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Delaware
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2836
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52-0845822
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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2.1
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First
Asset Purchase Agreement dated March 11, 2003, by and between the
Company
and ISI.(1)
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2.2
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Second
Asset Purchase Agreement dated March 11, 2003, by and between the
Company
and ISI.(1)
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3.1
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Amended
and Restated Certificate of Incorporation of the Company, as amended,
along with Certificates of Designations.
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3.1.1
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Series
E Preferred Stock.
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3.2
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By-laws
of Registrant, as amended.
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4.1
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Specimen
certificate representing our Common Stock.
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4.2
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Rights
Agreement, dated as of November 19, 2002, between the Company and
Continental Stock Transfer & Trust Company. The Right Agreement
includes the Form of Certificate of Designation, Preferences and
Rights of
the Series A Junior Participating Preferred Stock, the Form of Rights
Certificate and the Summary of the Right to Purchase Preferred
Stock.(2)
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4.3
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Form
of 6% Convertible Debenture of the Company issued in March
2003.(1)
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4.4
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Form
of Warrant for Common Stock of the Company issued in March
2003.(1)
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4.5
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Form
of Warrant for Common Stock of the Company issued in June
2003.(3)
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4.6
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Form
of 6% Convertible Debenture of the Company issued in July
2003.(4)
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4.7
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Form
of Warrant for Common Stock of the Company issued in July
2003.(4)
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4.8
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Form
of 6% Convertible Debenture of the Company issued in October
2003.(5)
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4.9
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Form
of Warrant for Common Stock of the Company issued in October
2003.(5)
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4.10
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Form
of 6% Convertible Debenture of the Company issued in January
2004.(6)
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4.11
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Form
of Warrant for Common Stock of the Company issued in January
2004.(6)
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4.12
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Form
of Warrant for Common Stock of the Company. (9)
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4.13
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Amendment
Agreement, effective October 6, 2005, by and among the Company and
debenture holders.(11)
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4.14
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Form
of Series A amended 7% Convertible Debenture of the Company (amending
Debenture due October 31, 2005).(11)
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4.15
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Form
of Series B amended 7% Convertible Debenture of the Company (amending
Debenture issued on January 26, 2004 and due January 31,
2006).(11)
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4.16
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Form
of Series C amended 7% Convertible Debenture of the Company (amending
Debenture issued on July 13, 2004 and due January 31,
2006).(11)
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4.17
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Form
of Warrant issued effective October 6, 2005 for Common Stock of the
Company.(11)
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5.1
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Opinion
of Silverman Sclar Shin & Byrne PLLC, legal
counsel.*
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10.1
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1990
Stock Option Plan.
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10.2
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1992
Stock Option Plan.
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10.3
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1993
Employee Stock Purchase Plan.
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10.4
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Form
of Confidentiality, Invention and Non-Compete
Agreement.
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10.5
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Form
of Clinical Research Agreement.
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10.6
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Form
of Collaboration Agreement.
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10.7
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Amended
and Restated Employment Agreement by and between the Company and
Dr.
William A. Carter, dated as of July 1, 1993. (7)
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10.8
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Employment
Agreement by and between the Registrant and Robert E. Peterson, dated
April 1, 2001.
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10.9
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License Agreement by and between the Company and The Johns Hopkins University, dated December 31, 1980. |
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10.10
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Technology
Transfer, Patent License and Supply Agreement by and between the
Company,
Pharmacia LKB Biotechnology Inc., Pharmacia P-L Biochemicals Inc.
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and
E.I. du Pont de Nemours and Company, dated November 24,
1987.
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10.11
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Pharmaceutical
Use Agreement, by and between the Company and Temple University,
dated
August 3, 1988.
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10.12
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Assignment
and Research Support Agreement by and between the Company, Hahnemann
University and Dr. David Strayer, Dr. lsadore Brodsky and Dr. David
Gillespie, dated June 30, 1989.
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10.13
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Lease
Agreement between the Company and Red Gate Limited Partnership, dated
November 1, 1989, relating to the Company's Rockville, Maryland
facility.
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10.14
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Agreement
between the Company and Bioclones (Proprietary)
Limited.
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10.15
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Amendment,
dated August 3, 1995, to Agreement between the Company and Bioclones
(Proprietary) Limited (contained in Exhibit 10.14).
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10.16
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Licensing
Agreement with Core BioTech Corp.
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10.17
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Licensing
Agreement with BioPro Corp.
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10.18
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Licensing
Agreement with BioAegean Corp.
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10.22
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Agreement
with Esteve.
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10.23
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Agreement
with Accredo (formerly Gentiva) Health Services.
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10.24
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Agreement
with Biovail Corporation International.
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10.22
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Forbearance
Agreement dated March 11, 2003, by and between ISI, the American
National
Red Cross and the Company.(1)
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10.23
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Forbearance
Agreement dated March 11, 2003, by and between ISI, GP Strategies
Corporation and the Company.(1)
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10.24
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Securities
Purchase Agreement, dated March 12, 2003, by and among the Company
and the
Buyers named therein.(1)
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10.25
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Registration
Rights Agreement, dated March 12, 2003, by and among the Company
and the
Buyers named therein.(1)
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10.26
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Securities
Purchase Agreement, dated July 10, 2003, by and among the Company
and the
Buyers named therein.(4)
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10.27
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Registration
Rights Agreement, dated July 10, 2003, by and among the Company and
the
Buyers named therein.(4)
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10.28
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Securities
Purchase Agreement, dated October 29, 2003, by and among the Company
and
the Buyers named therein.(5)
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10.29
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Registration
Rights Agreement, dated October 29, 2003, by and among the Company
and the
Buyers named therein.(5)
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10.30
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Securities
Purchase Agreement, dated January 26, 2004, by and among the Company
and
the Buyers named therein.(6)
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10.31
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Registration
Rights Agreement, dated January 26, 2004, by and among the Company
and the
Buyers named therein.(6)
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10.32
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Memorandum
of Understanding with Fujisawa. (8)
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10.33
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Securities
Purchase Agreement, dated July 30, 2004, by and among the Company
and the
Purchasers named therein.(9)
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10.34
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Registration
Rights Agreement, dated July 30, 2004, by and among the Company and
the
Purchasers named therein. (9)
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10.35
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Agreement
for services of R. Douglas Hulse, (12)
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10.36
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Amended
and Restated Employment Agreement of Dr. William A. Carter.
(10)
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10.37
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Engagement
Agreement with Dr. William A. Carter. (10)
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10.38
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Amended
and restated employment agreement of Dr. William A. Carter
(12)
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10.39
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Amended
and restated engagement agreement with Dr. William A. Carter
(12)
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10.40
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Amended
and restated engagement agreement with Robert E. Peterson
(12)
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10.41
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Engagement
Agreement with Ransom W. Etheridge (12)
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10.42
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Change
in control agreement with Dr. William A. Carter (12)
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10.43
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Change
in control agreement with Dr. William A. Carter (12)
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10.44
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Change
in control agreement with Robert E. Peterson (12)
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10.45
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Change
in control agreement with Ransom Etheridge (12)
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10.46
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Supply
Agreement with Hollister-Stier Laboratories LLC
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10.47
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Manufacturing
and Safety Agreement with Hyaluron, Inc.
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10.48
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Common
Stock Purchase Agreement, dated July 8, 2005, by and among the Company
and
Fusion Capital.(13)
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10.49
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Registration
Rights Agreement, dated July 8, 2005, by and among the Company and
Fusion
Capital.(13)
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10.48
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Common
Stock Purchase Agreement, dated April 12, 2006, by and among the
Company
and Fusion Capital.(14)
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10.49
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April
19, 2006 Amendment to Common Stock Purchase Agreement by and among
the
Company and Fusion Capital.
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10.50
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July
21, 2006 Letter Amendment to Common Stock Purchase Agreement by and
among
the Company and Fusion Capital.
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10.51
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Registration
Rights Agreement, dated April 12, 2006, by and among the Company
and
Fusion Capital.(14)
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10.52
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Royalty
Purchase Agreement with Stem Cell Innovations, Inc.
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21
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Subsidiaries
of the Registrant.
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23.1
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Consent
of BDO Seidman, LLP.**
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23.2
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Consent
of Silverman Sclar Shin & Byrne PLLC, legal counsel (included in
Exhibit 5.1).
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24.1
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Powers
of Attorney (included in Signature Pages to this Registration Statement
on
Form S-1).
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*
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Filed
herewith.
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**
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Previously
filed.
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(1)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated March 12, 2003 and
is
hereby incorporated by reference.
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(2)
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Filed
with the Securities and Exchange Commission on November 20, 2002
as an
exhibit to the Company’s Registration Statement on Form 8-A (No. 0-27072)
and is hereby incorporated by
reference.
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(3)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated June 27, 2003 and
is hereby
incorporated by reference.
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(4)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated July 14, 2003 and
is hereby
incorporated by reference.
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(5)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated October 30, 2003 and
is
hereby incorporated by reference.
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(6)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated January 27, 2004 and
is
hereby incorporated by reference.
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(7)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
quarterly report on Form 10-Q (No. 1-13441) for the period ended
September
30, 2001 and is hereby incorporated by
reference.
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(8)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Form S-1 Registration Statement (No. 333-113796) and is hereby
incorporated by reference.
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(9)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated August 6, 2004 and
is
hereby incorporated by reference.
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(10)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated September 15, 2004
and is
hereby incorporated by reference.
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(11)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K/A-1 (No. 1-13441) filed on October 28,
2005 and
is hereby incorporated by
reference.
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(12)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
annual report on Form 10-K (No. 1-13441) for the year ended December
31,
2004 and is hereby incorporated by
reference.
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(13)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated September 15, 2005
and is
hereby incorporated by reference.
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(14)
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Filed
with the Securities and Exchange Commission as an exhibit to the
Company’s
Current Report on Form 8-K (No. 1-13441) dated April 12, 2006 and
is
hereby incorporated by
reference.
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| By: |
/s/William
A. Carter
William
A. Carter, M.D.,
Chief
Executive Officer
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Signature
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Title
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Date
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/s/William
A. Carter
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Chairman
of the Board, Chief Executive Officer
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William
A. Carter, M.D.
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(Principal
Executive) and Director
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August
4, 2006
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*
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Director
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Richard
C. Piani
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August
4, 2006
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*
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Chief
Financial Officer and Chief Accounting Officer
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Robert
E. Peterson
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August
4, 2006
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*
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Secretary,
General Counsel And Director
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Ransom
W. Etheridge
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August
4, 2006
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*
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Director
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William
M. Mitchell, M.D., Ph.D.
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August
4, 2006
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*
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Director
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Steven
D. Spence
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August
4, 2006
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*
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Director
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Iraj-Eqhbal
Kiani, M.D.
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August
4, 2006
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| * By: |
/s/
William A. Carter
William
A. Carter, M.D.,
Attorney-in-Fact
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