On November 5, 2008, David Loury, the Company's Vice President, Pre-Clinical Sciences and a named executive officer entered into a severance benefit agreement with the Company, pursuant to which the Company shall provide Mr. Loury a severance benefit of one year base salary, payable in equal installments in accordance with the Company's normal payroll practices, in the event the Company terminates his employment without cause and subject to the satisfaction of other conditions specified in an agreement between the Company and Mr. Loury. In addition, effective November 1, 2008, Mr. Loury's base salary was increased to $295,000 per year. Mr. Loury was also granted a stock option under the Company's 2004 Incentive Award Plan exercisable for 200,000 shares of Company's common stock at an exercisable price per share equal to $1.35. The stock option will vest as to 20% of the shares on the first anniversay of the grant date, and 20% of the shares will vest on each successive annual anniversary of the grant date during Mr. Loury's continued employment. The maximum term of the stock option is ten (10) years, subject to earlier termination in the event of Mr. Loury's cessation of employment with the Company.

The foregoing description is qualified in its entirety by reference to the Registrant's Benefit Agreement and Offer Letter, which are included as exhibits hereto and are incorporated herein by reference.

(d) Exhibits.

                    Exhibit No.    Description
                       10.1        Severance benefit agreement dated November 5, 2008 by
                                   and between the Company and David J. Loury, Ph.D.
                       10.2        Offer letter dated April 13, 2006 by and between the
                                   Company and David J. Loury, Ph.D.