Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 11, 2009, we expanded the size of our Board of Directors to provide for an 11 director Board, and the Board elected Pedro Lichtinger as a director.

Pedro Lichtinger, 55, served as an executive of Pfizer, Inc. from 1995 to 2009, including as President of Pfizer's Global Primary Care Unit from 2008 to 2009, Area President, Europe from 2006 to 2008, President, Global Animal Health from 1999 to 2006, and Regional President Europe Animal Health from 1995 to 1999. Before joining Pfizer, Mr. Lichtinger was an executive of Smith Kline Beecham, last serving as Senior Vice President Europe from 1987 to 1995. Mr. Lichtinger holds an MBA degree from the Wharton School of Business and an Engineering degree from the National University of Mexico.

Compensation

As a non-employee director, Mr. Lichtinger will receive an Annual Fee of $15,000 in cash, plus $1,000 for each regular or special meeting of the Board of Directors he attends, and options to purchase 20,000 common shares under our 2002 Stock Option Plan, as amended.

The Annual Fee of cash will be paid, and the stock options granted will vest and become exercisable, in four equal quarterly installments, provided that the non-employee director remains a director on the last day of the applicable quarter. The options will expire if not exercised five years from the date of grant. The exercise price of the options granted to Mr. Lichtinger is $3.45 per share.

Committees of the Board of Directors

On August 11, 2009, the Board of Directors selected directors to serve on the Audit Committee, the Nominating/Corporate Governance Committee, and the Compensation Committee.

The members of the Audit Committee are: Arnold I. Burns, Robert N. Butler, and Abraham E. Cohen. Mr. Burns will serve as Chairman of the Audit Committee.

---

The members of the Nominating/Corporate Governance Committee are Neal C. Bradsher, Robert N. Butler, and Abraham E. Cohen. Mr. Bradsher will serve as Chairman of the Nominating/Corporate Governance Committee.

The members of the Compensation Committee are: Arnold I. Burns, Robert N. Butler, and Pedro Lichtinger. Dr. Butler will serve as Chairman of the Compensation Committee.