, stage of development, and competitive market dynamics. To best manage our risks, we utilize a stringent due diligence process anchored by knowledge of a drug or technology candidates
attributes that will most likely yield commercial success. Our due diligence, development, and commercial expertise help us identify drug candidates to pursue. We then conduct focused research to improve the probability of clinical and commercial
success.

We hire experts with strong pharmaceutical project management skills in specific disciplines we believe are important to maintain
within our Company. We contract with and manage strong outsource partners to complete the necessary development work. This permits us to avoid incurring the cost of buying or building laboratories, manufacturing facilities or clinical research
operation sites and allows us to control our annual expenses and to optimize our resources.

After we establish proof of concept for an
innovative drug candidate, we seek to license or sell the drug candidate or find a strategic collaborative partner who would further the development of the compound in later stage trials and commercialize it after regulatory approval. Key indicators
to evaluate our success are how our drug candidates advance through the drug development process, and ultimately, if we are successful in negotiating collaborations, licenses, or sales agreements for our drug candidates. The success of our business
is highly dependent on the marketplace value of our drug candidates, the related patents we obtain and our ability to find strong commercial partners to successfully commercialize the drug candidates. In order to successfully achieve these goals,
having sufficient liquidity is important since we do not have a recurring sales or revenue stream to provide such working capital.

We were
incorporated on June 22, 2002. Our executive offices are located at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina 27615, and our telephone number is 919.872.5578.



4



---

##### Table of Contents

Active Compounds/Programs

On January 6, 2009, we implemented a cost reduction plan to conserve our remaining cash balance. In connection with the cost reduction plan we have focused our resources entirely on our two most
advanced drug development programs, KRN5500 for neuropathic pain in cancer patients and DB959 for type 2 diabetes.

KRN5500 is a drug
candidate which is presently being developed for the treatment of neuropathic pain in patients with cancer. An active component of KRN5500 has been shown to inhibit nerve cell pain signals. Initial in-vitro studies point to two possible of modes of
action, cholinesterase inhibition and the inhibition of fatty acid amide hydrolase (FAAH). Presently the primary segment of the market being targeted by this compound is chemotherapy-induced neuropathic pain (CINP). On May 12, 2009, we
announced positive results from the completed Phase 2a clinical trial in cancer patients with neuropathic pain to assess the safety and efficacy of KRN5500. KRN5500 met its primary end-point of reduction of pain from baseline and performed
statistically significantly better than placebo (p=0.03).

DB959 is a novel dual
PPARd/g agonist for the treatment of type 2 diabetes. In March 2009, the FDA cleared our IND application for DB959, allowing us to commence Phase 1
studies in humans. This compound activates genes involved in the metabolism of sugars and fats thereby improving the bodys ability to regulate blood sugar. We are developing this drug candidate as a once-daily oral therapy. Our review of
non-clinical data indicates that this drug candidate is a potential leading successor to Avandia® and Actos® because, among other indications, it increases good HDL cholesterol and lowers triglycerides better than Avandia® with greater
cardiac safety and less weight gain.

The table below sets forth our current active compounds/programs, their target indications and the
projected market size for the applicable lead indications. We can give no assurances that KRN5500 and DB959 will gain FDA approval or, even with FDA approval for such drugs, would capture meaningful market share for the stated indications.



|                 |  |                               |  |                                                                          |       |   |  |  |       |  
|---------------- |  | ----------------------------- |  | ------------------------------------------------------------------------ | ----- | - |  |  | ----- | -
|Compound/Program |  | Target Indication(s)          |  | Projected Market 
Size,Lead Indication Only, inbillions (B); by the year |      
|KRN5500          |  | Neuropathic Pain              |  | $                                                                        | 7.0B  |   |  |  | (2016 | )
|                 |  |                               | 
|DB959            |  | Type 2 Diabetes, Dyslipidemia |  | $                                                                        | 21.0B | * |  |  | (2034 | )



|* | Oral Antidiabetics Only
|- | -----------------------

Peroxisome
proliferator-activated receptors (PPARs) are ubiquitous in the human body and current medical literature has shown usefulness of PPAR agonists, such as DB959, for treating Alzheimers disease, ulcerative colitis, Multiple sclerosis (MS),
non-alcoholic fatty liver disease and other autoimmune diseases.



5



---

##### Table of Contents

Delayed Programs

In connection with the implementation of the cost reduction plan we announced on January 6, 2009, we suspended the development of many of the compounds and programs that were previously in our
pipeline. Presently, it is unknown whether the suspension of the development of these compounds and programs will be permanent or temporary. However, we continue to hold the rights to these compounds and may resume their development at any time we
believe it is in the best interest of the Company to do so. The below table sets forth our inactive programs, their target indications and the projected market size for the applicable lead indications. We can give no assurances that our inactive
programs would gain FDA approval if we resumed development or that even with FDA approval for such drugs would capture meaningful market share for the stated indications.



|                 |  |                                                       |  |                                                                          |       |  |  |  |       |  
|---------------- |  | ----------------------------------------------------- |  | ------------------------------------------------------------------------ | ----- |  |  |  | ----- | -
|Compound/Program |  | Target Indication(s)                                  |  | Projected Market 
Size,Lead Indication Only, inbillions (B); by the year |      
|DB160            |  | Type 2 Diabetes                                       |  | $                                                                        | 21.0B |  |  |  | (2034 | )
|                 |  |                                                       | 
|DB900            |  | Type 2 Diabetes, Dyslipidemia & Inflammatory Diseases |  | $                                                                        | 30.0B |  |  |  | (2014 | )
|                 |  |                                                       | 
|DB200            |  | Topical for Psoriasis                                 |  | $                                                                        | 3.9B  |  |  |  | (2011 | )

Investments

Prior to our merger with Point Therapeutics, Inc. (Point) in February 2008, we made investments in several companies. As a result, we
currently hold investments in the following companies:



| |  | SurgiVision, Inc. has developed real-time Visual Functional MRI Technology. The company is targeting clinical solutions in two areas:
MRI-Guided Deep Brain Stimulation (DBS) and Cardiac Ablation to treat Atrial Fibrillation.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Medeikon Corporation has identified unmet needs in the diagnostics of several types of cardiovascular disease (CVD) that can be addressed with their
core technology.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Competition

The markets for our products are competitive and the intensity of competition is expected to increase. We primarily compete with other pharmaceutical companies, biotechnology companies and other research
and academic institutions. Many of these companies and institutions have substantially greater financial and other resources and development capabilities than we have and have substantially greater experience in undertaking pre-clinical and clinical
testing of products. In addition to competing with universities and other research institutions in the development of products, technologies and processes, we compete with other companies in acquiring rights to products or technologies from
universities and other research institutions. Because of these factors, we seek to develop products that are more effective or otherwise have the potential to achieve greater market acceptance than competitive products.



6



---

##### Table of Contents

Intellectual Property

Patent Portfolio

Presently, the Company holds 88 issued US and foreign patents and 60
pending patents. Our licensed patent rights categorized by individual drug development programs are summarized below.



| |  | KRN5500  one pending Patent Cooperation Treaty (PCT) application, six issued U.S. patents, and corresponding foreign patent
applications and patents related to spicamycin and derivatives and analogs thereof (including KRN5500) and use of the same for treating pain.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | DB959 and DB900  four issued U.S. patents, one allowed U.S. patent application, and five pending U.S. patent applications with corresponding
foreign patents and patent applications related to compounds and use thereof for treating type 2 diabetes, skin disorders, central nervous system disorders, and other diseases.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | DB160  one pending U.S. patent application with a corresponding foreign patent and patent applications related to DB160 and derivatives and
analogs thereof and use of the same for treating type 2 diabetes and other diseases; one U.S. patent application in progress related to use of DB160 and derivatives and analogs thereof.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | DB200  one pending U.S. patent application and one pending PCT application related to DB200 and derivatives and analogs thereof, methods of
making the same, and use of the same for treating dermatological conditions (including psoriasis) and other disorders.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Other  three granted U.S. patents with a corresponding foreign patent and patent application related to Stimulation of Hematopoietic Cells in
Vitro; two granted U.S. patents related to Anti-Tumor Agents comprising Boroproline Compounds; and one issued U.S. patent related to Regulation of Substrate Activity.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For information concerning the license agreements relating to these patents, see Licenses below.

Additionally, we own eight issued U.S. patents, twelve pending U.S. patent applications and corresponding foreign patents or patent applications in the major commercial markets, including North America,
Europe and Japan relating to technologies developed by Point. Among these are patents or patent applications relating to treatment of cancer using Talabostat as a single agent or combinations of Talabostat with other anti-tumor agents, treatment of
hematopoietic disorders, and treatment of infectious diseases in combination with antigens, as well as patents and patent applications covering our cyclic compositions.

The license from Tufts University School of Medicine (Tufts) (as described below) includes eight issued U.S. patents, four pending U.S. patent applications and, except for U.S. Patent
No. 4935493 which expired in 2007, corresponding foreign patents or patent applications in major commercial markets, including North America, Europe, and Japan. Among these are composition of matter patents or patent applications covering our
Talabostat stereoisomer.

Licenses

We have licensed exclusive worldwide rights to compounds acting as DPP-IV inhibitors for the treatment of type 2 diabetes and other metabolic diseases from Nuada, LLC. This license was acquired
December 22, 2006.

We have licensed exclusive worldwide rights (excluding Australia, New Zealand and Asia) to compounds from
Kirin Brewery Co., Ltd. (now Kyowa Hakko Kirin Co., Ltd.) of Japan for the treatment of pain and central peripheral nervous system conditions or diseases. This license was effective July 1, 2004. We have also entered into an
exclusive worldwide license with Massachusetts General Hospital related to the use of certain spicamycin derivatives for use in treating pain. The effective date of this agreement was May 3, 2004.



7



---

##### Table of Contents

We have licensed exclusive worldwide rights to compounds from Bayer Pharmaceuticals, Corp. for the treatment
of metabolic diseases, including type 2 diabetes. The license has no restrictions on disease indications for therapeutic use. Bayer retains certain commercialization rights. This license was acquired October 8, 2007.

We have licensed exclusive worldwide rights to a boroproline family of small molecule compounds, including Talabostat, from Tufts. We entered into this
license agreement in May 1997. The Tufts license agreement remains in effect until the later of the date of the last-to-expire patents, or 15 years from the date of initial commercial sale of a licensed product. Tufts also has the right to terminate
the license if no licensed product is sold in the U.S. by May 2011.

Governmental Regulation

Our research, development and pre-clinical and clinical trials of most of our intended products are subject to an extensive regulatory approval process by
the U.S. Food and Drug Administration (the FDA) and other regulatory agencies in the U.S. and abroad. The process of obtaining FDA and other required regulatory approvals for drug and biological products, including required pre-clinical
and clinical testing, is lengthy, expensive and uncertain. Even if regulatory clearance is obtained, a marketed product is subject to continual review, and later discovery of previously unknown products or failure to comply with the applicable
regulatory requirements may result in restrictions on a products marketing or withdrawal of the product from the market as well as possible criminal sanctions. Changes in existing regulations or adoption of new regulations or policies could
prevent us from obtaining, or affect the timing of, future regulatory approvals or clearances. Noncompliance with applicable requirements can result in fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension
of production, refusal to authorize the marketing of new products or to allow us to enter into supply contracts and criminal prosecution.

Even if our proposed products are approved for market, we will be subject to continuing regulation. We and our collaborative partners will continuously
be subject to routine inspection by the FDA and will have to comply with the host of regulatory requirements that usually apply to pharmaceutical products marketed in the U.S., including labeling regulations, Good Manufacturing Practices
(GMP) requirements, adverse drug experience regulation, and the FDAs regulations regarding promoting products for unapproved or off-label uses.

In addition, failure to comply with applicable international regulatory requirements can result in fines, injunctions, civil penalties, recalls or seizures of products, total or partial suspensions of
production, refusals by foreign governments to permit product sales and criminal prosecution. Furthermore, changes in existing regulations or adoption of new regulations or policies could prevent us from obtaining, or affect the timing of, future
regulatory approvals or clearances.

Research and Development Activities

Research and development costs associated with our products and technologies, as well as facilities costs, personnel costs, marketing programs and overhead account for a substantial portion of our
operating expenses. Research and development costs include personnel costs, clinical and related drug manufacturing and testing costs, laboratory and animal supplies, outside services and contract laboratory costs. For a discussion of the amount
spent on research and development activities, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations below.

Employees

We currently have five full-time employees and one part-time employee.



8



---

##### Table of Contents

Available Information

Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K that we may file or furnish to the SEC pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 as well as any amendments to any of those reports are available free of charge on or through our website as soon as reasonably practicable after we file them with or furnish them to the SEC electronically. Our website
is located at www.darabiosciences.com. In addition, you may receive a copy of any of our reports free of charge by contacting our Investor Relations department at our corporate headquarters.

Item 1A. Risk Factors.

Our limited operating history may
make it difficult to evaluate our business to date and our future viability.

We are in the early stage of operations and development and
have only a limited operating history on which to base an evaluation of our current business and prospects. In addition, our operations and development are subject to all of the risks inherent in the growth of an early stage company. We will be
subject to the risks inherent in the ownership and operation of a company with a limited operating history such as regulatory setbacks and delays, fluctuations in expenses, competition, the general strength of regional and national economies and
governmental regulation. Any failure to successfully address these risks and uncertainties could seriously harm our business and prospects. We may not succeed given the technological, marketing, strategic and competitive challenges we face. The
likelihood of our success must be considered in light of the expenses, difficulties, complications, problems and delays frequently encountered in connection with the growth of a new business, the continuing development of new drug development
technology and the competitive and regulatory environment in which we operate or may choose to operate in the future.

Our drug candidates
are at early stages of development, and we may not successfully develop a drug candidate that becomes a commercially viable drug.

The
drug discovery and development process is highly uncertain, and we have not developed, and may never develop, a drug candidate that ultimately leads to a commercially viable drug. Our most advanced drug candidates are in the early stages of
development, and we do not have any drugs approved for commercial sale. Before a drug product is approved by the FDA for commercial marketing, it is tested for safety and effectiveness in clinical trials that can take up to six years or longer.
Promising results in preclinical development or clinical trials may not be predictive of results obtained in later clinical trials. A number of pharmaceutical companies have experienced significant setbacks in advanced clinical trials, even after
obtaining promising results in earlier preclinical and clinical trials. At any time, the FDA may place a clinical trial on clinical hold, or temporarily or permanently stop the trial, for a variety of reasons, principally for safety concerns. We or
our collaborators may experience numerous unforeseen events during, or as a result of, the clinical development process that could delay or prevent our drug candidates from being successfully commercialized, including:



| |  |  | Failure to achieve clinical trial results that indicate a candidate is effective in treating a specified condition or illness in humans;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Safety issues, including the presence of harmful side effects;
| | - |  | --------------------------------------------------------------



| |  |  | Determination by the FDA that the submitted data do not satisfy the criteria for approval;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Lack of commercial viability of the drug;
| | - |  | -----------------------------------------



| |  |  | Failure to acquire, on reasonable terms, intellectual property rights necessary for commercialization; and
| | - |  | ----------------------------------------------------------------------------------------------------------



9



---

##### Table of Contents

| |  |  | Existence of therapeutics that are more effective.
| | - |  | --------------------------------------------------

We expect to continue to incur losses.

We have incurred losses since inception and expect
to continue to incur losses for the foreseeable future. Our losses are likely to be primarily attributable to personnel costs, working capital costs, research and development costs, and marketing costs. We may never achieve sustained profitability.

We will need additional financing.

We will need additional financing to maintain and expand our business, and such financing may not be available on favorable terms, if at all. We intend to finance our business, in part, through the
private placement and public offering of equity and debt securities. We have historically financed our operations primarily from proceeds of registered direct offerings and private placements of equity securities and the sale of securities we
acquired through investments made in other companies. In the event that we raise additional equity capital, investors interests in the Company will be diluted and investors may suffer dilution in their net book value per share depending on the
price at which such securities are sold. If we issue any such additional equity securities, such issuances also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result
in a change in control.

When we need additional financing, we cannot provide assurance that it will be available on favorable terms, if at
all. If we need funds and cannot raise them on acceptable terms, we may not be able to:



| |  |  | continue the development of our two active drug development programs;
| | - |  | ---------------------------------------------------------------------



| |  |  | resume development of any of our currently delayed drug development programs;
| | - |  | -----------------------------------------------------------------------------



| |  |  | successfully out-license or otherwise monetize any of our programs; or
| | - |  | ----------------------------------------------------------------------



| |  |  | continue operations.
| | - |  | --------------------

Our stock price could be volatile and our trading volume may fluctuate substantially.

The price of our common stock has been and may in the future continue to be extremely volatile. Many factors could have a significant impact on the future price of our common stock, including:



| |  |  | our inability to raise additional capital to fund our operations, whether through the issuance of equity securities or debt;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | our failure to successfully advance the development of our programs or otherwise implement our business objectives;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | changes in our intellectual property portfolio or developments or disputes concerning the proprietary rights of our product candidates;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | issuance of new or changed securities analysts reports or recommendations;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our ability to consummate a strategic transaction to ensure the continued funding of our operations, including corporate collaborations, merger and
acquisition activities and consolidations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to identify and acquire potential drug candidates to sustain our drug pipeline portfolio;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain component materials and successfully enter into and maintain manufacturing relationships for our product candidates;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | progress or results of any of our clinical trials;
| | - |  | --------------------------------------------------



10



---

##### Table of Contents

| |  |  | progress of regulatory approval of our product candidates and compliance with ongoing regulatory requirements;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | market acceptance of our product candidates;
| | - |  | --------------------------------------------



| |  |  | technological innovations, new commercial products or drug discovery efforts and preclinical and clinical activities by us or our competitors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in government regulations;
| | - |  | ----------------------------------



| |  |  | general economic conditions and other external factors;
| | - |  | -------------------------------------------------------



| |  |  | actual or anticipated fluctuations in our quarterly financial and operating results;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the degree of trading liquidity in our common stock; and
| | - |  | --------------------------------------------------------



| |  |  | our ability to meet the minimum standards required for remaining listed on the NASDAQ Capital Market.
| | - |  | -----------------------------------------------------------------------------------------------------

Our business depends on successful outlicense and other collaborative arrangements.

Our strategy requires us to enter into licenses or other alliances and also to make dispositions of products that have reached a certain level of clinical development. We may be unable to identify
profitable applications for our product candidates or demonstrate the potential benefits of such candidates, and we are unable to predict whether our product candidates will be accepted by potential licensing partners or purchasers. We may not be
able to continue licensing or other partnering arrangements, and any such arrangements, even if completed successfully, may not be on terms favorable to us, may not perform as expected, may result in unexpected liabilities and may never contribute
significant revenues or cash flow. We depend to a significant extent on the expertise of and dedication of sufficient resources by our licensors, licensees and corporate partners to develop and commercialize products. Each individual licensor,
licensee or corporate partner will control the amount and timing of resources devoted by it to these activities. Moreover, the success of any such licenses or other alliances depends in part upon such partners own marketing and strategic
considerations, including the relative advantages of alternative products and technologies being developed or marketed by such partners. Corporate partners may pursue alternative technologies or develop products that are competitive with our
products. If any such partners are unsuccessful in developing or commercializing our product candidates, our business, financial condition and results of operations could be materially and adversely affected. Disputes may arise between us and one or
more of our collaborative partners regarding their respective rights and obligations under collaborative arrangements. In such an event, we may be required to initiate or defend expensive litigation or arbitration proceedings or to seek and attempt
to reach agreement with another collaborative partner. We may not be able to resolve successfully a dispute with a collaborative partner or to enter into a satisfactory arrangement with a replacement collaborative partner.

Our success depends on our ability to retain our managerial personnel and to attract additional personnel.

Our success depends largely on our ability to attract and retain managerial personnel. Competition for desirable personnel is intense, and there can be
no assurance that we will be able to attract and retain the necessary staff. We currently have five full-time employees. The loss of one or more members of managerial or scientific staff could have a material adverse effect on our future operations
and on successful development of products for our target markets. The failure to maintain management, particularly our President and Chief Executive Officer, and to attract additional key personnel could materially adversely affect our business,
financial condition and results of operations.

Competition from other pharmaceutical companies, biotechnology companies and other research
and academic institutions is intense and expected to increase.



11



---

##### Table of Contents

Competition from other pharmaceutical companies, biotechnology companies and other research and academic
institutions is intense and expected to increase. Many of these companies have substantially greater financial and other resources and development capabilities than we have and have substantially greater experience in undertaking pre-clinical and
clinical testing of products. In addition to competing with universities and other research institutions in the development of products, technologies and processes, we compete with other companies in acquiring rights to products or technologies from
universities and other research institutions. There can be no assurance that we can develop products that are more effective or achieve greater market acceptance than competitive products, or that our competitors will not succeed in developing
products and technologies that are more effective than those being developed by us that would render our products and technologies less competitive or obsolete.

The success of our business depends on our ability to develop and protect our intellectual property rights, which could be expensive.

Our success depends to a significant extent on our ability to obtain patent protection on technologies and products and preserve trade secrets and to operate without infringing the proprietary rights of
others. There can be no assurance that any patent applications or patents we are able to license will afford any competitive advantages or will not be challenged or circumvented by third parties. Furthermore, there can be no assurance that others
will not independently develop similar technologies or duplicate any technology developed by us. Because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that before any of our
potential products can be commercialized, any related patent may expire, or remain in existence for only a short period following commercialization, thus reducing any advantage of the patent.

We also rely on trademarks, copyrights, trade secrets and know-how to develop, maintain and strengthen our competitive positions. While we take steps to protect our proprietary rights to the extent
possible, there can be no assurance that third parties will not know, discover or develop independently equivalent proprietary information or techniques, that they will not gain access to our trade secrets or disclose our trade secrets to the
public. Therefore, we cannot guarantee that we can maintain and protect unpatented proprietary information and trade secrets. Misappropriation of our intellectual property would have an adverse effect on our competitive position and may cause us to
incur substantial litigation costs.

We may be subject to claims that we infringe the intellectual property rights of others, and
unfavorable outcomes could harm our business.

Our future operations may be subject to claims, and potential litigation, arising from our
alleged infringement of patents, trade secrets or copyrights owned by other third parties. We intend to fully comply with the law in avoiding such infringements. However, within the drug development industry, established companies have actively
pursued such infringements, and have initiated such claims and litigation, which has made the entry of competitive products more difficult. We may experience such claims or litigation initiated by existing, better-funded competitors. We could also
become involved in disputes regarding the ownership of intellectual property rights that relate to our technologies. These disputes could arise out of collaboration relationships, strategic partnerships or other relationships. Any such litigation
could be expensive, take significant time, and could divert managements attention from other business concerns. Our failure to prevail in any such legal proceedings, or even the mere occurrence of such legal proceedings, could substantially
affect our ability to meet our expenses and continue operations.

Government regulation of our business is extensive and drug approvals are
uncertain, expensive and time-consuming.

Our research, development, pre-clinical and clinical trials of most of our intended products are
subject to an extensive regulatory approval process by the FDA and other regulatory agencies in the U.S. and abroad. The process of obtaining FDA and other required regulatory approvals for drug and biological products, including required
pre-clinical and clinical testing, is lengthy, expensive and uncertain. Even if regulatory clearance is obtained, a marketed product is subject to continual review, and later discovery of previously unknown products or failure to comply with the
applicable regulatory requirements may result in restrictions on a products marketing or withdrawal of the product from the market as well as possible criminal sanctions.



12



---

##### Table of Contents

Due to resource constraints, currently we have only two drug candidates in development. A delay or setback
in the clinical development of either of these candidates would likely have a material adverse effect on our business, financial condition and results of operations.

Our business will always be strictly regulated by the federal and other governments, and there can be no assurance that we will remain in compliance with all applicable regulations.

Clinical testing and manufacture of our proposed products are subject to extensive regulation by numerous governmental authorities in the U.S.,
principally the FDA, and corresponding foreign regulatory agencies. Changes in existing regulations or adoption of new regulations or policies could prevent us from obtaining, or affect the timing of, future regulatory approvals or clearances. We
cannot assure you that we will be able to obtain necessary regulatory clearances or approvals on a timely basis, or at all, or that we will not be required to incur significant costs in obtaining or maintaining such regulatory approvals. Delays in
receipt of, or failure to receive, such approvals or clearances, the loss of previously obtained approvals or clearances or the failure to comply with existing or future regulatory requirements could have a material adverse effect on our business,
financial condition and results of operations.

Any enforcement action by regulatory authorities with respect to past or future regulatory
noncompliance could have a material adverse effect on our business, financial condition and results of operations. Noncompliance with applicable requirements can result in fines, injunctions, civil penalties, recall or seizure of products, total or
partial suspension of production, refusal to authorize the marketing of new products and criminal prosecution.

Even if our proposed products
are approved for market, we will be subject to continuing regulation. We and our collaborative partners will continuously be subject to routine inspection by the FDA and will have to comply with the host of regulatory requirements that usually apply
to pharmaceutical products marketed in the U.S., including labeling regulations, GMP requirements, adverse drug experience regulation and the FDAs regulations regarding promoting products for unapproved or off-label uses. Our
failure to comply with applicable regulatory requirements could result in enforcement action by the FDA, which could have a material adverse effect on our business, financial condition and results of operations.

If the testing or use of our drug candidates harms people, we could face costly and damaging product liability claims far in excess of our liability
coverage.

Our business exposes us to potential product liability risks that are inherent in the testing, manufacturing and marketing of
pharmaceutical products, such as undesirable side effects or injury during clinical trials. In addition, the use in our clinical trials of drugs that we or our potential collaborators may develop and the subsequent sale of these drugs by us or our
potential collaborators may expose us to liability risks relating to these drugs.

We have obtained limited product liability insurance
coverage for our clinical trials. Claims or losses in excess of any product liability insurance coverage, however, could have a material adverse effect on our financial condition.

If we do not meet applicable listing rules, our common stock may be delisted from the NASDAQ Capital Market.

Our common stock is currently traded on the NASDAQ Capital Market. The NASDAQ Capital Market imposes, among other requirements, listing maintenance standards including minimum bid and public float
requirements.

If our common stock were delisted from NASDAQ, among other things, it could lead to a number of negative implications,
including reduced liquidity in our common stock, the loss of federal preemption of state securities laws, fewer business development opportunities and greater difficulty in obtaining financing.

We have never paid cash dividends and do not intend to do so.

We have never declared or paid cash dividends on our common stock. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash
dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.



13



---

##### Table of Contents

Item 1B. Unresolved Staff Comments.

None.

Item 2.
Properties.

Our principal property is our corporate headquarters located at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina. We
lease this office space (7,520 square feet) under a lease agreement with The Prudential Insurance Company of America that has a term that runs through March 31, 2013.

Item 3. Legal Proceedings.

As of March 22, 2011, we had
no outstanding material legal proceedings.

Item 4. (Removed and Reserved).



14



---

##### Table of Contents

PART II

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

Market Information

The following table
sets forth for the periods indicated the range of high and low reported sales price per share of our common stock as reported on The Nasdaq Capital Market, as adjusted for the one-for-sixteen reverse stock split which occurred on May 12, 2010.



|               |  |          |       |  |         |  |      | 
|-------------- |  | -------- | ----- |  | ------- |  | ---- | 
|               |  | High ($) |       |  | Low ($) | 
|               |  |         
|2010           |  |          |       |  |         |  |      | 
|First Quarter  |  |          | 10.70 |  |         |  | 6.56 | 
|Second Quarter |  |          | 8.80  |  |         |  | 3.29 | 
|Third Quarter  |  |          | 4.39  |  |         |  | 2.07 | 
|Fourth Quarter |  |          | 4.25  |  |         |  | 1.90 | 
|               |  |         
|2009           |  |          |       |  |         |  |      | 
|First Quarter  |  |          | 15.84 |  |         |  | 2.40 | 
|Second Quarter |  |          | 16.00 |  |         |  | 4.32 | 
|Third Quarter  |  |          | 12.64 |  |         |  | 4.00 | 
|Fourth Quarter |  |          | 8.80  |  |         |  | 3.68 | 

Stockholders

Our transfer Agent is American Stock Transfer and Trust Company. On March 22, 2011, the last reported sale price of our common stock on The Nasdaq
Capital Market was $3.04 per share. On March 22, 2011, there were approximately 172 holders of record of our common stock.

Dividend
Policy

We have not declared or paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable
future. We expect to retain future earnings, if any, to fund the development and growth of our business. Our board of directors will determine future dividends, if any.

Item 6. Selected Financial Data.

Not applicable.

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

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in
this Annual Report on Form 10-K. Some of the information contained in this Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report includes forward-looking statements based on our
current managements expectations. There can be no assurance that actual results, outcomes or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors,
including, among others, our limited operating history, unpredictability of future program dispositions and operating results, competitive pressures and the other potential risks and uncertainties discussed in the Risk Factors section of this
Form 10-K.



15



---

##### Table of Contents

Merger Transaction

On February 12, 2008, DARA BioSciences, Inc., formerly known as Point Therapeutics, Inc. (we, us and our or the Company), completed the merger
transaction (the Merger) contemplated by the Agreement and Plan of Merger dated October 9, 2007, as amended December 19, 2007, among the Company, DP Acquisition Corp., a wholly-owned subsidiary of the Company (Merger
Sub), and DARA BioSciences, Inc., a privately-held development stage pharmaceutical company based in Raleigh, North Carolina (DARA).

Pursuant to the Merger, each share of DARA common stock and preferred stock issued and outstanding immediately prior to the effective time of the Merger ceased to be outstanding and was converted into the
right to receive 1.031406 shares of Company common stock, plus cash in lieu of any fractional shares. As a result of the transaction, the former DARA stockholders received 96.4% of the Companys outstanding shares of common stock on a
fully-diluted basis and Merger Sub merged with and into DARA, with DARA surviving as a wholly-owned subsidiary of the Company. Upon consummation of the Merger, the Company changed its name to DARA BioSciences, Inc.

For accounting purposes, the Merger was treated as a reverse acquisition with DARA being the accounting acquirer. Accordingly, the historical financial
information in this Form 10-K prior to the Merger is that of DARA and its consolidated subsidiaries and all references to the Company in this Form 10-K relating to periods prior to the Merger refer to DARA.

Overview

We are a North Carolina-based
biopharmaceutical development company that acquires promising therapeutic molecules and medical technologies from third parties and advances their clinical development for later sale or license to pharmaceutical and biotechnology companies or other
entities that have the potential to complete development, gain approval and commercialize the product. We focus our therapeutic development efforts on small molecules from late preclinical development through Phase 2 clinical trials. We operate a
business model that focuses on the following:



| |  |  | Obtaining patents for innovative drug candidates which we believe have value in the marketplace;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Utilizing a small group of talented employees to develop those ideas through proof of concept in patients (generally through Phase 2a clinical trials)
by working with strategic outsource partners; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Licensing the resulting product to a strong healthcare partner to commercialize.
| | - |  | --------------------------------------------------------------------------------

We do not intend to fully develop, obtain clearance from the U.S. Food and Drug Administration (FDA) or market the drug candidates we are
developing.

While in the past we had a broader pipeline of drug development programs, we are currently focusing all of our resources on our
two most advanced drug development programs which are KRN550 for the treatment of neuropathic pain in cancer patients and DB959 for the treatment of metabolic diseases including type 2 diabetes.

We have not generated any revenue from operations to date. We have liquidated or distributed to our stockholders some of our investments made in other
companies. Our primary source of working capital has been from the proceeds of investments made in other companies as well as capital raised from the sale of our securities. To date, we have received net proceeds from the sale of marketable
securities in the amount of $1,951,211 and $4,405,692 in net proceeds from the sale of investments in affiliates. During 2010, we raised $7,308,650 in proceeds from issuance of preferred and common stock, net of issuance costs and we have raised
$37,704,083 from issuance of preferred and common stock, net of issuance costs, since inception.



16



---

##### Table of Contents

We expect to continue to incur operating losses in the near-term. Our results may vary depending on many
factors, including pre-clinical and clinical test results, the performance of our strategic outsource partners and the progress of licensing activities with pharmaceutical partners.

Status of our Drug Candidates

We currently have a portfolio of drug candidates for the
treatment of neuropathic pain for patients with cancer, type II diabetes (including dyslipidemia), enhancement of homing and engraftment of stem cell transplantation and psoriasis. Our cost containment program announced on January 6, 2009,
designed to reduce our cash burn rate, necessitated that we focus most of our working capital on advancing our two lead programs; the continued development of KRN5500 for the treatment of neuropathic pain for patients with cancer and DB959 for the
treatment of type II diabetes. Due to this allocation, we reduced our headcount by approximately 60 per cent and inventoried three programs, DB160, DB900 and DB200, for future development. Based on our present working capital and sharpened
focus, we have sufficient working capital to advance KRN5500 and DB959 development through the first quarter 2012. In the event that these two candidates are not monetized during 2011, additional funding will be required to continue development. A
brief discussion of the status of each of our drug candidates follows.

KRN5500

KRN5500 is a drug candidate which is presently being developed for the treatment of neuropathic pain in patients with cancer. An active component of
KRN5500 has been shown to inhibit nerve cell pain signals. Initial in-vitro studies point to two possible of modes of action, cholinesterase inhibition and the inhibition of fatty acid amide hydrolase (FAAH). Presently the primary segment of the
market being targeted by this compound is chemotherapy-induced neuropathic pain (CINP). On May 12, 2009, we announced positive results from the completed Phase 2a clinical trial in cancer patients with neuropathic pain to assess the safety and
efficacy of KRN5500. KRN5500 met its primary end-point of reduction of pain from baseline and performed statistically significantly better than placebo (p=0.03).Our subsidiary, DARA Therapeutics, Inc., recently entered into an agreement with
the National Cancer Institute, an agency of the U.S. Government, for the further clinical development of KRN5500 focusing on the treatment and prevention of chemotherapy Induced Peripheral Neuropathy. Phase 2b clinical trial(s) are planned to start
during the first half of 2011. Recently, we received a federal grant to further the development of KRN5500. We have initiated discussions regarding the outlicense of KRN5500 and there are currently companies conducting due diligence with respect to
this drug candidate. The Company has not yet received any indications of interest specifying proposed terms for any potential outlicensing transaction and there can be no assurance that the Company will consummate an outlicensing transaction with
respect to KRN5500.

We incurred $824,315 in development costs associated with the development of KRN5500 during 2010, and we have incurred
costs of $4,231,424 from inception to date. We estimate the market potential for chemotherapy-induced neuropathy to be roughly $2.5 billion in 2014.

DB959

DB959 is a novel dual
PPARd/g agonist for the treatment of type 2 diabetes. In March 2009, the FDA cleared our IND application for DB959, allowing us to commence Phase 1
studies in humans. This compound activates genes involved in the metabolism of sugars and fats thereby improving the bodys ability to regulate blood sugar. We are developing this drug candidate as a once-daily oral therapy. Our review of
non-clinical data indicates that this drug candidate is a potential leading successor to Avandia® and Actos® because, among other indications, it increases good HDL cholesterol and lowers triglycerides better than Avandia® with greater
cardiac safety and less weight gain. We plan to initiate and complete a multiple dose Phase 1 clinical study in 2011.



17



---

##### Table of Contents

Our development work on DB959 is being conducted under an exclusive worldwide license to develop and
commercialize the drug candidate from Bayer Pharmaceuticals Corp. This license, which was acquired in October 2007, gives us rights to over 2,000 compounds with agonist activities toward multiple PPAR sub-types. On October 24, 2008, in
accordance with the terms of this license, we provided Bayer with written notice of our intent to pursue a sublicense of our rights under the agreement to a third party for purposes of enabling such third party to commercialize Licensed
Products (as such term is defined in the agreement). Under the terms of the license agreement, unless Bayer exercises certain rights of first refusal provided to it under the agreement and we reach agreement with Bayer concerning
commercialization of Licensed Products, we will be permitted to enter into an agreement with a third party concerning commercialization of Licensed Products.

We incurred $1,847,835 in direct outside development costs associated with the development of DB959 during 2010, and we have incurred costs of $6,055,481 from inception to date. We estimate the market
potential for the PPAR agonist segment of type 2 Diabetes market to be roughly $21 billion in 2034.

Based on recently published literature,
we are exploring the PPARs in our library for the treatment of Alzheimers disease, ulcerative colitis, Multiple sclerosis (MS), non-alcoholic liver disease, and other autoimmune diseases.

DB160

DB160 is a
dipeptidylpeptidase (DPPIV) inhibitor for the treatment of type 2 diabetes. DDPIV is an enzyme that inactivates a key hormone involved in promoting control of blood sugar levels thus giving diabetics better control of their blood sugar levels. Prior
to the implementation of our January 2009 cost reduction plan, we were developing this drug candidate as a once-daily oral therapy. We have currently suspended the development of DB160, but we will continue to evaluate the competitive environment
for DB160 and potential positioning of the compound for other indications. If our evaluation concludes that further development is warranted, the next step in our development of this candidate would be to file an IND application with the FDA. Our
development work with DB160 is pursuant to an exclusive worldwide license to develop and commercialize the drug candidate from Nuada, LLC.

We
incurred $37,395 in direct outside development costs associated with the development of DB160 during 2010, and we have incurred costs of $2,331,858 from inception to date. We estimate the market potential for the DPP-IV inhibitor segment of the type
2 diabetes market to be roughly $21 billion in 2034.

On August 4, 2009, we announced a collaboration with America Stem Cell to expand on
observations from recent preclinical studies showing that DPPIV inhibitors improve the efficiency of hematopoietic stem cell (HSC) transplants.On October 12, 2009, we entered into an Addendum and First Amendment to Material Transfer
Agreement with America Stem Cell, Inc. pursuant to which the Material Transfer Agreement between the Company and America Stem Cell was amended. Under the Material Transfer Agreement, the Company is providing America Stem Cell with DPPIV inhibitors
from our proprietary library which America Stem Cell is using to further its research and development program related to HSC transplants.

Under the Material Transfer Agreement as amended, America Stem Cell is required to pay us a total of $250,000, in four equal installments over
approximately three years, contingent upon America Stem Cells receipt of a specified amount of grant funding for its HSC research and development program.

DB900

DB900 is a series of compounds which are
PPARg/a/d agonists for the treatment of type 2 diabetes. These compounds activate genes involved in the metabolism
of sugars and fats thereby improving the bodys ability to regulate blood sugar. These compounds have the potential to raise good HDL cholesterol, lower bad LDL cholesterol and lower triglycerides with potential greater efficacy than DB959 as
well as the potential to deliver weight loss. This program is currently not being resourced. Development will not be re-initiated until sufficient additional funding is secured. Should we decide to resume the development of DB900, a clinical
candidate will be selected from a number of strong lead compounds. Our development work with DB900 is pursuant to an exclusive worldwide license to develop and commercialize the drug candidate from Bayer Pharmaceuticals Corp.



18



---

##### Table of Contents

We did not incur costs in 2010 for the development of DB900 series compounds; we have incurred costs of
$129,272 from inception to date. We estimate the market potential for the PPAR agonist segment of type 2 Diabetes market to be roughly $30.0 billion in 2014.

DB200

DB200 refers to a series of compounds that are inhibitors of CPT-1 for the
topical treatment of psoriasis. This drug candidate has the potential to inhibit inflammation and the proliferation of skin cells thus resulting in decreased reddening and less flaking of the skin. This program is currently not being resourced.
Should development of DB200 resume, a clinical candidate will be selected from a number of strong lead compounds. Development will not be re-initiated until sufficient additional funding is secured. Should we decide to resume the development of
DB200, the next step in the process would be to file an IND application with the FDA. There are no third party licenses associated with this program.

We incurred $2,063 of patent costs for the development of DB200 series compounds; we have incurred costs of $381,282 from inception to date. We estimate the market potential for the topical agent segment
of the psoriasis market to be roughly $3.9 billion in 2011.

Talabostat

We have no current plans to develop Talabostat as a therapy for lung cancer, the original indication for which it was studied at Point Therapeutics in humans. However, as we continue to receive
requests for Talabostat material for other investigations, we recognize value in maintaining the patent estate, as potential future uses for this drug may be identified as a result of these other investigations. Therefore, we continue to keep
these filings current by paying the various patent-related fees which become due.

We incurred $36,566 in direct costs associated with
Talabostat during 2010, and we have incurred costs of $107,891 from inception to date.

Critical Accounting Policies and Significant
Judgments and Estimates

Critical Accounting Policies

Our managements discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with generally
accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those related to clinical trial expenses, stock-based compensation
and asset impairment and significant judgments and estimates. We base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included in this report, we believe
the following accounting policies are most critical to aid in fully understanding and evaluating our reported financial results.

Research
and Development Expenses

We expense research and development expenses when incurred. The cost of certain research programs, such as
patient recruitment and related supporting functions for clinical trials, are based on reports and invoices submitted by the contract research organization (CRO) assisting us in conducting the clinical trial. These expenses are based on
patient enrollment as well as costs consisting primarily of payments made to the CRO, clinical centers, investigators, testing facilities and patients for participating in our clinical trials. Certain research and development costs must be prepaid
which, if the research and development work ceases to progress for whatever reason, are not refundable to us. In such cases, those costs are expensed when paid.



19



---

##### Table of Contents

Accrued Expenses

As part of the process of preparing financial statements, we are required to estimate accrued expenses. This process involves reviewing open contracts and purchase orders, communicating with applicable
personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when invoices have not yet been sent and we have not otherwise been notified of
actual cost. The majority of our service providers invoice monthly in arrears for services performed. We make estimates of accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us. We
periodically confirm the accuracy of our estimates with the service providers and makes adjustments if necessary. Examples of estimated accrued expenses include:



| |  | fees paid to CROs in connection with preclinical and toxicology studies and clinical trials;
|- |  | --------------------------------------------------------------------------------------------



| |  | fees paid to investigative sites in connection with clinical trials;
|- |  | --------------------------------------------------------------------



| |  | fees paid to contract manufacturers in connection with the production of raw materials, drug substance and drug products; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------



| |  | professional service fees.
|- |  | --------------------------

Share-Based Compensation

Share-based
compensation is accounted for using the fair value based method prescribed by Financial Accounting Standards Board Accounting Standards Codification 718 (formerly referred to as SFAS 123R) (ASC 718, Compensation-Stock
Compensation). For stock and stock-based awards issued to employees, a compensation charge is recorded against earnings based on the fair value of the award. For transactions with non-employees in which services are performed in exchange
for the Companys common stock or other equity instruments, the transactions are recorded on the basis of the fair value of the service received or the fair value of the equity instruments issued, whichever is more readily measurable at the
date of issuance. Please refer to Note 12  Stock Based Compensation, included in the condensed consolidated financial statements appearing elsewhere in this report, for additional information regarding our adoption of ASC 718.

Significant Judgments and Estimates

The
preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires that we make estimates and assumptions that affect the reported amounts and disclosure of certain assets and liabilities
at our balance sheet date. Such estimates include the carrying value of property and equipment and the value of certain liabilities. Actual results may differ from such estimates.

Results of Operations

Research and development expenses increased from $1,887,213 for the
year ended December 31, 2009 to $3,342,768 for the year ended December 31, 2010, primarily as a result of the initiation and completion of the single dose Phase 1 drug study for DB959, as well as the reformulation of drug product for
KRN5500.

General and administrative expenses consist primarily of salaries and benefits, professional fees related to administrative,
finance, human resource, legal and information technology functions. In addition, general and administrative expenses include allocated facility, basic operational and support costs and insurance costs. General and administrative expenses increased
from $2,848,162 in 2009 to $3,141,987 in 2010, due to an increase in investor relation fees, payroll associated fees and expenses incurred in connection with capital raising activities and to maintain our NASDAQ listing. For 2009, our Chief
Executive Officer did not receive a cash salary and all salary increases and 401k contributions were suspended. In addition, our non-employee directors received no cash compensation in 2009.



20



---

##### Table of Contents

Other income (expense), net reflects non-operating activities associated with investments and dispositions
on investments made in collaborations with other companies, as well as interest earned and expensed and other revenues not related to normal basic operations. Other income, net decreased from income of $1,173,421 in 2009 to $492,856 in 2010. This
decrease was primarily due to there being no recognized gains on nonmonetary assets or from the sale of securities during 2010 compared to recognizing during 2009 (1) a gain on nonmonetary assets of $91,910 as a result of our distribution of a
dividend of 100,000 shares of SurgiVision stock to members of the board and our former Chief Financial Officer, (2) a gain from the sale of securities of $177,724 as a result of our sale of all of our 400,002 MiMedx shares and (3) the gain
on sale of $952,791 from of our sale of a portion of our SurgiVision shares. This decrease was offset by $488,958 of grants received for our DB959 and KRN5500 programs from the Internal Revenue Service under the Patient Protection and Affordable
Care Act of 2010.

Liquidity and Capital Resources

Overview

From inception through December 31, 2010, we have financed our operations
primarily from the net proceeds of (1) registered direct offerings and private placements of equity securities, through which we raised $37,704,083 in net proceeds and (2) the sale of securities held in subsidiary companies and marketable
securities, through which we raised $4,405,692 and $1,951,211, respectively.

At December 31, 2010, our principal sources of liquidity
were our cash and cash equivalents which totaled $5,478,414. As of December 31, 2010, we had net working capital of $4,915,690.

Our cash
resources have been used to acquire licenses and to fund research and development activities, capital expenditures and general and administrative expenses.

We have incurred significant net losses and have had negative cash flows from operations during each period from inception through December 31, 2010 and have a deficit accumulated during the
development stage of $33,326,613 at December 31, 2010. Management expects operating losses and negative cash flows to continue through 2011 and the foreseeable future.

Cash Flows

During 2010, our cash and cash equivalents increased by $2,311,112 from
December 31, 2009.

Our operating activities used net cash of $5,109,026 for the year ended December 31, 2010 primarily to fund our
net loss of $5,991,899 offset in part by non-cash stock-based compensation of $626,933 and depreciation expenses of $145,298. Prepaid expenses decreased by $133,703 during the year ended December 31, 2010, primarily as a result of decreases in
prepaid insurance coverage. Accounts payable decreased by $24,824 and accrued expenses increased by $256,823.

Our investing activities
provided net cash of $3,774,023 from inception to date and were minimal for the year ended December 31, 2010.

Our financing activities
provided net cash of $7,426,641 for the year ended December 31, 2010 primarily as a result of (1) $1,759,546 in total net proceeds from our February 26, 2010 and March 5, 2010 common stock and warrants private placement
transactions, (2)$1,262,166 in total net proceeds from our October 25, 2010 registered direct offering of common stock and warrants, and (3) $4,286,938 in total net proceeds from our December 30, 2010 registered direct offering of
preferred shares and warrants. In January 2010, the Companys President and CEO exercised 25,000 stock options at $4.00 per share.

Financial Condition

We believe we have
sufficient working capital to pursue our current limited operations through the end of the first quarter of 2012. We will require additional funds to pursue our business plan. Our working capital requirements will depend upon numerous factors,
including the progress of our research and development programs (which may vary as product candidates are added or abandoned), preclinical testing and clinical trials, timing and cost of



21



---

##### Table of Contents

seeking as well as the achievement of regulatory milestones, the status of competitive programs, and the ability to sell or license our technologies to third parties. In any event, we will
require substantial funds in addition to those presently available to develop all of our programs to meet our business objectives. To ensure the continued level of research development and funding of our operations, we are currently exploring
various possible financing options that may be available to us, which may include outlicense of one or more of our drug programs, a sale of our securities or the sale of certain of our investments. We have no commitments to obtain any additional
funds, and there can be no assurance such funds will be available on acceptable terms or at all. If we are unable to obtain such needed capital, we may not be able to:



| |  |  | continue the development of our two active drug development programs;
| | - |  | ---------------------------------------------------------------------



| |  |  | resume development of any of our currently inactive drug development programs;
| | - |  | ------------------------------------------------------------------------------



| |  |  | successfully out-license or otherwise monetize any of our programs; or
| | - |  | ----------------------------------------------------------------------



| |  |  | remain in operation.
| | - |  | --------------------

Off-Balance Sheet Arrangements

We had
no off-balance sheet arrangements as of December 31, 2010.

New Accounting Pronouncements

In April 2010, the FASB issued accounting standards update, or ASU, No. 2010-17, Revenue Recognition (Topic 605) Milestone Method of
Revenue Recognition: a consensus of the FASB Emerging Issues Task Force, or ASU 2010-17. ASU 2010-17 amends ASC 605-28 and establishes a revenue recognition method for contingent consideration that is payable upon the achievement of an uncertain
future event, referred to as a milestone. The scope of the milestone method is limited to research and development agreements and is applicable to milestones in multiple-deliverable arrangements involving research and development transactions. The
guidance does not preclude the application of any other applicable revenue guidance. The guidance will be effective for financial statements issued for fiscal years beginning after June 15, 2010. Early adoption is permitted. The Company does
not believe ASU, No. 2010-17 will have a material impact on the Companys financial statements.

In October 2009, the FASB issued
accounting standards update ASU No. 2009-13, Revenue Recognition (Topic 605) Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging Issues Task Force, or ASU 2009-13. ASU 2009-13 establishes a selling-price
hierarchy for determining the selling price of each element within a multiple-deliverable arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence, or VSOE, if available,
third-party evidence, if VSOE is unavailable, and estimated selling price if neither VSOE nor third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires
allocation using the relative selling price method. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted at the beginning of a
companys fiscal year. The Company does not believe ASU, No. 2009-13 will have a material impact on the Companys financial statements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.



22



---

##### Table of Contents

Item 8. Financial Statements and Supplementary Data.

DARA BioSciences, Inc.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS



|                                                                                                                                                                            |  |     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                            |  | Page
|Report of Independent Registered Public Accounting Firm                                                                                                                     |  | 24  
|                                                                                                                                                                            | 
|Consolidated Balance Sheets at December 31, 2010 and 2009                                                                                                                   |  | 25  
|                                                                                                                                                                            | 
|Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009 and for the period from June 
22, 2002 (Inception) through December 31, 2010           |  | 26  
|                                                                                                                                                                            | 
|Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2010 and 2009 and for the period from June 
22, 2002 (Inception) through December 31, 2010 |  | 27  
|                                                                                                                                                                            | 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 and for the period from June 
22, 2002 (Inception) through December 31, 2010           |  | 31  
|                                                                                                                                                                            | 
|Notes to Consolidated Financial Statements                                                                                                                                  |  | 33  



23



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of DARA BioSciences, Inc.

We have audited the accompanying consolidated balance sheets of DARA BioSciences, Inc. and subsidiaries, as of December 31, 2010 and 2009, and the related consolidated statements of income,
stockholders equity, and cash flows for each of the two years in the period ended December 31, 2010 and for the period from June 22, 2002 (date of inception) through December 31, 2010. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of DARA
BioSciences, Inc. and subsidiaries, at December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2010 and for the period from June 22,
2002 (date of inception) through December 31, 2010, in conformity with U.S. generally accepted accounting principles.



| |  |                      
| |  | ---------------------
| |  | /s/ Ernst & Young
LLP

Raleigh, North Carolina

March 25, 2011



24



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ---- | - | ----------- | -
|                                                                                                                                                                                      |  | December 31, |            
|                                                                                                                                                                                      |  | 2010         |             |   | 2009 |  
|Assets                                                                                                                                                                                |  |              |             |   |      |   |             |  
|Current assets:                                                                                                                                                                       |  |              |             |   |      |   |             |  
|Cash and cash equivalents                                                                                                                                                             |  | $            | 5,478,414   |   |      | $ | 3,167,302   |  
|Prepaid expenses and other assets, current portion                                                                                                                                    |  |              | 352,076     |   |      |   | 149,040     |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|Total current assets                                                                                                                                                                  |  |              | 5,830,490   |   |      |   | 3,316,342   |  
|                                                                                                                                                                                      |  |             
|Furniture, fixtures and equipment, net                                                                                                                                                |  |              | 63,357      |   |      |   | 56,213      |  
|Restricted cash                                                                                                                                                                       |  |              | 51,401      |   |      |   | 78,757      |  
|Prepaid expenses and other assets, net of current portion                                                                                                                             |  |              | 147,331     |   |      |   | 216,664     |  
|Prepaid license fee, net                                                                                                                                                              |  |              | 220,000     |   |      |   | 340,000     |  
|Investments                                                                                                                                                                           |  |              | 130,468     |   |      |   | 130,468     |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|Total assets                                                                                                                                                                          |  | $            | 6,443,047   |   |      | $ | 4,138,444   |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|                                                                                                                                                                                      |  |             
|Liabilities and stockholders equity                                                                                                                                                  |  |              |             |   |      |   |             |  
|Current liabilities:                                                                                                                                                                  |  |              |             |   |      |   |             |  
|Accounts payable                                                                                                                                                                      |  | $            | 349,741     |   |      | $ | 374,565     |  
|Accrued liabilities                                                                                                                                                                   |  |              | 551,842     |   |      |   | 284,567     |  
|Capital lease obligation, current portion                                                                                                                                             |  |              | 13,217      |   |      |   | 6,338       |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|Total current liabilities                                                                                                                                                             |  |              | 914,800     |   |      |   | 665,470     |  
|                                                                                                                                                                                      |  |             
|Deferred lease obligation                                                                                                                                                             |  |              | 12,054      |   |      |   | 10,968      |  
|Other liability                                                                                                                                                                       |  |              | 279,722     |   |      |   | 268,622     |  
|Capital lease obligation, net of current portion                                                                                                                                      |  |              | 31,412      |   |      |   | 22,009      |  
|Patent obligation                                                                                                                                                                     |  |              | 7,895       |   |      |   | 17,895      |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|Total liabilities                                                                                                                                                                     |  |              | 1,245,883   |   |      |   | 984,964     |  
|                                                                                                                                                                                      |  |             
|Stockholders equity:                                                                                                                                                                 |  |              |             |   |      |   |             |  
|Preferred stock, Series A, $0.01 par value, 1,000,000 shares authorized, 3,675 shares issued and outstanding at December 31,
2010, no issued and outstanding as of December 31, 2009. |  |              | 37          |   |      |   |            |  
|Common stock, $0.01 par value, 75,000,000 shares authorized, 4,126,004 shares issued and outstanding at December 31, 2010,
2,789,526 issued and outstanding as of December 31, 2009.  |  |              | 41,260      |   |      |   | 27,895      |  
|Additional paid-in capital                                                                                                                                                            |  |              | 38,610,457  |   |      |   | 30,588,276  |  
|Deficit accumulated during the development stage                                                                                                                                      |  |              | (33,545,960 | ) |      |   | (27,893,552 | )
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|                                                                                                                                                                                      |  |             
|Total stockholders equity before noncontrolling interest                                                                                                                             |  |              | 5,105,794   |   |      |   | 2,722,619   |  
|Noncontrolling interest                                                                                                                                                               |  |              | 91,370      |   |      |   | 430,861     |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|                                                                                                                                                                                      |  |             
|Total stockholders equity                                                                                                                                                            |  |              | 5,197,164   |   |      |   | 3,153,480   |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  
|                                                                                                                                                                                      |  |             
|Total liabilities and stockholders equity                                                                                                                                            |  | $            | 6,443,047   |   |      | $ | 4,138,444   |  
|                                                                                                                                                                                      |  |              |             |   |      |   |             |  

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



25



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|----------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ---------------------------------------------------------- | - | ---------- | - |  | - | ----------- | -
|                                                                                                                  |  | Year Ended December 31, |            |   | Period fromJune 22, 2002(inception)throughDecember 31,2010 |  
|                                                                                                                  |  | 2010                    |            |   | 2009                                                       |   |           
|                                                                                                                  |  |                         |           
|Operating expenses:                                                                                               |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Research and development                                                                                          |  | $                       | 3,342,768  |   |                                                            | $ | 1,887,213  |   |  | $ | 22,601,052  |  
|General and administrative                                                                                        |  |                         | 3,141,987  |   |                                                            |   | 2,848,162  |   |  |   | 22,597,673  |  
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Total operating expenses                                                                                          |  |                         | 6,484,755  |   |                                                            |   | 4,735,375  |   |  |   | 45,198,725  |  
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|                                                                                                                  |  |                         |           
|Loss from operations                                                                                              |  |                         | (6,484,755 | ) |                                                            |   | (4,735,375 | ) |  |   | (45,198,725 | )
|                                                                                                                  |  |                         |           
|Other income (expense):                                                                                           |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Gain on distribution of nonmonetary asset                                                                         |  |                         |           |   |                                                            |   | 91,910     |   |  |   | 4,760,953   |  
|Gain on sale of marketable securities and nonmonetary assets                                                      |  |                         |           |   |                                                            |   | 1,130,515  |   |  |   | 6,780,147   |  
|Other income (expense), net                                                                                       |  |                         | 496,629    |   |                                                            |   | (9,575     | ) |  |   | 606,972     |  
|Interest (expense) income, net                                                                                    |  |                         | (3,773     | ) |                                                            |   | (39,429    | ) |  |   | 747,883     |  
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Total other income, net                                                                                           |  |                         | 492,856    |   |                                                            |   | 1,173,421  |   |  |   | 12,895,955  |  
|                                                                                                                  |  |                         |           
|Loss before undistributed loss in equity method investments and net loss attributable to noncontrolling interests |  |                         | (5,991,899 | ) |                                                            |   | (3,561,954 | ) |  |   | (32,302,770 | )
|Undistributed loss in equity method investments                                                                   |  |                         |           |   |                                                            |   |           |   |  |   | (2,374,422  | )
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|                                                                                                                  |  |                         |           
|Consolidated net loss                                                                                             |  |                         | (5,991,899 | ) |                                                            |   | (3,561,954 | ) |  |   | (34,677,192 | )
|Loss attributable to noncontrolling interest                                                                      |  |                         | 339,491    |   |                                                            |   | 218,339    |   |  |   | 1,350,579   |  
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|                                                                                                                  |  |                         |           
|Loss attributable to controlling interest                                                                         |  | $                       | (5,652,408 | ) |                                                            | $ | (3,343,615 | ) |  | $ | (33,326,613 | )
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|                                                                                                                  |  |                         |           
|Basic and diluted net loss per common share attributable to controlling interest                                  |  | $                       | (1.80      | ) |                                                            | $ | (1.53      | ) |  |   |             |  
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|                                                                                                                  |  |                         |           
|Shares used in computing basic and diluted net loss per common share attributable to controlling interest         |  |                         | 3,131,726  |   |                                                            |   | 2,189,459  |   |  |   |             |  
|                                                                                                                  |  |                         |            |   |                                                            |   |            |   |  |   |             |  

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



26



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY



|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |    |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |           |  |                          |   |          |   |  |   |            |   |  |   |   |  |  |   |            |   |  |   |   |  |  |   |            |  
|-------------------------------------------------------------- |  | ---------------------------------- | ------- |  | ---------------------------------- | - | --- | ------------ |  |  | ------------------------ |  |  | --------------------------- | -- |  | -------------------------------------------- |  | ------- | ----------------------------------- |  | - | -------------------------------------------------------- |  |  | ---------------------- | --------- |  | ------------------------ | - | -------- | - |  | - | ---------- | - |  | - | - |  |  | - | ---------- | - |  | - | - |  |  | - | ---------- | -
|                                                               |  | Series AConvertiblePreferred Stock |         |  | Series BConvertiblePreferred Stock |   |     | Common Stock |  |  | AdditionalPaid-InCapital |  |  | StockSubscriptionReceivable |    |  | DeficitAccumulatedDuring theDevelopmentStage |  |         | AccumulatedOtherComprehensiveIncome |  |   | StockholdersEquity(Deficit)BeforeNoncontrollingInterest |  |  | NoncontrollingInterest |           |  | TotalStockholdersEquity |  
|                                                               |  | Shares                             |         |  | Amount                             |   |     | Shares       |  |  | Amount                   |  |  | Shares                      |    |  | Amount                                       |  |         |                                     |  |   |                                                          |  |  |                        |           |  |                          |   |          |   |  |   |            |   |  |   |  
|Issuance of common stock to founders                           |  |                                    |        |  |                                    | $ |    |              |  |  |                         |  |  | $                           |   |  |                                              |  | 65,000  |                                     |  | $ | 65                                                       |  |  | $                      | 975       |  |                          | $ |         |   |  | $ |           |   |  | $ |  |  |  | $ | 1,040      |   |  | $ |  |  |  | $ | 1,040      |  
|Net loss                                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |          |  |                          |   |         |   |  |   | (111,563   | ) |  |   |  |  |  |   | (111,563   | ) |  |   |  |  |  |   | (111,563   | )
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |    |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |           |  |                          |   |          |   |  |   |            |   |  |   |   |  |  |   |            |   |  |   |   |  |  |   |            |  
|Balance at December 31, 2002                                   |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  | 65,000  |                                     |  |   | 65                                                       |  |  |                        | 975       |  |                          |   |         |   |  |   | (111,563   | ) |  |   |  |  |  |   | (110,523   | ) |  |   |  |  |  |   | (110,523   | )
|Issuance of common stock                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  | 310,000 |                                     |  |   | 310                                                      |  |  |                        | 4,650     |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 4,960      |   |  |   |  |  |  |   | 4,960      |  
|Issuance of preferred stock, net of issuance costs of $176,959 |  |                                    | 208,437 |  |                                    |   | 208 |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 3,161,168 |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 3,161,376  |   |  |   |  |  |  |   | 3,161,376  |  
|Share-based compensation                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 57,000    |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 57,000     |   |  |   |  |  |  |   | 57,000     |  
|Net loss and comprehensive loss                                |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |          |  |                          |   |         |   |  |   | (589,010   | ) |  |   |  |  |  |   | (589,010   | ) |  |   |  |  |  |   | (589,010   | )
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |    |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |           |  |                          |   |          |   |  |   |            |   |  |   |   |  |  |   |            |   |  |   |   |  |  |   |            |  
|Balance at December 31, 2003                                   |  |                                    | 208,437 |  |                                    |   | 208 |              |  |  |                         |  |  |                             |   |  |                                              |  | 375,000 |                                     |  |   | 375                                                      |  |  |                        | 3,223,793 |  |                          |   |         |   |  |   | (700,573   | ) |  |   |  |  |  |   | 2,523,803  |   |  |   |  |  |  |   | 2,523,803  |  
|Issuance of common stock                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  | 18,275  |                                     |  |   | 18                                                       |  |  |                        | 174,982   |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 175,000    |   |  |   |  |  |  |   | 175,000    |  
|Issuance of preferred stock, net of issuance costs of $155,948 |  |                                    | 104,063 |  |                                    |   | 104 |              |  |  | 22,500                   |  |  |                             | 23 |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 2,590,950 |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 2,591,077  |   |  |   |  |  |  |   | 2,591,077  |  
|Stock subscription receivable                                  |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  | 16,406  |                                     |  |   | 16                                                       |  |  |                        | 242,484   |  |                          |   | (242,500 | ) |  |   |           |   |  |   |  |  |  |   |           |   |  |   |  |  |  |   |           |  
|Issuance of options for services                               |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 12,254    |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 12,254     |   |  |   |  |  |  |   | 12,254     |  
|Share-based compensation                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 94,219    |  |                          |   |         |   |  |   |           |   |  |   |  |  |  |   | 94,219     |   |  |   |  |  |  |   | 94,219     |  
|Net loss and comprehensive loss                                |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |   |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |          |  |                          |   |         |   |  |   | (3,949,039 | ) |  |   |  |  |  |   | (3,949,039 | ) |  |   |  |  |  |   | (3,949,039 | )
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |    |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |           |  |                          |   |          |   |  |   |            |   |  |   |   |  |  |   |            |   |  |   |   |  |  |   |            |  
|Balance at December 31, 2004                                   |  |                                    | 312,500 |  |                                    | $ | 312 |              |  |  | 22,500                   |  |  | $                           | 23 |  |                                              |  | 409,681 |                                     |  | $ | 409                                                      |  |  | $                      | 6,338,682 |  |                          | $ | (242,500 | ) |  | $ | (4,649,612 | ) |  | $ |  |  |  | $ | 1,447,314  |   |  | $ |  |  |  | $ | 1,447,314  |  

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



27



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (continued)



|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|-------------------------------------------------------------- |  | ---------------------------------- | ------- |  | ---------------------------------- | - | --- | ------------ |  |  | ------------------------ |  |  | --------------------------- | --- |  | -------------------------------------------- |  | ------- | ----------------------------------- |  | - | -------------------------------------------------------- |  |  | ---------------------- | ---------- | - | ------------------------ | - | -------- | - |  | - | ----------- | - |  | - | --------- |  |  | - | ---------- | - |  | - | - |  |  | - | ---------- | -
|                                                               |  | Series AConvertiblePreferred Stock |         |  | Series BConvertiblePreferred Stock |   |     | Common Stock |  |  | AdditionalPaid-InCapital |  |  | StockSubscriptionReceivable |     |  | DeficitAccumulatedDuring theDevelopmentStage |  |         | AccumulatedOtherComprehensiveIncome |  |   | StockholdersEquity(Deficit)BeforeNoncontrollingInterest |  |  | NoncontrollingInterest |            |   | TotalStockholdersEquity |  
|                                                               |  | Shares                             |         |  | Amount                             |   |     | Shares       |  |  | Amount                   |  |  | Shares                      |     |  | Amount                                       |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |          
|Balance at December 31, 2004                                   |  |                                    | 312,500 |  |                                    | $ | 312 |              |  |  | 22,500                   |  |  | $                           | 23  |  |                                              |  | 409,681 |                                     |  | $ | 409                                                      |  |  | $                      | 6,338,682  |   |                          | $ | (242,500 | ) |  | $ | (4,649,612  | ) |  | $ |          |  |  | $ | 1,447,314  |   |  | $ |  |  |  | $ | 1,447,314  |  
|Common stock dividend                                          |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  | 429,891 |                                     |  |   | 430                                                      |  |  |                        | (430       | ) |                          |   |         |   |  |   |            |   |  |   |          |  |  |   |           |   |  |   |  |  |  |   |           |  
|Issuance of common stock                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  | 7,894   |                                     |  |   | 8                                                        |  |  |                        | 67,592     |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 67,600     |   |  |   |  |  |  |   | 67,600     |  
|Issuance of preferred stock, net of issuance costs of $88,877  |  |                                    |        |  |                                    |   |    |              |  |  | 107,208                  |  |  |                             | 107 |  |                                              |  |        |                                     |  |   |                                                          |  |  |                        | 4,795,233  |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 4,795,340  |   |  |   |  |  |  |   | 4,795,340  |  
|Issuance of options for services                               |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 16,304     |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 16,304     |   |  |   |  |  |  |   | 16,304     |  
|Share-based compensation                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 1,224,805  |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 1,224,805  |   |  |   |  |  |  |   | 1,224,805  |  
|Dividend of Medivation, Inc. stock                             |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | (2,532,600 | ) |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | (2,532,600 | ) |  |   |  |  |  |   | (2,532,600 | )
|Comprehensive loss:                                            |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|Net loss                                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |           |   |                          |   |         |   |  |   | (4,618,654  | ) |  |   |          |  |  |   | (4,618,654 | ) |  |   |  |  |  |   | (4,618,654 | )
|Unrealized gain on investments                                 |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |           |   |                          |   |         |   |  |   |            |   |  |   | 647,572   |  |  |   | 647,572    |   |  |   |  |  |  |   | 647,572    |  
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  | 
|Comprehensive loss                                             |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   | (3,971,082 | ) |  |   |  |  |  |   | (3,971,082 | )
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|Balance at December 31, 2005                                   |  |                                    | 312,500 |  |                                    |   | 312 |              |  |  | 129,708                  |  |  |                             | 130 |  |                                              |  | 847,466 |                                     |  |   | 847                                                      |  |  |                        | 9,909,586  |   |                          |   | (242,500 | ) |  |   | (9,268,266  | ) |  |   | 647,572   |  |  |   | 1,047,681  |   |  | $ |  |  |  |   | 1,047,681  |  
|Issuance of common stock                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  | 3       |                                     |  |   |                                                         |  |  |                        | 50         |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 50         |   |  |   |  |  |  |   | 50         |  
|Non-cash exercise of options                                   |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  | 10,052  |                                     |  |   | 10                                                       |  |  |                        | (10        | ) |                          |   |         |   |  |   |            |   |  |   |          |  |  |   |           |   |  |   |  |  |  |   |           |  
|Issuance of preferred stock, net of issuance costs of $487,987 |  |                                    |        |  |                                    |   |    |              |  |  | 267,187                  |  |  |                             | 267 |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 12,336,747 |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 12,337,014 |   |  |   |  |  |  |   | 12,337,014 |  
|Non-cash exercise of warrants                                  |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  | 20,883  |                                     |  |   | 21                                                       |  |  |                        | (21        | ) |                          |   |         |   |  |   |            |   |  |   |          |  |  |   |           |   |  |   |  |  |  |   |           |  
|Issuance of common stock warrants                              |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  | 1,666   |                                     |  |   | 2                                                        |  |  |                        | 79,999     |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 80,001     |   |  |   |  |  |  |   | 80,001     |  
|Share-based compensation                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | 339,505    |   |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | 339,505    |   |  |   |  |  |  |   | 339,505    |  
|Distribution of Surgi-vision, Inc. stock                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        | (3,083,156 | ) |                          |   |         |   |  |   |            |   |  |   |          |  |  |   | (3,083,156 | ) |  |   |  |  |  |   | (3,083,156 | )
|Comprehensive loss:                                            |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|Net loss                                                       |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |           |   |                          |   |         |   |  |   | (1,965,290  | ) |  |   |          |  |  |   | (1,965,290 | ) |  |   |  |  |  |   | (1,965,290 | )
|Unrealized gain on investments                                 |  |                                    |        |  |                                    |   |    |              |  |  |                         |  |  |                             |    |  |                                              |  |        |                                     |  |   |                                                         |  |  |                        |           |   |                          |   |         |   |  |   |            |   |  |   | 4,799,964 |  |  |   | 4,799,964  |   |  |   |  |  |  |   | 4,799,964  |  
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  | 
|Comprehensive loss                                             |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   | 2,834,674  |   |  |   |  |  |  |   | 2,834,674  |  
|                                                               |  |                                    |         |  |                                    |   |     |              |  |  |                          |  |  |                             |     |  |                                              |  |         |                                     |  |   |                                                          |  |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           |  |  |   |            |   |  |   |   |  |  |   |            |  
|Balance at December 31, 2006                                   |  |                                    | 312,500 |  |                                    | $ | 312 |              |  |  | 396,895                  |  |  | $                           | 397 |  |                                              |  | 880,070 |                                     |  | $ | 880                                                      |  |  | $                      | 19,582,700 |   |                          | $ | (242,500 | ) |  | $ | (11,233,556 | ) |  | $ | 5,447,536 |  |  | $ | 13,555,769 |   |  | $ |  |  |  | $ | 13,555,769 |  

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



28



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (continued)



|                                                                     |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|-------------------------------------------------------------------- |  | ---------------------------------- | -------- | - | ---------------------------------- | - | ---- | ------------ |  |  | ------------------------ | - |  | --------------------------- | ---- | - | -------------------------------------------- |  | --------- | ----------------------------------- |  | - | -------------------------------------------------------- | - |  | ---------------------- | ---------- | - | ------------------------ | - | -------- | - |  | - | ----------- | - |  | - | ---------- | - |  | - | ----------- | - |  | - | --------- | - |  | - | ----------- | -
|                                                                     |  | Series AConvertiblePreferred Stock |          |   | Series BConvertiblePreferred Stock |   |      | Common Stock |  |  | AdditionalPaid-InCapital |   |  | StockSubscriptionReceivable |      |   | DeficitAccumulatedDuring theDevelopmentStage |  |           | AccumulatedOtherComprehensiveIncome |  |   | StockholdersEquity(Deficit)BeforeNoncontrollingInterest |   |  | NoncontrollingInterest |            |   | TotalStockholdersEquity |  
|                                                                     |  | Shares                             |          |   | Amount                             |   |      | Shares       |  |  | Amount                   |   |  | Shares                      |      |   | Amount                                       |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |           
|Balance at December 31, 2006                                         |  |                                    | 312,500  |   |                                    | $ | 312  |              |  |  | 396,895                  |   |  | $                           | 397  |   |                                              |  | 880,070   |                                     |  | $ | 880                                                      |   |  | $                      | 19,582,700 |   |                          | $ | (242,500 | ) |  | $ | (11,233,556 | ) |  | $ | 5,447,536  |   |  | $ | 13,555,769  |   |  | $ |          |   |  | $ | 13,555,769  |  
|Increase in reserves for uncertain tax positions per FIN 48 adoption |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   |         |   |  |   | (219,348    | ) |  |   |           |   |  |   | (219,348    | ) |  |   |          |   |  |   | (219,348    | )
|Noncontrolling interest upon consolidation                           |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   |            |   |  |   | 1,441,949 |   |  |   | 1,441,949   |  
|Issuance of common stock                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 416       |                                     |  |   | 1                                                        |   |  |                        | 15,999     |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 16,000      |   |  |   |          |   |  |   | 16,000      |  
|Share-based compensation                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        | 590,125    |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 590,125     |   |  |   |          |   |  |   | 590,125     |  
|Cancellation of subscription receivable                              |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   | 242,500  |   |  |   |            |   |  |   |           |   |  |   | 242,500     |   |  |   |          |   |  |   | 242,500     |  
|Comprehensive loss:                                                  |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|Net loss                                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   |         |   |  |   | (1,527,691  | ) |  |   |           |   |  |   | (1,527,691  | ) |  |   | (463,774  | ) |  |   | (1,991,465  | )
|Reversal of unrealized gain on investment and marketable securities  |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   |         |   |  |   |            |   |  |   | (5,447,536 | ) |  |   | (5,447,536  | ) |  |   |          |   |  |   | (5,447,536  | )
|                                                                     |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|Comprehensive loss                                                   |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   | (6,975,227  | ) |  |   | (463,774  | ) |  |   | (7,439,001  | )
|                                                                     |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|Balance at December 31, 2007                                         |  |                                    | 312,500  |   |                                    |   | 312  |              |  |  | 396,895                  |   |  |                             | 397  |   |                                              |  | 880,486   |                                     |  |   | 881                                                      |   |  |                        | 20,188,824 |   |                          |   |         |   |  |   | (12,980,595 | ) |  |   |           |   |  |   | 7,209,819   |   |  |   | 978,175   |   |  |   | 8,187,994   |  
|Conversion of DARA Shares                                            |  |                                    | (312,500 | ) |                                    |   | (312 | )            |  |  | (396,895                 | ) |  |                             | (397 | ) |                                              |  | (880,486  | )                                   |  |   | (881                                                     | ) |  |                        | 1,590      |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   |            |   |  |   |          |   |  |   |            |  
|Exchange of common stock                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 908,161   |                                     |  |   | 9,081                                                    |   |  |                        | (9,081     | ) |                          |   |         |   |  |   |            |   |  |   |           |   |  |   |            |   |  |   |          |   |  |   |            |  
|Exchange of preferred stock                                          |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 731,675   |                                     |  |   | 7,317                                                    |   |  |                        | (7,317     | ) |                          |   |         |   |  |   |            |   |  |   |           |   |  |   |            |   |  |   |          |   |  |   |            |  
|Merger/Reverse stock split Point Therapeutics                        |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 61,360    |                                     |  |   | 614                                                      |   |  |                        | 440,089    |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 440,703     |   |  |   |          |   |  |   | 440,703     |  
|Shares issued to directors                                           |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 7,976     |                                     |  |   | 80                                                       |   |  |                        | 120,460    |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 120,540     |   |  |   |          |   |  |   | 120,540     |  
|Share-based compensation                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 13,750    |                                     |  |   | 138                                                      |   |  |                        | 1,540,588  |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 1,540,726   |   |  |   |          |   |  |   | 1,540,726   |  
|Issuance of common stock                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 18,130    |                                     |  |   | 181                                                      |   |  |                        | 188,373    |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 188,554     |   |  |   |          |   |  |   | 188,554     |  
|Shares issued for deferred payment                                   |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 55        |                                     |  |   | 1                                                        |   |  |                        | 1,063      |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 1,064       |   |  |   |          |   |  |   | 1,064       |  
|Shares issued to placement agent                                     |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  | 140,936   |                                     |  |   | 1,409                                                    |   |  |                        | 1,931,448  |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 1,932,857   |   |  |   |          |   |  |   | 1,932,857   |  
|Warrants issued                                                      |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        | 183,214    |   |                          |   |         |   |  |   |            |   |  |   |           |   |  |   | 183,214     |   |  |   |          |   |  |   | 183,214     |  
|Comprehensive loss:                                                  |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|Net loss                                                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   |         |   |  |   | (11,569,342 | ) |  |   |           |   |  |   | (11,569,342 | ) |  |   | (328,975  | ) |  |   | (11,898,317 | )
|Unrealized gain on marketable securities                             |  |                                    |         |   |                                    |   |     |              |  |  |                         |   |  |                             |     |   |                                              |  |          |                                     |  |   |                                                         |   |  |                        |           |   |                          |   |         |   |  |   |            |   |  |   | 1,656,008  |   |  |   | 1,656,008   |   |  |   |          |   |  |   | 1,656,008   |  
|                                                                     |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|Comprehensive loss                                                   |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   | (9,913,334  | ) |  |   | (328,975  | ) |  |   | (10,242,309 | )
|                                                                     |  |                                    |          |   |                                    |   |      |              |  |  |                          |   |  |                             |      |   |                                              |  |           |                                     |  |   |                                                          |   |  |                        |            |   |                          |   |          |   |  |   |             |   |  |   |            |   |  |   |             |   |  |   |           |   |  |   |             |  
|Balance at December 31, 2008                                         |  |                                    |         |   |                                    | $ |     |              |  |  |                         |   |  | $                           |     |   |                                              |  | 1,882,043 |                                     |  | $ | 18,820                                                   |   |  | $                      | 24,579,252 |   |                          | $ |         |   |  | $ | (24,549,937 | ) |  | $ | 1,656,008  |   |  | $ | 1,704,143   |   |  | $ | 649,200   |   |  | $ | 2,353,343   |  

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



29



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (continued)



|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   |            |   |  |   |          |   |  |   |            |  
|-------------------------------------------------------------- |  | ---------------------------------- | ------ | - | ---------------------------------- | - | --- | ------------ |  |  | ------------------------ |  |  | --------------------------- | - |  | -------------------------------------------- |  | --------- | ----------------------------------- |  | - | ------------------------------------------- | - |  | ---------------------- | ---------- | - | ------------------------ | - | - |  |  | - | ----------- | - |  | - | ---------- | - |  | - | ---------- | - |  | - | -------- | - |  | - | ---------- | -
|                                                               |  | Series AConvertiblePreferred Stock |        |   | Series BConvertiblePreferred Stock |   |     | Common Stock |  |  | AdditionalPaid-InCapital |  |  | StockSubscriptionReceivable |   |  | DeficitAccumulatedDuring theDevelopmentStage |  |           | AccumulatedOtherComprehensiveIncome |  |   | Equity(Deficit)BeforeNoncontrollingInterest |   |  | NoncontrollingInterest |            |   | TotalStockholdersEquity |  
|                                                               |  | Shares                             |        |   | Amount                             |   |     | Shares       |  |  | Amount                   |  |  | Shares                      |   |  | Amount                                       |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |           
|Balance at December 31, 2008                                   |  |                                    |       |   |                                    | $ |    |              |  |  |                         |  |  | $                           |  |  |                                              |  | 1,882,043 |                                     |  | $ | 18,820                                      |   |  | $                      | 24,579,252 |   |                          | $ |  |  |  | $ | (24,549,937 | ) |  | $ | 1,656,008  |   |  | $ | 1,704,143  |   |  | $ | 649,200  |   |  | $ | 2,353,343  |  
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  | 
|Shares issued to directors                                     |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | (1,900    | )                                   |  |   | (19                                         | ) |  |                        | 32,721     |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 32,702     |   |  |   |         |   |  |   | 32,702     |  
|Share-based compensation                                       |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | 32,012    |                                     |  |   | 320                                         |   |  |                        | 470,040    |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 470,360    |   |  |   |         |   |  |   | 470,360    |  
|Issuance of common stock                                       |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | 877,371   |                                     |  |   | 8,774                                       |   |  |                        | 5,458,557  |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 5,467,331  |   |  |   |         |   |  |   | 5,467,331  |  
|Warrants issued to placement agent                             |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  |          |                                     |  |   |                                            |   |  |                        | 47,706     |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 47,706     |   |  |   |         |   |  |   | 47,706     |  
|Comprehensive loss:                                            |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   |            |   |  |   |          |   |  |   |            |  
|Net loss                                                       |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  |          |                                     |  |   |                                            |   |  |                        |           |   |                          |   |  |  |  |   | (3,343,615  | ) |  |   |           |   |  |   | (3,343,615 | ) |  |   | (218,339 | ) |  |   | (3,561,954 | )
|Unrealized gain on marketable securities                       |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  |          |                                     |  |   |                                            |   |  |                        |           |   |                          |   |  |  |  |   |            |   |  |   | (1,656,008 | ) |  |   | (1,656,008 | ) |  |   |         |   |  |   | (1,656,008 | )
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   |            |   |  |   |          |   |  |   |            |  
|Comprehensive loss                                             |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   | (4,999,623 | ) |  |   | (218,339 | ) |  |   | (5,217,962 | )
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   |            |   |  |   |          |   |  |   |            |  
|Balance at December 31, 2009                                   |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | 2,789,526 |                                     |  |   | 27,895                                      |   |  |                        | 30,588,276 |   |                          |   |  |  |  |   | (27,893,552 | ) |  |   |           |   |  |   | 2,722,619  |   |  |   | 430,861  |   |  |   | 3,153,480  |  
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  | 
|Shares issued to directors                                     |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | 1,420     |                                     |  |   | 14                                          |   |  |                        | 48,464     |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 48,478     |   |  |   |         |   |  |   | 48,478     |  
|Share-based compensation                                       |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | 12,500    |                                     |  |   | 125                                         |   |  |                        | 578,329    |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 578,454    |   |  |   |         |   |  |   | 578,454    |  
|Issuance of common stock net of issuance costs of $23,297      |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  | 872,558   |                                     |  |   | 8,726                                       |   |  |                        | 3,112,985  |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 3,121,711  |   |  |   |         |   |  |   | 3,121,711  |  
|Issuance of preferred stock, net of issuance costs of $513,062 |  |                                    | 4,800  |   |                                    |   | 48  |              |  |  |                         |  |  |                             |  |  |                                              |  |          |                                     |  |   |                                            |   |  |                        | 4,282,403  |   |                          |   |  |  |  |   |            |   |  |   |           |   |  |   | 4,286,940  |   |  |   |         |   |  |   | 4,286,940  |  
|Conversion of preferred stock to common stock                  |  |                                    | (1,125 | ) |                                    |   | (11 | )            |  |  |                         |  |  |                             |  |  |                                              |  | 450,000   |                                     |  |   | 4,500                                       |   |  |                        | (4,489     | ) |                          |   |  |  |  |   |            |   |  |   |           |   |  |   |           |   |  |   |         |   |  |   |           |  
|Net loss and comprehensive loss                                |  |                                    |       |   |                                    |   |    |              |  |  |                         |  |  |                             |  |  |                                              |  |          |                                     |  |   |                                            |   |  |                        |           |   |                          |   |  |  |  |   | (5,652,408  | ) |  |   |           |   |  |   | (5,652,408 | ) |  |   | (339,491 | ) |  |   | (5,991,899 | )
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   |            |   |  |   |          |   |  |   |            |  
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  | 
|Balance at December 31, 2010                                   |  |                                    | 3,675  |   |                                    | $ | 37  |              |  |  |                         |  |  | $                           |  |  |                                              |  | 4,126,004 |                                     |  | $ | 41,260                                      |   |  | $                      | 38,610,457 |   |                          | $ |  |  |  | $ | (33,545,960 | ) |  | $ |           |   |  | $ | 5,105,794  |   |  | $ | 91,370   |   |  | $ | 5,197,164  |  
|                                                               |  |                                    |        |   |                                    |   |     |              |  |  |                          |  |  |                             |   |  |                                              |  |           |                                     |  |   |                                             |   |  |                        |            |   |                          |   |   |  |  |   |             |   |  |   |            |   |  |   |            |   |  |   |          |   |  |   |            |  

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



30



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|--------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ---------------------------------------------------------- | - | ---------- | - |  | - | ----------- | -
|                                                                            |  | Year Ended December 31, |            |   | Period FromJune 22, 2002(inception)throughDecember 31,2009 |  
|                                                                            |  | 2010                    |            |   | 2009                                                       |   |           
|Operating activities                                                        |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Consolidated net loss                                                       |  | $                       | (5,991,899 | ) |                                                            | $ | (3,561,954 | ) |  | $ | (34,677,192 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Depreciation and amortization                                               |  |                         | 145,298    |   |                                                            |   | 157,171    |   |  |   | 561,130     |  
|Forgiveness of stock subscription receivable                                |  |                         |           |   |                                                            |   |           |   |  |   | 242,500     |  
|Recognition of expense related to nonmonetary asset                         |  |                         |           |   |                                                            |   |           |   |  |   | 1,035,589   |  
|Loss from equity investment                                                 |  |                         |           |   |                                                            |   |           |   |  |   | 2,374,422   |  
|Accretion of debt discount                                                  |  |                         |           |   |                                                            |   |           |   |  |   | 406,359     |  
|Share-based compensation                                                    |  |                         | 626,933    |   |                                                            |   | 503,062    |   |  |   | 5,142,537   |  
|Expense of warrants issued with convertible notes                           |  |                         |           |   |                                                            |   |           |   |  |   | 4,860       |  
|Expense of warrants issued to placement agent                               |  |                         |           |   |                                                            |   | 47,706     |   |  |   | 230,920     |  
|Loss on disposal of capital assets                                          |  |                         |           |   |                                                            |   | 19,930     |   |  |   | 19,930      |  
|Gain on extinguishment of capital lease obligation                          |  |                         |           |   |                                                            |   | (12,240    | ) |  |   | (12,240     | )
|Loss on disposal of furniture, fixtures and equipment, net                  |  |                         | 160        |   |                                                            |   | 1,885      |   |  |   | 36,065      |  
|Sale of investment as payment of interest expense                           |  |                         |           |   |                                                            |   | 36,712     |   |  |   | 36,712      |  
|Distribution of investment for compensation                                 |  |                         |           |   |                                                            |   | 100,000    |   |  |   | 100,000     |  
|Gain on distribution of nonmonetary asset                                   |  |                         |           |   |                                                            |   | (91,910    | ) |  |   | (4,760,953  | )
|Gain on sale of marketable securities and nonmonetary assets                |  |                         |           |   |                                                            |   | (1,130,515 | ) |  |   | (6,780,147  | )
|Deferred lease obligation                                                   |  |                         | 1,086      |   |                                                            |   | 5,035      |   |  |   | 12,055      |  
|Changes in operating assets and liabilities:                                |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Prepaid expenses and other assets                                           |  |                         | (133,703   | ) |                                                            |   | 33,986     |   |  |   | (618,770    | )
|Accounts payable                                                            |  |                         | (24,824    | ) |                                                            |   | (491,516   | ) |  |   | 19,741      |  
|Accrued liabilities                                                         |  |                         | 256,823    |   |                                                            |   | (54,419    | ) |  |   | (174,856    | )
|Other liability                                                             |  |                         | 11,100     |   |                                                            |   | 15,448     |   |  |   | 42,174      |  
|                                                                            |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Net cash used in operating activities                                       |  |                         | (5,109,026 | ) |                                                            |   | (4,421,619 | ) |  |   | (36,759,164 | )
|                                                                            |  |                         |           
|Investing activities                                                        |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Purchases of furniture, fixtures and equipment                              |  |                         | (6,853     | ) |                                                            |   | (3,996     | ) |  |   | (199,912    | )
|Proceeds from sale of furniture, fixtures and equipment                     |  |                         | 350        |   |                                                            |   | 1,050      |   |  |   | 5,716       |  
|Issuance of notes receivable                                                |  |                         |           |   |                                                            |   |           |   |  |   | (1,400,000  | )
|Proceeds from sale of marketable securities                                 |  |                         |           |   |                                                            |   | 178,124    |   |  |   | 1,951,211   |  
|Payments on notes receivable                                                |  |                         |           |   |                                                            |   |           |   |  |   | 711,045     |  
|Cash received in the Point merger                                           |  |                         |           |   |                                                            |   |           |   |  |   | 771,671     |  
|Purchase of investments in affiliates                                       |  |                         |           |   |                                                            |   |           |   |  |   | (2,471,400  | )
|Proceeds from sale of investments in affiliates                             |  |                         |           |   |                                                            |   | 500,000    |   |  |   | 4,405,692   |  
|                                                                            |  |                         |            |   |                                                            |   |            |   |  |   |             |  
|Net cash (used in) provided by investing activities                         |  |                         | (6,503     | ) |                                                            |   | 675,178    |   |  |   | 3,774,023   |  

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



31



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)



|                                                                                             |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|-------------------------------------------------------------------------------------------- |  | ----------------------- | --------- | - | ---------------------------------------------------------- | - | --------- | - |  | - | ---------- | -
|                                                                                             |  | Year Ended December 31, |           |   | Period FromJune 22, 2002(inception)throughDecember 31,2009 |  
|                                                                                             |  | 2010                    |           |   | 2009                                                       |   |          
|Financing activities                                                                         |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|Proceeds from issuance of notes payable                                                      |  | $                       |          |   |                                                            | $ | 500,000   |   |  | $ | 605,000    |  
|Principal payments on notes payable                                                          |  |                         |          |   |                                                            |   |          |   |  |   | (255,000   | )
|Payments on capital lease                                                                    |  |                         | (9,817    | ) |                                                            |   | (21,337   | ) |  |   | (27,437    | )
|Establishment of other financing                                                             |  |                         | 121,517   |   |                                                            |   | 18,559    |   |  |   | 140,076    |  
|Repayments on other financing                                                                |  |                         | (121,065  | ) |                                                            |   | (10,056   | ) |  |   | (131,121   | )
|Proceeds from exercise of options and warrants                                               |  |                         | 100,000   |   |                                                            |   | 110,750   |   |  |   | 479,355    |  
|Proceeds from issuance of preferred stock, common stock, and warrants, net of issuance costs |  |                         | 7,308,650 |   |                                                            |   | 5,356,581 |   |  |   | 37,704,083 |  
|Establishment of restricted cash                                                             |  |                         | 27,356    |   |                                                            |   | (652      | ) |  |   | (51,401    | )
|                                                                                             |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|Net cash provided by financing activities                                                    |  |                         | 7,426,641 |   |                                                            |   | 5,953,845 |   |  |   | 38,463,555 |  
|                                                                                             |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|                                                                                             |  |                         |          
|Net increase in cash and cash equivalents                                                    |  |                         | 2,311,112 |   |                                                            |   | 2,207,404 |   |  |   | 5,478,414  |  
|                                                                                             |  |                         |          
|Cash and cash equivalents at beginning of period                                             |  |                         | 3,167,302 |   |                                                            |   | 959,898   |   |  |   |           |  
|                                                                                             |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|Cash and cash equivalents at end of period                                                   |  | $                       | 5,478,414 |   |                                                            | $ | 3,167,302 |   |  | $ | 5,478,414  |  
|                                                                                             |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|                                                                                             |  |                         |          
|Supplemental disclosure of non-cash financing activity                                       |  |                         |           |   |                                                            |   |           |   |  |   |            |  
|Equipment purchased through financing                                                        |  | $                       |          |   |                                                            | $ |          |   |  | $ | 91,676     |  
|Advances to stockholders for stock issued                                                    |  |                         |          |   |                                                            |   |          |   |  |   | 1,040      |  
|Payable accrued for stock issuance                                                           |  |                         |          |   |                                                            |   |          |   |  |   | 350,000    |  
|Note issued for stock issuance                                                               |  |                         |          |   |                                                            |   |          |   |  |   | 150,000    |  
|Note issued for prepaid license fee                                                          |  |                         |          |   |                                                            |   |          |   |  |   | 1,000,000  |  
|Note received for stock issuance                                                             |  |                         |          |   |                                                            |   |          |   |  |   | (242,500   | )
|Stock received for consideration of outstanding loans                                        |  |                         |          |   |                                                            |   |          |   |  |   | (427,280   | )
|Forgiveness of stock subscription receivable                                                 |  |                         |          |   |                                                            |   |          |   |  |   | 242,500    |  
|Shares issued to employees & non-employee directors                                          |  |                         | 257,872   |   |                                                            |   | 109,557   |   |  |   | 503,969    |  
|Shares issued to third party for services                                                    |  |                         | 94,408    |   |                                                            |   | 41,667    |   |  |   | 458,336    |  
|Exchange of investment for cancellation of note payable                                      |  |                         |          |   |                                                            |   | 36,712    |   |  |   | 36,712     |  
|Exchange of investment for cancellation of accrued interest                                  |  |                         |          |   |                                                            |   | 500,000   |   |  |   | 500,000    |  
|Conversion of note into equity of subsidiary                                                 |  |                         |          |   |                                                            |   |          |   |  |   | 1,441,948  |  

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



32



---

##### Table of Contents

DARA BIOSCIENCES, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The Company

DARA BioSciences, Inc. (the
Company), headquartered in Raleigh, North Carolina is a biopharmaceutical development company that acquires therapeutic molecules and medical technologies from third parties and advances their clinical development for later sale or
license to pharmaceutical and biotechnology companies or other entities that have the potential to complete development, gain approval and commercialize the product. The Company was incorporated on June 22, 2002.

The activities of the Company have primarily consisted of establishing offices, recruiting personnel, conducting research and development, performing
business and financial planning and raising capital. Accordingly, the Company is considered to be a biopharmaceutical development stage company. The Company has incurred losses since inception through December 31, 2010 of $33,326,613 and
expects to continue to incur losses and require additional financial resources to achieve monetization of its product candidates.

On
February 12, 2008, the Company, formerly known as Point Therapeutics, Inc. (the Company), completed the merger transaction (the Merger) contemplated by the Agreement and Plan of Merger dated October 9, 2007, as
amended December 19, 2007 (the Merger Agreement), among the Company, DP Acquisition Corp., a wholly-owned subsidiary of the Company (Merger Sub), and DARA BioSciences, Inc., a privately held development stage
pharmaceutical company based in Raleigh, North Carolina (DARA). Pursuant to the Merger, each share of DARA common stock and preferred stock issued and outstanding immediately prior to the effective time of the Merger ceased to be
outstanding and was converted into the right to receive 1.031406 shares of Company common stock, plus cash in lieu of any fractional shares. As a result of the transaction, the former DARA stockholders received 96.4% of the Companys
outstanding shares of common stock on a fully-diluted basis and Merger Sub merged with and into DARA, with DARA surviving as a wholly-owned subsidiary of the Company. Upon consummation of the Merger, the Company changed its name to DARA BioSciences,
Inc.

For accounting purposes, the Merger was treated as a reverse acquisition with DARA being the accounting acquirer. Accordingly, the
historical financial information in these financial statements prior to the Merger is that of DARA and its consolidated subsidiaries and all references to the Company in these financial statements relating to periods prior to the Merger
refer to DARA (see Note 3).

On May 12, 2010, the Company effected a reverse stock split of the Companys common stock. Pursuant to
this reverse stock split, each 16 shares of the Companys common stock issued and outstanding immediately prior to the reverse stock split was converted into one share of the Companys common stock. The reverse stock split enabled the
Company to regain compliance with the minimum $1.00 per share bid price requirement for continued listing of the Companys common stock on The NASDAQ Capital Market. All share or per share information included in these Notes to Consolidated
Financial Statements and the audited Consolidated Financial Statements have been retroactively restated to effect the reverse stock split.

2. Significant Accounting Policies

Principles of Consolidation

The
consolidated financial statements include the accounts of DARA BioSciences, Inc. and its majority-owned subsidiaries: DARA Pharmaceuticals, Inc., (which is wholly owned by the Company), DARA Therapeutics, Inc. (which holds the Companys assets
related to its KRN5500 program and is owned 75% by the Company), and Point Therapeutics Massachusetts, Inc., (which is wholly owned by the Company). The Company has control of all subsidiaries, and as such, they are all consolidated in the
presentation of the consolidated financial statements. All significant intercompany transactions have been eliminated in the consolidation.



33



---

##### Table of Contents

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Actual amounts could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents approximate their fair value.

Investments and Marketable Securities

The Company accounts for its investment in marketable securities in accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 320,Investments  Debt and Equity Securities. See Note 4 for further information. This statement requires certain securities to be classified into three categories:

Held-to-maturity  Debt securities that the entity has the positive intent and ability to hold to maturity are reported at amortized cost.

Trading securities  Debt and equity securities that are bought and held primarily for the purpose of selling in the near term are
reported at fair value, with unrealized gains and losses included in earnings.

Available for sale  Debt and equity securities not
classified as either securities held-to-maturity or trading securities are reported at fair value with unrealized gains or losses excluded from earnings and reported as a separate component of stockholders equity.

Investments in marketable securities with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such
marketable securities represent the investment of cash that is available for current operations.

In accordance with FASB ASC 320, the Company
reassesses the appropriateness of the classification of its investments as of the end of each reporting period. To date, all marketable securities have been classified as available-for-sale, and are carried at fair value with unrealized gains and
losses reported as a component of accumulated other comprehensive income (loss) in stockholders equity (deficit).

The Company utilizes
FASB ASC 820,Fair Value Measurements and Disclosures, to value its financial assets and liabilities. FASB ASC 820s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable
data from independent sources, while unobservable inputs reflect our market assumptions. FASB ASC 820 classifies these inputs into the following hierarchy:

Level 1 Inputs  Quoted prices for identical instruments in active markets.

Level 2 Inputs
 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are
observable.

Level 3 Inputs  Instruments with primarily unobservable value drivers.



34



---

##### Table of Contents

In determining fair value, the Company utilizes techniques to optimize the use of observable inputs, when
available, and minimize the use of unobservable inputs to the extent possible. As such, the Company uses valuation models in determining fair value. Based on this valuation technique, the Company utilizes certain assumptions that market participants
would use in pricing the asset or liability, including assumptions about risk and or risks inherent in the inputs.

The Companys other
investments include investments in privately-held companies. Pursuant to FASB ASC 323,Investments  Equity Method and Joint Ventures, the Company accounts for these investments either at historical cost, or if the Company has
significant influence over the investee, the Company accounts for these investments using the equity method of accounting. The Company reviews all investments for indicators of impairment at least annually, or whenever events or changes in
circumstances indicate the carrying amount of the assets may not be recoverable. In making impairment determinations for investments in privately-held companies, the Company considers certain factors, including each companys cash position,
financing needs, earnings, revenue outlook, operational performance, management or ownership changes as well as competition. In making impairment determinations for investments of available-for-sale securities, the Company also reviews the current
market price for other-than-temporary declines in values following the guidance required by FASB ASC 320,Investments  Debt and Equity Securities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains cash deposits with a federally insured bank that may at times exceed federally insured limits. The majority of funds in
excess of the federally insured limits are held in sweep investment accounts collateralized by the securities in which the funds are invested. As of December 31, 2010 and 2009, the Company had balances of $5,228,414 and $2,917,302,
respectively, in excess of federally insured limits ($250,000) held in non-investment accounts.

Furniture, Fixtures and Equipment, net

Furniture, fixtures and equipment, net are recorded at cost and depreciated over the estimated useful lives of the assets (three to five
years) using the straight-line method.

Research and Development Costs

The Company expenses research and development costs as incurred. Research and development costs include personnel and personnel related costs, costs associated with clinical trials, including amounts paid
to contract research organizations and clinical investigators, manufacturing, process development and clinical product supply costs, research costs and other consulting and professional services, and allocated facility and related expenses.

Share-Based Compensation Valuation and Expense

The Company measures compensation cost for share-based payment awards granted to employees and non-employee directors at fair value using the Black-Scholes option-pricing model. Compensation expense is
recognized on a straight-line basis over the service period for awards expected to vest. Stock-based compensation cost related to share-based payment awards granted to non-employees is adjusted each reporting period for changes in the fair value of
the Companys stock until the measurement date. The measurement date is generally considered to be the date when all services have been rendered or the date that options are fully vested. See Note 12 for further information.

Comprehensive Income

FASB ASC 220,Comprehensive Income, requires components of other comprehensive income, including gains and losses on available-for-sale investments, to be included as part of total comprehensive income. The Companys comprehensive income consists of net
loss and unrealized gains and losses on available-for-sale investments. The Company displays comprehensive income and its components as part of the statement of equity and comprehensive income in its consolidated financial statements.



35



---

##### Table of Contents

Income Taxes

The Company uses the liability method in accounting for income taxes as required by FASB ASC 740,Income Taxes. Under this method, deferred tax assets and liabilities are recognized for operating
loss and tax credit carry forwards and for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be
realized.

Net Loss Per Common Share

The Company calculates its basic loss per share in accordance with FASB ASC 260,Earnings Per Share,by dividing the earnings or loss applicable to common stockholders by the weighted-average
number of common shares outstanding for the period less the weighted average unvested common shares subject to forfeiture and without consideration for common stock equivalents. Diluted earnings per share is computed by dividing the earnings
applicable to common stockholders by the weighted-average number of common share equivalents outstanding for the period less the weighted-average unvested common shares subject to forfeiture and dilutive common stock equivalents for the period
determined using the treasury stock method. For purposes of this calculation, 1,920,000 preferred shares as converted to common stock, 1,812 options and 2,226,334 warrants to purchase common stock are considered to be common stock equivalents and
have been excluded from the years ended December 31, 2010 and 2009 as their effect is anti-dilutive.



|                                                                                      |  |                         |            |   |      |   |            |  
|------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                      |  | Year ended December 31, |           
|                                                                                      |  | 2010                    |            |   | 2009 |  
|Net loss attributable to controlling interest                                         |  | $                       | (5,652,408 | ) |      | $ | (3,343,615 | )
|                                                                                      |  |                         |            |   |      |   |            |  
|                                                                                      |  |                        
|Basic and diluted net loss per common share attributable to controlling interest:     |  |                         |            |   |      |   |            |  
|Weighted-average shares used in computing basic and diluted net loss per common share |  |                         | 3,131,726  |   |      |   | 2,189,459  |  
|                                                                                      |  |                         |            |   |      |   |            |  
|                                                                                      |  |                        
|Basic and diluted net loss per common share attributable to controlling interest      |  | $                       | (1.80      | ) |      | $ | (1.53      | )
|                                                                                      |  |                         |            |   |      |   |            |  

Recently Issued Accounting Pronouncements

In April 2010, the FASB issued accounting standards update, (ASU) No. 2010-17, Revenue Recognition (Topic 605) Milestone Method of Revenue Recognition: a consensus of the FASB Emerging
Issues Task Force (EITF), (ASU) 2010-17. ASU 2010-17 amends ASC 605-28 and establishes a revenue recognition method for contingent consideration that is payable upon the achievement of an uncertain future event, referred to as a milestone. The scope
of the milestone method is limited to research and development agreements and is applicable to milestones in multiple-deliverable arrangements involving research and development transactions. The guidance does not preclude the application of any
other applicable revenue guidance. The guidance will be effective for financial statements issued for fiscal years beginning after June 15, 2010. Early adoption is permitted. The Company does not believe ASU 2010-17 will have a material
impact on the Companys financial statements.



36



---

##### Table of Contents

In October 2009, the FASB issued accounting standards update ASU No. 2009-13, Revenue Recognition
(Topic 605) Multiple-Deliverable Revenue Arrangements: a consensus of the FASB EITF (ASU) 2009-13. ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a multiple-deliverable
arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence, or VSOE, if available, third-party evidence, if VSOE is unavailable, and estimated selling price if neither VSOE nor
third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13 is effective for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted at the beginning of a companys fiscal year. The Company does not believe ASU 2009-13 will have a
material impact on the Companys financial statements.

3. Merger

On February 12, 2008, DARA and Point Therapeutics, Inc. (Point) completed the Merger as described in Note 1. The Directors of Point and DARA, respectively, believed that by combining Point and DARA,
the combined company would generate improved long-term operating and financial results and establish a stronger competitive position in the industry by gaining access to greater resources, diversification and increased access to capital. In merging
with Point, the DARA board also considered the potential for increased liquidity for its stockholders expected as the result of the Merger.

Following the effectiveness of the Merger, Point changed its corporate name to DARA BioSciences, Inc. and changed its ticker symbol on the NASDAQ Capital
Market to DARA. The Merger was intended, among other things, to allow the business of privately-held DARA to be conducted by the Company given that DARAs business became the primary business of the Company following the Merger.

The Merger was accounted for as a reverse acquisition under the purchase method of accounting for business combinations in accordance with
GAAP. Under this method of accounting, Point is treated as the acquired company for financial reporting purposes. On February 12, 2008, Point had $761,671 in cash. Under the terms of the Merger Agreement, as of the closing of the Merger,
the former holders of DARA equity securities acquired 96.4% of the capital stock of the Company (on a fully diluted basis). Immediately following the Merger, the Board of Directors of the Company consisted of six directors, all of whom were former
directors of DARA. In addition, the senior management team of DARA manages the operations of the Company. In accordance with guidance applicable to these circumstances, the Merger was considered to be a capital transaction in substance.
Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing stock for the net assets of Point. The net assets of Point were stated at fair value, which approximates historical cost, with no goodwill or other
intangible assets recorded. The Companys deficit accumulated in the development stage was carried forward after the Merger. Following is the allocation of the purchase price to the net assets of Point based on fair values:



|                                  |  |   |           |  
|--------------------------------- |  | - | --------- | -
|Cash                              |  | $ | 771,671   |  
|Other current assets              |  |   | 480,638   |  
|Fixed assets, net of depreciation |  |   | 56,307    |  
|Accrued liabilities               |  |   | (837,652  | )
|Merger transaction cost expensed  |  |   | 1,271,950 |  
|                                  |  |   |           |  
|Total purchase price              |  | $ | 1,742,914 |  
|                                  |  |   |           |  

The Merger had no effect on loss per share.



37



---

##### Table of Contents

4. Investments

SurgiVision, Inc.

SurgiVision, Inc. (SVI) is developing real-time devices to
be used with Functional MRI Technology. The Company is targeting clinical solutions in areas such as MRI-guided deep brain stimulation and cardiac ablation to treat atrial fibrillation. The Companys initial investment of $2,000,000 for
2,273,743 shares was made in 2004. In 2006, the Company distributed a dividend of 1,541,578 and 44,672 shares of SVI common stock to all investors and vested stock option holders, respectively. The remaining investment of 687,493 shares was carried
at cost of $222,479 at December 31, 2008.

In January 2009, the Company entered into a stock purchase and loan agreement and related
agreements (the Purchase and Loan Agreement) with SVI in which the Company received $1,000,000 of total proceeds. The Company sold 125,000 of its 687,493 shares of SVI at $4.00 per share. In addition the Company entered into a loan
agreement secured by 125,000 shares of the Companys SVI stock. The Company recorded a gain of $459,500 on the sale.

Also in January
2009, the board of directors distributed 6,250 SVI shares to each of three independent members of the board valued at $4.00 per share. The Company distributed an additional 6,250 SVI shares valued at $4.00 per share as severance to its former Chief
Financial Officer. The Company recorded compensation expense of $100,000 and a gain of $91,910 on distribution of nonmonetary asset.

On
December 31, 2009, the Company entered into a Stock Purchase Agreement with SVI pursuant to which the Company sold 134,178 shares of SVI common stock to SVI. The purchase price for the shares was paid through cancellation of outstanding
principal of $500,000 and accrued interest of $36,712 on the January 2009 secured promissory note issued by the Company to SVI. The Company recorded a gain of $493,291 on the sale.

As of December 31, 2010 and 2009, the remaining investment of 403,315 shares was carried at cost of $130,468. In addition, the Company is the holder of a warrant to acquire 101,250 shares of SVI
common stock at an exercise price of $3.20 per share.

Medeikon

During fiscal 2004, the Company acquired 1,171,944 shares of Medeikon for $600,000 representing a 15% ownership. The Company did not have the ability to exercise significant influence over the management
of the investee company, and therefore the investment was carried at its original cost and accounted for using the cost method of accounting for investments in accordance with APB 18, The Equity Method of Accounting for Investments in Common
Stock, (APB 18). During 2005, the Company invested an additional $350,000 in Medeikon resulting in an increase in ownership to 23.8%. In accordance with APB 18, the Company re-evaluated its ownership interest and whether it had the ability
to exercise significant influence over the operation of Medeikon and determined that the additional investment triggered a change in accounting for the investment from the cost method to the equity method, which the Company adopted in 2005. As
required by APB 18, the investment and results of operations for the prior periods presented have been retroactively adjusted and restated to reflect the application of the equity method. During 2006, the Company invested an additional $100,000 in
Medeikon resulting in an increase in ownership to approximately 25.4%.

The Companys share of Medeikons loss for the year ended
December 31, 2006 exceeded its basis. The loss of a noncontrolling interest is limited to the extent of equity capital. Application of the equity method resulted in an equity method loss in Medikon for the years ended December 31, 2004,
2005 and 2006 of $22,552, $734,327 and $293,121, respectively, and $1,050,000 for the period from June 22, 2002 (inception) through December 31, 2007. The carrying value at December 31, 2010 and 2009 of the investment in Medeikon was
$0.

The Company does not have any other assets measured at fair value that would require nonrecurring fair value adjustments (for example,
where there is evidence of impairment).



38



---

##### Table of Contents

5. Furniture, Fixtures and Equipment, net

Furniture, fixtures and equipment, net consists of the following at December 31:



|                                   |  |      |          |   |      |   |          |  
|---------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                   |  | 2010 |          |   | 2009 |  
|Furniture and fixtures             |  | $    | 87,009   |   |      | $ | 87,009   |  
|Equipment                          |  |      | 80,825   |   |      |   | 52,025   |  
|Computer software                  |  |      | 11,104   |   |      |   | 7,852    |  
|Leasehold improvements             |  |      | 11,634   |   |      |   | 11,634   |  
|                                   |  |      |          |   |      |   |          |  
|Total                              |  |      | 190,572  |   |      |   | 158,520  |  
|Less accumulated depreciation      |  |      | (127,215 | ) |      |   | (102,307 | )
|                                   |  |      |          |   |      |   |          |  
|Furniture, fixtures, and equipment |  | $    | 63,357   |   |      | $ | 56,213   |  
|                                   |  |      |          |   |      |   |          |  

The Company recognized a total loss of $160 on disposal of fixed assets in 2010. In 2009, the Company had terminated a
capital lease which resulted in a loss on disposal of equipment of $19,930. The Company also sold equipment with a net book value of zero for a gain of $1,050, and disposed of equipment for a net loss of $2,935. The loss on the disposal of equipment
was a loss of $9,786 that was offset by cash received of $6,851.

Depreciation expense, including depreciation related to assets held under
capital leases, was $25,298 and $37,171 for the years ended December 31, 2010 and 2009, respectively.

6. Note Payable

On January 30, 2009, the Company entered into the Purchase and Loan Agreement with SVI pursuant to which the Company received $1,000,000 of total
proceeds. The Company sold 125,000 of its 687,493 shares of SVI at $4.00 per share. The Company also entered into a loan agreement for $500,000 at 8% interest per annum due July 30, 2010. As collateral security for this loan, DARA pledged to
SVI 125,000 additional SVI shares owned by the Company (See Note 4).

On December 31, 2009, the Company entered into a Stock Purchase
Agreement with SVI pursuant to which the Company sold 134,178 shares of SVI common stock to SVI. The purchase price for the shares was paid through cancellation of outstanding principal of $500,000 and accrued interest of $36,712 on the January 2009
secured promissory note issued by the Company to SVI.

As of December 31, 2010 and 2009 the Company had no outstanding notes payable.

7. License Agreements

On
May 4, 2004, the Company entered into a license agreement with a third party in which the Company received a worldwide non-exclusive license to develop and commercialize licensed products based on patents and technological information in
exchange for a promissory note and a royalty agreement related to future products and processes resulting from the technology as defined in the agreement. The Company recorded $1,035,000 in research and development expense during 2004 related to the
license.

On July 1, 2004 the Company entered into a license agreement for a compound for the treatment of pain and central and
peripheral nervous system conditions or diseases. The Company made a $100,000 license fee payment in 2004 which was recorded in research and development expense. In addition, the Company will be obligated to make future payments upon achievement of
certain milestones.



39



---

##### Table of Contents

On October 8, 2007, the Company entered into an exclusive license agreement under which the Company
received certain intellectual property rights. The Company made a $600,000 license fee payment in October 2007. The Company has capitalized this asset and is amortizing the license over a 5 year period. The Company amortized $120,000 for each of the
years ended December 31, 2010, 2009 and 2008, respectively. In addition, the Company will be obligated to make future payments upon achievement of certain milestones as well as royalty payments as defined in the agreement. Estimated
amortization expense for the fiscal years ended 2011, and 2012 is $120,000, and $100,000, respectively.

On May 7, 1997, the Company
(formerly Point Therapeutics Massachusetts, Inc.) entered into a license agreement (the Agreement) with Tufts University School of Medicine (Tufts). This Agreement was amended in May 1999. Under the Agreement, the Company received a worldwide
license to certain patent and patent applications in exchange for a nonrefundable license fee of $50,000.

Under the Agreement, the Company is
also required to pay $20,000 per year to Tufts. One-half of this payment is offset against the Companys past patent liability through 2012. Thereafter, each payment will be credited against royalties due to Tufts. At December 31, 2010,
amounts due to Tufts per the Agreement for past patent liability are as follows:



|                        |  |   |         |  
|----------------------- |  | - | ------- | -
|Year ended December 31: |  |   |        
|2011                    |  | $ | 10,000  |  
|2012                    |  |   | 7,895   |  
|                        |  |   |         |  
|                        |  |   | 17,895  |  
|Less current portion    |  |   | (10,000 | )
|                        |  |   |         |  
|Patent obligation       |  | $ | 7,895   |  
|                        |  |   |         |  

8. Noncontrolling Interest

On May 3, 2004, the Company issued a promissory note (the 2004 Note) to a third party organization in consideration for the license of the patents and technological information related to the
therapeutic application of a certain compound for neuropathic pain. The principal amount of the 2004 Note was $1,000,000 payable through issuance of $1,000,000 in common stock of DARA Therapeutics, Inc. (formerly DARA Pharmaceuticals, Inc.), a
wholly owned subsidiary of the Company at the maturity date, or through cash payments of $500,000 and $1,000,000 at May 3, 2006 and May 3, 2007, respectively. The original 2004 Note had no stated interest rate.

The Company accounted for the 2004 Note in accordance with APB 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants
(APB 14), and utilized a discounted cash flow model with an incremental borrowing rate of 15% to determine the fair value of the 2004 Note. At May 3, 2004, the Company determined that the fair value of the 2004 Note was approximately $1,035,000
and recorded a discount of $465,000. Also, as part of the original agreement, if the Company elected to settle the debt through issuance of shares of common stock DARA Therapeutics common stock (at a price per share as defined in the agreement), a
repurchase put feature would be triggered. Under this repurchase feature, if DARA Therapeutics completed a sub-licensing or commercialization agreement with a third party using the compound technology, the third party would have the ability to
require DARA Therapeutics to repurchase its shares of common stock at a price based upon the third partys percentage of equity ownership in DARA Therapeutics as defined in the agreement.

On March 3, 2006, the promissory note was amended to extend the payment dates to March 3, 2007 and September 3, 2007 and accrue interest
at 5% annually on $500,000 beginning March 3, 2006 and 5% annually on the remaining $500,000 beginning March 3, 2007.

Interest
expense of $0 for the years ended December 31, 2010 and 2009, and $411,660 for the period from June 22, 2002 (inception) through December 31, 2010 was attributable to the amortization of the debt discount and accrued interest on the
2004 Note.



40



---

##### Table of Contents

On March 1, 2007, DARA Therapeutics settled the 2004 note through the issuance of 333,334 shares of
common stock of DARA Therapeutics representing 25% of the then outstanding stock of DARA Therapeutics. The Company recorded the issuance of DARA Therapeutics shares as noncontrolling interest in subsidiary in the amount of $1,441,948. Net loss
attributable to the third partys noncontrolling interest was $339,491 and $218,339 for the years ended December 31, 2010 and 2009, respectively, and $1,350,579 for the period from June 22, 2002 (inception) through December 31,
2010; which has reduced the noncontrolling interest in the subsidiary to $91,370 at December 31, 2010.

9. Leases and Other Financing
Arrangements

Operating leases

On November 30, 2007, the Company entered into a lease agreement for 7,520 square feet of office space at 8601 Six Forks Road, Raleigh, North Carolina, known as Forum I. The Company relocated
its corporate headquarters from 4505 Falls of the Neuse Road, Raleigh, North Carolina to Forum I in April 2008. The lease term began on April 1, 2008 and expires on March 31, 2013 with the option to terminate earlier for cause or to
extend. DARA is recording expenses related to the lease ratably over the term of the lease and as a result has recorded a liability at December 31, 2010 for the deferred lease obligation of $12,054.

In connection with this lease, the Company issued a letter of credit in the amount of $77,080 on December 11, 2007. The letter of credit is
renewable annually for the term of the lease with the landlord and is collateralized by cash held in an interest-bearing time deposit at DARAs financial institution.

DARA also has in place various operating leases related to office equipment. Total rent expense was $162,071 for each year ended December 31, 2010 and 2009.

In July 2010, the Company entered into a financing agreement related to its product liability insurance in the amount of $19,544. The balance outstanding
pursuant to this financing agreement as of December 31, 2010 was $8,955.

At December 31, 2010, future minimum commitments under
leases with non-cancelable terms of more than one year are as follows:



|      |  |                 |         | 
|----- |  | --------------- | ------- | 
|Year  |  | OperatingLeases |        
|2011  |  | $               | 165,683 | 
|2012  |  |                 | 169,144 | 
|2013  |  |                 | 42,544  | 
|      |  |                 |         | 
|Total |  | $               | 377,371 | 
|      |  |                 |         | 



41



---

##### Table of Contents

Capital Leases

As part of the merger with Point during 2008, the Company acquired office equipment under a capital lease agreement of $34,328. This capital lease agreement was terminated in 2009 and the Company recorded
a net loss of $19,930 on the capital lease assets and a gain on the extinguishment of the capital lease obligation of $12,240 in connection therewith which is recorded as other income (expense), net on the consolidated statements of operations for
the year ended December 31, 2009. Additionally during 2008, the Company entered into a capital lease agreement of $35,801 for additional office equipment. During 2010, the Company entered into a capital lease agreement of $26,100 for additional
office equipment. The cost of capital lease assets is included under property and equipment in the balance sheet at December 31, 2010 and 2009, respectively. Accumulated depreciation of the leased equipment was $19,255 and $10,079 at
December 31, 2010 and 2009, respectively.

The future minimum lease payments required under capital leases and the present values of the
net minimum lease payments as of December 31, 2010 are as follows:



|                                       |  |               |        |  
|-------------------------------------- |  | ------------- | ------ | -
|Year:                                  |  | CapitalLeases |       
|2011                                   |  | $             | 17,562 |  
|2012                                   |  |               | 17,562 |  
|2013                                   |  |               | 9,334  |  
|2014                                   |  |               | 5,220  |  
|2015                                   |  |               | 1,740  |  
|                                       |  |               |        |  
|Total                                  |  |               | 51,417 |  
|Less amount representing interest      |  |               | (6,789 | )
|                                       |  |               |        |  
|Present value of minimum lease payment |  | $             | 44,629 |  
|                                       |  |               |        |  

10. Commitments and Contingencies

On October 9, 2009, the Company entered into an Addendum and First Amendment to Material Transfer Agreement (the Amendment) with America Stem Cell, Inc. pursuant to which the Material Transfer
Agreement between the Company and America Stem Cell dated March 24, 2008 (the Agreement) was amended. Under the Agreement, the Company is providing America Stem Cell with dipeptidylpeptidase (DPP-IV) inhibitors from its
proprietary library which America Stem Cell is using to further its research and development program related to hematopoietic stem cell (HSC) transplants (the Program). Under the Agreement as amended by the Amendment, America Stem Cell is required
to pay the Company a total of $250,000, in four equal installments over approximately three years, contingent upon America Stem Cells receipt of at least $3 million in grant funding for the Program. As of December 31, 2010 America Stem
Cell has not received grant funding.

11. Stockholders Equity

Pursuant to the Merger Agreement, each share of DARA common stock and preferred stock issued and outstanding immediately prior to the effective time of the merger ceased to be outstanding and was
converted into the right to receive 1.031406 shares of post-merger Company common stock, plus cash in lieu of any fractional shares. Additionally, outstanding options and warrants to purchase shares of DARA common stock became options and warrants
to purchase shares of post-merger Company common stock adjusted as follows: the number of shares acquirable upon exercise was multiplied by 1.031406 and the exercise price per share was divided by 1.031406. As a result of the transaction, the former
DARA stockholders received 96.4% of the Companys outstanding shares of common stock on a fully-diluted basis and Merger Sub merged with and into DARA, with DARA surviving as a wholly-owned subsidiary of the Company.



42



---

##### Table of Contents

Common Stock

On June 15, 2009, the Company entered into a Securities Purchase Agreement with certain accredited investors in connection with the private issuance and sale to such investors of 214,617 shares of
the Companys common stock and 214,617 warrants to purchase shares of common stock. The common stock and warrants were issued and sold in units with each unit consisting of one share of common stock and a warrant to purchase one share of common
stock for each unit purchased. The units were issued and sold to investors at a price per unit equal to the average of the closing sales price on the NASDAQ Capital Market for one share of common stock for the period of twenty (20) trading days
ending on the last trading day prior to the date the investor executed the securities purchase agreement and deposited the purchase price. With this pricing mechanism, different investors paid different prices depending on when they signed the
securities purchase agreement and submitted their funds. Purchase prices ranged from $6.24 to $8.80 per unit. The closing of the sale of these units took place on June 15, 2009 for gross proceeds of $1,397,000 and net proceeds after placement
agent fees of $1,298,180. Each warrant entitles the holder to purchase shares of common stock for an exercise price per share equal to $7.36 and expires June 15, 2015. In addition to the warrants issued to investors, the placement agents
received a total of 9,490 warrants.

On September 10, 2009, the Company entered into a Securities Purchase Agreement with certain
accredited investors in connection with a registered direct offering by the Company of 411,184 shares of the Companys common stock and 308,388 warrants to purchase shares of common stock. The common stock and warrants were issued and sold in
units for $6.08 per unit, with each unit consisting of one share of common stock and three-fourths of a warrant to purchase one share of common stock for each unit purchased. The closing of the sale of these units took place on September 14,
2009 for gross proceeds of $2,500,000 and net proceeds after placement agent fees of $2,300,000. In connection with the transaction that closed on September 18, 2009 described below, the number of shares covered by these warrants increased by
ten percent to 339,226 as the result of the operation of applicable anti-dilution provisions. Each warrant entitles the holder to purchase shares of common stock for an exercise price per share equal to $8.96 and expires September 14, 2012.

On September 16, 2009, the Company entered into a Securities Purchase Agreement with certain accredited investors in connection with a
registered direct offering by the Company of 137,500 shares of the Companys common stock and 68,750 warrants to purchase shares of common stock. The common stock and warrants were sold in units for $8.84 per unit, with each unit consisting of
one share of common stock and one-half of a warrant to purchase one share of common stock for each unit purchased. The closing of the sale of these units took place on September 18, 2009 for gross proceeds of $1,215,500 and net proceeds after
placement agent fees of $1,118,260. Each warrant entitles the holder to purchase shares of common stock for an exercise price per share equal to $7.84 and expires September 18, 2014.

On October 13, 2009, the Company entered into a Securities Purchase Agreement with certain accredited investors in connection with a registered direct offering by the Company of 87,502 shares of the
Companys common stock and 43,751 warrants to purchase shares of common stock. The common stock and warrants were sold in units for $8.57 per unit, with each unit consisting of one share of common stock and one-half of a warrant to purchase one
share of common stock for each unit purchased. The closing of the sale of these units took place on October 14, 2009 for gross proceeds of $750,000 and net proceeds after placement agent fees of $690,000. Each warrant entitles the holder to
purchase shares of common stock for an exercise price per share equal to $7.57 and expires October 14, 2014.

On February 26, 2010
and March 5, 2010, the Company entered into two Securities Purchase Agreements with certain accredited investors in connection with the private issuance and sale to such investors of a total of 234,896 shares of the Companys common stock
and 117,456 warrants to purchase shares of common stock. The common stock and warrants were sold in units for $7.52 per unit, with each unit consisting of one share of common stock and one-half of a warrant to purchase one share of common stock for
each unit purchased. The closings of the sale of the units under these securities purchase agreements took place on February 26, 2010 and March 5, 2010 for proceeds of $1,759,545, net of issuance costs of $6,959. Each warrant entitles the
holder to purchase shares of common stock for an exercise price per share equal to $7.52. Of these warrants, 114,131 expire on August 26, 2015 and 3,325 expire on September 5, 2015.



43



---

##### Table of Contents

On October 22, 2010, the Company entered into a Securities Purchase Agreement with certain accredited
investors in connection with a registered direct offering by the Company of 612,667 shares of the Companys common stock and 306,334 warrants to purchase shares of common stock. The common stock and warrants were sold in units for $2.25 per
unit, with each unit consisting of one share of common stock and one-half of a warrant to purchase one share of common stock for each unit purchased. The closing of the sale of these units took place on October 26, 2010 for gross proceeds of
$1,378,500 and net proceeds after placement agent fees of $1,262,166. Each warrant entitles the holder to purchase shares of common stock for an exercise price per share equal to $2.79, becomes exercisable on April 26, 2011 and expires
April 26, 2016.

Preferred Stock

On December 30, 2010, the Company entered into a Securities Purchase Agreement with certain accredited investors in connection with a registered direct offering by the Company of units comprised of
4,800 shares of Series A convertible preferred stock (which are convertible into a total of 1,920,000 shares of common stock), Class A warrants to purchase 960,000 shares of common stock and Class B warrants to purchase a total of 960,000
shares of common stock, for net proceeds of $4,286,938.

Shares of Series A preferred stock have a liquidation preference equal to $1,000 per
share and, subject to certain ownership limitations, are convertible at any time at the option of the holder into shares of Company common stock at a conversion price of $2.50 per share.

Class A warrants entitle the holder to purchase shares of common stock for an exercise price equal to $2.50 and expire December 30, 2015. Class B warrants will entitle the holder to purchase
shares of common stock for an exercise price equal to $2.50 and expire December 30, 2011.

Stock Dividend

On April 28, 2005, the board of directors approved a three for two (3:2) stock split in the form of a stock dividend. Stockholders of record on
April 28, 2005 received a stock dividend of one share of common stock for every two shares of capital stock (preferred or common) owned on that date.

Warrants

The Company has a total of 3,253,560 warrants at a weighted-average price of
$5.98 to purchase its common stock outstanding as of December 31, 2010. These warrants are summarized as follows:



|                   |  |       |       |  |                  |  |         |      |  |  |        | 
|------------------ |  | ----- | ----- |  | ---------------- |  | ------- | ---- |  |  | ------ | 
|Date               |  | Price |       |  | Number of Shares |  |         | Life | 
|March 31, 2006     |  | $     | 46.54 |  |                  |  | 6,287   |      |  |  | 5 year | 
|February 7, 2007   |  | $     | 40.00 |  |                  |  | 2,142   |      |  |  | 5 year | 
|October 21, 2008   |  | $     | 16.00 |  |                  |  | 14,094  |      |  |  | 5 year | 
|October 21, 2008   |  | $     | 20.80 |  |                  |  | 140,938 |      |  |  | 5 year | 
|October 21, 2008   |  | $     | 36.00 |  |                  |  | 70,471  |      |  |  | 5 year | 
|June 15, 2009      |  | $     | 7.36  |  |                  |  | 224,109 |      |  |  | 5 year | 
|September 14, 2009 |  | $     | 8.96  |  |                  |  | 339,227 |      |  |  | 5 year | 
|September 18, 2009 |  | $     | 7.84  |  |                  |  | 68,750  |      |  |  | 5 year | 
|October 13, 2009   |  | $     | 7.57  |  |                  |  | 43,752  |      |  |  | 5 year | 
|February 26, 2010  |  | $     | 7.52  |  |                  |  | 114,131 |      |  |  | 5 year | 
|March 5, 2010      |  | $     | 7.52  |  |                  |  | 3,325   |      |  |  | 5 year | 
|October 26, 2010   |  | $     | 2.79  |  |                  |  | 306,334 |      |  |  | 5 year | 
|December 29, 2010  |  | $     | 2.50  |  |                  |  | 960,000 |      |  |  | 1 year | 
|December 29, 2010  |  | $     | 2.50  |  |                  |  | 960,000 |      |  |  | 5 year | 



44



---

##### Table of Contents

Common Stock Reserved for Future Issuance

The Company has reserved authorized shares of common stock for future issuance at December 31, 2010 as follows:



|                                                 |  |  |           | 
|------------------------------------------------ |  |  | --------- | 
|Outstanding stock options                        |  |  | 145,098   | 
|Possible future issuance under stock option plan |  |  | 357,812   | 
|Possible conversion of preferred shares          |  |  | 1,470,000 | 
|Outstanding warrants                             |  |  | 3,253,560 | 
|                                                 |  |  |           | 
|                                                 |  |  | 5,226,470 | 
|                                                 |  |  |           | 

12. Share-Based Compensation

The Company has two share-based compensation plans, the 2008 Employee, Director, and Consultant Plan (the 2008 Plan), and the 2003 Amended and Restated Employee, Director, and Consultant Plan
(the 2003 Plan), together referred to herein as the Stock Plans.

The 2008 Plan provides for the granting of incentive
stock options, non-qualified stock options, stock appreciation rights, and restricted stock and other stock awards. Options granted and shares underlying stock awards issued under the 2008 Plan vest over periods determined by the compensation
committee of the board of directors.

The 2003 Plan provided for the granting of incentive stock options to employees and non-qualified stock
options to employees, directors, and consultants of the Company or its subsidiaries. In connection with the adoption of the 2008 Plan, the 2003 Plan was frozen as a result of which at December 31, 2010 there no shares of common stock available
for future grants under the 2003 Plan.

Incentive stock options, non-qualified stock options and restricted stock awards were granted under
the Stock Plans through December 31, 2010. The options are exercisable for a period not to exceed ten years and vesting for the options and restricted shares granted to date range from being 100% fully vested at grant to 25% immediately vested
and the remainder vesting over a three year period.

As of December 31, 2010, a total of 744,727 shares were authorized for grants under
the Stock Plans, of which 357,812 were available for future grant. As of December 31, 2010 there were 2,550 and 0 restricted stock awards outstanding under the 2008 and 2003 Plans, respectively. As of December 31, 2010, a total of 111,449
and 33,649 stock options were outstanding under the 2008 Plan and 2003 Plans, respectively.



45



---

##### Table of Contents

The following table summarizes the Companys stock plan activity under all of the Companys stock
based compensation plans from March 12, 2003 (plan inception) through December 31, 2010:



|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|--------------------------------------------------------------- |  | ------------------------ | ------- | - | ---------------------------------- |  | ------- | ---------------------------- |  | - | ----- | 
|                                                                |  | SharesAvailablefor Grant |         |   | SharesSubject toOutstandingOptions |  |         | WeightedAverageExercisePrice | 
|Shares authorized at March 12, 2003                             |  |                          | 62,500  |   |                                    |  |        |                              |  | $ |      | 
|Options granted                                                 |  |                          | (6,250  | ) |                                    |  | 6,250   |                              |  |   | 8.48  | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|Balance at December 31, 2003                                    |  |                          | 56,250  |   |                                    |  | 6,250   |                              |  |   | 8.48  | 
|Options granted                                                 |  |                          | (37,813 | ) |                                    |  | 37,813  |                              |  |   | 10.24 | 
|Options exercised                                               |  |                          |        |   |                                    |  | (24,609 | )                            |  |   | 9.92  | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2004                                    |  |                          | 18,437  |   |                                    |  | 19,454  |                              |  |   | 10.08 | 
|Shares authorized on January 25, 2005                           |  |                          | 62,500  |   |                                    |  |        |                              |  |   |      | 
|Options granted through April 28, 2005                          |  |                          | (24,375 | ) |                                    |  | 24,375  |                              |  |   | 30.88 | 
|Additional authorized shares due to stock dividend on April 28, |  |                          | 62,500  |   |                                    |  |        |                              |  |   |      | 
|Options granted as result of stock dividend on April 28, 2005   |  |                          | (34,219 | ) |                                    |  | 34,219  |                              |  |   | 30.88 | 
|Options granted after April 28, 2005                            |  |                          | (25,625 | ) |                                    |  | 25,625  |                              |  |   | 30.88 | 
|Options exercised                                               |  |                          |        |   |                                    |  | (2,063  | )                            |  |   | 8.48  | 
|Options forfeited                                               |  |                          | 11,219  |   |                                    |  | (11,219 | )                            |  |   | 22.08 | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2005                                    |  |                          | 70,437  |   |                                    |  | 90,391  |                              |  |   | 22.88 | 
|Options granted                                                 |  |                          | (28,750 | ) |                                    |  | 28,750  |                              |  |   | 38.40 | 
|Options exercised                                               |  |                          |        |   |                                    |  | (15,003 | )                            |  |   | 12.00 | 
|Options forfeited                                               |  |                          | 6,094   |   |                                    |  | (6,094  | )                            |  |   | 17.44 | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2006                                    |  |                          | 47,781  |   |                                    |  | 98,044  |                              |  |   | 29.44 | 
|Shares authorized on January 16, 2007                           |  |                          | 62,500  |   |                                    |  |        |                              |  |   |      | 
|Options granted                                                 |  |                          | (72,471 | ) |                                    |  | 72,471  |                              |  |   | 41.60 | 
|Options forfeited                                               |  |                          | 3,841   |   |                                    |  | (3,841  | )                            |  |   | 36.80 | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2007                                    |  |                          | 41,651  |   |                                    |  | 166,674 |                              |  |   | 34.24 | 
|Adjustment to beginning balance from merger ratio               |  |                          | 1,309   |   |                                    |  | 4,943   |                              |  |   |      | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at February 12, 2008                                    |  |                          | 42,960  |   |                                    |  | 171,617 |                              |  |   |      | 
|Options authorized under the 2008 plan                          |  |                          | 287,890 |   |                                    |  |        |                              |  |   |      | 
|Reduction to options available to be issued under the 2003 plan |  |                          | (41,993 | ) |                                    |  |        |                              |  |   |      | 
|Options granted                                                 |  |                          | (29,707 | ) |                                    |  | 29,707  |                              |  |   | 23.30 | 
|Shares issued to directors                                      |  |                          | (6,563  | ) |                                    |  |        |                              |  |   |      | 
|Options exercised                                               |  |                          |        |   |                                    |  | (18,131 | )                            |  |   | 10.40 | 
|Shares cancelled and forfeited                                  |  |                          |        |   |                                    |  | (48,363 | )                            |  |   | 33.96 | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2008                                    |  |                          | 252,587 |   |                                    |  | 134,830 |                              |  |   | 34.23 | 
|Options granted                                                 |  |                          | (71,877 | ) |                                    |  | 71,877  |                              |  |   | 4.43  | 
|Shares issued to directors                                      |  |                          | (703    | ) |                                    |  |        |                              |  |   |      | 
|Shares issued as compensation                                   |  |                          | (32,012 | ) |                                    |  |        |                              |  |   |      | 
|Options exercised                                               |  |                          |        |   |                                    |  | (26,563 | )                            |  |   | 4.17  | 
|Shares cancelled and forfeited                                  |  |                          | 20,053  |   |                                    |  | (90,671 | )                            |  |   | 35.04 | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2009                                    |  |                          | 168,048 |   |                                    |  | 89,473  |                              |  |   | 18.40 | 
|Options authorized under the 2008 plan                          |  |                          | 284,347 |   |                                    |  |        |                              |  |   |      | 
|Options granted                                                 |  |                          | (80,625 | ) |                                    |  | 68,125  |                              |  |   | 7.35  | 
|Options exercised                                               |  |                          |        |   |                                    |  | (25,000 | )                            |  |   | 4.00  | 
|Shares issued to directors                                      |  |                          | (1,458  | ) |                                    |  |        |                              |  |   |      | 
|Shares issued as compensation                                   |  |                          | (12,500 | ) |                                    |  | 12,500  |                              |  |   | 6.25  | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 
|                                                                |  |                          |        
|Balance at December 31, 2010                                    |  |                          | 357,812 |   |                                    |  | 145,098 |                              |  | $ | 14.63 | 
|                                                                |  |                          |         |   |                                    |  |         |                              |  |   |       | 



46



---

##### Table of Contents

Effective with the adoption of FASB ASC 718,Compensation-Stock Compensation, as of January 1,
2006, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted. The Company has not paid and does not anticipate paying cash dividends; therefore the expected dividend rate is assumed to be
0%. Stock price volatility is based on an analysis of historical stock price data reported for a peer group of public companies. The expected life is the length of time options are expected to be outstanding before being exercised. The Company
estimates expected life using the simplified method as allowed under the provision of the Securities and Exchange Commissions Staff Accounting Bulletin No. 107,Share-Based Payment. The simplified method uses an average
of the option vesting period and the options original contractual term. The Company uses the implied yield of U. S. Treasury instruments with terms consistent with the expected life of options as the risk-free interest rate. FASB ASC 718
requires companies to estimate a forfeiture rate for options and accordingly reduce the compensation expense reported. The Company used historical data among other factors to estimate the forfeiture rate.

The fair value of stock options granted to employees and non-employee directors was estimated using a Black-Scholes option-pricing model and the
following weighted-average assumptions:



|                                   |  |      |       |   |      |  |       |  
|---------------------------------- |  | ---- | ----- | - | ---- |  | ----- | -
|                                   |  | 2010 |       |   | 2009 | 
|Estimated dividend yield           |  |      |      |   |      |  |      |  
|Expected stock price volatility    |  |      | 86.73 | % |      |  | 81.88 | %
|Expected life of option (in years) |  |      | 5.73  |   |      |  | 5.32  |  
|Risk-free interest rate            |  |      | 2.61  | % |      |  | 2.02  | %

The Company accounts for equity
instruments issued to non-employees in accordance with the provisions of ASC 505,Equity, using a fair-value approach. The equity instruments, consisting of shares of restricted stock, stock options and warrants granted to lenders and
consultants, are valued using the Black-Scholes valuation model. Measurement of share-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the term of the related
financing or the period over which services are received.

The weighted average grant-date fair value of options granted during the years
ended December 31, 2010 and 2009 were $1.02 and $3.04, respectively. The total intrinsic values of stock options exercised during the years ended December 31, 2010 and 2009 were $84,000 and $123,000, respectively. The amount of cash
received from the exercise of stock options was $100,000 and $110,750 during the years ended December 31, 2010 and 2009, respectively. The Company did not realize a tax benefit from stock options exercised during the years ended
December 31, 2010 and 2009.

The following summarizes certain information about fully vested stock options and stock options expected to
vest as of December 31, 2010:



|            |  |                  |         |  |                                                    |  |      |                              |  |   |                         |  |  |   |   | 
|----------- |  | ---------------- | ------- |  | -------------------------------------------------- |  | ---- | ---------------------------- |  | - | ----------------------- |  |  | - | - | 
|            |  | Number ofOptions |         |  | WeightedAverageRemainingContractualLife (in years) |  |      | WeightedAverageExercisePrice |  |   | AggregateIntrinsicValue | 
|Outstanding |  |                  | 141,557 |  |                                                    |  | 8.02 |                              |  | $ | 14.78                   |  |  | $ |  | 
|            |  |                  |         | 
|Exercisable |  |                  | 80,902  |  |                                                    |  | 7.27 |                              |  | $ | 20.02                   |  |  | $ |  | 



47



---

##### Table of Contents

The following table summarizes certain information about the Companys stock options outstanding as of
December 31, 2010:



|               |       |  |                            |  |         |                                                    |  |  |                             |  |  |  |        | 
|-------------- | ----- |  | -------------------------- |  | ------- | -------------------------------------------------- |  |  | --------------------------- |  |  |  | ------ | 
|Exercise
Price |       |  | Number ofSharesOutstanding |  |         | WeightedAverageRemainingContractualLife (in years) |  |  | Number ofOptionsExercisable | 
|$              | 4.00  |  |                            |  | 12,500  |                                                    |  |  | 8.17                        |  |  |  | 12,500 | 
|$              | 6.24  |  |                            |  | 12,500  |                                                    |  |  | 9.36                        |  |  |  | 3,124  | 
|$              | 6.88  |  |                            |  | 7,814   |                                                    |  |  | 8.35                        |  |  |  | 6,251  | 
|$              | 7.20  |  |                            |  | 5,625   |                                                    |  |  | 9.23                        |  |  |  | 1,875  | 
|$              | 7.36  |  |                            |  | 62,500  |                                                    |  |  | 9.08                        |  |  |  | 15,625 | 
|$              | 22.40 |  |                            |  | 9,885   |                                                    |  |  | 7.69                        |  |  |  | 7,410  | 
|$              | 24.96 |  |                            |  | 10,636  |                                                    |  |  | 4.07                        |  |  |  | 10,636 | 
|$              | 35.04 |  |                            |  | 625     |                                                    |  |  | 7.33                        |  |  |  | 468    | 
|$              | 37.28 |  |                            |  | 7,220   |                                                    |  |  | 4.87                        |  |  |  | 7,220  | 
|$              | 41.92 |  |                            |  | 15,793  |                                                    |  |  | 6.77                        |  |  |  | 15,793 | 
|               |       |  |                            |  |         |                                                    |  |  |                             |  |  |  |        | 
|               |       |  |                            |  | 145,098 |                                                    |  |  | 8.06                        |  |  |  | 80,902 | 
|               |       |  |                            |  |         |                                                    |  |  |                             |  |  |  |        | 

The Company recognized stock option compensation expense for employees and non-employee directors as follows:



|                                                                       |      |                         |         |      |                                       |   |                      |  |  |   |           | 
|---------------------------------------------------------------------- | ---- | ----------------------- | ------- | ---- | ------------------------------------- | - | -------------------- |  |  | - | --------- | 
|                                                                       |      | Year Ended December 31, |         |      | Period from
June 22, 2002 (inception) |  
|                                                                       | 2010 |                         |         | 2009 |                                       |   | to December 31, 2010 | 
|Research and development                                               |      | $                       | 47,201  |      |                                       | $ | 98,770               |  |  | $ | 1,185,475 | 
|General and administrative                                             |      |                         | 222,792 |      |                                       |   | 227,064              |  |  |   | 2,943,059 | 
|                                                                       |      |                         |         |      |                                       |   |                      |  |  |   |           | 
|Total stock-based compensation to employees and non-employee directors |      | $                       | 269,993 |      |                                       | $ | 325,834              |  |  | $ | 4,128,534 | 
|                                                                       |      |                         |         |      |                                       |   |                      |  |  |   |           | 

Stock option compensation expense for non-employees in exchange for services during the years ended December 31, 2010
and 2009 was $4,689 and $26,004, respectively, and $661,753 for the period from June 22, 2002 (inception) through December 31, 2010.

As of December 31, 2010, there was $87 of total unrecognized compensation cost for non-vested share-based stock option compensation arrangements
which is expected to be recognized over a weighted average period of 0.01 years.



48



---

##### Table of Contents

Restricted Stock Activity

During 2009 the Company issued 31,250 restricted shares to five employees. The Chief Executive Officer/President was awarded 18,750 restricted shares and four employees each were awarded 3,125 restricted
shares. The shares vested on the anniversary of the grant, September 24, 2010 and the Company recognized $167,515 and $41,878 stock-based compensation expense in general and administrative and research and development, respectively, for the
year ended December 31, 2010. The Company recognized $61,485 and $15,370 stock-based compensation expense in general and administrative and research and development, respectively, for the year ended December 31, 2009. The Company
recognized $167,515 and $41,878 stock-based compensation expense in general and administrative and research and development, respectively, for the period from June 22, 2002 (inception) through December 31, 2010.

The Company recognized share-based compensation expense related to issuance of restricted stock to certain members of the board of directors in general
and administrative expense of $48,479 and $32,702 for the years ended December 31, 2010 and 2009, respectively, and $217,721 for the period from June 22, 2002 (inception) through December 31, 2010.

The Company recognized share-based compensation related to issuance of restricted stock to nonemployees in exchange for services totaling $94,408 and
$41,667 for the years ended December 31, 2010 and 2009, respectively, and $458,336 for the period from June 22, 2002 (inception) through December 31, 2010.



|                                                |  |                   |         |   |                                      |   |       | 
|----------------------------------------------- |  | ----------------- | ------- | - | ------------------------------------ | - | ----- | 
|                                                |  | OutstandingShares |         |   | WeightedAverage GrantDate 
FairValue |  
|Nonvested restricted stock at December 31, 2008 |  |                   | 4,920   |   |                                      |   | 31.57 | 
|Restricted stock granted                        |  |                   | 33,650  |   |                                      |   | 9.04  | 
|Restricted stock vested                         |  |                   | (10,246 | ) |                                      |   | 11.73 | 
|Restricted stock cancelled (forfeited)          |  |                   | (2,758  | ) |                                      |   | 17.89 | 
|                                                |  |                   |         |   |                                      |   |       | 
|                                                |  |                  
|Nonvested restricted stock at December 31, 2009 |  |                   | 25,566  |   |                                      |   | 10.53 | 
|Restricted stock granted                        |  |                   | 13,958  |   |                                      |   | 6.12  | 
|Restricted stock vested                         |  |                   | (36,972 | ) |                                      |   | 8.85  | 
|                                                |  |                   |         |   |                                      |   |       | 
|                                                |  |                  
|Nonvested restricted stock at December 31, 2010 |  |                   | 2,552   |   |                                      | $ | 18.98 | 
|                                                |  |                   |         |   |                                      |   |       | 

As of December 31, 2010, there was $6,338, of total unrecognized compensation cost related to nonvested restricted
stock arrangements which is expected to be recognized over a weighted average period of 0.25 years.

13. Employee Benefit Plan

During 2005, the Company adopted a defined contribution employee benefit plan that covers all qualifying employees. The plan provides for
voluntary employee contributions and a discretionary matching employer contribution equal to amounts that do not exceed the maximum amounts allowed by the Internal Revenue Service. As part of the Companys cost reduction program, effective
April 1, 2009 the Company amended its contribution to the employee benefit plan to remove the Safe Harbor Cash or Deferred Arrangement provisions. The plan provides for voluntary employee contributions and a discretionary matching employer
contribution equal to amounts that do not exceed the maximum amounts allowed by the Internal Revenue Service.

Defined contribution plan
expense prior to the effective date of the amendment was $6,524 for the year ended December 31, 2009, and $179,359 for the period from June 22, 2002 (inception) through December 31, 2010. There was no discretionary employer match and
therefore no expense was recognized in 2010.



49



---

##### Table of Contents

14. Subsidiaries

During 2004, the Company organized several subsidiaries: Signum Pharmaceuticals, OnsetThera, Inc., and MIKKO Pharmaceuticals. Upon formation, the Company acquired 1,000,000 shares of each of the
subsidiaries which represented 100% equity ownership. OnsetThera, Inc. and Signum Pharmaceuticals obtained licensing rights for certain patents and technologies during 2004 in exchange for certain payments and the sale to the licensors of a 40% and
25% equity ownership in the respective entities. These transactions reduced the Companys ownership in OnsetThera, Inc. to 60% and its ownership in Signum Pharmaceuticals to 75%.

As a result of the Companys merger with Point Therapeutics, Inc. February 12, 2008, the Company acquired Point Therapeutics wholly owned subsidiary, Point Massachusetts, Inc.

Effective December 18, 2006, the Company filed certificates of dissolution for both Onset Thera, Inc. and NYVARA Pharmaceuticals, Inc.
Effective December 16, 2008, the company filed a certificate of dissolution for Mikko Pharmaceuticals, Inc. Effective December 8, 2009, the company filed a certificate of dissolution for Signum Pharmaceuticals, Inc.

15. Income Taxes

Deferred income taxes
reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax
assets and liabilities for federal income tax purposes are as follows at December 31:



|                                   |  |      |             |   |      |   |             |  
|---------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | -
|                                   |  | 2010 |             |   | 2009 |  
|Deferred tax assets (liabilities): |  |      |             |   |      |   |             |  
|Net operating loss carryforwards   |  | $    | 73,740,123  |   |      | $ | 74,719,342  |  
|Tax credits                        |  |      | 3,946,362   |   |      |   | 3,797,106   |  
|Investments and other              |  |      | 1,619,931   |   |      |   | 1,416,807   |  
|                                   |  |      |             |   |      |   |             |  
|Total deferred tax assets          |  |      | 79,306,416  |   |      |   | 79,933,255  |  
|Valuation allowance                |  |      | (79,306,416 | ) |      |   | (79,933,255 | )
|                                   |  |      |             |   |      |   |             |  
|Net deferred tax assets            |  | $    |            |   |      | $ |            |  
|                                   |  |      |             |   |      |   |             |  

The Company has provided a valuation allowance against the deferred tax assets recorded as of December 31, 2010 and
2009, due to uncertainties as to their ultimate realization. The increase in the valuation allowance in each period resulted primarily from the additional net operating loss carryforward generated.

As of December 31, 2010 and 2009, respectively, the Company had an estimated $206,383,471 and $205,448,031 of U.S. Federal net operating loss
carryforwards that have already started to expire. The Company also has an estimated $63,667,750 and $82,759,138 of state net economic loss carryforwards that have already started to expire. Additionally, the Company has research and development
credits of $3,024,262 and $922,112 for federal and state tax purposes, respectively, that have already started to expire.

The Internal
Revenue Code provides limitations on utilization of existing net operating losses and tax credit carryforwards against future taxable income based upon changes in share ownership. If these changes have occurred, the ultimate realization of the net
operating loss and R&D credit carryforwards could be permanently impaired.



50



---

##### Table of Contents

Income tax computed at the statutory federal income tax rate of 34% is reconciled to the provision (benefit)
for income taxes for the years ended December 31 as follows:



|                                           |  |      |            |   |      |   |            |  
|------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                           |  | 2010 |            |   | 2009 |  
|Expected federal tax benefit               |  | $    | (1,932,844 | ) |      | $ | (1,137,146 | )
|State income taxes, net of federal benefit |  |      | (258,660   | ) |      |   | (152,177   | )
|Other permanent differences                |  |      | (12        | ) |      |   | 160,185    |  
|Tax credits                                |  |      | (240,309   | ) |      |   | (81,593    | )
|Expired federal NOL                        |  |      | 1,480,345  |   |      |   |           |  
|Expired tax credits and state NOL          |  |      | 1,636,938  |   |      |   | 936,527    |  
|Other                                      |  |      | (58,619    | ) |      |   | 16,725     |  
|Change in valuation allowance              |  |      | (626,839   | ) |      |   | 390,900    |  
|                                           |  |      |            |   |      |   |            |  
|                                           |  |     
|Income tax benefit                         |  | $    |           |   |      | $ | 133,421    |  
|                                           |  |      |            |   |      |   |            |  

On January 1, 2007, the Company adopted ASC 740-10 (formerly FIN 48). There was a cumulative effect adjustment of
$219,338 upon adoption and included in this amount is $24,893 related to penalties and interest. An additional $15,448 and $11,100 of penalties and interest on these liabilities was accrued in 2009, and 2010 respectively. The Company has recorded
total interest and penalties related to these liabilities of $85,277 as of December 31, 2010. Since the Company has incurred cumulative operating losses since inception, all tax years remain open to examination by major jurisdictions. The
Company records penalties and interest attributable to these liabilities as part of interest expense.

The following is a rollforward of gross
unrecognized tax positions:



|                                         |  |   |         | 
|---------------------------------------- |  | - | ------- | 
|Gross tax liability at December 31, 2009 |  | $ | 194,445 | 
|Changes in the current year              |  |   |        | 
|                                         |  |   |         | 
|Gross tax liability at December 31, 2010 |  | $ | 194,445 | 
|                                         |  |   |         | 

16. Subsequent Event

The Company has evaluated subsequent events prior to the filing of the Companys Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission.

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

Not applicable.



51



---

##### Table of Contents

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act), our management, including our Chief Executive Officer and Chief Accounting Officer, conducted an
evaluation as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive
Officer and Chief Accounting Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Securities and
Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in Securities and Exchange Commission rules and forms and that material information relating to the Company is accumulated and communicated to
management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures. It should be noted that in designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving desired control objectives and, based on the
evaluation described above, our Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective at reaching that level of reasonable assurance.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers 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. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the framework
established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on managements assessment, management concluded that, as of
December 31, 2010, the Companys internal control over financial reporting was effective.

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

(c) Changes in Internal
Control Over Financial Reporting

During the fourth quarter of 2010, there were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



52



---

##### Table of Contents

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers

The following is a
list of our executive officers and their principal positions with us as of.



|                               |  |     |  |                                                           
|------------------------------ |  | --- |  | ----------------------------------------------------------
|Name                           |  | Age |  | Position                                                  
|Richard A. Franco, Sr., R. Ph. |  | 69  |  | Chairman, President, Chief Executive Officer, and Director
|Ann A. Rosar                   |  | 59  |  | Chief Accounting Officer                                  

Richard A. Franco, Sr., R.
Ph. has served as our Chief Executive Officer and a member of our board of directors since January 2009, as our President since February 2009 and as our Chairman of the Board since March 2009. Previously, Mr. Franco served as our Chairman
of the Board from October 2007 until March 2008, as President, Chief Executive Officer from January 1, 2007 until March 2008 and as President and a member of our board of directors from 2005 until March 2008. Mr. Franco has been a leader
in the pharmaceutical and medical industry for more than 35 years. Before joining DARA, Mr. Franco co-founded LipoScience, Inc., a private medical technology and diagnostics company, and served as president, CEO and chairman. Prior to founding
LipoScience he was president, CEO and director of Trimeris, Inc., a biopharmaceutical company (NASDAQ: TRMS). Mr. Franco counts more than a decade of experience with Glaxo Inc. (now GlaxoSmithKline), where he served as a member of the Executive
Committee, vice president and general manager of Glaxo Dermatology and the Cerenex Divisions and vice president of Commercial Development and Marketing. He began his career with Eli Lilly and Company where he spent sixteen years. Mr. Franco
currently is a director of Salix Pharmaceuticals, Ltd. (NASDAQ: SLXP), a specialty pharmaceutical company; Metropolitan Health Networks, Inc. (Metcare) (AMEX: MDF) a leading provider of health care services to people with Medicare in
Florida.; and the Research Triangle Chapter of the National Association of Corporate Directors (NACD). He has previously served on the boards of Tranzyme, Inc.; TriPath Imaging, Inc. (NASDAQ: TPTH); EntreMed, Inc. (NASDAQ: ENMD); NeoMatrix, LLC; and
The United Way of Wake County and as a three time Distinguished Judge for The Entrepreneur of the Year for the Carolinas. Mr. Franco earned a Bachelor of Science degree in pharmacy from St. Johns University and did his graduate work
in pharmaceutical marketing and management at Long Island University.

Mr. Franco brings to our board of directors a vital understanding
and appreciation of the Companys business and history acquired through his service with the Company, as well as significant knowledge of and experience in the pharmaceutical and medical industries. Mr. Franco has extensive business,
managerial, executive and leadership experience that further qualify him to serve as a member of the board. His educational background in pharmacy, pharmaceutical marketing and management also provides the board with an essential perspective.
Mr. Franco has a valuable understanding of the role played by the board of directors acquired through service on the boards of several companies.

Ann A. Rosar has served as our Chief Accounting Officer since January 2009 and as our Controller from November 2007 until January 2009. Ms. Rosar has over twenty years experience in finance
with publicly held companies and more than ten years experience regarding regulatory reporting requirements. Prior to joining the Company, Ms. Rosar was the Manager of Financial Reporting and Accounting with Cicero, Inc. (formerly Level 8
Systems), a provider of business integration software, from June 2000 until November 2007, where she was responsible for Security Exchange Commission reporting, audits and budget analysis. Prior to that position, she served as Senior Financial
Analyst-Business Operations for Nextel Communications. Ms. Rosar received a MBA in Finance from the University of Houston and received her undergraduate degree from North Carolina State University.



53



---

##### Table of Contents

Directors

The following table sets forth certain information concerning our non-employee directors as of March 25, 2011:



|                  |  |     |  |                    
|----------------- |  | --- |  | -------------------
|Name              |  | Age |  | Board Committees   
|Haywood Cochrane  |  | 62  |  | Audit; Compensation
|David Drutz       |  | 72  |  | Audit; Compensation
|Gail F. Lieberman |  | 67  |  | Audit; Compensation

Haywood Cochranehas served as a
member of DARAs board of directors since February 2008. Mr. Cochrane served as Vice Chairman and a director of I-Trax, Inc. (AMEX: DMX), a publicly traded, total population health management and productivity company, from 2004 to 2008. He
joined I-Trax when I-Trax acquired CHD Meridian Healthcare where he served as Chairman and Chief Executive Officer from 1997 to 2004. Mr. Cochrane has over 20 years of healthcare experience in executive and senior management positions,
including Senior Vice President and Chief Operating Officer of Roche Biomedical Laboratories, President and Chief Executive Officer of Allied Clinical Laboratories and Executive Vice President and Chief Financial Officer of Laboratory Corporation of
America. Mr. Cochrane earned an A.B. degree in Political Science from the University of North Carolina at Chapel Hill where he was a Morehead Scholar.

Mr. Cochrane brings to our board his extensive executive and senior management experience in the healthcare industry. He is further qualified for service on our board because of his relevant business
expertise and leadership experience acquired through his experience serving as Vice Chairman and Chairman of the boards of directors of other healthcare-related companies.

David J. Drutz, M.D. has served as a member of DARAs board of directors since February 2008. Dr. Drutz currently serves as Lead Independent Director of the board of directors of Gentris
Corporation and as a director of MethylGene Inc. (TSX: MYG), a biopharmaceuticals company.From 2000 to 2010, Dr. Drutz served as Chairman of the board of directors of Tranzyme Pharma, Inc.He has been a General Partner with
Pacific Rim Ventures (Tokyo, Japan) since 1999. Pacific Rim Ventures (PRV) is focused on global biotechnology investment opportunities in the area of the life sciences. He has also been President of Pacific Biopharma Associates, a biotechnology
consulting firm, since 1999. Dr. Drutz was formerly Vice President Biological Sciences (Drug Discovery) and Vice President Clinical Research (AIDS therapeutics) at Smith Kline and French Laboratories in King of Prussia, PA, and Vice President
Clinical Development, Daiichi Pharmaceutical Corporation, Ft. Lee, NJ. At Daiichi he was responsible for the development of five anti-infective and oncology products. Dr. Drutz left Daiichi in 1990 to enter the biotechnology industry. Before
joining PRV he was President and Chief Executive Officer of Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH), a company specializing in therapeutics for diseases of the respiratory tract and other mucus membrane surfaces. He is a Certificate Holder
issued by the National Association of Corporate Directors (NACD). Dr. Drutz received his M.D. degree at the University of Louisville, and postgraduate medical training at Vanderbilt University, following which he served as a U.S. Navy medical
officer in Taiwan, Vietnam and the Philippines. He held senior faculty positions at the University of California, San Francisco, University of Texas and the University of Pennsylvania. He is board-certified in Internal Medicine, and a Fellow of the
American College of Physicians and the Infectious Diseases Society of America.

Dr. Drutzs experience as a medical doctor
board-certified in Internal Medicine is extremely valuable to our board. In addition to his medical background, Dr. Drutz provides an essential understanding of the drug development process which was acquired through holding a position in which
he was responsible for the development of several pharmaceutical products. Dr. Drutz brings to his service on our board a deep knowledge and understanding of the biotechnology industry, and a unique perspective acquired through his experience
with investment and consulting firms and as a senior faculty member at several universities.



54



---

##### Table of Contents

Gail F. Lieberman has served as a member of DARAs board of directors since April 2009.
Ms. Lieberman currently serves as director on the audit committee of ICTS International N.V. Ms. Lieberman is the founder and Managing Partner of Rudder Capital, LLC, which provides financial and strategic advisory services for
middle-market companies including M&A advisory and strategic consulting. She has been a Chief Financial Officer for several Fortune 500 companies, including Thomson Corporations Financial & Professional Publishing division,
Moodys Investor Service (D&B) and Scali, McCabe, Sloves (Ogilvy Group). Ms. Lieberman has recently served as a Director for three public companies in the healthcare and aerospace sectors: I-Trax Inc. (Amex: DMX); TriPath Imaging Inc.
(NASDQ: TPTH); and Breeze-Eastern Corporation (Amex: BZC). In addition, she sits on several advisory boards and non-profit boards including NY Report and Urban Glass. Ms. Lieberman holds a BA in Mathematics and Physics and an MBA in Finance
from Temple University.

Ms. Lieberman has a significant understanding of the role played by the board of directors which was acquired
through her service on the boards of several companies, including public companies in the healthcare and aerospace industries. She provides the board with financial expertise acquired through experience as the CFO of several Fortune 500 companies
and as the founder and managing partner of a financial and strategic advisory consulting firm. Ms. Liebermans educational background in Math, Physics and Business Administration also provides our board with a unique and valuable
perspective.

Audit Committee

The board of directors has an Audit Committee whose current members are Messrs. Cochrane (Chairman) and Drutz and Ms. Lieberman. The primary
purpose of the Audit Committee is to act on behalf of the board of directors in its oversight of all material aspects of our accounting and financial reporting processes, internal controls and audit functions, including our compliance with
Section 404 of the Sarbanes-Oxley Act of 2002. The board of directors has determined that Mr. Cochrane is an audit committee financial expert as that term is defined under Regulation S-K, Item 407 (d)(5)(ii), and that
he is independent under the current rules of the NASDAQ Stock Market and SEC rules and regulations.

Section 16(a) Beneficial
Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially
own more than 10% of our outstanding common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with all copies of Section 16(a) forms they
file.

Based solely on our review of the copies of such forms received by us, we believe that during the fiscal year ended December 31,
2010, all filing requirements were timely satisfied except that Mr. Cochrane, Mr. Drutz, and Ms. Lieberman each filed a late Form 4 with respect to a restricted stock grant.

Code of Ethics and Conduct

Our board of directors adopted a code of business ethics and
conduct (the Code of Ethics), applicable to all of our executives, directors and employees. The Code of Ethics is available in print to any shareholder that requests a copy. Copies may be obtained by contacting Investor Relations at our
corporate headquarters. Our Code of Ethics is also available in the Investor Relations section of our website at http://www.darabiosciences.com. We intend to make any disclosures regarding amendments to, or waivers from, the Code of Business Conduct
required under Form 8-K by posting such information on our website.



55



---

##### Table of Contents

Item 11. Executive Compensation.

Executive Officer Compensation

The
following table sets forth information concerning the compensation earned by the individuals that served as our Principal Executive Officer during 2010 and our most highly compensated executive officer other than the individuals who served as our
Principal Executive Officer during 2010 (collectively, the named executive officers):

2010 Summary Compensation Table



|                                                                             |  |      |      |  |            |         |         |           |  |         |                    |  |  |                    |   |  |           |         |         |  |  |         |         | 
|---------------------------------------------------------------------------- |  | ---- | ---- |  | ---------- | ------- | ------- | --------- |  | ------- | ------------------ |  |  | ------------------ | - |  | --------- | ------- | ------- |  |  | ------- | ------- | 
|Name & Principal Position                                                    |  | Year |      |  | Salary ($) |         |         | Bonus ($) |  |         | Stock Awards($)(1) |  |  | OptionAwards($)(2) |   |  | Total ($) |        
|                                                                             |  |      |      |  |            |        
|Richard A. Franco, Sr., R.Ph.Chairman, Chief Executive Officer and President |  |      | 2010 |  |            |         | 160,417 |           |  |         | 150,000            |  |  |                    |  |  |           |         | 460,000 |  |  |         | 770,417 | 
|                                                                             |  | 2009 |      |  |            |        |         |           |  | 150,000 |                    |  |  | 171,000            |   |  |           | 250,000 |         |  |  | 571,000 |        
|                                                                             |  |      |      |  |            |        
|Ann A. RosarChief Accounting Officer                                         |  |      | 2010 |  |            |         | 124,000 |           |  |         | 2,500              |  |  |                    |  |  |           |         | 19,500  |  |  |         | 146,000 | 
|                                                                             |  | 2009 |      |  |            | 120,000 |         |           |  | 2,000   |                    |  |  | 28,500             |   |  |           | 10,750  |         |  |  | 161,250 |        



|(1) | The amounts shown in this column indicate the grant date fair value of stock awards granted in the subject year computed in accordance with FASB ASC Topic 718. For
additional information regarding the assumptions made in calculating these amounts, see Note 12 to our audited, consolidated financial statements included elsewhere herein.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For
additional information regarding the assumptions made in calculating these amounts, see Note 12 to our audited, consolidated financial statements included elsewhere herein.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2010 Mr. Franco and Ms. Rosar were granted option awards covering 62,500 shares and 3,125 shares, respectively. In 2009, Mr. Franco was granted an option award covering 62,500 shares and
a restricted stock award covering 18,750 shares and Ms. Rosar was granted a restricted stock award covering 3,125 shares.



56



---

##### Table of Contents

Outstanding Equity Awards at 2010 Fiscal Year-End

The following table provides information regarding equity awards held by the named executive officers as of December 31, 2010.



|                       |  |                                                                 |        |  |                                                                   |  |        |                         |  |  |                      |  |  |  |          | 
|---------------------- |  | --------------------------------------------------------------- | ------ |  | ----------------------------------------------------------------- |  | ------ | ----------------------- |  |  | -------------------- |  |  |  | -------- | 
|                       |  | Option Awards                                                   |       
|Name                   |  | Number 
ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |        |  | Number ofSecuritiesUnderlyingUnexercisedOptions 
(#)Unexercisable |  |        | OptionExercisePrice ($) |  |  | OptionExpirationDate | 
|Richard A. Franco, Sr. |  |                                                                 | 12,500 |  |                                                                   |  |       |                         |  |  | 4.00                 |  |  |  | 03/03/19 | 
|                       |  |                                                                 | 15,625 |  |                                                                   |  | 46,875 | (1)                     |  |  | 7.36                 |  |  |  | 01/29/20 | 
|                       |  |                                                                 |        | 
|Ann A. Rosar           |  |                                                                 | 3,223  |  |                                                                   |  |       |                         |  |  | 41.92                |  |  |  | 11/26/17 | 
|                       |  |                                                                 | 1,209  |  |                                                                   |  | 403    | (2)                     |  |  | 22.40                |  |  |  | 09/09/18 | 
|                       |  |                                                                 | 781    |  |                                                                   |  | 2,344  | (3)                     |  |  | 6.24                 |  |  |  | 05/12/20 | 



|(1) | Reflects the unvested portion of an option grant which will vest in three equal annual installments beginning January 29, 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects the unvested portion of an option grant which will fully vest in September 9, 2011.
|--- | --------------------------------------------------------------------------------------------

|(3) | Reflects the unvested portion of an option grant which will vest in three equal annual installments beginning May 12, 2011.
|--- | ---------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

The following
table sets forth information concerning the compensation earned by the individuals serving as non-employee directors during 2010:



|                         |  |                                |        |  |                      |  |       |                       |  |  |          |  |  |  |        | 
|------------------------ |  | ------------------------------ | ------ |  | -------------------- |  | ----- | --------------------- |  |  | -------- |  |  |  | ------ | 
|Name                     |  | Fees Earned orPaid 
in Cash($) |        |  | StockAwards($)(1)(3) |  |       | OptionAwards($)(2)(3) |  |  | Total($) | 
|David J. Drutz           |  |                                | 34,500 |  |                      |  | 4,300 |                       |  |  | 13,500   |  |  |  | 52,300 | 
|Haywood D. Cochrane, Jr. |  |                                | 34,500 |  |                      |  | 4,300 |                       |  |  | 13,500   |  |  |  | 52,300 | 
|Gail F. Lieberman        |  |                                | 31,000 |  |                      |  | 1,431 |                       |  |  | 13,500   |  |  |  | 45,931 | 



|(1) | The amounts shown in this column indicate the grant date fair value of stock awards granted in the subject year computed in accordance with FASB ASC Topic 718. For
additional information regarding the assumptions made in calculating these amounts, see Note12 to our audited, consolidated financial statements included elsewhere herein.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



57



---

##### Table of Contents

|(2) | The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For
additional information regarding the assumptions made in calculating these amounts, see Note 12 to our audited, consolidated financial statements included elsewhere herein.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The table below sets forth the aggregate number of unvested shares of restricted stock and the aggregate number of stock options held by each non-employee director as
of December 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         |  |                            |       |  |                           |  |       | 
|------------------------ |  | -------------------------- | ----- |  | ------------------------- |  | ----- | 
|Name                     |  | AggregateOption 
Awards(#) |       |  | AggregateStock 
Awards(#) | 
|David J. Drutz           |  |                            | 1,875 |  |                           |  | 1,171 | 
|Haywood D. Cochrane, Jr. |  |                            | 1,875 |  |                           |  | 1,171 | 
|Gail F. Lieberman        |  |                            | 5,000 |  |                           |  | 208   | 

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

Stock Ownership Table

The following table sets forth, as of March 22, 2011 certain information concerning beneficial ownership of our common stock (as determined under the
rules of the SEC) by (1) each of our directors, (2) each of our executive officers, (3) all directors and executive officers as a group and (4) each person known by us to be the beneficial owner of more than five percent
(5%) of our common stock.

Except as otherwise indicated, the address for each person is to the care of DARA BioSciences, Inc., 8601 Six
Forks Road, Suite 160, Raleigh, North Carolina 27615.



58



---

##### Table of Contents

|                                                        |  |                                           |         |     |                                                                        |  |        |       |  |  |                    |  |  |  |      |  
|------------------------------------------------------- |  | ----------------------------------------- | ------- | --- | ---------------------------------------------------------------------- |  | ------ | ----- |  |  | ------------------ |  |  |  | ---- | -
|                                                        |  | Amount and Nature of Beneficial Ownership |        
|Name of Beneficial Owner                                |  | Common Stock                              |         |     | Shares Subject 
toOptions, Warrantsand 
ConvertiblePreferred Stock (1) |  |        | Total |  |  | Percentage ofClass | 
|Directors                                               |  |                                           |         |     |                                                                        |  |        |       |  |  |                    |  |  |  |      |  
|Haywood D. Cochrane, Jr.                                |  |                                           | 3,073   |     |                                                                        |  | 1,250  |       |  |  | 4,323              |  |  |  | *    |  
|                                                        |  |                                           |         |    
|David J. Drutz                                          |  |                                           | 3,073   |     |                                                                        |  | 1,250  |       |  |  | 4,323              |  |  |  | *    |  
|                                                        |  |                                           |         |    
|Gail F. Lieberman                                       |  |                                           | 208     |     |                                                                        |  | 3,594  | (2)   |  |  | 3,802              |  |  |  | *    |  
|                                                        |  |                                           |         |    
|Executive Officers                                      |  |                                           |         |     |                                                                        |  |        |       |  |  |                    |  |  |  |      |  
|Richard A. Franco, Sr.                                  |  |                                           | 162,834 |     |                                                                        |  | 77,228 | (3)   |  |  | 240,062            |  |  |  | 4.90 | %
|                                                        |  |                                           |         |    
|Ann A. Rosar                                            |  |                                           | 8,688   |     |                                                                        |  | 5,995  |       |  |  | 14,683             |  |  |  | *    |  
|                                                        |  |                                           |         |    
|Directors and Executive Officers as a group (5 persons) |  |                                           | 177,876 |     |                                                                        |  | 89,317 |       |  |  | 266,678            |  |  |  | 5.44 | %
|                                                        |  |                                           |         |    
|Five Percent Holders                                    |  |                                           |         |     |                                                                        |  |        |       |  |  |                    |  |  |  |      |  
|Anson Investments Master Fund LP                        |  |                                           | 306,333 | (4) |                                                                        |  |       | (4)   |  |  | 306,333            |  |  |  | 6.37 | %
|                                                        |  |                                           |         |    
|Barry Honig                                             |  |                                           | 260,960 | (5) |                                                                        |  |       | (5)   |  |  | 260,960            |  |  |  | 5.42 | %



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

|(1) | Represents shares subject to options which are exercisable within 60 days and underlying shares of Series A Convertible Preferred Stock convertible within 60 days.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents shares held for the benefit of Rudder Capital, LLC.
|--- | --------------------------------------------------------------

|(3) | Certain shares of Series A Convertible Preferred Stock and warrants held by Mr. Franco are subject to a blocker provision that do not permit conversion or exercise
to the extent it would cause the holder to hold more than 4.9% of our outstanding common stock. The amount of shares subject to options, warrants and convertible preferred stock indicated does not include shares of common stock underlying shares of
Series A Convertible Preferred Stock and warrants that exceed this ownership limitation. Assuming there were no such blocker provision and assuming conversion of all shares of Series A Convertible Preferred Stock and all vested options and warrants
held by Mr. Franco, Mr. Franco would beneficially own a total of 366,584 shares of our common stock representing 7.3% of the class.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The principal business address of Anson Investments Master Fund LP 98-0538788 is Walker House; 87 Mary Street; Georgetown, Grand Cayman KY1 9002. This information has
been obtained from Schedule 13G filed by Anson Master Investments Master Fund, LP with the SEC on November 5, 2010. Certain warrants held by Anson Master Investments Master Fund LP are subject to a blocker provision that do not permit exercise
to the extent it would cause the holder to hold more than 4.9% of our outstanding common stock. The amount of shares subject to options, warrants and convertible preferred stock indicated does not include shares of common stock underlying warrants
that exceed this ownership limitation.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



59



---

##### Table of Contents

|(5) | Represents: (i) 197,988 shares of common stock held individually by Barry Honig (ii) 2,972 shares of common stock held by GRQ Consultants, Inc. 401(K), of
which Mr. Honig is the trustee, and (iii) 60,000 shares held by Marlin Capital Partners LLC of which Mr. Honig shares voting power. The principal business address of Mr. Honig is 4400 Biscayne Boulevard, Suite 850, Miami, FL
33137. This information has been obtained from Schedule 13G filed by Mr. Honig with the SEC on January 26, 2011. Certain shares of Series A Convertible Preferred Stock and warrants held by Mr. Honig are subject to a blocker provision
that do not permit conversion or exercise to the extent it would cause the holder to hold more than 4.9% of our outstanding common stock. The amount of shares subject to options, warrants and convertible preferred stock indicated does not include
shares of common stock underlying shares of Series A Convertible Preferred Stock and warrants that exceed this ownership limitation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Compensation Plan Information

The following table summarizes the number of
outstanding options granted to employees, directors and consultants, as well as the number of securities remaining available for future issuance our equity compensation plans as of December 31, 2010.



|                                                           |  |                                                                                          |         |  |                                                                           |   |       |                                                                                                                                              |  |  |         | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------- | - | ----- | -------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- | 
|Plan Category                                              |  | Number of securitiesto 
be issued uponexercise ofoutstanding options,warrants and rights |         |  | Weighted averageexercise 
price ofoutstanding options,warrants and rights |   |       | Number of securitiesremaining available for futureissuance under equitycompensation plans (excludingsecurities reflected in the firstcolumn) | 
|Equity Compensation plans approved by security holders     |  |                                                                                          | 145,098 |  |                                                                           | $ | 14.63 |                                                                                                                                              |  |  | 357,812 | 
|Equity Compensation plans not approved by security holders |  |                                                                                          |        |  |                                                                           | $ |      |                                                                                                                                              |  |  |        | 
|Total                                                      |  |                                                                                          | 145,098 |  |                                                                           | $ | 14.63 |                                                                                                                                              |  |  | 357,812 | 

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

During the 2010 fiscal year, the following individuals served as members of our board of directors: Haywood D. Cochrane, David Drutz, Richard Franco, and
Gail Lieberman. Each of such directors, other than Mr. Franco was independent as such term is defined in the listing standards of The Nasdaq Stock Market and the applicable rules of the SEC.

Item 14. Principal Accounting Fees and Services.

The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of our consolidated financial statements for the fiscal years ended December 31,
2010 and December 31, 2009 and fees billed for other services rendered by Ernst & Young LLP during those periods.



60



---

##### Table of Contents

The aggregate fees billed for professional services by Ernst & Young LLP in 2010 and 2009 for these
various services were:



|                       |  |      |         |  |      |   |         | 
|---------------------- |  | ---- | ------- |  | ---- | - | ------- | 
|                       |  | 2010 |         |  | 2009 |  
|Audit fees (1)         |  | $    | 175,000 |  |      | $ | 200,000 | 
|Audit-related fees (2) |  |      | 165,559 |  |      |   | 2,000   | 
|Tax fees (3)           |  |      | 41,730  |  |      |   | 10,000  | 
|All other fees         |  |      |        |  |      |   |        | 
|                       |  |      |         |  |      |   |         | 
|Total                  |  | $    | 382,289 |  |      | $ | 212,000 | 
|                       |  |      |         |  |      |   |         | 



|(1) | Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of the Companys annual financial statements and reviews of the
financial statements included in the Companys Quarterly Reports on Form 10-Q and also includes fees billed for consents, comfort letters and assistance with and review of documents filed with the SEC.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-related fees consist of assurance and related services relating to financial accounting and reporting standards not classified as audit fees.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees principally included review of and consultation regarding the Companys federal and state tax returns and tax planning.
|--- | --------------------------------------------------------------------------------------------------------------------------------

Appointment of Registered Public Accounting Firm and Pre-Approval of Audit and Non-Audit Services

The Audit Committee pre-approves all audit and other permitted non-audit services provided by our independent auditors. Pre-approval is generally provided
for up to one year, is detailed as to the particular category of services and is subject to a monetary limit. Our independent auditors and senior management periodically report to the Audit Committee the extent of services provided by the
independent auditors in accordance with the pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.



61



---

##### Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules.

The
following documents are included as part of this Annual Report on Form 10-K.



|(a)(1) | The Consolidated Financial Statements and related Notes filed as part of this Report are listed and indexed on Page 24.
|------ | -----------------------------------------------------------------------------------------------------------------------



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

All schedules are omitted because they are inapplicable, not required or the information is included in the Consolidated Financial
Statements or the related Notes.



|(a)(3) | Exhibits:
|------ | ---------

The Exhibits listed
in the Exhibit Index immediately preceding the Exhibits are filed as part of this Annual Report on Form 10-K.



|(b) | The Exhibits are set forth on the following exhibit index. Management contracts, compensatory plans and arrangements are identified in the exhibit index with an
asterisk *.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Not applicable.
|--- | ---------------



62



---

##### 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 25, 2011.



|                       |  |                                                         
|---------------------- |  | --------------------------------------------------------
|DARA BIOSCIENCES, INC.
|                       | 
|By:                    |  | /s/ Richard A. Franco                                   
|                       |  | Richard A. Franco, President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and executive officers of
DARA BioSciences, Inc., hereby severally constitute and appoint Ann A. Rosar our true and lawful attorney and agent, with full power to her to sign for us, and in our names in the capacities indicated below, any and all amendments to the Annual
Report on Form 10-K of DARA BioSciences, Inc. filed with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Annual Report on Form 10-K.

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



|                                        |  |                                                                                         |  |               
|--------------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------
|Signature                               |  | Title                                                                                   |  | Date          
|                                        |  |                                                                                        
|/s/ Richard A. Franco
Richard A. Franco |  | President and Chief Executive Officer
(Principal Executive Officer and Director)        |  | March 25, 2011
|                                        |  |                                                                                        
|/s/ Ann A. Rosar Ann A. Rosar           |  | Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |  | March 25, 2011
|                                        |  |                                                                                        
|/s/ Haywood Cochrane
Haywood Cochrane   |  | Director                                                                                |  | March 25, 2011
|                                        |  |                                                                                        
|/s/ David Drutz David Drutz             |  | Director                                                                                |  | March 25, 2011
|                                        |  |                                                                                        
|/s/ Gail Lieberman Gail Lieberman       |  | Director                                                                                |  | March 25, 2011



63



---

##### Table of Contents

EXHIBIT INDEX



|           |  |                                                                                                                                                           |  |                                                                                                              
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                               |  | Incorporated by Reference to                                                                                 
|           |  |                                                                                                                                                          
|2.1        |  | Agreement and Plan of Merger, dated October 9, 2007 by and among DARA BioSciences, Inc., Point Therapeutics, Inc. and DP Acquisition Corp.                |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 10, 2007                      
|           |  |                                                                                                                                                          
|2.2        |  | Amendment to Agreement and Plan of Merger, dated December 14, 2007 by and among DARA BioSciences, Inc., Point Therapeutics, Inc. and DP Acquisition Corp. |  | Incorporated by reference to the Companys Registration Statement on Form S-4/A filed on December 17, 2007   
|           |  |                                                                                                                                                          
|3.1        |  | Restated Certificate of Incorporation of DARA BioSciences, Inc.                                                                                           |  | Incorporated by reference to the Companys Report on Form 8-K filed on February 12, 2008                     
|           |  |                                                                                                                                                          
|3.2        |  | Amended and Restated By-Laws of DARA BioSciences, Inc.                                                                                                    |  | Incorporated by reference to the Companys Report on Form 8-K filed on February 12, 2008                     
|           |  |                                                                                                                                                          
|4.1        |  | Specimen stock certificate for common stock                                                                                                               |  | Incorporated by reference to the Companys Report on Form 8-K filed on February 12, 2008                     
|           |  |                                                                                                                                                          
|4.2        |  | Form of Warrant for Point Therapeutics, Inc.                                                                                                              |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
|           |  |                                                                                                                                                          
|4.3        |  | Form of Investor Warrant for Point Therapeutics, Inc. dated as of September 24, 2003                                                                      |  | Incorporated by reference to the Companys Registration Statement on Form S-1 filed on November 18, 2003     
|           |  |                                                                                                                                                          
|4.4        |  | Form of Paramount Warrant for Point Therapeutics, Inc. dated as of September 24, 2003                                                                     |  | Incorporated by reference to the Companys Registration Statement on Form S-1 filed on November 18, 2003     
|           |  |                                                                                                                                                          
|4.5        |  | Form of Investor Warrant for Point Therapeutics, Inc. dated as of March 24, 2004                                                                          |  | Incorporated by reference to the Companys Report on Form 8-K filed on April 1, 2004                         
|           |  |                                                                                                                                                          
|4.8        |  | Form of Investor Securities Purchase Agreement dated as of March 24, 2004                                                                                 |  | Incorporated by reference to the Companys Report on Form 8-K filed on April 1, 2004                         
|           |  |                                                                                                                                                          
|4.9        |  | Form of Class A Common Stock Purchase Warrant                                                                                                             |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 21, 2008                      
|           |  |                                                                                                                                                          
|4.10       |  | Form of Class B Common Stock Purchase Warrant                                                                                                             |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 21, 2008                      
|           |  |                                                                                                                                                          
|4.11       |  | Form of Common Stock Purchase Warrant                                                                                                                     |  | Incorporated by reference to the Companys Report on Form 8-K filed on June 16, 2009                         
|           |  |                                                                                                                                                          
|4.12       |  | Form of Common Stock Purchase Warrant                                                                                                                     |  | Incorporated by reference to the Companys Report on Form 8-K filed on September 14, 2009                    



64



---

##### Table of Contents

|           |  |                                                                                                                                                            |  |                                                                                                              
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                |  | Incorporated by Reference to                                                                                 
|           |  |                                                                                                                                                           
|4.13       |  | Form of Common Stock Purchase Warrant                                                                                                                      |  | Incorporated by reference to the Companys Report on Form 8-K filed on September 18, 2009                    
|           |  |                                                                                                                                                           
|4.14       |  | Form of Common Stock Purchase Warrant                                                                                                                      |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 15, 2009                      
|           |  |                                                                                                                                                           
|4.15       |  | Form of Class A Common Stock Purchase Warrant                                                                                                              |  | Incorporated by reference to the Companys Report on Form 8-K filed on December 29, 2010                     
|           |  |                                                                                                                                                           
|4.16       |  | Form of Class B Common Stock Purchase Warrant                                                                                                              |  | Incorporated by reference to the Companys Report on Form 8-K filed on December 29, 2010                     
|           |  |                                                                                                                                                           
|4.17       |  | Certificate of Designation of Preferences, Rights, and Limitations of Series A Convertible Preferred Stock                                                 |  | Incorporated by reference to the Companys Report on Form 8-K filed on December 29, 2010                     
|           |  |                                                                                                                                                           
|10.1       |  | Amended and Restated License Agreement dated January 12, 1999 by and between Point Therapeutics, Inc. and Tufts University**                               |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
|           |  |                                                                                                                                                           
|10.2       |  | DARA BioSciences, Inc. Amended and Restated 2003 Employee, Director and Consultant Stock Plan *                                                            |  | Incorporated by reference to the Companys Report on Form 8-K filed on February 12, 2008                     
|           |  |                                                                                                                                                           
|10.3       |  | DARA BioSciences, Inc. 2008 Employee, Director and Consultant Stock Plan *                                                                                 |  | Incorporated by reference to the Companys Report on Form 8-K filed on February 12, 2008                     
|           |  |                                                                                                                                                           
|10.4       |  | Lease Agreement dated November 30, 2007, by and between DARA BioSciences, Inc. and The Prudential Insurance Company of America                             |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
|           |  |                                                                                                                                                           
|10.5       |  | Form of Stock Option Award for 2008 Employee, Director and Consultant Stock Plan (Incentive Stock Options) *                                               |  | Incorporated by reference to the Companys Registration Statement on Form S-8 filed on April 8, 2008         
|           |  |                                                                                                                                                           
|10.6       |  | Form of Stock Option Award for 2008 Employee, Director and Consultant Stock Plan (Non-Qualified Options) *                                                 |  | Incorporated by reference to the Companys Registration Statement on Form S-8 filed on April 8, 2008         
|           |  |                                                                                                                                                           
|10.7       |  | Form of Restricted Stock Award Agreement for 2008 Employee, Director and Consultant Stock Plan *                                                           |  | Incorporated by reference to the Companys Registration Statement on Form S-8 filed on April 8, 2008         
|           |  |                                                                                                                                                           
|10,8       |  | Form of Restricted Stock Unit Award Agreement for 2008 Employee, Director and Consultant Stock Plan *                                                      |  | Incorporated by reference to the Companys Registration Statement on Form S-8 filed on April 8, 2008         
|           |  |                                                                                                                                                           
|10.9       |  | License Agreement dated May 3, 2004, by and between The General Hospital Corporation d/b/a Massachusetts General Hospital and DARA Pharmaceuticals, Inc.** |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008



65



---

##### Table of Contents

|           |  |                                                                                                                                                                             |  |                                                                                                              
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                 |  | Incorporated by Reference to                                                                                 
|           |  |                                                                                                                                                                            
|10.10      |  | Exclusive License Agreement effective July 1, 2004, by and between Kirin Brewery Company, Limited and DARA Therapeutics, Inc.**                                             |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
|           |  |                                                                                                                                                                            
|10.11      |  | Exclusive License Agreement effective December 22, 2006, by and between Nuada, LLC and DARA BioSciences, Inc.**                                                             |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
|           |  |                                                                                                                                                                            
|10.12      |  | Exclusive License Agreement dated October 8, 2007, by and between Bayer Pharmaceuticals Corporation and DARA BioSciences, Inc.**                                            |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
|           |  |                                                                                                                                                                            
|10.13      |  | Stock Purchase and Loan Agreement dated January 30, 2009, by and between DARA BioSciences, Inc. and SurgiVision, Inc.                                                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on January 30, 2009                      
|           |  |                                                                                                                                                                            
|10.14      |  | Secured Promissory Note dated January 30, 2009, by and between DARA BioSciences, Inc. and SurgiVision, Inc.                                                                 |  | Incorporated by reference to the Companys Report on Form 8-K filed on January 30, 2009                      
|           |  |                                                                                                                                                                            
|10.15      |  | Form of Securities Purchase Agreement                                                                                                                                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on June 16, 2009                         
|           |  |                                                                                                                                                                            
|10.16      |  | Form of Securities Purchase Agreement                                                                                                                                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on September 14, 2009                    
|           |  |                                                                                                                                                                            
|10.17      |  | Placement Agent Agreement, dated August 21, 2009, by and between DARA BioSciences, Inc. and Moody Capital Solutions, Inc.                                                   |  | Incorporated by reference to the Companys Report on Form 8-K filed on September 14, 2009                    
|           |  |                                                                                                                                                                            
|10.18      |  | Form of Securities Purchase Agreement                                                                                                                                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on September 18, 2009                    
|           |  |                                                                                                                                                                            
|10.19      |  | Material Transfer Agreement, dated March 24, 2008, by and between DARA BioSciences, Inc. and America Stem Cell, Inc.                                                        |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 13, 2009                      
|           |  |                                                                                                                                                                            
|10.20      |  | Addendum and First Amendment to Material Transfer Agreement, dated October 9, 2009, by and between DARA BioSciences, Inc. and America Stem Cell, Inc.                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 13, 2009                      
|           |  |                                                                                                                                                                            
|10.21      |  | Form of Securities Purchase Agreement                                                                                                                                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 15, 2009                      
|           |  |                                                                                                                                                                            
|10.22      |  | Securities Purchase Agreement, dated February 26, 2010, by and between DARA Pharmaceuticals, Inc. and certain accredited investors                                          |  | Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2010
|           |  |                                                                                                                                                                            
|10.23      |  | Stock Purchase Agreement, dated December 31, 2009, by and between DARA Pharmaceuticals, Inc. and SurgiVision, Inc.                                                          |  | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2009   
|           |  |                                                                                                                                                                            
|10.24      |  | First Amendment to License Agreement dated July 7, 2009 by and between The General Hospital Corporation d/b/a Massachusetts General Hospital and DARA Pharmaceuticals,
Inc. |  | Incorporated by reference to the Companys Registration Statement on Form S-1/A filed on May 17, 2010        



66



---

##### Table of Contents

|           |  |                                                                                                                                                                                                                  |  |                                                                                         
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                      |  | Incorporated by Reference to                                                            
|           |  |                                                                                                                                                                                                                 
|10.25      |  | Securities Purchase Agreement dated October 24, 2010, by and between DARA BioSciences, Inc. and the purchasers identified therein                                                                                |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 26, 2010 
|           |  |                                                                                                                                                                                                                 
|10.26      |  | Placement Agent Agreement dated October 22, 2010, by and between DARA BioSciences, Inc. and Ladenburg Thalmann & Co., Inc.                                                                                       |  | Incorporated by reference to the Companys Report on Form 8-K filed on October 26, 2010 
|           |  |                                                                                                                                                                                                                 
|10.27      |  | Form of Securities Purchase Agreement                                                                                                                                                                            |  | Incorporated by reference to the Companys Report on Form 8-K filed on December 29, 2010
|           |  |                                                                                                                                                                                                                 
|10.28      |  | Placement Agent Agreement                                                                                                                                                                                        |  | Incorporated by reference to the Companys Report on Form 8-K filed on December 29, 2010
|           |  |                                                                                                                                                                                                                 
|10.29      |  | Agreement between DARA Therapeutics, Inc., a Subsidiary of DARA BioSciences, Inc., and the Division of Cancer Prevention, National Cancer Institute for the Clinical Development of
KRN5500 dated April 26, 2010 |  | Incorporated by reference to the Companys Report on Form 8-K filed on April 30, 2010   
|           |  |                                                                                                                                                                                                                 
|21         |  | Subsidiaries of DARA BioSciences, Inc.                                                                                                                                                                           |  |                                                                                         
|           |  |                                                                                                                                                                                                                 
|23         |  | Consent of Ernst & Young LLP                                                                                                                                                                                     |  |                                                                                         
|           |  |                                                                                                                                                                                                                 
|24         |  | Power of Attorney                                                                                                                                                                                                |  | Included on signature page                                                              
|           |  |                                                                                                                                                                                                                 
|31.1       |  | Certification of Richard A. Franco, Sr., R.Ph. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 25, 2011                                                                                   |  |                                                                                         
|           |  |                                                                                                                                                                                                                 
|31.2       |  | Certification of Ann A. Rosar pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 25, 2011                                                                                                    |  |                                                                                         
|           |  |                                                                                                                                                                                                                 
|32         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 25, 2011                                                                     |  |                                                                                         



|* | Management Contract or Compensatory Plan or Arrangement.
|- | --------------------------------------------------------

|** | Confidential Treatment requested for certain portions of this Agreement.
|-- | ------------------------------------------------------------------------



67