x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934.
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934.
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Delaware
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91-1689591
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o (Do not check if
a smaller reporting company)
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Smaller
reporting company x
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Title
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Shares
outstanding as of May 1, 2009
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Common
Stock, par value $0.001
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41,098,270
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PART
I: Financial Information
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4
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4
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5
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6
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7
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11
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13
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PART
II Other Information
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14
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14
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15
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16
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Financial
Statements
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March 31,
2009
(Unaudited)
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December 31,
2008
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|||||||
ASSETS
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||||||||
Current
Assets
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||||||||
Cash
and cash equivalents
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$ | 4,713,909 | $ | 6,363,243 | ||||
Accounts
receivable
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163,364 | 177,253 | ||||||
Interest
and other receivables
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1,225 | 1,157 | ||||||
Prepaid
expenses
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219,953 | 286,539 | ||||||
Total
current assets
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5,098,451 | 6,828,192 | ||||||
Property
and Equipment — net of accumulated depreciation of $1,251,100 and
$1,289,844, respectively
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801,703 | 790,947 | ||||||
Intangible
assets — net of accumulated amortization of $452,935 and $465,724,
respectively
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495,052 | 557,639 | ||||||
Restricted
cash
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473,711 | 473,711 | ||||||
$ | 6,868,917 | $ | 8,650,489 | |||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
Current
Liabilities
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||||||||
Accounts
payable
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$ | 247,332 | $ | 238,701 | ||||
Accrued
liabilities
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473,209 | 668,694 | ||||||
Current
portion of term loan
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89,917 | 87,850 | ||||||
Total
current liabilities
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810,458 | 995,245 | ||||||
Long-term
portion of term loan
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— | 23,269 | ||||||
Deferred
rent
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301,517 | 310,010 | ||||||
Total
liabilities
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1,111,975 | 1,328,524 | ||||||
Commitments
and Contingencies (Note 8)
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||||||||
Stockholders’
Equity
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||||||||
Preferred
stock, authorized 5,000,000 shares, $.01 par value, none issued or
outstanding
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— | — | ||||||
Common
stock, authorized 100,000,000 shares, $.001 par value 41,098,270 and
41,130,270 issued and outstanding as of March 31, 2009 and
December 31, 2008, respectively
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41,098 | 41,130 | ||||||
Additional
paid-in capital
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71,594,664 | 71,255,901 | ||||||
Accumulated
deficit
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(65,878,820 | ) | (63,975,066 | ) | ||||
Total
stockholders’ equity
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5,756,942 | 7,321,965 | ||||||
$ | 6,868,917 | $ | 8,650,489 |
Three
months ended
March 31,
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||||||||
2009
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2008
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|||||||
Revenues
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||||||||
Royalty
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$ | 171,772 | $ | 265,555 | ||||
Total
revenues
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171,772 | 265,555 | ||||||
Operating
expenses
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||||||||
Marketing
and selling
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106,583 | 237,693 | ||||||
Research
and development
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821,934 | 883,212 | ||||||
General
and administrative
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1,153,651 | 1,232,284 | ||||||
Total
operating expenses
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2,082,168 | 2,353,189 | ||||||
Loss
from operations
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(1,910,396 | ) | (2,087,634 | ) | ||||
Other
income (expense)
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||||||||
Interest
income
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9,072 | 100,319 | ||||||
Interest
expense
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(2,430 | ) | (4,313 | ) | ||||
6,642 | 96,006 | |||||||
Net
Loss
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$ | (1,903,754 | ) | $ | (1,991,628 | ) | ||
Net
loss per share, basic and diluted
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$ | (0.05 | ) | $ | (0.05 | ) | ||
Shares
used in computing basic and diluted net loss per share
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41,098,270 | 41,072,978 |
Three
months ended
March 31,
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||||||||
2009
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2008
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|||||||
Cash
flows from operating activities:
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||||||||
Net
loss
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$ | (1,903,754 | ) | $ | (1,991,628 | ) | ||
Reconciliation
of net loss to net cash used in operating activities
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||||||||
Depreciation
and amortization
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100,632 | 104,863 | ||||||
Write-off
of long-term assets
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77,194 | 19,043 | ||||||
Share-based
compensation for employee services
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354,834 | 342,222 | ||||||
Increase
(decrease) in cash resulting from changes in assets and
liabilities
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||||||||
Accounts
and other receivables
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13,821 | (38,307 | ) | |||||
Prepaid
expenses and current assets
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66,586 | 41,205 | ||||||
Accounts
payable and accrued expenses
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(296,685 | ) | (781,532 | ) | ||||
Net
cash used in operating activities
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(1,587,372 | ) | (2,304,134 | ) | ||||
Cash
flows from investing activities:
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||||||||
Purchase
of equipment and furniture
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(89,062 | ) | — | |||||
Proceeds
from insurance settlement
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85,267 | — | ||||||
Patent
and technology rights payments
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(36,933 | ) | (82,729 | ) | ||||
Net
cash used in investing activities
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(40,728 | ) | (82,729 | ) | ||||
Cash
flows from financing activities:
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||||||||
Payments
on term loan
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(21,202 | ) | (19,319 | ) | ||||
Company
purchase of restricted stock
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(32 | ) | — | |||||
Proceeds
from exercise of common stock options and warrants
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— | 40,087 | ||||||
Net
(cash used) provided by financing activities
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(21,234 | ) | 20,768 | |||||
Net
(decrease) in cash
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(1,649,334 | ) | (2,366,095 | ) | ||||
Cash
at beginning of period
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6,363,243 | 11,825,371 | ||||||
Cash
at end of period
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$ | 4,713,909 | $ | 9,459,276 | ||||
Cash
paid during the period for interest
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$ | 2,165 | $ | 3,897 | ||||
Non-cash
investing and financing activities:
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$ | — | $ | — |
2009
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2008
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|||||||
Share-based
compensation:
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||||||||
Marketing
and selling
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$
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7,544
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$
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25,390
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||||
Research
and development
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81,875
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86,893
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||||||
General
and administrative
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265,415
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121,706
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||||||
Share-based
compensation for employees
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354,834
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233,989
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||||||
General
and administrative, non-employee services
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—
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108,233
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||||||
Total
share-based compensation expense
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$
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354,834
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$
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342,222
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Common
shares from:
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2009
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2008
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||||||
Assumed
exercise of stock options
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4,915,525 | 3,554,321 | ||||||
Assumed
conversion of warrants
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2,226,550 | 3,624,342 | ||||||
Total
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7,142,075 | 7,178,663 |
Issue
Date
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Issued
Warrants
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Exercise
Price
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Term
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Outstanding
Warrants
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Expiration
Date
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|||||||||
September 30, 2002
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750,000 | $ | 0.50 |
10 years
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750,000 |
September 30, 2012
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||||||||
February 8, 2005
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75,000 | 5.00 |
5
years
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75,000 |
February
7, 2010
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|||||||||
April
21, 2006
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11,000 | 7.50 |
5
years
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11,000 |
April
20, 2011
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|||||||||
December
4, 2007
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1,390,550 | 2.10 |
5
years
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1,390,550 |
December
3, 2012
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|||||||||
Grand
Total
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2,226,550 | 2,226,550 |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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Controls
and Procedures
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Legal
Proceedings
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Risk
Factors
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Exhibits
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Filed
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Incorporated
by Reference
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||||||||||
Exhibit No.
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Description
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Herewith
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Form
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Exhibit No.
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File No.
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Filing Date
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|||||
31.1 |
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of. 2002
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X | |||||||||
31.2 |
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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X | |||||||||
32.1 |
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
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X | |||||||||
32.2 |
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
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X | |||||||||
10.1 |
Executive
Employment Agreement dated January 30, 2009, between Bruce S. Morra and
the Company
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10-K
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10.34
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001-31982
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3/11/2009
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SCOLR
Pharma, Inc.
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||
Date:
May 1, 2009
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By:
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/s/
Bruce S. Morra
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Bruce
S. Morra
Chief
Executive Officer and President
(Principal
Executive Officer)
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||
Date:
May 1, 2009
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By:
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/s/
Richard M. Levy
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Richard
M. Levy
Chief Financial Officer and Vice President - Finance
(Principal
Financial Officer)
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Filed
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Incorporated
by Reference
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||||||||||
Exhibit No.
|
Description
|
Herewith
|
Form
|
Exhibit No.
|
File No.
|
Filing Date
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|||||
31.1 |
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of. 2002
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X | |||||||||
31.2 |
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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X | |||||||||
32.1 |
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
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X | |||||||||
32.2 |
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
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X | |||||||||
10.1 |
Executive
Employment Agreement dated January 30, 2009, between Bruce S. Morra and
the Company
|
10-K
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10.34
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001-31982
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3/11/2009
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