Delaware
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52-2286452
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(State
or Other Juris-
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(I.R.S.
Employer
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diction
of Incorporation
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Identification
Number)
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or
Organization)
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
Reporting Company
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x
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Title
of Securities
to
be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount
of
Registration Fee
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|||||||||
Common
Stock, $0.0001 par value
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2,990,655 shares
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$
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2.10
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$
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6,280,376
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$
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246.82
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(1)
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In
addition, pursuant to Rule 416(a) under the Securities Act of 1933,
there
is also being registered hereunder an indeterminate number of shares
of
Common Stock as shall be issuable to prevent dilution resulting from
stock
splits, stock dividends or similar
transactions.
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(2)
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Estimated
pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee and based upon the average of the high and low prices
of
the Registrant’s Common Stock on October 30,
2008.
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Item 3. |
Incorporation
of Documents by Reference.
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1.
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Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007,
including Amendment No. 1 on Form 10-KSB/A filed on September 12,
2008;
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2.
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Quarterly
Reports on Form 10-QSB and Form 10-Q for the quarters ended March
31, 2008
and June 30, 2008, respectively;
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3. |
Current
Reports on Form 8-K filed with the Commission on March 6, 2008, June
9,
2008, September 3, 2008, and October 30, 2008, respectively;
and
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4.
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The
description of our common stock set forth in the registration statement
on
Form 8-A filed with the Commission on July 26, 2006, including any
amendments or reports filed for the purpose of updating such
information.
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Item 4. |
Description
of Securities.
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Item 5. |
Interests
of Named Experts and Counsel.
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Item 6. |
Indemnification
of Directors and Officers.
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Item 7. |
Exemption
from Registration Claimed.
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Item 8. |
Exhibits.
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5.1
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Opinion
of Fredrikson & Byron, P.A.
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23.1
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Consent
of Hays
& Company LLP
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23.2
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Consent
of Chang
G. Park, CPA
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23.3
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Consent
of Fredrikson & Byron, P.A. (included in Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page
hereof)
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Item 9. |
Undertakings.
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(a) |
The
undersigned Registrant hereby
undertakes:
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By
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/s/
Brian Lenz
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Brian
Lenz
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Chief
Financial Officer
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Signature
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Title
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Date
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/s/
Roger G. Berlin, M.D.
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Chief
Executive Officer and Director (principal
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October
30, 2008
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||
Roger
G. Berlin, M.D.
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executive
officer)
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/s/
Brian Lenz
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Chief
Financial Officer
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October
30, 2008
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Brian
Lenz
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(principal
financial and accounting officer)
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/s/
Arie S. Belldegrun, M.D.
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Non-Executive
Chairman and Director
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October
27, 2008
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Arie
S. Belldegrun, M.D.
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||||
/s/
Robert I. Falk
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Director
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October
27, 2008
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Robert
I. Falk
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||||
/s/
William F. Hamilton, Ph.D.
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Director
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October
27, 2008
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William
F. Hamilton, Ph.D.
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||||
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Director
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October
__, 2008
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Peter
M. Kash
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||||
/s/
Joshua A. Kazam
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Director
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October
27, 2008
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Joshua
A. Kazam
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||||
/s/
David M. Tanen
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Director
and Secretary
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October
27, 2008
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David
M. Tanen
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Number
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Exhibit
Description
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5.1
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Opinion
of Fredrikson & Byron, P.A.
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23.1
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Consent
of Hays & Company LLP
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23.2
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Consent
of Chang G. Park, CPA
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Consent
of Fredrikson & Byron, P.A. (included in Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page
hereof)
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