The key elements of our business strategy include:

• Focusing on creating first in class and best in class drugs with validated molecular targets. We are leveraging our expertise in chemistry and clinical development to create multiple novel drug candidates.
• Focusing on proprietary drugs that address large markets of unmet medical need for the treatment of oncology and immune mediated diseases. Although our versatile technology platform can be used to develop a wide range of pharmaceutical agents, we have focused most of our initial efforts in oncology and immune mediated diseases where we have established strength in preclinical and clinical development.

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• Utilize biomarkers and predictive pharmacodynamic assays wherever possible. Targeting the right drug to the right patient at the right time with the right dose has the potential to greatly expedite intelligent clinical development and reduce the time, cost and risk of clinical programs.
• Provide major pharmaceutical companies access to validated drug candidates. Major pharmaceutical companies have a need for promising drug candidates, which still may require large clinical trials. We focus on satisfying this need for novel, best in class or first in class drugs. A partnership with Pharmacyclics may provide these companies the opportunity to leverage the innovation and excellence of a creative, focused and experienced scientific team.
• Establish strategic alliances and collaborations. We own the worldwide rights to our multiple product candidates. At the opportune time in the clinical development path we intend to establish strategic alliances and collaborations for the development and commercialization of our products.
• Leverage development with outsourcing. We utilize outside vendors with expertise and capability in manufacturing and clinical development to more efficiently develop our multiple product candidates.
• Create a large clinical pipeline. We reduce risk of failure by taking multiple `shots on goal'.

We are subject to risks common to pharmaceutical companies developing products, including risks inherent in our research, development and commercialization efforts, preclinical testing, clinical trials, uncertainty of regulatory and marketing approvals, uncertainty of market acceptance of our products, history of and expectation of future operating losses, reliance on collaborative partners, enforcement of patent and proprietary rights, and the need for future capital. In order for a product to be commercialized, we must conduct preclinical tests and clinical trials, demonstrate efficacy and safety of our product candidates to the satisfaction of regulatory authorities, obtain marketing approval, enter into manufacturing, distribution and marketing arrangements, build a U.S. commercial oncology franchise, obtain market acceptance and, in many cases, obtain adequate coverage of and reimbursement for our products from government and private insurers. We cannot provide assurance that we will generate revenues or achieve and sustain profitability in the future.

                                         Three Months Ended                    Nine Months Ended
                                              March 31,                             March 31,
                                      -----------------------    Percent    -----------------------   Percent
                                          2009        2008       Change        2009        2008        Change
------------------------------------  ----------- -----------  -----------  ----------- ----------- ------------
Research and development expenses     $4,626,000  $5,120,000      -10%     $10,815,000 $14,822,000      -27%

The decrease of 10% or $494,000 in research and development expenses for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008, was primarily due to a decrease of $437,000 in personnel costs due to lower headcount and a decrease of $599,000 in outside preclinical costs and a decrease of $141,000 in drug manufacturing costs associated with our HDAC, Btk and Factor VIIa programs, partially offset by an increase of $1,000,000 in expense associated with the amendment of our agreement with Celera Corporation (see Note 6).

We expect research and development expenses to decline in the fourth quarter of fiscal 2009 as compared to the third quarter of fiscal 2009.

The decrease of 27% or $4,007,000 in research and development expenses for the nine months ended March 31, 2009, as compared to the nine months ended March 31, 2008, was primarily due to a decrease of $1,727,000 in personnel costs due to lower headcount and a decrease of $1,376,000 in drug manufacturing costs and a decrease of $1,258,000 in outside preclinical costs associated with our HDAC, Btk and Factor VIIa programs, partially offset by an increase of $1,000,000 in expense associated with the amendment of our agreement with Celera Corporation (see Note 6).

Research and development costs are identified as either directly attributed to one of our research and development programs or as an indirect cost, with only direct costs being tracked by specific program. Direct costs consist of personnel costs directly associated with a program, preclinical study costs, clinical trial costs, and related clinical drug and device development and manufacturing costs, drug formulation costs, contract services and other research expenditures. Indirect costs consist of personnel costs not directly associated with a program, overhead and facility costs and other support service expenses. The following table summarizes our

24

principal product development initiatives, including the related stages of development for each product, the direct costs attributable to each product and total indirect costs for each respective period. The information in the column labeled "Estimated Completion of Phase" is our estimate of the timing of completion of the current in-process development phase. The actual timing of completion of those phases could differ materially from the estimates provided in the table. For a discussion of the risks and uncertainties associated with the timing and cost of completing a product development phase, see Part II, Item IA, "Risk Factors."

Prior to fiscal 1999, we did not track our research and development expenses by specific program and for this reason we cannot accurately estimate our total historical costs on a specific program basis. Direct costs by program and indirect costs are as follows:

                                                                                      Related R&D Expenses     Related R&D Expenses
                                                                                       Three Months Ended       Nine Months Ended
                                                                                            March 31,               March 31,
                                                                                    ----------------------- -------------------------
                                                                        Estimated
                                                     Phase of          Completion
Program                  Description                Development         of Phase        2009        2008        2009         2008
--------------- ----------------------------- ----------------------- ------------- ----------- ----------- ------------ ------------
HDAC Inhibitors Cancer                        Phase I/II              Unknown      $ 1,920,000 $ 1,122,000 $  2,945,000 $  2,964,000

Factor VIIa     Cancer                        Phase I/II              Unknown          425,000     483,000    1,090,000    1,801,000
Inhibitor

Btk Inhibitors  Cancer                        Phase I                 Unknown          786,000     950,000    2,332,000    2,511,000

MGd             Cancer                        Phase II                Unknown       $  213,000  $  662,000  $   892,000  $ 2,224,000
                                                                                    ----------- ----------- ------------ ------------
                Total direct costs.................................................  3,344,000   3,217,000    7,259,000    9,500,000
                Indirect costs.....................................................  1,282,000   1,903,000    3,556,000    5,322,000
                                                                                    ----------- ----------- ------------ ------------
                Total research and
                   development expenses............................................ $4,626,000  $5,120,000  $10,815,000  $14,822,000
                                                                                    =========== =========== ============ ============

                                         Three Months Ended                    Nine Months Ended
                                              March 31,                             March 31,
                                      -----------------------    Percent    ----------------------    Percent
                                          2009        2008       Change        2009        2008        Change
------------------------------------  ----------- -----------  -----------  ----------- -----------  ----------- 

General and administrative expenses   $1,789,000  $2,100,000      -15%     $ 7,102,000 $ 5,923,000      20%

The decrease of 15% or $311,000 in general and administrative expenses for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008, was primarily due to a decrease in personnel costs due to lower headcount.

The increase of 20% or $1,179,000 in general and administrative expenses for the nine months ended March 31, 2009, as compared to the nine months ended March 31, 2008, was primarily due to share-based compensation expense of $1,795,000 and $740,000 of severance expenses associated with separation agreements entered into with the company's former CEO and CFO in September 2008, partially offset by lower personnel costs of $861,000 due to lower headcount and a reduction of $477,000 in non-severance related share-based compensation expense.

We expect general and administrative expenses in the fourth quarter of fiscal 2009 to be approximately the same as the third quarter of fiscal 2009.

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Interest and Other Income, Net

                                         Three Months Ended                    Nine Months Ended
                                               March 31,                            March 31,
                                      -----------------------    Percent    -----------------------   Percent
                                          2009        2008       Change        2009        2008        Change
------------------------------------  ----------- -----------  -----------  ----------- ----------- ------------

Interest and other income, net        $ (250,000) $  240,000      -204%    $  (124,000)$ 1,075,000     -112%

The decrease of 204% or $490,000 in interest and other income, net for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008, was due to $250,000 of amortized debt discount related to the Note Payable and a reduction of approximately $230,000 in interest income due to lower average interest rates and lower investment balances.

The decrease of 112% or $1,199,000 in interest and other income, net for the nine months ended March 31, 2009, as compared to the nine months ended March 31, 2008, was due to $250,000 of amortized debt discount related to the Note Payable and a reduction of interest income due to lower average interest rates and lower investment balances.

Our principal sources of working capital have been private and public equity financings and proceeds from collaborative research and development agreements, as well as interest income.

As of March 31, 2009, we had approximately $11,465,000 in cash and cash equivalents. Net cash used in operating activities of $13,079,000 and $17,657,000 during the nine months ended March 31, 2009 and 2008, respectively, resulted primarily from our net loss, net of share-based compensation expenses, and an increase in accounts payable.

Net cash provided by investing activities of $4,511,000 in the nine months ended March 31, 2009 consisted primarily of proceeds from maturities and sales of marketable securities, partially offset by purchases of marketable securities. Net cash provided by investing activities of $21,947,000 in the nine months ended March 31, 2008, consisted primarily of proceeds from maturities and sales of marketable securities.

Net cash provided by financing activities of $7,773,000 in the nine months ended March 31, 2009 was primarily due to proceeds from $6,400,000 in loans and $1,371,000 in proceeds from the sale of approximately 1.5 million shares of common stock. Net cash provided by financing activities of $48,000 in the nine months ended March 31, 2008, was due to sales of stock under the company's employee stock purchase plan.

In December 2008, we borrowed $5,000,000 from Robert W. Duggan & Associates. In March 2009, the loan amount was increased to $6,400,000. See Note 8 for a description of the terms of this loan.

In April 2009, the company signed a collaboration agreement with Servier. On May 11, 2009, Pharmacyclics received the upfront payment of $10,450,000. Servier contractually withheld 5% from the upfront payment of $11,000,000 to pay for French withholding tax. Pharmacyclics is due to receive from Servier an additional guaranteed $4,000,000 for research collaboration over a 24 month period (see Note 13).

In February 2009, the company sold approximately 1.5 million unregistered shares of common stock for an aggregate purchase price of approximately $1,400,000.

In February 2007, we filed a registration statement on Form S-3 to offer and sell, from time to time, equity, debt securities and warrants in one or more offerings up to a total dollar amount of $100 million. We may seek to raise funds through additional public offerings in the future but cannot guarantee that such efforts will be successful.

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Our future contractual obligations at March 31, 2009 are as follows:

                                              Operating
                                                Lease            Note
                                             Commitments       Payable
                                           ---------------  -------------- 
Remaining 3 months of fiscal 2009 ......   $      224,000  $           --
Fiscal 2010.............................          763,000       6,400,000
Fiscal 2011 ............................          644,000              --
Fiscal 2012.............................          330,000              --
                                           ---------------  --------------
     Total .............................   $    1,961,000       6,400,000
                                           ===============
     Less unamortized original issue discount...............     (320,000)
                                                            --------------
     Total note payable....................................$    6,080,000
                                                            ==============

Based upon the current status of our product development plans, we believe that our existing cash, cash equivalents and marketable securities, including the Servier upfront payment, will be adequate to satisfy our capital needs through at least March 31, 2010. We expect research and development expenses, as a result of on-going and future clinical trials, to consume a large portion of our existing cash resources. Changes in our research and development plans or other changes affecting our operating expenses may affect actual future consumption of existing cash resources as well. In any event, we will need to raise substantial additional capital to fund our operations in the near future. Currently, we are seeking partnership collaborations to support the clinical development of our product candidates. We may also raise additional funds through the public or private sale of securities, bank debt or otherwise. If we are unable to secure additional funds, whether through partnership collaborations or sale of our securities, we will have to delay, reduce the scope of or discontinue one or more of our product development programs. Our actual capital requirements will depend on many factors, including the following:

• our ability to establish and the scope of any new collaborations;

• the progress and success of clinical trials of our product candidates; and

• the costs and timing of obtaining regulatory approvals.

Our estimate of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. The factors described above will impact our future capital requirements and the adequacy of our available funds. We cannot be certain that additional funding will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be highly dilutive, or otherwise disadvantageous, to existing stockholders and debt financing, if available, may involve restrictive covenants. Collaborative arrangements, if necessary to raise additional funds, may require us to relinquish rights to certain of our technologies, products or marketing territories. Our failure to raise capital when needed and on acceptable terms, would require us to reduce our operating expenses and would limit our ability to respond to competitive pressures or unanticipated requirements to develop our product candidates and to continue operations, any of which would have a material adverse effect on our business, financial condition and results of operations.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

This discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an on-going basis, we evaluate our estimates, including those related to revenue recognition and clinical trial accruals. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ significantly from these estimates under different assumptions or conditions and may adversely affect the financial statements.

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We believe the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of our financial statements and accompanying notes.

Revenues are recognized when persuasive evidence of an arrangement exists, title has transferred or services have been rendered, the price is fixed and determinable and collectibility is reasonably assured. License revenue is typically recognized over the term of the arrangement and milestone revenue is recognized when earned as evidenced by achievement of the specified milestone and the absence of any on-going obligation. License, milestone, contract and grant revenues are not subject to repayment. Any amounts received in advance of performance are recorded as deferred revenues.

We maintain investment portfolio holdings of various issuers, types and maturities. We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. At March 31, 2009, all of our investment securities are classified as available-for-sale as part of cash equivalents. Management assesses whether declines in the fair value of investment securities are other than temporary. If the decline in fair value is judged to be other than temporary, the cost basis of the individual security is written down to fair value and the amount of the write down is included in the statement of operations. In determining whether a decline is other than temporary, management considers the following factors:

• Length of the time and the extent to which the market value has been less than cost;
• The financial condition and near-term prospects of the issuer; and
• Our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

To date we have had no declines in fair value that have been identified as other than temporary.

Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. In instances where we enter into agreements with third parties for clinical trials, manufacturing and process development, research and other consulting activities, costs are expensed upon the earlier of when non-refundable amounts are due or as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

Our cost accruals for clinical trials are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers and clinical research organizations. In the normal course of business we contract with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events, the successful enrollment of patients, the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical trials are recognized based on our estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.

We adopted SFAS 123R, Share-Based Payments, effective beginning July 1, 2005 using the modified prospective application transition method. The modified prospective application transition method requires that companies recognize compensation expense on new share-based payment awards and existing share-based payment awards that are modified, repurchased, or cancelled after the effective date. Additionally, compensation cost of the portion of awards of which the requisite service has not been rendered that are outstanding as of the July 1, 2005 has been expensed as the requisite service was rendered.

Options granted pursuant to our 2004 Equity Incentive Award Plan vest upon the passage of time or a combination of time and the achievement of certain performance obligations. The Compensation Committee of the Board of Directors will determine if the performance conditions have been met. Share-based compensation expense for the options with performance obligations will be recorded when management believes that the vesting of these options is probable.

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The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model. Expected volatility is based on historical volatility data of the company's stock. The expected term of stock options granted is based on historical data and represents the period of time that stock options are expected to be outstanding. The expected term is calculated for and applied to one group of stock options as the company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The risk-free interest rate is based on a zero-coupon United States Treasury bond whose maturity period equals the expected term of the company's options.

Our exposure to interest rate risk relates primarily to our investment portfolio. Fixed rate securities may have their fair market value adversely impacted due to fluctuations in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. To achieve this objective, we invest in debt instruments of the U.S. Government and its agencies and high-quality corporate issuers, and, by policy, restrict our exposure to any single corporate issuer by imposing concentration limits. To minimize the exposure due to adverse shifts in interest rates, we maintain investments at an average maturity of generally less than two years. Assuming a hypothetical increase in interest rates of one percentage point, the fair value of our total investment portfolio as of March 31, 2009 would have declined by approximately $5,000.

(a) Evaluation of disclosure control and procedures: As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the third fiscal quarter of 2009, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Vice President, Finance and Administration (Principal Accounting and Financial Officer). Based upon that evaluation, our Chief Executive Officer and Principal Accounting and Financial Officer concluded that our disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Accounting and Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting: There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Not Applicable.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008, which have not materially changed other than as set forth below. Those risks, which could materially affect our business, financial condition or future results, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We have expended and will continue to expend substantial funds to complete the research, development and clinical testing of our products. We are unable to entirely fund these efforts with our current financial resources. Currently, we are actively seeking partnership collaborations to help fund the development of our product candidates. On April 16, 2009, we entered into a partnership with Servier. On May 11, 2009, Pharmacyclics received the upfront payment of $10.45 million. Pharmacyclics will also receive an additional guaranteed $4 million for research collaboration over a 24 month period, paid in equal increments every 6 months with the

29

initial payment due October 1, 2009. We may also raise additional funds through the public or private sale of securities, bank debt or otherwise.

If we are unable to secure additional funds, whether through additional partnership collaborations or sale of our securities, we will have to delay, reduce the scope of or discontinue one or more of our product development programs. Based upon the current status of our product development plans, we believe that our cash, cash equivalents and marketable securities will be adequate to satisfy our capital needs through at least March 31, 2010. We may, however, choose to raise additional funds before then. Our actual capital requirements will depend on many factors, including:

• our ability to establish new partnership collaboration arrangements and the timing of such arrangements;

• continued progress of our research and development programs;

• our ability to establish and maintain collaborative arrangements with third parties;

• progress with preclinical studies and clinical trials;

• the time and costs involved in obtaining regulatory approval;

• the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims;

• the amount and timing of capital equipment purchases; and

• competing technological and market developments.

In addition, our ability to raise additional capital may be dependent upon our stock being quoted on the NASDAQ Global Market. In the past, our stock price has fallen below the $1.00 minimum bid price requirement for continued listing set forth in NASDAQ Marketplace Rule 4450(a)(5). While we have since regained compliance with Marketplace Rule 4450(a)(5), we can not assure you that our stock price will continue to remain above the required minimum bid price. If we do not remain in compliance with the $1.00 minimum bid price requirement or any other NASDAQ listing requirement, our stock may be delisted by NASDAQ.

To maintain our listing on the NASDAQ Global Market, we are required, among other things, to either maintain stockholders' equity of at least $10 million or a market value of at least $50 million. We currently do not satisfy either of these requirements. The company received a deficiency notice from NASDAQ in February 2009. The company replied to the notice and received an extension until May 15, 2009 to regain compliance with either NASDAQ's stockholder equity or market value rules. While the company is exploring alternatives to regain compliance, there can be no assurance that it will be able to regain compliance by May 15, 2009. The company is also exploring the alternative of listing its shares on the NASDAQ Capital Market whose requirements the company believes it currently satisfies.

We also expect to raise any necessary additional funds through the public or private sale or securities, bank debt financings, collaborative arrangements with corporate partners or other sources that may be highly dilutive or otherwise disadvantageous, to existing stockholders or subject us to restrictive covenants. In addition, in the event that additional funds are obtained through arrangements with collaborative partners or other sources, such arrangements may require us to relinquish rights to some of our technologies, product candidates or products under development that we would otherwise seek to develop or commercialize ourselves. Additional funds may not be available on acceptable terms, if at all. Our failure to raise capital when needed and on acceptable terms would require us to reduce our operating expenses, delay or reduce the scope of or eliminate one or more of our research or development programs and would limit our ability to respond to competitive pressures or unanticipated requirements and to continue operations. Any one of the foregoing would have a material adverse effect on our business, financial condition and results of operations.

On February 19, 2009, the company sold approximately 1.5 million shares of common stock, at $0.93 per share for an aggregate purchase price of approximately $1.4 million. The purchasers of the shares were certain foreign and U.S. individuals and entities of which some are shareholders of Pacific Biopharma Group, Ltd. ("PBG"), a Cayman Islands company located in San Bruno California and Taizhou, Jiangsu Province, People's Republic of China. Each investor acted individually and did not purchase shares for the account of PBG or any other affiliated company. Glenn Rice, our President and Chief Operating Officer, is a principal of PBG but did not participate in the transaction.

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The sale of the Shares as described above were deemed to be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder ("Regulation S"), as transactions by an issuer not involving a public offering. The recipients of the Shares represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and instruments issued in the sale of shares. All recipients either received adequate information about the Registrant or had adequate access, through their relationship with the Registrant, to information about the Registrant. In addition, the Non-U.S. investors also represented to the Registrant all appropriate representations required by Regulation S and the Registrant complied with all appropriate provisions of Regulation S.

The company intends to use the proceeds from the sale of the shares for working capital and general corporate purposes.

Not Applicable.

Not Applicable.

Not Applicable.

		4.1	Form of Stock Purchase Agreement related to the February 19, 2009 sale of approximately 1.5 million shares of the Company's common stock to certain foreign and U.S. individuals and entities of which some are shareholders of Pacific Biopharma Group, Ltd.
		10.1*	Amendment No. 2 to Assignment Agreement by and between Pharmacyclics, Inc. and Celera Corporation dated March 2, 2009.
		10.2*	Amendment No. 3 to Assignment Agreement by and between Pharmacyclics, Inc. and Celera Corporation dated March 30, 2009.
		10.3	Amendment No. 1 to Loan Agreement entered into between the Company and Robert W. Duggan & Associates dated as of March 31, 2009.
		10.4	Offer letter dated February 2, 2009 by and between the Company and Glenn C. Rice, Ph.D.
		10.5	Offer letter dated February 5, 2009 by and between the Company and Rainer M. Erdtmann.
		10.6	Offer letter dated February 26, 2009 by and between the Company and Ahmed Hamdy, M.B.B.Ch.
		31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
		31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer.
		32.1	Section 1350 Certification of Principal Executive Officer and Principal Accounting and Financial Officer.
			* Confidential treatment has been requested as to certain portions of this agreement.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBITS INDEX