10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT of 1934

For the fiscal year ended December 31, 2007 or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 

EXCHANGE ACT OF 1934

For the transition period from
_____
to
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Commission file number 0-26775

	Samaritan Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
Nevada	88-0431538
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or organization)

101 Convention Center Drive, Suite 310, Las Vegas, Nevada 89109
(Address of Principal Executive Offices)	(Zip Code)

(702) 735-7001
Issuer's telephone number
Securities to be registered Pursuant to Section 12(b) of the Act:	None

Securities Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller reporting company |X|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of Act). Yes |_| No |X| The aggregate market value of Common Stock held by non-affiliates as of June 30, 2007 was $20,179,310. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.

The Company had 30,762,672 common shares issued and outstanding as of March 27, 2008.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

FORWARD LOOKING STATEMENTS

This document and the documents incorporated by reference herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Also, our Company management may make forward-looking statements orally or in writing to investors, analysts, the media and others. Forward-looking statements express our expectations or predictions of future events or results. They are not guarantees and are subject to many risks and uncertainties. There are a number of factors that could cause actual events or results to be significantly different from those described in the forward-looking statements. Forward-looking statements might include one or more of the following:

• anticipated results of financing activities;

• anticipated clinical trial timelines or results;

• anticipated research and product development results;

• projected regulatory timelines;

• descriptions of plans or objectives of management for future operations, products or services;

• anticipated agreements with marketing partners;

• forecasts of future economic performance; and

• descriptions or assumptions underlying or relating to any of the above items.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts or events. They use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “opportunity”, “plan”, “potential”, “believe” or words of similar meaning. They may also use words such as “will”, “would”, “should”, “could” or “may.”

We obtained the market data and industry information contained in this Annual Report on Form 10-K from internal surveys, estimates, reports and studies, as appropriate, as well as from market research, publicly available information and industry publications. Although we believe our internal surveys, estimates, reports, studies and market research, as well as industry publications are reliable, we have not independently verified such information, and as such, we do not make any representation as to its accuracy.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We do not intend to update any of the forward-looking statements after the date of this report to conform such statements to actual results except as required by law. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully consider that information before you make an investment decision. You should review carefully the risks and uncertainties identified in this report. This annual report will not be updated as a result of new information or future events.

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Table of Contents
Part I
Item 1. Business	4
Item 1A. Risk Factors	16
Item 1B. Unresolved Staff Comments	25
Item 2. Properties	25
Item 3. Legal Proceedings	25
Item 4. Submission of Matters to a Vote of Security Holders	25
Part II
Item 5. Market For Registrant's Common Equity, Related Stockholder Matters
and Issuer's Purchases of Equity Securities	25
Item 6. Selected Financial Data	27
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations	28
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	41
Item 8. Financial Statements and Supplementary Data	41
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure	41
Item 9A (T). Controls and Procedures	41
Item 9B. Other Information	42
Part III
Item 10. Directors, Executive Officers and Corporate Governance	43
Item 11. Executive Compensation	47
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters	55
Item 13. Certain Relationships and Related Transactions, and Director Independence	57
Item 14. Principal Accounting Fees and Services	57
Part IV
Item 15. Exhibits, Financial Statement Schedules	59
Signatures

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PART I

ITEM 1. BUSINESS

Samaritan Pharmaceuticals, Inc. (including the subsidiaries, referred to as Samaritan, the "Company", "its", "we", and "our"), formed in September 1994, is an entrepreneurial biopharmaceutical company, focused on commercializing innovative therapeutic products to relieve the suffering of patients with Alzheimer's disease; cancer; cardiovascular disease, HIV, and Hepatitis C; as well as, commercializing its acquired marketing and sales rights, to sell fifteen (15) marketed revenue-generating products, in Greece, and/or various Eastern European countries.

Samaritan has partnered its oral entry inhibitor HIV drug SP-01A, a drug that has demonstrated safety and efficacy, in Phase II clinical trials, with Pharmaplaz, Ireland to advance to Phase III clinical trials. In addition, Samaritan aims to commercialize three (3) market drug candidates with late-stage preclinical development programs. Samaritan is evaluating the use of Caprospinol, SP-233 in Alzheimer's disease patients; the use of SP-1000 with acute coronary disease patients; and the use of SP-30 as an "oral treatment" for Hepatitis C patients.

Commercialization Business Model

Our commercialization business model is focused dually on, the partnering of our promising innovative products to pharmaceutical companies; and the acquisition of the marketing and sales rights to revenue-generating marketed products for sales in Greece and Eastern Europe. This model allows Samaritan to focus on our core competencies in drug discovery and drug development. Samaritan seeks to bring its promising innovative therapeutics to Phase II proof of concept clinical trials, and partner compelling drugs before costly Phase III clinical trials. Potential revenue streams with this model could include up-front fees, milestone payments, and participation in the marketing success of partnered products through royalties. In addition, Samaritan licenses branded approved specialty drug products, and its sales and marketing force, registers and commercializes specialty drugs in the niche territories of Greece and Eastern Europe to ge nerate revenue with the goal of eventually sustaining the Company. Our business model is entirely focused on achieving growth and maximizing value for the benefit of our investors.

Marketed Products

Samaritan has collaborative relationships with other pharmaceutical companies to commercialize branded approved prescription products in selected niche territories, such as, in Greece, Albania, Bosnia, Bulgaria, Croatia, Cyprus, Czech Republic, Egypt, FYROM, Hungary, Montenegro, Poland, Romania, Serbia, Slovakia, Slovenia, Syria and Turkey. We use our expertise to register approved drugs with regulatory agencies in the country we have acquired the rights for; and then, upon regulatory approval, we distribute, market and sell these products. Currently, we have in-licensed the rights to sell fifteen (15) drugs, Amphocil from Three Rivers Pharmaceuticals, Elaprase and Replagal from Shire Pharmaceuticals, Infasurf from Ony, Inc, Erwinase, Kidrolase, and the Rapydan pain patch from EUSA, Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, Oramorph and Pethidine from Molteni Farmaceutici and Abioklad from Abiogen Pharma. Our efforts are focused on specialist physicians in private practice or at hospitals and major medical centers in our territories. Below is a description of our in-licensed products.

ABIOKLAD(R)

ABIOKLAD(R) (Disodium Clodronate) is a bisphosphonate that binds to calcium and inhibits osteoclastic bone resorption, crystal formation and dissolution, resulting in a reduction of bone turnover. ABIOKLAD(R) is indicated for the control of malignancy-associated hypercalcemia (high levels of calcium in blood), the inhibition of osteolysis (degeneration of bone tissue) resulting malignant tumors and the decrease of bone pain.

ABIOKLAD(R) is an approved FDA prescription product owned by Abiogen Pharmaceuticals, Inc. and marketed by Abiogen Pharmaceuticals, Inc. in the US. Samaritan signed an exclusive distribution deal for Greece and Cyprus with Abiogen Pharmaceuticals on March 14, 2008.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for ABIOKLAD(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

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AMPHOCIL(R)

AMPHOCIL(R) is a lipid form of amphotericin B indicated for the treatment of invasive aspergillosis, a life threatening systemic fungal infection. AMPHOCIL(R) is indicated for the treatment of severe systemic and/or deep mycoses in cases where toxicity or renal failure precludes the use of conventional amphotericin B in effective doses, and in cases where prior systemic antifungal therapy has failed. Fungal infections successfully treated with AMPHOCIL(R) include disseminated candidiasis and aspergillosis. AMPHOCIL(R) has been used successfully in severely neutropenic patients.

AMPHOCIL(R) is an approved FDA prescription product owned by Three Rivers Pharmaceuticals, Inc. and marketed by Three Rivers Pharmaceuticals, Inc. in the US. Samaritan signed an exclusive distribution deal for Greece and Cyprus with Three Rivers on December 14, 2005. Three Rivers added the territory of Ireland to Samaritan's existing exclusive licensing agreement to market Amphocil in Greece and Cyprus in October 2007.

Currently, Samaritan is marketing AMPHOCIL(R) in Greece.

ELAPRASE(R)

ELAPRASE(R) is a human enzyme replacement therapy for the treatment of Hunter syndrome, also known as Mucopolysaccharidosis II (MPS II). Hunter syndrome is a rare, life-threatening genetic condition that results from the absence or insufficient levels of the lysosomal enzyme iduronate-2-sulfatase. Without this enzyme, cellular waste products accumulate in tissues and organs, which then begin to malfunction.

ELAPRASE(R) was granted marketing authorization for the long-term treatment of patients with Hunter's disease by the European Commission in January 2007. ELAPRASE(R) is the first, and only, enzyme replacement therapy for Hunter's disease patients and was launched in the U.S. in July 2006.

On December 19, 2007, the Company received pricing approval for ELAPRASE from the Greek Ministry of Development. On March 1, 2007, Samaritan signed an exclusive licensing agreement with Shire Human Genetic Therapies (SHPGY.O) to market and sell Elaprase in Greece and Cyprus.

Currently, Samaritan is marketing ELAPRASE(R) in Greece.

ERWINASE(R)

ERWINASE(R) is indicated for the treatment of Acute Lymphoblastic Leukemia (ALL). Asparagine is an amino acid that is essential for cell growth; it is produced by most cells, but not all blood cells. Mutated (cancer) cells in ALL rely on asparagine circulating in the blood for growth. L-sparaginase is an enzyme that lowers circulating asparagine levels in the blood thereby depriving the mutated blood cells of asparagine and inhibiting their growth.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Erwinase(R) in Greece and Cyprus. Erwinase(R) is an approved FDA prescription product and is owned by EUSA Pharma. and marketed by EUSA Pharma, in the U.S.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for Erwinase® with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

INFASURF(R)

INFASURF(R) treats and prevents Respiratory Distress Syndrome (RDS). This syndrome occurs when infants lack surfactant, a natural substance normally produced in the body, which is necessary for lungs to function normally. INFASURF(R) is used exclusively in hospitals with a neonatal intensive care unit (NICU) and is administered by neonatologists, neonatal nurses, neonatal nurse practitioners and respiratory therapists.

On January 16, 2007, Samaritan signed an exclusive agreement with Siraeo, Ltd for the marketing and distribution of the product INFASURF(R) in Turkey, Serbia, Bosnia, Macedonia, Albania, Egypt and Syria. INFASURF(R) is an approved FDA prescription product owned by ONY, Inc. and marketed by Forest Laboratories in the U.S.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for INFASURF(R) with regulatory authorities in Turkey, Serbia, Bosnia, F.Y.R.O.M., Albania, Egypt and Syria to gain country marketing authorization drug approval.

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KIDROLASE(R)

KIDROLASE(R) is indicated in the treatment of Acute Lymphoblastic Leukemia. Asparagine is an amino acid that is essential for cell growth; it is produced by most cells, but not all blood cells. Mutated (cancer) cells in ALL rely on asparagine circulating in the blood for growth. L-Asparaginase is an enzyme that lowers circulating asparagine levels in the blood thereby depriving the mutated blood cells of asparagine and inhibiting their growth.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Kidrolase(R) in Greece and Cyprus. Kidrolase(R) is an approved FDA prescription product and is owned by EUSA Pharma and marketed by EUSA Pharma, in the U.S.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for Kidrolase(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

MEPIVAMOL(R)

MEPIVAMOL(R) (Mepivacaine) is an effective and reliable local anesthetic of intermediate duration and low systemic toxicity. It is widely used for regional anesthetic procedures such as IVRA, infiltration, epidural blockade, plexus and peripheral nerve blockade. MEPIVAMOL(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Farmaceutici, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of MEPIVAMOL(R) in the countries of Greece and Cyprus.

Currently, Samaritan Pharmaceuticals is utilizing the Italian Ministry of Health approved regulatory file in preparing marketing applications for MEPIVAMOL(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

METHADONE HCL(R)

METHADONE HCL(R) is an opiate agonist. METHADONE HCL(R) prevents heroin or morphine from interacting with receptors for natural painkillers called endorphins, blocking the effects of the addictive drugs and reducing the physical cravings. METHADONE HCL(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Pharmaceuticals, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of METHADONE HCL(R) in the countries of Greece and Cyprus.

Currently, METHADONE HCL(R) can only be sold in Greece and Cyprus via a centralized government tender. Samaritan is preparing a tender application for the next request by Greek authorities for applications.

MORPHINE SULPHATE(R)

MORPHINE SULPHATE(R) (Injectable Formulation) relieves moderate to severe pain by binding to brain receptors. Morphine Sulphate may be used to control the pain following surgery, child birth, and other procedures. It may also be used to treat the pain associated with cancer, heart attacks, sickle cell disease and other medical conditions.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of MORPHINE SULPHATE(R) in the countries of Greece and Cyprus.

Currently, MORPHINE SULPHATE(R) can only be sold in Greece and Cyprus via a centralized government tender. Samaritan has prepared a tender application for the next request by Greek authorities for applications. Samaritan has received its first tender purchase order of Morphine Sulfate from the Institute of Pharmaceutical Research and Technology (IFET).

NALOXONE MOLTENI(R)

NALOXONE MOLTENI(R) is an opioid antagonist which reverses the effects of opioid overdose, for example heroin and morphine overdose. Specifically, Naloxone is used in opioid overdoses for countering life-threatening depression of the central nervous system and respiratory system.

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On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of NALOXONE MOLTENI(R) in the countries of Greece and Cyprus.

Currently, NALOXONE(R) will be sold and distributed by Samaritan on a named patient basis until the pricing and the reimbursement of NALOXONE(R) is established in Greece and Cyprus, with the relevant regulatory authorities.

NALTREXONE MOLTENI(R)

NALTREXONE MOLTENI(R) is an opioid antagonist which is used to help people who have a narcotic or alcohol addiction stay drug free. NALTREXONE MOLTENI(R) is used after the patient has stopped taking drugs or alcohol. It works by blocking the effects of narcotics or by decreasing the craving for alcohol.

NALTREXONE MOLTENI(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Farmaceutici, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of NALTREXONE MOLTENI(R) in the countries of Greece and Cyprus.

Currently, Samaritan Pharmaceuticals is utilizing the Italian Ministry of Health approved regulatory file in preparing marketing applications for NALTREXONE MOLTENI(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

ORAMORPH(R)

ORAMORPH(R) is morphine sulphate in an oral solution and is used for managing moderate to severe chronic pain for more than a few days. It works by dulling the pain perception center in the brain. ORAMORPH(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is marketed by Molteni in Italy.

ORAMORPH(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Farmaceutici, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of ORAMORPH(R) in the countries of Greece and Cyprus.

Currently, Oramorph has a Greek marketing authorization. Oramorph can only be sold in Greece via a centralized government tender. Samaritan is preparing a tender application for the next request by Greek authorities for applications.

PETHIDINE(R)

PETHIDINE(R) is indicated for the treatment of moderate to severe pain, and may be prescribed as a preoperative medication, support of anesthesia, and obstetric analgesia.

Samaritan has received its first tender purchase order of Pethidine from the Institute of Pharmaceutical Research and Technology (IFET). On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of PETHIDINE(R) in the countries of Greece and Cyprus.

Currently, Pethidine® can only be sold in Greece and Cyprus via a centralized government tender. Samaritan is preparing a tender application for the next request by Greek authorities for applications.

RAPYDAN(R)

RAPYDAN(R) is indicated for local dermal analgesia on intact skin, and consists of a thin, uniform, local anesthetic formulation with an integrated, oxygen-activated heating component that is intended to enhance the delivery of the local anesthetic. The drug formulation is a eutectic mixture of lidocaine 70 mg and tetracaine 70 mg. Rapydan(R) is indicated to provide local dermal analgesia for superficial venous access and superficial dermatological procedures such as excision, electrodessication and shave biopsy of skin lesions.

On August 3, 2007, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Rapydan(R) in Greece and Cyprus. Rapydan(R) is an approved FDA prescription product under the name SYNERA(R) and is owned by ZARS Pharmaceuticals, Inc. and marketed by Endo Pharmaceuticals, Inc. in the US.

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Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for Rapydan® with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

REPLAGAL(R)

REPLAGAL(R) is a long-term enzyme replacement therapy used to treat patients with a confirmed diagnosis of Fabry Disease. Fabry Disease is caused by a deficiency of an enzyme, alpha-galactosidase A (also called ceramidetrihexosidase), involved in the breakdown of fats.

Replagal(R) will be sold and distributed by Samaritan on a named patient basis until the pricing and the reimbursement of Replagal(R) is established in Greece and Cyprus, with the relevant regulatory authorities.

On April 13, 2007, Samaritan signed an exclusive licensing agreement with Shire Pharmaceuticals for the marketing and sale of Replagal(R) in Greece and Cyprus.

Sales and Marketing

We in-license products that focus on targeting healthcare providers, managed healthcare organizations, specialty distribution companies, government purchasers, and payers.

Product Candidates

A significant portion of our operating expenses are related to the research and development of investigational-stage product candidates. Research and development expenses were $1,733,194 in 2007, $4,667,053 in 2006, and $3,456,301 in 2005.

We currently focus our research and development efforts in the therapeutic areas of Alzheimer's, cancer, cardiovascular and infectious diseases. Any of our programs in these disease areas could become more significant to us in the future, but there can be no assurance that any program in development or investigation will generate viable marketable products. As such, we continually evaluate all product candidates and may, from time to time, discontinue the development of any given program and focus our attention and resources elsewhere. We may choose to address new opportunities for future growth in a number of ways including, but not limited to, internal discovery and development of new products, out licensing and in-licensing of products and technologies, and/or acquisition of companies with products and/or technologies. Any of these activities may require substantial research and development efforts and expenditure of significa nt amounts of capital. The following summarizes our current product candidate programs with relevant out-licensing deals that the Company has completed.

Alzheimer's disease

SP-233

Caprospinol (SP-233) is a novel Alzheimer's drug candidate that Samaritan believes has the potential to clear beta-amyloid plaque from the brain; a problem that most researchers today believe is the cause of Alzheimer's. Samaritan filed an IND application for Caprospinol on October 30, 2006 and was subsequently granted an IND number by the FDA. The Company believes that Caprospinol could be a significant breakthrough in the treatment of Alzheimer's, and plans to provide the information requested by the FDA in order to continue moving our Caprospinol development program forward.

On December 7, 2006, Samaritan announced that the U.S. Food and Drug Administration (FDA) has completed its regulatory review of our IND (Investigational New Drug) application for Caprospinol and has requested that additional information be submitted in support of the safety of Caprospinol, prior to initiating Samaritan's proposed Phase I clinical study. Samaritan is currently performing additional studies to submit and support the IND submitted to the FDA.

Cardiovascular

SP-1000

SP-1000 is a fast-acting peptide that can be used to clean the blood of excessive cholesterol in acute high cholesterol conditions. SP-1000 plays a role in transformation and binding of LDL cholesterol and raising HDL, the good cholesterol, with immediate results.

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To this end, Samaritan's collaborating scientists developed SP-1000 to be a potential hypocholesterolemic agent that acts through a new and novel mechanism of action that is quite distinct to the mechanism of action mediating the effects of statins.

The effectiveness of SP-1000 peptide treatment has been demonstrated in two validated hypercholesterolemia animal models, a genetically engineered mouse model mimicking familial hypercholesterolemia, and in diet-induced hypercholesterolemia guinea pigs.

Based on the study results, Samaritan collaborative scientists believe that the SP-1000 peptide could have the following pharmacological activities:

o      SP-1000 peptide will not interfere with cholesterol metabolism and disposition

o      SP-1000 peptide will increase HDL while decreasing serum free cholesterol and total bile cholesterol

o      SP-1000 peptide will be effective in removing atheromas and preventing plaque formation

o      SP-1000 peptide will protect against high cholesterol-induced neurological, cardiac and muscular suffering, and gross liver morphology

Taken together, these data on classic animal models of familial and dietary hypercholesterolemia show that SP-1000 is an interesting new and novel lipid lowering drug with a strong patent position that represents a competitive advantage over currently available therapeutic options

Infectious Diseases

SP-01A

SP-01A is an HIV oral entry inhibitor drug. In order for viruses to reproduce, they must infect or hi-jack a cell, and use it to make new viruses. Just as your body is constantly making new skin cells, or new blood cells, each cell often makes new proteins in order to stay alive and to reproduce itself. Viruses hide their own DNA in the DNA of the cell, and then, when the cell tries to make new proteins, it accidentally makes new viruses as well. HIV mostly infects cells in the immune system.

Clinical studies to date suggest that SP-01A prevents HIV from entering cells by inhibiting HIV-1 viral replication through a novel mechanism that is unique to any antiviral drug SP-01A reduces intracellular cholesterol and corticosteroid biosynthesis, which causes the inability of lipid rafts in the cellular membrane to organize, ultimately preventing fusion of an HIV receptor and both the CCR5 and CXCR4 cellular receptors.

On March 28, 2007, Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, signed an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, the amount of funds received from Pharmaplaz is $2.15 million; $1.4 million and $750,000 were received during the first and fourth quarter of 2007 respectively. On May 15, 2007, the CEO of Pharmaplaz, Michael Macken, signed a personal guarantee and on May 21, 2007 a stock pledge agreement for 943,291 (split-adjusted) shares of Samaritan Pharmaceuticals to guarantee the balance of the $7.85 million. On May 15, 2007, the amount of shares pledged was worth $1,300,742. On December 31, 2007, the last reported market sale price of our Common Stock was $0.33 and the value of the stock pledge was $311,286. As a result of Pharmaplaz's failure to timely pay the remaining balance of 7.85 million, Pharmaplaz is not in compliance with the terms of the Pharmaplaz Agreement. Samaritan is currently working with Pharmaplaz to collect the past due remaining balance.

Pharmaplaz, a shareholder, will pay for and be responsible for future research and development to bring the technology to market. Samaritan has no remaining obligations or performance for future research and development. The $10,000,000 payment is non-refundable. Upon request, Samaritan might occasionally advise Pharmaplaz regarding SP-01A, in relationship to Principal Investigators with applications for NIH grants, or other grant applications to advance SP-01A, at Pharmaplaz's cost. Samaritan and Pharmaplaz will split 50/50 of all revenues stemming from SP-01A.

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SP-30

SP-30 has demonstrated promise in preclinical studies as an antiviral therapeutic in the treatment of Hepatitis C (HCV) as well as a therapeutic adjuvant in the treatment of HIV. SP-30 offers several distinctive competitive advantages as a potential oral adjuvant therapeutic in the treatment of HCV infected individuals. SP-30 is uniquely different from other inhibitors of viral replication in that it appears to condition the cell. This unique multiple target mechanism of action provides several advantages.

1.	In HCV infected individuals, SP-30 uses its unique mechanism to build a fence around the cell and prevent viral entry. Consequently, HCV is unable to replicate or mutate and is eventually eradicated by the immune system.
2.	Because SP-30's targets belong to the host cell and not to the virus itself, SP-30 may not be susceptible to the development of resistance.
3.	SP-30 does not appear to be contraindicated with any other currently approved ARV or HCV treatments.

Therefore, based on its favorable in-vitro inhibition data, Samaritan is developing a Phase I clinical study protocol for SP-30 as a potential oral adjuvant therapeutic in the treatment of HCV infected individuals.

Endocrinology

SP-6300

SP-6300 is a new and novel approach for the treatment of Cushing's syndrome, also known as exogenous hypercortisolism. Cushing's syndrome affects adults 20 to 50 with an estimated 10 to 15 of every million people affected each year. Hypercortisolism occurs when the body's tissues are exposed to excessive levels of cortisol for long periods of time.

Many people suffer the symptoms of exogenous hypercortisolism because they take glucocorticoid hormones such as prednisone, dexamethasone (Decadron) and methylprednisolone (Medrol), for asthma, rheumatoid arthritis, lupus and other inflammatory diseases or for immunosuppression after transplantation. People can also develop exogenous hypercortisolism from injectable corticosteroids – for example, repeated injections for joint pain, bursitis and back pain.

On September 18, 2007, Samaritan announced that the U.S. Food and Drug Administration (FDA) has completed its regulatory review of our IND (Investigational New Drug) application for SP-6300.

Non Drug Products

Alzheimer's Diagnostic Blood Test

Our Alzheimer's diagnostic is a simple blood test which can be used as an alternative or supplement to spinal taps or expensive MRIs currently used by competitors.

Breast Cancer Diagnostic

Our non-invasive blood test could be the first diagnostic tool to predict if a breast tumor is cancerous, with the added possibility to detect one single aggressive cancer cell out of a million blood cells. This tool could also be used as a monitoring tool to measure the success of chemotherapy, radiation and other drug treatments for aggressive cancer and ultimately allow patients to avoid the high costs and negative effects of unnecessary chemotherapy.

Alzheimer's Rat Model Tool to Test New Drugs

We have developed an animal model that mimics the human phenotype of Alzheimer's disease pathology. We believe this Alzheimer's Rat Model will likely provide pharmaceutical companies the means to rapidly screen and develop therapeutics to control Alzheimer's disease.

Collaborations, Alliances, and Investments

The Research Institute of McGill University Health Centre and Samaritan Therapeutics

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On July 1, 2007, Samaritan executed research collaboration (the "Research Collaboration") with the Research Institute of McGill University Health Centre and Samaritan Therapeutics over a ten-year period through 2017 to discover and develop new compounds. The budget is for $1,000,000 paid over four (4) quarterly payments of $250,000, is unallocated, and covers the general research and development effort. Under the Research Collaboration, the Company receives worldwide exclusive rights, excluding Canada, to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration. Samaritan Therapeutics receives exclusive rights to the Canadian market to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration.

Under the Research Collaboration, Samaritan receives worldwide exclusive rights to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration. Dr. Vassilios Papadopoulos, Dr. Janet Greeson, Dr. Thomas Lang and Dr. Wolfgang Renz lead our team of eight (8) research professionals (including five (5) Ph.D. level research scientists) who have expertise in the fields of endocrinology, pharmacology, cell biology, organic and steroid chemistry, and computer modeling. We are not obligated to pay the Research Collaboration any milestone payments. Our collaborators are entitled to receive royalties based on our revenue from product sales and sublicenses, if any. Samaritan Pharmaceuticals and Samaritan Therapeutics have both assumed responsibility, at their own individual expense, for the process of seeking any regulatory approvals for and conducting clinical trials with respect to any licens ed product or application of the licensed technology. Samaritan controls and has the financial responsibility for the prosecution and maintenance in respect to any patent rights related to the licensed technology.

Pharmaplaz, LTD

Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, have an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, Samaritan has received $2.15 million, with a balance of $7.85 million remaining.

Pharmaplaz will be responsible for clinical development, clinical trial costs and manufacturing. Upon successful commercialization, Samaritan and Pharmaplaz will co-market SP-01A and will share 50-50, in its revenue royalty stream. Samaritan is responsible for all patent expenses, including filing, prosecution, and enforcement expenses.

Pharmaplaz is a fully integrated pharmaceutical company located in Athlone, Ireland. Pharmaplaz develops patented pharmaceutical technologies and products, and has expertise in initial research, process development, clinical trials, regulatory submissions and product manufacturing. Pharmaplaz, in addition, offers facilities for the development of products and processes in life sciences, and can also provide additional support with government grant aid and regulatory affairs.

Shire Pharmaceuticals

On March 1, 2007, Samaritan executed a two-year exclusive licensing deal with Shire Pharmaceuticals for the marketing of Elaprase in Greece and Cyprus. The product shall be supplied on a named patient basis until the conclusion of the negotiations relating to the pricing and reimbursement of Elaprase in the territories with the relevant regulatory authorities.

Founded in 1986, Shire is a global specialty pharmaceutical company marketing products to defined customer groups (specialist doctors). Sales and marketing is a core Shire competence, where effective targeting of prescribers allows maximization of sales by a relatively small but high quality sales force.

Shire's strategic goal is to become the leading specialty pharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT), gastrointestinal (GI) and renal diseases. The structure is sufficiently flexible to allow Shire to target new therapeutic areas to the extent opportunities arise through acquisitions. Shire believes that a carefully selected portfolio of products with a strategically aligned and relatively small-scale sales force will deliver strong results. Shire's in-licensing, merger and acquisition efforts are focused on products in niche markets with strong intellectual property protection either in the US or Europe.

Three Rivers Pharmaceuticals(R)

On December 12, 2005, Samaritan signed a ten-year (with five-year automatic renewals) exclusive licensing agreement with Three Rivers Pharmaceuticals, Inc. for the marketing of Amphocil, a prescription drug in Greece; authorization is pending for Cyprus and Ireland.

Established in 2000, Three Rivers Pharmaceuticals(R) devotes its efforts and resources to developing, manufacturing, and marketing pharmaceutical therapies which are indicated for diseases/medical conditions requiring specialized treatment. Currently, Three Rivers Pharmaceuticals markets prescription drugs in both the U.S. and internationally, in the therapeutic categories of antiviral and antifungal agents.

Molteni Farmaceutici

On January 1, 2007, Samaritan executed a four-year (with two-year automatic renewals) exclusive licensing agreement with Molteni Farmaceutici for the marketing of Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, and Oramorph in Greece and Cyprus.

Molteni is rich in history with over a century of experience beginning with the opening of its manufacturing facility at the Molteni Pharmacy Laboratory located in the historic center of Florence, Italy. The strategic therapeutic areas on which Molteni makes an effort for trading new alliances are concentrated on Analgesia, Anesthesia and Drug Addition Therapy.

Siraeo, Ltd.

On December 28, 2006, Samaritan signed a ten-year (with three-year automatic renewals) exclusive licensing agreement with Siraeo, Ltd for the marketing of Infasurf in Turkey, Serbia, Bosnia, Macedonia, Albania, Egypt and Syria. Infasurf is an approved FDA prescription product owned by Ony, Inc. and marketed by Forest Laboratories in the US.

EUSA Pharma

On August 3, 2007, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product RAPYDAN(R) in Greece and Cyprus. Rapydan(R) is an approved FDA prescription product under the name SYNERA(R) and is owned by ZARS Pharmaceuticals, Inc. and marketed by Endo Pharmaceuticals, Inc. in the US.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the products ERWINASE(R) and KIDROLASE(R) in Greece and Cyprus. Erwinase(R) and Kidrolase are approved FDA prescription products and are owned by EUSA Pharma and marketed by EUSA Pharma, in the U.S.

EUSA Pharma is a specialty pharma company with a strong and growing portfolio of specialty hospital medicines which has been built through the acquisition of Talisker Pharmaceuticals in July 2006 and OPI in March 2007. Its primary marketed products are Erwinase(R) Rapydan(R), Kidrolase(R), Fomepizole(R) and Xenazine(R). In addition, it has an active development pipeline including candidates in rheumatoid arthritis and Alzheimer’s disease, schizophrenia and Lambert Eaton Syndrome.

Abiogen Pharma

Abiogen Pharma is a private Italian pharmaceutical company, founded in Pisa in 1997, involved in R&D, manufacturing and marketing. Abiogen has a prestigious R&D pipeline, has demonstrated significant skills in innovative compound development and is now broadening into the biotechnological field. Abiogen’s research on the osteo-articular metabolism led to the marketing of four bisphosphonates and established Abiogen Pharma as a unique world-wide company.

Patents, Licenses and Proprietary Rights

The products and product candidates currently being developed or considered for development by Samaritan are in the area of biotechnology, an area in which there are extensive patent filings. We rely on patent protection against use of our proprietary products and technologies by competitors. The patent positions of biotechnology firms generally are highly uncertain and involve complex legal and factual questions. To date, no consistent policy has emerged regarding the breadth of claims allowed in biotechnology patents. We currently own or in-license patents related to our products or product candidates and own or in-license additional applications for patents that are currently pending. In general, when we in-license intellectual property from various third parties, we are required to pay royalties to the parties on product sales.

Our marketed products, ABIOKLAD(R), AMPHOCIL(R), ELAPRASE(R), ERWINASE(R), INFASURF(R), KIDROLASE(R), MEPIVAMOL(R), METHADONE(R), MORPHINE SULPHATE(R), NALOXONE(R), NALTREXONE(R), ORAMORPH(R), PETHIDINE(R), RAPYDAN(R) and REPLAGAL(R) are covered by trademark and patents by their respective owners.

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Trademark protection continues in some countries for as long as the mark is used and, in other countries, for as long as it is registered. Registrations generally are for fixed, but renewable, terms.

The protection of our unpatented confidential and proprietary information and materials is important to us. To protect our trade secrets, materials and other confidential information, we generally require our employees, consultants, scientific advisors, and parties to collaboration and licensing agreements to execute confidentiality agreements upon the commencement of employment, the consulting relationship, or the collaboration or licensing arrangement with us. However, others could either develop independently the same or similar information or obtain access to our information.

PATENT SUMMARY TABLE				TRADEMARK SUMMARY TABLE
Item	Issued	Pending	Total	Item	Issued	Pending	Total
US Patents	13	21	34	US Trademarks	3	0	3
Foreign Patents	28	76	94	Foreign Trademarks	1	0	1
Total	41	97	128	Total	4	0	4

Our trademarks for our marketed products are not included in the above list, since they are trademarked by our partners. On March 1, 2007, Samaritan announced that we had completed our acquisition of Metastatin Pharmaceuticals, a biopharmaceutical company engaged in the development of cytostatic and anti-metastatic therapies for the management of cancer. As part of the acquisition of Metastatin, Samaritan acquired several patent rights which have been included in the table above.

Manufacturing

The Company has no commercial–scale manufacturing facilities for our products. For our products that we are developing, we plan to establish relationships with third-party suppliers to manufacture sufficient quantities of our product candidates to undertake clinical trials and to manufacture sufficient quantities of any products that are approved for commercial sale. If we are unable to contract for large-scale manufacturing with third parties on acceptable terms for our future products and are unable to develop manufacturing capabilities internally, our ability to conduct large-scale clinical trials and to meet customer demand for commercial products would be adversely affected. For our products that we have commercial sales for, we purchase the product from our respective partner.

Government Regulation

Our pharmaceutical products are subject to extensive government regulation in the United States. If we distribute our products abroad, these products will also be subject to extensive foreign government regulation. In the United States, the FDA regulates pharmaceutical products. FDA regulations govern the testing, manufacturing, advertising, promotion, labeling, sale and distribution of our products.

In general, the FDA approval process for drugs includes, without limitation:

• preclinical studies;

• submission of an Investigational New Drug Application, or IND, for clinical trials;

• adequate and well-controlled human clinical trials to establish the safety and efficacy of the product;

• submission of an NDA to obtain marketing approval;

• review of the NDA; and

• inspection of the facilities used in the manufacturing of the drug to assess compliance with the FDA’s current Good Manufacturing Practice, or cGMP, regulations.

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The NDA must include comprehensive and complete descriptions of the preclinical testing, clinical trials, and the chemical, manufacturing and control requirements of a drug that enable the FDA to determine the drug’s safety and efficacy. An NDA must be submitted by Samaritan, and filed and approved by the FDA before any of our drugs can be marketed commercially in the United States.

The FDA testing and approval process requires substantial time, effort and money. We cannot assure that any approval will ever be granted.

Preclinical studies include laboratory evaluation of the product, as well as animal studies to assess the potential safety and effectiveness of the product. These studies must be performed according to good laboratory practices. The results of the preclinical studies, together with manufacturing information and analytical data, are submitted to the FDA as part of the IND.

Clinical trials may begin 30 days after the IND is received, unless the FDA raises concerns or questions about the conduct of the clinical trials. If concerns or questions are raised, the IND sponsor and the FDA must resolve any outstanding concerns before clinical trials can proceed.

We cannot assure that submission of an IND will result in authorization to commence clinical trials. Nor can we assure that if clinical trials are approved, that data will result in marketing approval. Clinical trials involve the administration of the product that is the subject of the trial to volunteers or patients under the supervision of a qualified principal investigator. Each clinical trial must be reviewed and approved by an independent institutional review board at each institution at which the study will be conducted. The institutional review board will consider, among other things, ethical factors, safety of human subjects and the possible liability of the institution. Also, clinical trials must be performed according to good clinical practices. Good clinical practices are enumerated in FDA regulations and guidance documents.

Clinical trials typically are conducted in three sequential phases: Phases I, II and III, with Phase IV studies conducted after approval. Drugs for which Phase IV studies are required include those approved under accelerated approval regulations. The four phases may overlap. In Phase I clinical trials, the drug is usually tested on a small number of healthy volunteers to determine:

• safety;

• any adverse effects;

• proper dosage;

• absorption;

• metabolism;

• distribution;

• excretion; and

• other drug effects.

In Phase II clinical trials, the drug is usually tested on a limited number of subjects (generally up to several hundred subjects) to preliminarily evaluate the efficacy of the drug for specific, targeted indications, determine dosage tolerance and optimal dosage, and identify possible adverse effects and safety risks.

In Phase III clinical trials, the drug is usually tested on a larger number of subjects (up to several thousand), in an expanded patient population and at multiple clinical sites. The FDA may require that we suspend clinical trials at any time on various grounds, including if the FDA makes a finding that the subjects are being exposed to an unacceptable health risk.

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In Phase IV clinical trials or other post-approval commitments, additional studies and patient follow-up are conducted to gain experience from the treatment of patients in the intended therapeutic indication. Additional studies and follow-up are also conducted to document a clinical benefit where drugs are approved under accelerated approval regulations and based on surrogate endpoints. In clinical trials, surrogate endpoints are alternative measurements of the symptoms of a disease or condition that are substituted for measurements of observable clinical symptoms. Failure to promptly conduct Phase IV clinical trials and follow-up could result in expedited withdrawal of products approved under accelerated approval regulations.

The facilities, procedures, and operations of our contract manufacturers must be determined to be adequate by the FDA before product approval. Manufacturing facilities are subject to inspections by the FDA for compliance with cGMP, licensing specifications, and other FDA regulations before and after an NDA has been approved. Foreign manufacturing facilities are also subject to periodic FDA inspections or inspections by foreign regulatory authorities. Among other things, the FDA may withhold approval of NDAs or other product applications of a facility if deficiencies are found at the facility. Vendors that supply us finished products or components used to manufacture, package and label products are subject to similar regulation and periodic inspections.

Following such inspections, the FDA may issue notices on Form 483 and Warning Letters that could cause the Company to modify certain activities identified during the inspection. A Form 483 notice is generally issued at the conclusion of an FDA inspection and lists conditions the FDA investigators believe may violate cGMP or other FDA regulations. FDA guidelines specify that a Warning Letter be issued only for violations of “regulatory significance” for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action.

In addition, the FDA imposes a number of complex regulatory requirements on entities that advertise and promote pharmaceuticals, including, but not limited to, standards and regulations for direct-to-consumer advertising, off-label promotion, industry sponsored scientific and educational activities, and promotional activities involving the Internet.

Failure to comply with FDA and other governmental regulations can result in fines, unanticipated compliance expenditures, recall or seizure of products, total or partial suspension of production and/or distribution, suspension of the FDA’s review of NDAs, injunctions and criminal prosecution. Any of these actions could have a material adverse effect on us.

For marketing outside the United States, we also are subject to foreign regulatory requirements governing human clinical trials and marketing approval for pharmaceutical products. The requirements governing the conduct of clinical trials, product approval, pricing and reimbursement vary widely from country to country. Whether or not FDA approval has been obtained, approval of a product by the comparable regulatory authorities of foreign countries must be obtained before manufacturing or marketing the product in those countries. The approval process varies from country to country and the time required for such approvals may differ substantially from that required for FDA approval. We cannot assure you that clinical trials conducted in one country will be accepted by other countries or that approval in one country will result in approval in any other country. For clinical trials conducted outside the United States, the clinical stages are generally comparable to the phases of clinical development established by the FDA.

In the United States, physicians, hospitals and other healthcare providers that purchase pharmaceutical products generally rely on third-party payers, principally private health insurance plans, Medicare and, to a lesser extent, Medicaid, to reimburse all or part of the cost of the product and procedure for which the product is being used. Even if a product is approved for marketing by the FDA, there is no assurance that third-party payers will cover the cost of the product and related medical procedures. Although they are not required to do so, private health insurers often follow the Medicare program’s lead when determining whether or not to reimburse for a drug. To support our applications for reimbursement coverage with Medicare and other major third-party payers, we intend to use data from clinical trials. The lack of satisfactory reimbursement for our drug products would limit their widespread use and lower potential product revenues.

Reimbursement systems in international markets vary significantly by country and, within some countries, by region. Reimbursement approvals must be obtained on a country-by-country basis. In many foreign markets, including markets in which we anticipate selling our products, the pricing of prescription pharmaceuticals is subject to government pricing control. In these markets, once marketing approval is received, pricing negotiations could take another six to twelve months or longer. As in the United States, the lack of satisfactory reimbursement or inadequate government pricing of our products would limit their widespread use and lower potential product revenues.

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Federal, state and local laws of general applicability, such as laws regulating working conditions, also govern us. In addition, we are subject to various federal, state and local environmental protection laws and regulations, including those governing the discharge of material into the environment. We do not expect the costs of complying with such environmental provisions to have a material effect on our earnings, cash requirements or competitive position in the foreseeable future.

Competition

The biotechnology and pharmaceutical industries are characterized by rapidly evolving technology and intense competition. Our competitors include pharmaceutical, chemical and biotechnology companies, many of which have financial, technical and marketing resources significantly greater than ours. In addition, many specialized biotechnology companies have formed collaborations with large, established companies to support research, development and commercialization of products that may be competitive with ours. Academic institutions, governmental agencies and other public and private research organizations are also conducting research activities and seeking patent protection and may commercialize products on their own or through collaboration arrangements.

We expect our products to compete primarily on the basis of product efficacy, safety, patient convenience, reliability and patent position. In addition, the first product to reach the market in a therapeutic or preventive area is often at a significant competitive advantage relative to later entrants to the market. Our competitive position will also depend on our ability to attract and retain qualified scientific and other personnel, develop effective proprietary products, implement product and marketing plans, obtain patent protection and secure adequate capital resources.

Employees

As of December 31, 2007, we have twenty (20) employees consistent of sixteen (16) full-time employees and four (4) part time employees. Of our employees, sixteen (16) are engaged in pharmaceutical, research, development or sales activities, two (2) are engaged in administration and finance, and two (2) are Information Technology employees. Additionally, Samaritan has eight (8) research professionals (including five (5) Ph.D. level research scientists) who work under the Research Collaboration with The Research Institute of McGill University Health Centre. Further, we make extensive use of another fifteen (15) consultants including Dr. Papadopoulos, our Key Scientific Consultant.

A significant number of our management and professional employees have had experience with pharmaceutical, biotechnology or medical product companies. While we have been successful in attracting skilled and experienced scientific personnel, there can be no assurance that we will be able to attract or retain the necessary qualified employees and/or consultants in the future. None of our employees are covered by collective bargaining agreements and we consider relations with our employees to be good.

Available Information

Our website address is www.samaritanpharma.com. The contents of our website are not part of this annual report. We make available on our website our annual reports on Form 10-K, our quarterly reports on Form 10-Q, any current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after this material is electronically filed with or furnished to the U.S. Securities and Exchange Commission, or SEC. In addition, we provide paper copies of our filings free of charge upon request.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below before purchasing our Common Stock. Our most significant risks and uncertainties are described below; however, they are not the only risks we face. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our Common Stock could decline, and you may lose all or part of your investment therein. You should acquire shares of our Common Stock only if you can afford to lose your entire investment.

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RISKS ASSOCIATED WITH OUR BUSINESS

We Have A Limited Operating History With Significant Losses And Expect Losses To Continue In The Near Future

We have yet to establish any history of profitable operations. We have incurred annual operating losses of $3,025,998 and $7,572,746 during the years ended December 31, 2007 and 2006 respectively. As a result, at December 31, 2007, we had an accumulated deficit of $44,335,140. To date, our revenues have not been sufficient to sustain our operations. Our profitability will require the successful commercialization of one or more drugs for our territories in Eastern Europe as well as the out-licensing of our internal development programs in Alzheimer's, cancer, cardiovascular disease, and infectious diseases. Currently, the Company has in-licensed fifteen (15) products to be marketed and distributed in our Eastern Europe territories. No assurances can be given when this will occur or when we will become profitable.

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We Will Need Additional Capital In The Future, But Our Access To Such Capital Is Uncertain.

Our current resources are insufficient to fund all of our planned development and commercialization efforts. As of December 31, 2007, we have a working capital deficiency and we had cash, cash equivalents, and marketable securities of approximately $287,571. On March 28, 2007, Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, signed an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, the amount of funds received from Pharmaplaz is $2.15 million; $1.4 million and $750,000 were received during the first and fourth quarter of 2007 respectively. On May 15, 2007, the CEO of Pharmaplaz, Michael Macken, signed a personal guarantee and on May 21, 2007 a stock pledge agreement for 943,291 (split-adjusted) shares of Samaritan Pharmaceuticals to guar antee the balance of the $7.85 million. On May 15, 2007, the amount of shares pledged was worth $1,300,742. On December 31, 2007, the last reported market sale price of our Common Stock was $0.33 and the value of the stock pledge was $311,286. As a result of Pharmaplaz's failure to timely pay the remaining balance of 7.85 million, Pharmaplaz is not in compliance with the terms of the Pharmaplaz Agreement. Samaritan is currently working with Pharmaplaz to collect the past due remaining balance.

At our current level of expenditures and profits from our sales in Eastern Europe, we believe that our cash resources are not adequate to meet our requirements into 2009. Our capital needs will depend on many factors, including our research and development activities, the scope and timing of our clinical trial programs, the timing of regulatory approval for our products under development and the successful commercialization of our products. Our needs may also depend on the magnitude and scope of these activities, the progress and the level of success in our clinical trials, the costs of preparing, filing, prosecuting, maintaining and enforcing patent claims and other intellectual property rights, competing technological and market developments, changes in or terminations of collaboration and existing licensing arrangements, the establishment of new collaboration and licensing arrangements and the cost of manufacturing scale-up an d development of marketing activities, if undertaken by us. We do not have committed external sources of funding. If adequate funds are not available, we may be required to:

• delay, reduce the scope of, or eliminate one or more of our research and development programs;

• obtain funds through arrangements with collaboration partners or others that may require us to relinquish rights to technologies, product candidates or products that we would otherwise seek to retain in order to develop or commercialize them ourselves;

• license rights to technologies, product candidates or products on terms that are less favorable to us than might otherwise be available; or

We intend to actively seek new financing from time to time to provide financial support for our activities. If we raise additional funds by issuing additional stock, further dilution to our stockholders may result, and new investors could have rights superior to existing stockholders. If funding is insufficient at any time in the future, we may be unable to develop or commercialize our products, take advantage of business opportunities or respond to competitive pressures, which could have a material adverse effect on our business.

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Our Independent Registered Public Accounting Firm Has Issued An Unqualified Opinion With An Explanatory Paragraph, To The Effect That There Is Substantial Doubt About Our Ability To Continue As A Going Concern.

The Company’s independent registered public accounting firm has issued an unqualified opinion with an explanatory paragraph, to the effect that there is substantial doubt about the Company’s ability to continue as a going concern. This unqualified opinion with an explanatory paragraph could have a material adverse effect on the business, financial condition, results of operations and cash flows of the Company.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has generated minimal revenues and experienced an accumulated deficit of $44,335,140 through December 31, 2007. For the year ended December 31, 2007 and 2006, the Company incurred net losses of $3,025,998 and $7,572,746, respectively and used cash flows from operations of $1,347,122 and $6,248,128, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in note 2. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.< /P>

We have no committed sources of capital and do not know whether additional financing will be available when needed on terms that are acceptable, if at all. Our current lack of resources is exacerbated by our inability to date to collect the remaining balance from Pharmaplaz. The addition of this going concern statement from our independent registered public accounting firm may discourage some investors from purchasing our Common Stock or providing alternative capital financing. The failure to satisfy our capital requirements will adversely affect our business, financial condition, results of operations and prospects.

Unless we raise additional funds, either through the sale of equity securities or one or more collaborative arrangements, we will need to reduce our research and development and significantly reduce our workforce and our operating expenses. If we do not take these actions, we will not have sufficient funds to continue operations. Even if we take these actions, they may be insufficient, particularly if our costs are higher than projected or unforeseen expenses arise. Reducing our research and development or significantly reducing our workforce or operating expenses will adversely affect our business and prospects.

If We Do Not Receive And Maintain Regulatory Approvals For Our Products Or Product Candidates, We Will Not Be Able To Commercialize Our Products, Which Would Substantially Impair Our Ability To Generate Revenues And Materially Harm Our Business And Financial Condition.

Approval from the FDA is necessary to manufacture and market pharmaceutical products in the United States. The regulatory approval process is extensive, time-consuming and costly, and the FDA may not approve additional product candidates, or the timing of any such approval may not be appropriate for our product launch schedule and other business priorities, which are subject to change.

Clinical testing of pharmaceutical products is also a long, expensive and uncertain process. Even if initial results of preclinical studies or clinical trial results are positive, we may obtain different results in later stages of drug development, including failure to show desired safety and efficacy. The clinical trials of any of our product candidates could be unsuccessful, which would prevent us from obtaining regulatory approval and commercializing the product.

FDA approval of our products can be delayed, limited or not granted for many reasons, including, among others:

• FDA officials may not find a product candidate safe or effective to merit an approval;

• FDA officials may not find that the data from preclinical testing and clinical trials justifies approval, or they may require additional studies that would make it commercially unattractive to continue pursuit of approval;

• the FDA might not approve the processes or facilities of our contract manufacturers or raw material suppliers or our manufacturing processes or facilities;

• the FDA may change its approval policies or adopt new regulations; and

• the FDA may approve a product candidate for indications that are narrow or under conditions that place our product at a competitive disadvantage, which may limit our sales and marketing activities or otherwise adversely impact the commercial potential of a product.

If the FDA does not approve our product candidates in a timely fashion on commercially viable terms or we terminate development of any of our product candidates due to difficulties or delays encountered in clinical testing and the regulatory approval process, it will have a material adverse impact on our business.

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If Our Products Do Not Gain Market Acceptance, Our Business Will Suffer Because We Might Not Be Able To Fund Future Operations.

A number of factors may affect the market acceptance of our products or any other products we develop or acquire, including, among others:

• the price of our products relative to other therapies for the same or similar treatments;

• the perception by patients, physicians and other members of the health;

• care community of the safety and effectiveness of our products for their prescribed treatments;

• the availability of satisfactory levels, or at all, of third party reimbursement for our products and related treatments;

• our ability to fund our sales and marketing efforts; and

• the effectiveness of our sales and marketing efforts.

In addition, our ability to market and promote our products is restricted to the labels approved by the FDA. If the approved labels are restrictive, our sales and marketing efforts and market acceptance and the commercial potential of our products may be negatively affected.

If our products do not gain market acceptance, we may not be able to fund future operations, including the development or acquisition of new product candidates and/or our sales and marketing efforts for our approved products, which would cause our business to suffer.

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If We Fail To Properly Manage Our Anticipated Growth, Our Business Could Suffer.

Rapid growth of our business is likely to place a significant strain on our managerial, operational and financial resources and systems. To manage our anticipated growth successfully, we must attract and retain qualified personnel and manage and train them effectively. We are dependent on our personnel and third parties to effectively manufacture, market, sell and distribute our products. We will also continue to depend on our personnel and third parties to successfully develop and acquire new products. Further, our anticipated growth will place additional strain on our suppliers and manufacturers, resulting in increased need for us to carefully manage these relationships and monitor for quality assurance. Although we may not grow as we expect, if we fail to manage our growth effectively or to develop and expand a successful commercial infrastructure to support marketing and sales of our products, our business and financial resul ts will be materially harmed. In addition, we have certain raw materials manufactured in foreign countries. We may also elect in the future to market certain of our products, and perhaps have certain of our products or certain additional raw materials manufactured, in foreign countries. Many other countries, including the countries where the Company currently markets products have similar requirements as the United States for the manufacture, marketing, and sale of pharmaceutical products.

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The Company's License Agreements May Be Terminated In The Event Of A Breach

The license agreements pursuant to which the Company has licensed its core technologies for its potential drug products permit the licensors to terminate such agreements under certain circumstances, such as the failure by the licensee to use its reasonable best efforts to commercialize the subject drug or the occurrence of any uncured material breach by the licensee. The license agreements also provide that the licensor is primarily responsible for obtaining patent protection for the licensed technology, and the licensee is required to reimburse the licensor for costs it incurs in performing these activities. The license agreements also require the payment of specified royalties. Any inability or failure to observe these terms or pay these costs or royalties may result in the termination of the applicable license agreement in certain cases. The termination of any license agreement could force us to curtail our business operations . As of April 11, 2008, Samaritan Pharmaceuticals and Samaritan Therapeutics' payment to McGill University is in arrears, which may permit our collaborator to terminate the research and development agreement. The termination of any license agreement could force us to curtail our business operations. As of the April 11, 2008, Samaritan Pharmaceuticals and Samaritan Therapeutics’ payment to McGill University is in arrears, which may permit our collaborator to terminate the research and development agreement. Currently, all parties are in discussion to bring the balance in arrears current. 

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Protecting Our Proprietary Rights Is Difficult and Costly

The patent positions of pharmaceutical companies can be highly uncertain and involve complex legal and factual questions. The license agreements also provide that the licensor is primarily responsible for obtaining patent protection for the licensed technology, and the licensee is required to reimburse the licensor for costs it incurs in performing these activities. Accordingly, we cannot predict the breadth of claims allowed in these companies' patents or whether the Company may infringe or be infringing on these claims. Patent disputes are common and could preclude the commercialization of our products. Patent litigation is costly in its own right and could subject us to significant liabilities to third parties. In addition, an adverse decision could force us to either obtain third-party licenses at a material cost or cease using the technology or product in dispute.

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The Company's Success Will Be Dependent Upon The Licenses And Proprietary Rights It Receives From Other Parties, And On Any Patents It May Obtain

The Company and Samaritan Therapeutics Canada, have signed a Research Collaboration and Licensing Agreement with The Research Institute of McGill University Health Centre (RI-MUHC) in Montreal, Canada, to advance its promising pipeline into clinical trial status and develop new innovative drug candidates. Once drug candidates, derived from the collaborative research, are clinically-validated and deemed to hold promise, Samaritan Therapeutics will continue to develop the drug candidate in Canada, while Samaritan Pharmaceuticals will focus on the drug candidate's process through regulatory agencies and its commercialization throughout the rest of the world.

Our success will depend in large part on the ability of the Company and its licensors to (a) maintain license and patent protection with respect to their drug products, (b) defend patents and licenses once obtained, (c) maintain trade secrets, (d) operate without infringing upon the patents and proprietary rights of others and (e) obtain appropriate licenses to patents or proprietary rights held by third parties if infringement should otherwise occur, both in the United States and in foreign countries. We have obtained licenses to patents and other proprietary rights from Georgetown University and George Washington University.

The patent positions of pharmaceutical companies, including those of the Company, are uncertain and involve complex legal and factual questions. There is no guarantee the Company or its licensors have or will develop or obtain the rights to products or processes that are patentable, that patents will issue from any of the pending applications or that claims allowed will be sufficient to protect the technology licensed to the Company. In addition, we cannot be certain that any patents issued to or licensed by the Company will not be challenged, invalidated, infringed or circumvented, or that the rights granted thereunder will provide competitive advantages to the Company.

Litigation, which could result in substantial cost, may also be necessary to enforce any patents to which the Company has rights, or to determine the scope, validity and unenforceability of other parties' proprietary rights, which may affect the rights of the Company. U.S. patents carry a presumption of validity and generally can be invalidated only through clear and convincing evidence. There can be no assurance that our licensed patents would be held valid by a court or administrative body or an alleged infringer would be found to be infringing. The mere uncertainty resulting from the institution and continuation of any technology-related litigation or interference proceeding could have an adverse material effect on the Company pending resolution of the disputed matters.

We may also rely on unpatented trade secrets and expertise to maintain a competitive position, which we seek to protect, in part, by confidentiality agreements with employees, consultants and others. There can be no assurance these agreements will not be breached or terminated, that we will have adequate remedies for any breach or that trade secrets will not otherwise become known or be independently discovered by competitors.

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We Are Faced With Intense Competition And Industry Changes, Which May Make It More Difficult For Us To Achieve Significant Market Penetration.

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The pharmaceutical and biotech industry generally is characterized by rapid technological change, changing customer needs, and frequent new product introductions. If our competitors' existing products or new products are more effective than or considered superior to our products, the commercial opportunity for our products will be reduced or eliminated. We face intense competition from companies in our marketplace as well as companies offering other treatment options. Many of our potential competitors are significantly larger than we are and have greater financial, technical, research, marketing, sales, distribution and other resources than we do. We believe there will be intense price competition for products developed in our markets. Our competitors may develop or market technologies and products that are more effective or commercially attractive than any that we are developing or marketing. Our competitors may obtain regulator y approval, and introduce and commercialize products before we do. These developments could force us to curtail or cease our business operations. Even if we are able to compete successfully, we may not be able to do so in a profitable manner.

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If We Are Unable To Continue Product Development, Our Business Will Suffer

Our growth depends in part on a continued ability to successfully develop our products. We may experience difficulties that could delay or prevent the successful development and commercialization of these products. Our products in development may not prove safe and effective in clinical trials. Clinical trials may identify significant technical or other obstacles that must be overcome before obtaining necessary regulatory or reimbursement approvals. In addition, our competitors may succeed in developing commercially viable products that render our products obsolete or less attractive. Failure to successfully develop and commercialize new products and enhancements would likely have a significant negative effect on our financial prospects.

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There Is No Assurance That Our Products Will Have Market Acceptance

The success of the Company will depend in substantial part on the extent to which a drug product, once approved, achieves market acceptance. The degree of market acceptance will depend upon a number of factors, including (a) the receipt and scope of regulatory approvals, (b) the establishment and demonstration in the medical community of the safety and efficacy of a drug product, (c) the product's potential advantages over existing treatment methods and (d) reimbursement policies of government and third party payers. We cannot predict or guarantee physicians, patients, healthcare insurers, maintenance organizations, or the medical community in general, will accept or utilize any drug product of the Company. If our products do not develop market acceptance, we will be forced to curtail or cease our business operations.

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There Is Uncertainty Relating To Third-Party Reimbursement, Which Is Critical To Market Acceptance Of Our Products.

International market acceptance of our products may depend, in part, upon the availability of reimbursement within prevailing health care payment systems. Reimbursement and health care payment systems in international markets vary significantly by country, and include both government sponsored health care and private insurance. We may not obtain international reimbursement approvals in a timely manner, if at all. Our failure to receive international reimbursement approvals may negatively impact market acceptance of our products in the international markets in which those approvals are sought and could force us to curtail or cease our business operations.

From time to time significant attention has been focused on reforming the health care system in the United States and other countries. Any changes in Medicare, Medicaid or third-party medical expense reimbursement, which may arise from health care reform, may have a material adverse effect on reimbursement for our products or procedures in which our products are used and may reduce the price we are able to charge for our products. In addition, changes to the health care system may also affect the commercial acceptance of products we are currently developing and products we may develop in the future.

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If We Are Unable To Protect Our Intellectual Property, We May Not Be Able To Operate Our Business Profitably

Our success will depend to a significant degree on our ability to secure and protect intellectual property rights and to enforce patent and trademark protections relating to our technology which we license. From time to time, litigation may be advisable to protect our intellectual property position. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Any litigation in this regard could be costly, and it is possible that we will not have sufficient resources to fully pursue litigation or to protect our intellectual property rights. It could result in the rejection or invalidation of our existing and future patents. Any adverse outcome in litigation relating to the validity of our patents, or any failure to pursue litigation or otherwise to protect our patent position, could force us to curtail or cease our business operations. A lso, even if we prevail in litigation, the litigation would be costly in terms of management distraction as well as in terms of money. In addition, confidentiality agreements with our employees, consultants, customers, and key vendors may not prevent the unauthorized disclosure or use of our intellectual property. It is possible that these agreements could be breached or that they might not be enforceable in every instance, and that we might not have adequate remedies for any such breach. Enforcement of these agreements may be costly and time consuming. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States.

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If We Are Unable To Operate Our Business Without Infringing Upon The Intellectual Property Rights Of Others, We May Not Be Able To Operate Our Business Profitably.

Our success depends on our ability to operate without infringing upon the proprietary rights of others. We endeavor to follow developments in our field, and we do believe that we have freedom to operate with respect to our core technologies. To the extent that planned or potential products would infringe patents or other intellectual property rights held by third parties, we would need licenses under such patents or other intellectual property rights to continue development and marketing of our products protected by those third party patents or other intellectual property rights. Any required licenses may not be available on acceptable terms, if at all. If we do not obtain such licenses, we may need to design around other parties’ patents or we may not be able to proceed with the development, manufacture or sale of our products.

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If We Become Subject To Product Liability Claims, We May Be Required To Pay Damages That Exceed Our Insurance Coverage.

Our business exposes us to potential product liability claims that are inherent in the testing, production, marketing and sale of pharmaceuticals products. While we maintain a commercial general liability policy for $2 million, we may not be able to maintain insurance in amounts or scope sufficient to provide us with adequate coverage. A claim in excess of our insurance coverage would have to be paid out of cash reserves, which could have a material adverse effect on our business, financial condition, results of operations and cash flows and force us to curtail or cease our business operations. In addition, any product liability claim likely would harm our reputation in the industry and our ability to develop and market products in the future.

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Insurance Coverage Is Increasingly More Difficult To Obtain or Maintain

Obtaining insurance for our business, property and products is increasingly more costly and narrower in scope, and we may be required to assume more risk in the future. If we are subject to third party claims or suffer a loss or damage in excess of our insurance coverage, we may be required to bear that risk in excess of our insurance limits. Furthermore, any first-or-third-party claims made on any of our insurance policies may impact our ability to obtain or maintain insurance coverage at reasonable costs or at all in the future.

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Our Success Will Depend On Our Ability To Attract And Retain Key Personnel

In order to execute our business plan, we need to attract, retain and motivate a significant number of highly qualified managerial, technical, financial and sales personnel. If we fail to attract and retain skilled scientific and marketing personnel, our research and development and sales and marketing efforts will be hindered. Our future success depends to a significant degree upon the continued services of key management personnel, including Dr. Janet Greeson, our Chief Executive Officer, President and Chairman of the Board of Directors, and Dr. Vassilios Papadopoulos, Chief Scientist of the Science of Technology Advisory Committee and our key consultant. We do not maintain key man insurance on either of these individuals. The loss of their services could delay our product development programs and our research and development efforts at the Research Centre of McGill University. In addition, the loss of Dr. Greeson is grounds fo r our Research Collaboration with the Research Centre of McGill University Health Centre to terminate. In addition, competition for qualified employees among companies in the biotechnology and biopharmaceutical industry is intense and we cannot be assured that we would be able to recruit qualified personnel on commercially acceptable terms, or at all, to replace them.

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We Are Dependent On Third Parties For A Significant Portion Of Our Bulk Supply And The Formulation, Fill And Finish Of Our Product Candidates.

We currently produce a substantial portion of clinical product candidates' supply at our collaborative partner's Ireland manufacturing facility. However, we also depend on third parties for a significant portion of our product candidates' bulk supply as well as for some of the formulation, fill and finish of product candidates that we manufacture. Pharmaplaz is our third-party contract manufacturer of product candidates' bulk drug; accordingly, our clinical supply of product candidates is currently significantly dependent on Pharmaplaz's production schedule for product candidates. We would be unable to produce product candidates in sufficient quantities to substantially offset shortages in Pharmaplaz's scheduled production if Pharmaplaz or other third-party contract manufacturers used for the formulation, fill and finish of product candidates bulk drug were to cease or interrupt production or services or otherwise fail to supply materials, products or services to us for any reason, including due to labor shortages or disputes, regulatory requirements or action or contamination of product lots or product recalls. We cannot guarantee that an alternative third-party contract manufacturer would be available on a timely basis or at all. This in turn could materially reduce our ability to satisfy demand for product candidates, which could materially and adversely affect our operating results.

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Our Corporate Compliance Program Cannot Guarantee That We Are In Compliance With All Potentially Applicable U.S. Federal And State Regulations And All Potentially Applicable Foreign Regulations.

The development, manufacturing, distribution, pricing, sales, marketing and reimbursement of our products, together with our general operations, is subject to extensive federal and state regulation in the United States and to extensive regulation in foreign countries. While we have developed and instituted a corporate compliance program based on what we believe to be current best practices, we cannot assure you that we or our employees are or will be in compliance with all potentially applicable U.S. federal and state regulations and/or laws or all potentially applicable foreign regulations and/or laws. If we fail to comply with any of these regulations and/or laws a range of actions could result, including, but not limited to, the termination of clinical trials, the failure to approve a product candidate, restrictions on our products or manufacturing processes, including withdrawal of our products from the market, significant fi nes, exclusion from government healthcare programs or other sanctions or litigation.

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RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK

Our Stock Is Currently Listed On The OTC Bulletin Board Which Limits The Trading Of Our Stock

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Our Common Stock currently trades on the OTC Bulletin Board which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in obtaining future financing. Broker-dealers who sell stock on the OTC market must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about our Common Stock and the nature and level of risks involved in investing in the OTC market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that our Common Stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Broker-dealers must also provide customers that hold OTC stock in their accounts with such broker-dealer a monthl y statement containing price and market information relating to the OTC stock. If an OTC stock is sold in violation of the OTC stock rules, purchasers may be able to cancel their purchase and get their money back. If applicable, the OTC stock rules may make it difficult for investors to sell their shares of our Common Stock. Because of the rules and restrictions applicable to an OTC market stock, there is less trading in OTC stocks and the market price of our Common Stock may be adversely affected. Also, many brokers choose not to participate in OTC stock transactions. Accordingly, purchasers may not always be able to resell shares of our Common Stock publicly at times and prices that they feel are appropriate.

A Sale Of A Substantial Number Of Shares Of Our Common Stock May Cause The Price Of Our Common Stock To Decline.

If our stockholders sell substantial amounts of our Common Stock in the public market, the market price of our Common Stock could fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. Several of our shareholders hold restricted common stock that may be eligible for sale pursuant to Rule 144 under the Securities Act of 1933. Sales of our Common Stock by certain present stockholders under Rule 144 may, in the future, have a depressive effect on the market price of our securities. In addition, the sale of shares by officers and directors and other affiliated shareholders may also have a depressive effect on the market for our securities.

Because We Do Not Intend To Pay Dividends, You Will Benefit From An Investment In Our Common Stock Only If It Appreciates In Value.

We have paid no cash dividends on any of our Common Stock to date, and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. The success of your investment in our Common Stock will likely depend entirely upon any future appreciation. There is no guarantee that our Common Stock will appreciate in value or even maintain the price at which you purchased your shares.

The Market Price Of Our Common Stock Is Highly Volatile.

The market price of our Common Stock has been and is expected to continue to be highly volatile. Various factors, including announcements of technological innovations by us or other companies, regulatory matters, new or existing products or procedures, concerns about our financial position, operating results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights may have a significant impact on the market price of our Common Stock. If our operating results are below the expectations of securities analysts or investors, the market price of our Common Stock may fall abruptly and significantly.

Future sales of our Common Stock, including shares issued upon the exercise of outstanding options and warrants or hedging or other derivative transactions with respect to our Common Stock, could have a significant negative effect on the market price of our Common Stock. These sales also might make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that we would deem appropriate.

We may enter into registration rights agreements in connection with certain financings pursuant to which we agreed to register for resale by the investors the shares of Common Stock issued. Sales of these shares could have a material adverse effect on the market price of our shares of Common Stock.

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Under Provisions Of The Company's Articles Of Incorporation, Bylaws And Nevada Law, The Company's Management May Be Able To Block Or Impede A Change In Control

The issuance of blank check preferred stock, where the Board of Directors can designate rights or preferences, may make it more difficult for a third party to acquire, or may discourage a third party from acquiring, a majority of our voting stock. These and other provisions in our Articles of Incorporation (restated as last amended June 10, 2005) and in our Bylaws (restated as last amended March 20, 2008), as well as certain provisions of Nevada law, could delay or impede the removal of incumbent directors and could make it more difficult to effect a merger, tender offer or proxy contest involving a change of control of the Company, even if such events could be beneficial to the interest of the shareholders as a whole. Such provisions could limit the price that certain investors might be willing to pay in the future for our Common Stock.

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Officers and Directors Liabilities Are Limited Under Nevada Law

Pursuant to the Company's Articles of Incorporation (restated as last amended June 10, 2005) and Bylaws (restated as last amended March 20, 2008), and as authorized under applicable Nevada law, Directors are not liable for monetary damages for breach of fiduciary duty, except in connection with a breach of the duty of loyalty for (a) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (b) for dividend payments or stock repurchases illegal under applicable Nevada law or (c) any transaction in which a Director has derived an improper personal benefit. The Company's Articles of Incorporation (restated as last amended June 10, 2005) and Bylaws (restated as last amended March 20, 2008) provide that the Company must indemnify its officers and Directors to the fullest extent permitted by applicable Nevada law for all expenses incurred in the settlement of any actions against such pe rsons in connection with their having served as officers or Directors.

ITEM 1B. UNRESOLVED STAFF COMMENTS. 

None. 

ITEM 2. PROPERTIES 

The Company's executive offices are currently located at 101 Convention Center Drive, Suite 310, Las Vegas, Nevada 89109. The Company has a 2,601 square foot office space which is rented at a base rent of $4,811.85 per month. In addition, pursuant to a research collaboration, the Research Institute of the McGill University Health Centre provides office and laboratory space at the Samaritan Research Laboratories.

ITEM 3. LEGAL PROCEEDINGS

We are, from time to time, involved in various legal proceedings in the ordinary course of our business. While it is impossible to predict accurately or to determine the eventual outcome of these matters, the Company believes the outcome of these proceedings will not have an adverse material effect on the financial statements of the Company. Other than routine litigation incidental to our business, there are no legal proceedings or actions pending at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2007.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company's Common Stock is traded on the Over the Counter Bulletin Board under the symbol "SPHC.OB". The following table sets forth the range of high and low bid prices for our Common Stock for each quarter within the last three (3) fiscal years. Such quotes reflect inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions. The quotations may be rounded for presentation.

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						FISCAL YEAR ENDED
		December 31, 2007				December 31, 2006				December 31, 2005
		High		Low		High		Low		High		Low
First Quarter	$	0.38	$	0.17	$	0.91	$	0.30	$	1.14	$	0.45
Second Quarter	$	0.31	$	0.16	$	0.71	$	0.36	$	0.92	$	0.35
Third Quarter	$	1.35	$	0.16	$	0.56	$	0.29	$	0.71	$	0.33
Fourth Quarter	$	0.84	$	0.25	$	0.34	$	0.17	$	0.57	$	0.38

Dividends

We have not paid any dividends on our Common Stock and do not anticipate paying any cash dividends in the near future. We intend to retain any earnings to finance the growth of the business. We make no assurances we will ever pay cash dividends. Whether we pay any cash dividends in the future will depend on the Company's financial condition, results of operations and other factors the Board of Directors will consider.

Recent Sales of Unregistered Securities

The following discussion sets forth securities sold by the Company in the last three (3) fiscal years. These securities were shares of Common Stock of the Company. They were sold for cash and, unless otherwise noted, sold in private transactions to persons believed to be of a class of accredited investors not affiliated with the Company unless otherwise noted and purchasing the shares with investment intent, and the Company relied upon, among other possible exemptions, Section 4(2) of the Securities Act of 1933, as amended. The Company's reliance on said exemption was based upon the fact no public solicitation was used by the Company in the offer or sale, and the securities were legend shares, along with a notation at the respective transfer agent, restricting the shares from sale or transfer as is customary with reference to Rule 144 of the SEC.

During the fiscal year ending December 31, 2007, the Company exchanged 4,334,353 shares of Common Stock for $3,612,258, which includes $231,500 that was actually received during 2006 and recorded as common stock to be issued at 12/31/2006. The Company had no exercise of stock options during the year.

During the fiscal year ending December 31, 2006, the Company exchanged 7,212,500 shares of Common Stock for $2,045,000. The Company also issued 450,926 shares upon the exercise of stock options and the receipt of $64,500.

During the fiscal year ending December 31, 2005, the Company issued an aggregate of 398,900 shares of Common Stock in consideration of services rendered or to be rendered to the Company. Such shares were valued at an aggregate of $197,184 ranging from $0.41 - $0.72 per share, representing the fair value of the shares issued. The issuances were recorded as non-cash compensation expense and deferred compensation. The unamortized balance of deferred compensation at December 31, 2005 was $40,034.

Issuer Purchase of Equity Securities

We did not make any purchases of our common stock during the three months ended December 31, 2007, which is the fourth quarter of our fiscal year.

Holders

As of April 3, 2008, there were approximately 928 holders of record of our Common Stock. This number was determined from records maintained by our transfer agent and does not include beneficial owners of our securities whose securities are held in the names of various dealers and/or clearing agencies.

Performance Graph

The following graph sets forth the cumulative total stockholder return (assuming reinvestment of dividends) to the Company's stockholders during the five-year period ended December 31, 2006, as well as an overall stock market index (AMEX Market Index) and the Company's peer group index (AMEX Biotech Index):

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     COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG SAMARITAN PHARMACEUTICALS, NASDAQ MARKET INDEX AND NASDAQ BIOTECH INDEX (1)

[The following information was depicted as a line chart in the printed material]

Company/Index	Base Period
	12/31/2002		12/31/2003		12/31/2004		12/31/2005		12/31/2006		12/31/2007
SPHC	100	$	231.25	$	612.50	$	250.00	$	131.25	$	34.38
Nasdaq Biotech Index	100	$	145.75	$	154.68	$	159.06	$	160.69	$	168.05
Nasdaq Composite Index	100	$	150.01		162.89	$	165.13	$	180.85	$	198.60

1) Assumes $100 Invested On December 31, 2002, Assumes Dividend Reinvested, Fiscal Year Ending December 31, 2007.

The information under "Performance Graph" is not deemed filed with the Securities and Exchange Commission and is not be incorporated by reference in any filing of Samaritan under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this 10-K and irrespective of any general incorporation language in those filings.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data presented under the caption "Consolidated Balance Sheet Data" as of December 31, 2007, 2006, 2005, 2004, and 2003 and under the caption "Consolidated Statement of Operations Data" for the years ending December 31, 2007, 2006, 2005, 2004, and 2003 are derived from our consolidated financial statements which have been audited. The data set forth below should be read in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations", and the "Consolidated Financial Statements" and the Notes thereto and other financial information included elsewhere in the report.

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Consolidated Statement of Operations Data	For the Year Ended December 31,
		2007		2006		2005		2004		2003
REVENUES:
Pharmaceutical Sales	$	1,031,203		-0-		-0-		-0-		-0-
Licensing Rights		3,451,742		-0-		-0-		-0-		-0-
Consulting		-0-		-0-		-0-		-0-		250,000
Governmental Research Grants		205,000		32,379		256,847		-		-
		4,687,945		32,379		256,847		-		250,000
EXPENSES:
Cost of Goods Sold		533,351		-0-		-0-		-0-		-0-
Research and development		1,733,194		4,667,053		3,456,301		1,543,921		838,208
Interest, net		(13,987)		(31,795)		(60,021)		(36,730)		6,334
General and administrative		4,285,872		2,812,934		2,320,011		3,561,302		4,902,213
Depreciation and amortization		184,967		156,933		98,115		27,218		23,776
Other income		-		-		-		(231,350)		-
Collateral reserve adjustment		990,456		-0-		-0-		-0-		-0-
		7,713,943		7,605,125		5,814,406		4,864,361		5,770,531
NET LOSS		(3,025,998)		(7,572,746)		(5,557,559)		(4,864,361)		(5,520,531)
Other Comprehensive Income
Unrealized loss on marketable securities		-0-		3,933		12,648		(16,580)		-
Foreign translation adjustment		3,924		77,141		(20,540)		-		-,
Total Comprehensive Income	$	(3,022,074)	$	(7,491,672)	$	(5,565,452)	$	(4,880,941)	$	(5,520,531)
Loss per share, basic	$	(.12)	$	(.29)	$	(0.25)	$	(0.24)	$	(0.42)
Weighted average number of shares outstanding:
Basic & diluted		27,375,233		24,509,775		22,426,766		20,747,229		13,294,514
	For the Year Ended December 31,
Consolidated Balance Sheet Data		2007		2006		2005		2004		2003
Cash and equivalents and Short-term investments	$	287,581	$	742,075	$	952,531	$	3,929,263	$	370,583
Working capital	$	(294,171)	$	(445,644)	$	745,036	$	3,835,445	$	(8,968)
Total assets	$	3,928,749	$	2,499,467	$	2,237,459	$	5,249,159	$	674,821
Long-term obligations	$	-	$	-	$	-	$	-	$	-
Stockholders' equity (deficit)	$	1,402,538	$	979,902	$	1,675,399	$	5,078,992	$	274,011

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Samaritan Pharmaceuticals, Inc. (including the subsidiaries, referred to as Samaritan, the "Company", "its", "we", and "our"), formed in September 1994, is an entrepreneurial biopharmaceutical company, focused on commercializing innovative therapeutic products to relieve the suffering of patients with Alzheimer's disease; cancer; cardiovascular disease, HIV, and Hepatitis C; as well as, commercializing its acquired marketing and sales rights, to sell fifteen (15) marketed revenue-generating products, in Greece, and/or various Eastern European countries.

Samaritan has partnered its oral entry inhibitor HIV drug SP-01A, a drug that has demonstrated safety and efficacy, in Phase II clinical trials, with Pharmaplaz, Ireland to advance to Phase III clinical trials. In addition, Samaritan aims to commercialize three (3) market drug candidates with late-stage preclinical development programs. Samaritan is evaluating the use of Caprospinol, SP-233 in Alzheimer's disease patients; the use of SP-1000 with acute coronary disease patients; and the use of SP-30 as an "oral treatment" for Hepatitis C patients.

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Commercialization Business Model

Our commercialization business model is focused dually on, the partnering of our promising innovative products to pharmaceutical companies; and the acquisition of the marketing and sales rights to revenue-generating marketed products for sales in Greece and Eastern Europe. This model allows Samaritan to focus on our core competencies in drug discovery and drug development. Samaritan seeks to bring its promising innovative therapeutics to Phase II proof of concept clinical trials, and partner compelling drugs before costly Phase III clinical trials. Potential revenue streams with this model could include up-front fees, milestone payments, and participation in the marketing success of partnered products through royalties. In addition, Samaritan licenses branded approved specialty drug products, and its sales and marketing force, registers and commercializes specialty drugs in the niche territories of Greece and Eastern Europe to ge nerate revenue with the goal of eventually sustaining the Company. Our business model is entirely focused on achieving growth and maximizing value for the benefit of our investors.

Marketed Products

Samaritan has collaborative relationships with other pharmaceutical companies to commercialize branded approved prescription products in selected niche territories, such as, in Greece, Albania, Bosnia, Bulgaria, Croatia, Cyprus, Czech Republic, Egypt, FYROM, Hungary, Montenegro, Poland, Romania, Serbia, Slovakia, Slovenia, Syria and Turkey. We use our expertise to register approved drugs with regulatory agencies in the country we have acquired the rights for; and then, upon regulatory approval, we distribute, market and sell these products. Currently, we have in-licensed the rights to sell fifteen (15) drugs, Amphocil from Three Rivers Pharmaceuticals, Elaprase and Replagal from Shire Pharmaceuticals, Infasurf from Ony, Inc, Erwinase, Kidrolase, and the Rapydan pain patch from EUSA, Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, Oramorph and Pethidine from Molteni Farmaceutici and Abioklad from Abiogen Pharma. Our efforts are focused on specialist physicians in private practice or at hospitals and major medical centers in our territories. Below is a description of our in-licensed products.

ABIOKLAD(R)

ABIOKLAD(R) (Disodium Clodronate) is a bisphosphonate that binds to calcium and inhibits osteoclastic bone resorption, crystal formation and dissolution, resulting in a reduction of bone turnover. ABIOKLAD(R) is indicated for the control of malignancy-associated hypercalcemia (high levels of calcium in blood), the inhibition of osteolysis (degeneration of bone tissue) resulting malignant tumors and the decrease of bone pain.

ABIOKLAD(R) is an approved FDA prescription product owned by Abiogen Pharmaceuticals, Inc. and marketed by Abiogen Pharmaceuticals, Inc. in the US. Samaritan signed an exclusive distribution deal for Greece and Cyprus with Abiogen Pharmaceuticals on March 14, 2008.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for ABIOKLAD(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval

AMPHOCIL(R)

AMPHOCIL(R) is a lipid form of amphotericin B indicated for the treatment of invasive aspergillosis, a life threatening systemic fungal infection. AMPHOCIL(R) is indicated for the treatment of severe systemic and/or deep mycoses in cases where toxicity or renal failure precludes the use of conventional amphotericin B in effective doses, and in cases where prior systemic antifungal therapy has failed. Fungal infections successfully treated with AMPHOCIL(R) include disseminated candidiasis and aspergillosis. AMPHOCIL(R) has been used successfully in severely neutropenic patients.

AMPHOCIL(R) is an approved FDA prescription product owned by Three Rivers Pharmaceuticals, Inc. and marketed by Three Rivers Pharmaceuticals, Inc. in the US. Samaritan signed an exclusive distribution deal for Greece and Cyprus with Three Rivers on December 14, 2005. Three Rivers added the territory of Ireland to Samaritan's existing exclusive licensing agreement to market Amphocil in Greece and Cyprus in October 2007.

Samaritan is now marketing AMPHOCIL(R) in Greece.

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ELAPRASE(R)

ELAPRASE(R) is a human enzyme replacement therapy for the treatment of Hunter syndrome, also known as Mucopolysaccharidosis II (MPS II). Hunter syndrome is a rare, life-threatening genetic condition that results from the absence or insufficient levels of the lysosomal enzyme iduronate-2-sulfatase. Without this enzyme, cellular waste products accumulate in tissues and organs, which then begin to malfunction.

ELAPRASE(R) was granted marketing authorization for the long-term treatment of patients with Hunter's disease by the European Commission in January 2007. ELAPRASE(R) is the first, and only, enzyme replacement therapy for Hunter's disease patients and was launched in the U.S. in July 2006.

On December 19, 2007, the Company received pricing approval for ELAPRASE from the Greek Ministry of Development. On March 1, 2007, Samaritan signed an exclusive licensing agreement with Shire Human Genetic Therapies (SHPGY.O) to market and sell ELAPRASE(R) in Greece and Cyprus.

Currently, Samaritan is marketing ELAPRASE(R) in Greece.

ERWINASE(R)

ERWINASE(R) is indicated for the treatment of Acute Lymphoblastic Leukemia (ALL). Asparagine is an amino acid that is essential for cell growth; it is produced by most cells, but not all blood cells. Mutated (cancer) cells in ALL rely on asparagine circulating in the blood for growth. L-sparaginase is an enzyme that lowers circulating asparagine levels in the blood thereby depriving the mutated blood cells of asparagine and inhibiting their growth.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Erwinase(R) in Greece and Cyprus. Erwinase(R) is an approved FDA prescription product and is owned by EUSA Pharma. and marketed by EUSA Pharma, in the U.S.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for Erwinase® with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

INFASURF(R)

INFASURF(R) treats and prevents Respiratory Distress Syndrome (RDS). This syndrome occurs when infants lack surfactant, a natural substance normally produced in the body, which is necessary for lungs to function normally. INFASURF(R) is used exclusively in hospitals with a neonatal intensive care unit (NICU) and is administered by neonatologists, neonatal nurses, neonatal nurse practitioners and respiratory therapists.

On January 16, 2007, Samaritan signed an exclusive agreement with Siraeo, Ltd for the marketing and distribution of the product INFASURF(R) in Turkey, Serbia, Bosnia, Macedonia, Albania, Egypt and Syria. INFASURF(R) is an approved FDA prescription product owned by ONY, Inc. and marketed by Forest Laboratories in the U.S.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for INFASURF(R) with regulatory authorities in Turkey, Serbia, Bosnia, F.Y.R.O.M., Albania, Egypt and Syria to gain country marketing authorization drug approval.

KIDROLASE(R)

KIDROLASE(R) is indicated in the treatment of Acute Lymphoblastic Leukemia. Asparagine is an amino acid that is essential for cell growth; it is produced by most cells, but not all blood cells. Mutated (cancer) cells in ALL rely on asparagine circulating in the blood for growth. L-Asparaginase is an enzyme that lowers circulating asparagine levels in the blood thereby depriving the mutated blood cells of asparagine and inhibiting their growth.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Kidrolase(R) in Greece and Cyprus. Kidrolase(R) is an approved FDA prescription product and is owned by EUSA Pharma and marketed by EUSA Pharma, in the U.S.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for Kidrolase(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

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MEPIVAMOL(R)

MEPIVAMOL(R) (Mepivacaine) is an effective and reliable local anesthetic of intermediate duration and low systemic toxicity. It is widely used for regional anesthetic procedures such as IVRA, infiltration, epidural blockade, plexus and peripheral nerve blockade. MEPIVAMOL(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Farmaceutici, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of MEPIVAMOL(R) in the countries of Greece and Cyprus.

Currently, Samaritan Pharmaceuticals is utilizing the Italian Ministry of Health approved regulatory file in preparing marketing applications for MEPIVAMOL(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

METHADONE HCL(R)

METHADONE HCL(R) is an opiate agonist. METHADONE HCL(R) prevents heroin or morphine from interacting with receptors for natural painkillers called endorphins, blocking the effects of the addictive drugs and reducing the physical cravings. METHADONE HCL(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Pharmaceuticals, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of METHADONE HCL(R) in the countries of Greece and Cyprus.

Currently, METHADONE HCL(R) can only be sold in Greece and Cyprus via a centralized government tender. Samaritan is preparing a tender application for the next request by Greek authorities for applications.

MORPHINE SULPHATE(R)

MORPHINE SULPHATE(R) (Injectable Formulation) relieves moderate to severe pain by binding to brain receptors. Morphine Sulphate may be used to control the pain following surgery, child birth, and other procedures. It may also be used to treat the pain associated with cancer, heart attacks, sickle cell disease and other medical conditions.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of MORPHINE SULPHATE(R) in the countries of Greece and Cyprus.

Currently, MORPHINE SULPHATE(R) can only be sold in Greece and Cyprus via a centralized government tender. Samaritan has prepared a tender application for the next request by Greek authorities for applications. Samaritan has received its first tender purchase order of Morphine Sulfate from the Institute of Pharmaceutical Research and Technology (IFET).

NALOXONE MOLTENI(R)

NALOXONE MOLTENI(R) is an opioid antagonist which reverses the effects of opioid overdose, for example heroin and morphine overdose. Specifically, Naloxone is used in opioid overdoses for countering life-threatening depression of the central nervous system and respiratory system.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of NALOXONE MOLTENI(R) in the countries of Greece and Cyprus.

Currently, NALOXONE(R) will be sold and distributed by Samaritan on a named patient basis until the pricing and the reimbursement of NALOXONE(R) is established in Greece and Cyprus, with the relevant regulatory authorities.

NALTREXONE MOLTENI(R)

NALTREXONE MOLTENI(R) is an opioid antagonist which is used to help people who have a narcotic or alcohol addiction stay drug free. NALTREXONE MOLTENI(R) is used after the patient has stopped taking drugs or alcohol. It works by blocking the effects of narcotics or by decreasing the craving for alcohol.

NALTREXONE MOLTENI(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Farmaceutici, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

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On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of NALTREXONE MOLTENI(R) in the countries of Greece and Cyprus.

Currently, Samaritan Pharmaceuticals is utilizing the Italian Ministry of Health approved regulatory file in preparing marketing applications for NALTREXONE MOLTENI(R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

ORAMORPH(R)

ORAMORPH(R) is morphine sulphate in an oral solution and is used for managing moderate to severe chronic pain for more than a few days. It works by dulling the pain perception center in the brain. ORAMORPH(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is marketed by Molteni in Italy.

ORAMORPH(R) is approved by the Italian Ministry of Health (The equivalent to the US FDA) and is owned by Molteni Farmaceutici, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of ORAMORPH(R) in the countries of Greece and Cyprus.

Currently, Oramorph has a Greek marketing authorization. Oramorph can only be sold in Greece via a centralized government tender. Samaritan is preparing a tender application for the next request by Greek authorities for applications.

PETHIDINE(R)

PETHIDINE(R) is indicated for the treatment of moderate to severe pain, and may be prescribed as a preoperative medication, support of anesthesia, and obstetric analgesia.

Samaritan has received its first tender purchase order of Pethidine from the Institute of Pharmaceutical Research and Technology (IFET). On January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of PETHIDINE(R) in the countries of Greece and Cyprus.

Currently, Pethidine® can only be sold in Greece and Cyprus via a centralized government tender. Samaritan is preparing a tender application for the next request by Greek authorities for applications.

RAPYDAN(R)

RAPYDAN(R) is indicated for local dermal analgesia on intact skin, and consists of a thin, uniform, local anesthetic formulation with an integrated, oxygen-activated heating component that is intended to enhance the delivery of the local anesthetic. The drug formulation is a eutectic mixture of lidocaine 70 mg and tetracaine 70 mg. Rapydan(R) is indicated to provide local dermal analgesia for superficial venous access and superficial dermatological procedures such as excision, electrodessication and shave biopsy of skin lesions.

On August 3, 2007, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Rapydan(R) in Greece and Cyprus. Rapydan(R) is an approved FDA prescription product under the name SYNERA(R) and is owned by ZARS Pharmaceuticals, Inc. and marketed by Endo Pharmaceuticals, Inc. in the US.

Currently, Samaritan Pharmaceuticals is utilizing the US FDA approved regulatory file in preparing marketing applications for Rapydan® with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

REPLAGAL(R)

REPLAGAL(R) is a long-term enzyme replacement therapy used to treat patients with a confirmed diagnosis of Fabry Disease. Fabry Disease is caused by a deficiency of an enzyme, alpha-galactosidase A (also called ceramidetrihexosidase), involved in the breakdown of fats.

Replagal(R) will be sold and distributed by Samaritan on a named patient basis until the pricing and the reimbursement of Replagal(R) is established in Greece and Cyprus, with the relevant regulatory authorities.

On April 13, 2007, Samaritan signed an exclusive licensing agreement with Shire Pharmaceuticals for the marketing and sale of Replagal(R) in Greece and Cyprus.

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Sales and Marketing

We in-license products that focus on targeting healthcare providers, managed healthcare organizations, specialty distribution companies, government purchasers, and payers.

Product Candidates

A significant portion of our operating expenses are related to the research and development of investigational-stage product candidates. Research and development expenses were $1,733,194 in 2007, $4,667,053 in 2006, and $3,456,301 in 2005.

We currently focus our research and development efforts in the therapeutic areas of Alzheimer's, cancer, cardiovascular and infectious diseases. Any of our programs in these disease areas could become more significant to us in the future, but there can be no assurance that any program in development or investigation will generate viable marketable products. As such, we continually evaluate all product candidates and may, from time to time, discontinue the development of any given program and focus our attention and resources elsewhere. We may choose to address new opportunities for future growth in a number of ways including, but not limited to, internal discovery and development of new products, out licensing and in-licensing of products and technologies, and/or acquisition of companies with products and/or technologies. Any of these activities may require substantial research and development efforts and expenditure of significa nt amounts of capital. The following summarizes our current product candidate programs with relevant out-licensing deals that the Company has completed.

Alzheimer's disease

SP-233

Caprospinol (SP-233) is a novel Alzheimer's drug candidate that Samaritan believes has the potential to clear beta-amyloid plaque from the brain; a problem that most researchers today believe is the cause of Alzheimer's. Samaritan filed an IND application for Caprospinol on October 30, 2006 and was subsequently granted an IND number by the FDA. The Company believes that Caprospinol could be a significant breakthrough in the treatment of Alzheimer's, and plans to provide the information requested by the FDA in order to continue moving our Caprospinol development program forward.

On December 7, 2006, Samaritan announced that the U.S. Food and Drug Administration (FDA) has completed its regulatory review of our IND (Investigational New Drug) application for Caprospinol and has requested that additional information be submitted in support of the safety of Caprospinol, prior to initiating Samaritan's proposed Phase I clinical study. Samaritan is currently performing additional studies to submit and support the IND submitted to the FDA.

Cardiovascular

SP-1000

SP-1000 is a fast-acting peptide that can be used to clean the blood of excessive cholesterol in acute high cholesterol conditions. SP-1000 plays a role in transformation and binding of LDL cholesterol and raising HDL, the good cholesterol, with immediate results.

To this end, Samaritan's collaborating scientists developed SP-1000 to be a potential hypocholesterolemic agent that acts through a new and novel mechanism of action that is quite distinct to the mechanism of action mediating the effects of statins.

The effectiveness of SP-1000 peptide treatment has been demonstrated in two validated hypercholesterolemia animal models, a genetically engineered mouse model mimicking familial hypercholesterolemia, and in diet-induced hypercholesterolemia guinea pigs.

Based on the study results, Samaritan collaborative scientists believe that the SP-1000 peptide could have the following pharmacological activities:

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o      SP-1000 peptide will not interfere with cholesterol metabolism and disposition

o      SP-1000 peptide will increase HDL while decreasing serum free cholesterol and total bile cholesterol

o      SP-1000 peptide will be effective in removing atheromas and preventing plaque formation

o      SP-1000 peptide will protect against high cholesterol-induced neurological, cardiac and muscular suffering, and gross liver morphology

Taken together, these data on classic animal models of familial and dietary hypercholesterolemia show that SP-1000 is an interesting new and novel lipid lowering drug with a strong patent position that represents a competitive advantage over currently available therapeutic options

Infectious Diseases

SP-01A

SP-01A is an HIV oral entry inhibitor drug. In order for viruses to reproduce, they must infect or hi-jack a cell, and use it to make new viruses. Just as your body is constantly making new skin cells, or new blood cells, each cell often makes new proteins in order to stay alive and to reproduce itself. Viruses hide their own DNA in the DNA of the cell, and then, when the cell tries to make new proteins, it accidentally makes new viruses as well. HIV mostly infects cells in the immune system.

Clinical studies to date suggest that SP-01A prevents HIV from entering cells by inhibiting HIV-1 viral replication through a novel mechanism that is unique to any antiviral drug SP-01A reduces intracellular cholesterol and corticosteroid biosynthesis, which causes the inability of lipid rafts in the cellular membrane to organize, ultimately preventing fusion of an HIV receptor and both the CCR5 and CXCR4 cellular receptors.

On March 28, 2007, Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, signed an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, the amount of funds received from Pharmaplaz is $2.15 million; $1.4 million and $750,000 were received during the first and fourth quarter of 2007 respectively. On May 15, 2007, the CEO of Pharmaplaz, Michael Macken, signed a personal guarantee and on May 21, 2007 a stock pledge agreement for 943,291 (split-adjusted) shares of Samaritan Pharmaceuticals to guarantee the balance of the $7.85 million. On May 15, 2007, the amount of shares pledged was worth $1,300,742. On December 31, 2007, the last reported market sale price of our Common Stock was $0.33 and the value of the stock pledge was $311,286. As a result of Pharmaplaz's failure to timely pay the remaining balance of 7.85 million, Pharmaplaz is not in compliance with the terms of the Pharmaplaz Agreement. Samaritan is currently working with Pharmaplaz to collect the past due remaining balance.

Pharmaplaz, a shareholder, will pay for and be responsible for future research and development to bring the technology to market. Samaritan has no remaining obligations or performance for future research and development. The $10,000,000 payment is non-refundable. Upon request, Samaritan might occasionally advise Pharmaplaz regarding SP-01A, in relationship to Principal Investigators with applications for NIH grants, or other grant applications to advance SP-01A, at Pharmaplaz's cost. Samaritan and Pharmaplaz will split 50/50 of all revenues stemming from SP-01A.

SP-30

SP-30 has demonstrated promise in preclinical studies as an antiviral therapeutic in the treatment of Hepatitis C (HCV) as well as a therapeutic adjuvant in the treatment of HIV. SP-30 offers several distinctive competitive advantages as a potential oral adjuvant therapeutic in the treatment of HCV infected individuals. SP-30 is uniquely different from other inhibitors of viral replication in that it appears to condition the cell. This unique multiple target mechanism of action provides several advantages.

1.	In HCV infected individuals, SP-30 uses its unique mechanism to build a fence around the cell and prevent viral entry. Consequently, HCV is unable to replicate or mutate and is eventually eradicated by the immune system.
2.	Because SP-30's targets belong to the host cell and not to the virus itself, SP-30 may not be susceptible to the development of resistance.
3.	SP-30 does not appear to be contraindicated with any other currently approved ARV or HCV treatments.

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Therefore, based on its favorable in-vitro inhibition data, Samaritan is developing a Phase I clinical study protocol for SP-30 as a potential oral adjuvant therapeutic in the treatment of HCV infected individuals.

Endocrinology

SP-6300

SP-6300 is a new and novel approach for the treatment of Cushing's syndrome, also known as exogenous hypercortisolism. Cushing's syndrome affects adults 20 to 50 with an estimated 10 to 15 of every million people affected each year. Hypercortisolism occurs when the body's tissues are exposed to excessive levels of cortisol for long periods of time.

Many people suffer the symptoms of exogenous hypercortisolism because they take glucocorticoid hormones such as prednisone, dexamethasone (Decadron) and methylprednisolone (Medrol), for asthma, rheumatoid arthritis, lupus and other inflammatory diseases or for immunosuppression after transplantation. People can also develop exogenous hypercortisolism from injectable corticosteroids – for example, repeated injections for joint pain, bursitis and back pain.

On September 18, 2007, Samaritan announced that the U.S. Food and Drug Administration (FDA) has completed its regulatory review of our IND (Investigational New Drug) application for SP-6300.

Non Drug Products

Alzheimer's Diagnostic Blood Test

Our Alzheimer's diagnostic is a simple blood test which can be used as an alternative or supplement to spinal taps or expensive MRIs currently used by competitors.

Breast Cancer Diagnostic

Our non-invasive blood test could be the first diagnostic tool to predict if a breast tumor is cancerous, with the added possibility to detect one single aggressive cancer cell out of a million blood cells. This tool could also be used as a monitoring tool to measure the success of chemotherapy, radiation and other drug treatments for aggressive cancer and ultimately allow patients to avoid the high costs and negative effects of unnecessary chemotherapy.

Alzheimer's Rat Model Tool to Test New Drugs

We have developed an animal model that mimics the human phenotype of Alzheimer's disease pathology. We believe this Alzheimer's Rat Model will likely provide pharmaceutical companies the means to rapidly screen and develop therapeutics to control Alzheimer's disease.

Collaborations, Alliances, and Investments

The Research Institute of McGill University Health Centre and Samaritan Therapeutics

On July 1, 2007, Samaritan executed research collaboration (the "Research Collaboration") with the Research Institute of McGill University Health Centre and Samaritan Therapeutics over a ten-year period through 2017 to discover and develop new compounds. The budget is for $1,000,000 paid over four (4) quarterly payments of $250,000, is unallocated, and covers the general research and development effort. Under the Research Collaboration, the Company receives worldwide exclusive rights, excluding Canada, to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration. Samaritan Therapeutics receives exclusive rights to the Canadian market to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration.

Under the Research Collaboration, Samaritan receives worldwide exclusive rights to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration. Dr. Vassilios Papadopoulos, Dr. Janet Greeson and Dr. Wolfgang Renz lead our team of eight (8) research professionals (including five (5) Ph.D. level research scientists) who have expertise in the fields of endocrinology, pharmacology, cell biology, organic and steroid chemistry, and computer modeling. We are not obligated to pay the Research Collaboration any milestone payments. Our collaborators are entitled to receive royalties based on our revenue from product sales and sublicenses, if any. Samaritan Pharmaceuticals and Samaritan Therapeutics have both assumed responsibility, at their own individual expense, for the process of seeking any regulatory approvals for and conducting clinical trials with respect to any licensed product or applicat ion of the licensed technology. Samaritan controls and has the financial responsibility for the prosecution and maintenance in respect to any patent rights related to the licensed technology.

Pharmaplaz, LTD

Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, have an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, Samaritan has received $2.15 million, with a balance of $7.85 million remaining.

Pharmaplaz will be responsible for clinical development, clinical trial costs and manufacturing. Upon successful commercialization, Samaritan and Pharmaplaz will co-market SP-01A and will share 50-50, in its revenue royalty stream. Samaritan is responsible for all patent expenses, including filing, prosecution, and enforcement expenses.

Pharmaplaz is a fully integrated pharmaceutical company located in Athlone, Ireland. Pharmaplaz develops patented pharmaceutical technologies and products, and has expertise in initial research, process development, clinical trials, regulatory submissions and product manufacturing. Pharmaplaz, in addition, offers facilities for the development of products and processes in life sciences, and can also provide additional support with government grant aid and regulatory affairs.

Shire Pharmaceuticals

On March 1, 2007, Samaritan executed a two-year exclusive licensing deal with Shire Pharmaceuticals for the marketing of Elaprase in Greece and Cyprus. The product shall be supplied on a named patient basis until the conclusion of the negotiations relating to the pricing and reimbursement of Elaprase in the territories with the relevant regulatory authorities.

Founded in 1986, Shire is a global specialty pharmaceutical company marketing products to defined customer groups (specialist doctors). Sales and marketing is a core Shire competence, where effective targeting of prescribers allows maximization of sales by a relatively small but high quality sales force.

Shire's strategic goal is to become the leading specialty pharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT), gastrointestinal (GI) and renal diseases. The structure is sufficiently flexible to allow Shire to target new therapeutic areas to the extent opportunities arise through acquisitions. Shire believes that a carefully selected portfolio of products with a strategically aligned and relatively small-scale sales force will deliver strong results. Shire's in-licensing, merger and acquisition efforts are focused on products in niche markets with strong intellectual property protection either in the US or Europe.

Three Rivers Pharmaceuticals(R)

On December 12, 2005, Samaritan signed a ten-year (with five-year automatic renewals) exclusive licensing agreement with Three Rivers Pharmaceuticals, Inc. for the marketing of Amphocil, a prescription drug in Greece; authorization is pending for Cyprus and Ireland.

Established in 2000, Three Rivers Pharmaceuticals(R) devotes its efforts and resources to developing, manufacturing, and marketing pharmaceutical therapies which are indicated for diseases/medical conditions requiring specialized treatment. Currently, Three Rivers Pharmaceuticals markets prescription drugs in both the U.S. and internationally, in the therapeutic categories of antiviral and antifungal agents.

Three Rivers has continued to expand its product line into the branded market with the acquisition of AMPHOTEC/AMPHOCIL(R) in May of 2005. This product is currently being marketed in over 40 countries worldwide.

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Molteni Farmaceutici

On January 1, 2007, Samaritan executed a four-year (with two-year automatic renewals) exclusive licensing agreement with Molteni Farmaceutici for the marketing of Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, and Oramorph in Greece and Cyprus.

Molteni is rich in history with over a century of experience beginning with the opening of its manufacturing facility at the Molteni Pharmacy Laboratory located in the historic center of Florence, Italy. The strategic therapeutic areas on which Molteni makes an effort for trading new alliances are concentrated on Analgesia, Anesthesia and Drug Addition Therapy.

Siraeo, Ltd.

On December 28, 2006, Samaritan signed a ten-year (with three-year automatic renewals) exclusive licensing agreement with Siraeo, Ltd for the marketing of Infasurf in Turkey, Serbia, Bosnia, Macedonia, Albania, Egypt and Syria. Infasurf is an approved FDA prescription product owned by Ony, Inc. and marketed by Forest Laboratories in the US.

EUSA Pharma

On August 3, 2007, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product RAPYDAN(R) in Greece and Cyprus. Rapydan(R) is an approved FDA prescription product under the name SYNERA(R) and is owned by ZARS Pharmaceuticals, Inc. and marketed by Endo Pharmaceuticals, Inc. in the US.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the products ERWINASE(R) and KIDROLASE(R) in Greece and Cyprus. Erwinase(R) and Kidrolase are approved FDA prescription products and are owned by EUSA Pharma and marketed by EUSA Pharma, in the U.S.

EUSA Pharma is a specialty pharma company with a strong and growing portfolio of specialty hospital medicines which has been built through the acquisition of Talisker Pharmaceuticals in July 2006 and OPI in March 2007. Its primary marketed products are Erwinase(R) Rapydan(R), Kidrolase(R), Fomepizole(R) and Xenazine(R). In addition, it has an active development pipeline including candidates in rheumatoid arthritis and Alzheimer’s disease, schizophrenia and Lambert Eaton Syndrome.

Abiogen Pharma

Abiogen Pharma is a private Italian pharmaceutical company, founded in Pisa in 1997, involved in R&D, manufacturing and marketing. Abiogen has a prestigious R&D pipeline, has demonstrated significant skills in innovative compound development and is now broadening into the biotechnological field. Abiogen’s research on the osteo-articular metabolism led to the marketing of four bisphosphonates and established Abiogen Pharma as a unique world-wide company.

Plan and Results of Operations

We have used the proceeds from private placements of our Common Stock, primarily to expand our preclinical and clinical efforts, as well as for general working capital. At this time, we are beginning to commit additional resources to the development of SP-233, as well as for the development of our other drugs.

On July 5, 2007, the Company's Board of Directors affected a one-for-six reverse stock split of its common stock. The financial statements presented herein have been restated to reflect the reverse stock split as if it had occurred at the beginning of each period presented. All share and per share information included in these consolidated financial statements has been adjusted to reflect this reverse stock split.

The net loss since our inception on September 5, 1994 through December 31, 2007 was $44,335,140. We expect losses to continue for the near future, and such losses will likely increase as human clinical trials are undertaken in the United States. Future profitability will be dependent upon our ability to complete the development of our pharmaceutical products, obtain necessary regulatory approvals and effectively market such products. In addition, future profitability will require the Company to establish agreements with other parties for clinical testing, manufacturing, commercialization, and sale of our products.

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Liquidity and Capital Resources

The following table sets forth our consolidated net cash provided by (used in) operating, investing and financing activities for each of the years in the three-year period ending December 31, 2007:

		2007		2006		2005
Cash provided by (used in):
Operating activities	$	(1,347,122)	$	(6,248,128)	$	(4,635,947)
Investing activities	$	(456,130)	$	44,223	$	972,460
Financing activities	$	1,348,748	$	6,489,517	$	1,681,500

As of December 31, 2007, the Company's cash position was $287,571. We are continuing efforts to raise additional capital and to execute our research and development plans. Even if we are successful in raising sufficient money to carry out these plans, additional clinical development is necessary to bring our products to market, which will require a significant amount of additional capital.

On March 28, 2007, Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, signed an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, the amount of funds received from Pharmaplaz is $2.15 million; $1.4 million and $750,000 were received during the first and fourth quarter of 2007 respectively. On May 15, 2007, the CEO of Pharmaplaz, Michael Macken, signed a personal guarantee and on May 21, 2007 a stock pledge agreement for 943,291 (split-adjusted) shares of Samaritan Pharmaceuticals to guarantee the balance of the $7.85 million. On May 15, 2007, the amount of shares pledged was worth $1,300,742. On December 31, 2007, the last reported market sale price of our Common Stock was $0.33 and the value of the stock pledge was $311,286. As a result of Pharmaplaz's failure to timely pay the remaining balance of 7.85 million, Pharmaplaz is not in compliance with the terms of the Pharmaplaz Agreement. Samaritan is currently working with Pharmaplaz to collect the past due remaining balance.

Pharmaplaz, a shareholder, will pay for and be responsible for future research and development to bring the technology to market. Samaritan has no remaining obligations or performance for future research and development. The $10,000,000 payment is non-refundable. Upon request, Samaritan might occasionally advise Pharmaplaz regarding SP-01A, in relationship to Principal Investigators with applications for NIH grants, or other grant applications to advance SP-01A, at Pharmaplaz's cost. Samaritan and Pharmaplaz will split 50/50 of all revenues stemming from SP-01A.

Cash used in investing activities was $(456,130) for the twelve (12) month period ending December 31, 2007, as compared to $44,223 for the twelve (12) month period ending December 31, 2006. Activity from 2006 reflects proceeds from the liquidation of certificates of deposit offset by investing activity such as the purchase of equipment and patent registration costs. Activity from 2007 reflects the continuing investment in patent registration costs. There were no CDs liquidated during 2007.

Cash provided by financing activities was $1,348,748 for the twelve (12) month period ending December 31, 2007, as compared to was $6,489,517 for the twelve (12) month period ending December 31, 2006, a decrease of $5,140,769 seventy-nine percent (79%). During 2006, the Company drew frequently from its equity financing source totaling approximately $4.2 million in such proceeds. During 2007, the Company drew $480 thousand. Additionally, cash raised from private placements declined from approximately $2.2 million during 2006 to approximately $570 thousand during 2007.

Cash used in operating activities during the twelve month (12) period ending December 31, 2007 was $(1,3477,122), as compared to $(6,248,128)for the twelve (12) month period ending December 31, 2006. This decrease is primarily attributable to the inception of licensing and product revenue as represented by receivables and a reduction in research activity.

Current assets as of December 31, 2007 were $2,232,040 as compared to $1,073,921 as of December 31, 2006. This increase of $1,158,119, or one hundred-eight percent (108%), is primarily attributable to recording receivables from both the licensing agreement with Pharmaplaz and the overseas product sales. Current liabilities as of December 31, 2007 were $2,526,211 as compared to $1,519,565 as of December 31, 2006, an increase of $1,006,646 or sixty-six percent (66%). Such increase is the result of product costs relating to the overseas product sales, officer compensation, and a loan from a shareholder.

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We will continue to have significant general and administrative expenses, including expenses related to clinical studies, our research collaboration with universities and patent registration costs. We will require substantial additional funds to sustain our operations and to grow our business. The amount will depend, among other things, on (a) the rate of progress and cost of our research and product development programs and clinical trial activities; (b) the cost of preparing, filing, prosecuting, maintaining and enforcing patent claims and other intellectual property rights; and (c) the cost of developing manufacturing and marketing capabilities, if we decide to undertake those activities. The clinical development of a therapeutic product is a very expensive and lengthy process which may be expected to utilize $5 to $20 million over a three (3) to six (6) year development cycle. We will also need to obtain additional funds to d evelop our therapeutic products and our future access to capital is uncertain. The allocation of limited resources is an ongoing issue for us as we move from research activities into the more costly clinical investigations required to bring therapeutic products to market. We also expect to generate revenues from our marketed products in the near future, and our business model has changed from a development model to a licensing and development model. For more information on the change in business model, please see "Commercialization Business Model" section.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has generated minimal revenues and experienced an accumulated deficit of $44,335,140 through December 31, 2007. For the year ended December 31, 2007 and 2006, the Company incurred net losses of $3,025,998 and $7,572,746, respectively and used cash flows from operations of $1,347,122 and $6,248,128, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in note 2. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.< /P>

Our current resources are insufficient to fund all of our planned development and commercialization efforts. As of December 31, 2007, we have a working capital deficiency and we had cash, cash equivalents, and marketable securities of approximately $287,571. Currently, we have out-licensed our SP-01A and in-licensed the rights to sell fifteen (15) drugs, Amphocil from Three Rivers Pharmaceuticals, Elaprase and Replagal from Shire Pharmaceuticals, Infasurf from Ony, Inc, Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, Oramorph, and Pethidine from Molteni Pharmaceuticals, Erwinase, Kidrolase, and Rapydan from EUSA Pharma and Abioklad from Abiogen Pharma to meet our cash needs. We intend to continue to explore avenues to obtain additional capital through private placements, if we are unable to obtain additional financing, we might be required to delay, scale back or eliminate selected research and product development programs or clinical trials, or be required to license third parties to commercialize products or technologies that we would otherwise undertake ourselves, or cease certain operations all together. Any of these options might have a material adverse effect upon the Company. If we raise additional funds by issuing equity securities, dilution to stockholders may result, and new investors could have rights superior to existing holders of shares. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences would have a material adverse effect on our business, operating results, financial condition and prospects

During the first quarter of 2008, the Company borrowed an aggregate of $129,500 on a short-term basis pursuant to the terms of promissory notes from the Company and in favor of the Lender (the "Notes"). Proceeds from each of the loans funded the Company's continuing operating expenses, ongoing expenses, legal and accounting fees, as well as for working capital and other contingencies. Under the terms of the Notes issued by the Company to the Lender, the Company will: (i) pay interest to the Lender at a rate of 16% per annum and ii) 100% warrant coverage. The principal and interest due on the Notes are due on demand. The Notes will be repaid from proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations. The prior notes of $300,000 that the Company borrowed in 2007 were renegotiated to match the terms of notes issued during the first quarter of 2008. T he Notes will be repaid from proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations.

Results of Operations For The Twelve (12) Months Ending December 31, 2007 As Compared To The Twelve (12) Months Ending December 31, 2006

During the years ending December 31, 2007 and 2006, we incurred research expenditures pursuant to grants we received from the U.S. Department of Health and Human Services. We recognized grant revenue of $205,000 and $32,379, the extent of such qualifying expenditures for 2007 and 2006, respectively.

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We incurred research and development expenses of $1,733,194 for the year ended December 31, 2007, as compared to of $4,667,053 for the year ended December 31, 2006. This decrease of $2,933,859, or sixty-three percent (63%), was primarily attributable to (a) entering into the latter stage of our Phase IIb HIV clinical trial, (b) decreased expenses incurred to development of SP-01A, and (c) less work during this time period to complete the chemistry, manufacturing and controls (CMC) section of New Drug Application for the FDA. We expect that research and development expenditures relating to drug discovery and development will increase in 2008 and into subsequent years due to FDA clinical trials which include the continuation and expansion of clinical trials (i) our Alzheimer's drug program, (ii) the initiation of trials for other potential indications and (iii) additional study expenditures for potential pharmaceutical candidates. Research and development expenses may fluctuate from period to period depending upon the stage of certain projects and the level of preclinical testing and clinical trial-related activities.

General and administrative expenses increased to $4,285,872 for the year ended December 31, 2007, as compared to $2,812,934 for the year ended December 31, 2006. This increase of $1,472,938 or fifty-two percent (52%) was primarily attributable to increases in compensation and hiring of new employees to implement our strategy in Eastern Europe.

Depreciation and amortization amounted to $184,967 for the year ended December 31, 2007, as compared to $156,933 for the year ended December 31, 2006. This increase of $28,034 or eighteen percent (18%) was primarily attributable to increased amortization of patent registration costs and technology rights for the year ended December 31, 2007.

Net interest (income) expense amounted to $(13,897) and $(31,795) for the years ending December 31, 2007 and 2006, respectively. The credit balance in the interest expense account is due to offsetting interest earned from holding our cash in notes receivable and certificates of deposits. During 2007, the Company received a loan of $300,000. Therefore, interest expense accrued pertaining to the loan offset interest earned on the note receivable.

Other comprehensive income (loss) is comprised of two components. The Company invests in marketable securities to earn a return on cash not needed in the short-term. Temporary, unrealized gains and losses are recorded to reflect changes in the market value of the temporary investments as they occur. There were no marketable securities owned during 2007 During 2006, there was a realized loss of $3,160 on the liquidation of the CD. The other component of comprehensive income is due to the payment in foreign currency of operations that occur in Ireland and Greece. The amount of the gain or loss is a function of the relative strength of the American dollar to the Euro. At December 31, 2007, the balance of the foreign currency translation gain was $60,525.

We had a net loss of $3,025,998 for the year ended December 31, 2007, as compared to $7,572,746 for the year ended December 31, 2006. The loss per share for the yearly periods was $0.12 and $0.29 per share, respectively, for 2007 and 2006 per share. The decreased loss of $4,546,748 reflects the stages of the Company’s maturing technology rights as the Company markets both licensing and product.

Results of Operations For The Twelve (12) Months Ending December 31, 2006 As Compared To The Twelve (12) Months Ending December 31, 2005

During the years ending December 31, 2006 and 2005, we incurred research expenditures pursuant to grants we received from the U.S. Department of Health and Human Services. We recognized grant revenue of $32,379 and $256,847, the extent of such qualifying expenditures for 2006 and 2005, respectively.

We incurred research and development expenses of $4,667,053 for the year ended December 31, 2006, as compared to $3,456,301 for the year ended December 31, 2005. This increase of $1,210,752, or thirty-five percent (35%), was primarily attributable to (a) the continuation of our Phase IIb HIV clinical trial, (b) our increase in financial commitment with Georgetown University, (c) additional expenses incurred to development of SP-01A, including payments to Pharmaplaz, LTD for the manufacturing of SP-01A and (d) performing the work necessary to complete the chemistry, manufacturing and controls (CMC) section of New Drug Application for the FDA, which was submitted with studies conducted under the IND for SP-01A. In 2007, we had a decrease research and development expenditures relating to drug discovery and development, but we expect it to increase in 2008 and subsequent years due to FDA clinical trials which include the continuation and expansion of clinical trials (i) our Alzheimer's drug program, (ii) the initiation of trials for other potential indications and (iii) additional study expenditures for potential pharmaceutical candidates. Research and development expenses may fluctuate from period to period depending upon the stage of certain projects and the level of preclinical testing and clinical trial-related activities.

General and administrative expenses increased to $2,812,934 for the year ended December 31, 2006, as compared to $2,320,011 for the year ended December 31, 2005. This increase of $492,923 or twenty-one percent (21%) was primarily attributable to increases in compensation and advertising.

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Depreciation and amortization amounted to $156,933 for the year ended December 31, 2006, as compared to $98,115 for the year ended December 31, 2005. This increase of $58,818 or sixty percent (60%) was primarily attributable to research equipment purchases during the second quarter of 2005 and amortization of patent registration costs of $55,458 for the year ended December 31, 2006.

Net interest (income) expense amounted to $(31,795) and $(60,021) for the years ending December 31, 2006 and 2005, respectively. The credit balance in the interest expense account is due to offsetting interest earned from holding our cash in marketable securities and certificates of deposits. During 2006, a certificate of deposit was liquidated to provide operating capital. Therefore, interest earnings declined from 2005 to 2006.

Other comprehensive income (loss) is comprised of two components. The Company invests in marketable securities to earn a return on cash not needed in the short-term. Temporary, unrealized gains and losses are recorded to reflect changes in the market value of the temporary investments as they occur. At December 31, 2006, such market fluctuations totaled $3,933. During 2006, there was a realized loss of $3,160 on the liquidation of the CD. The other component of comprehensive income is due to the payment in foreign currency of operations that occur in Ireland and Greece. The amount of the gain or loss is a function of the relative strength of the American dollar to the Euro. At December 31, 2006, the balance of the foreign currency translation gain was $77,141.

We had a net loss of $7,572,746 for the year ended December 31, 2006, as compared to $5,557,559 for the year ended December 31, 2005. The loss per share for the yearly periods was $0.05 and 0.04 per share, respectively, for 2006 and 2005 per share. The increased loss of $2,015,187, relates primarily to increased expenses, particularly in research, as described above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not engage in trading market-risk sensitive instruments and do not purchase hedging instruments or other than trading instruments that are likely to expose us to market risk, whether interest rate, foreign currency exchange, commodity price or equity price risk. During the first quarter of 2008, the Company borrowed an aggregate of $129,500 on a short-term basis pursuant to the terms of promissory notes from the Company and in favor of each of the individual lenders (the "Notes"). Proceeds from each of the loans funded the Company's continuing operating expenses, ongoing expenses, legal and accounting fees, as well as for working capital and other contingencies. Under the terms of the Notes issued by the Company to each Lender, the Company will: (i) pay interest to each Lender at a rate of 16% per annum and ii) 100% warrant coverage. The principal and interest due on the Notes are due on demand. The Notes will be repaid fro m proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations. The prior notes of $300,000 that the Company borrowed in 2007 were renegotiated to match the terms of notes issued during the first quarter of 2008. We have not entered into any forward or future contracts, and have purchased no options and entered into no swaps. We have no credit lines or other borrowing facilities, and do not view ourselves as subject to interest rate fluctuation risk at the present time.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Samaritan Pharmaceuticals, Inc. financial statements, schedules and supplementary data, appear in a separate section of this report beginning with page F-1.

ITEM 9A(T). CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2007. Our management has concluded, based on their evaluation, that as of the end of the period covered by this report, our disclosure controls and procedures were effective as of December 31, 2007 to ensure that information required to be disclosed by us in the reports we file or submit 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.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

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The management of Samaritan Pharmaceuticals is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance, based on an appropriate cost-benefit analysis, regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2007, our internal control over financial reporting is effective based on these criteria. This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

(c) Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fourth quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name, age and position of our executive officers, directors, key employees and key consultants as of the date hereof:

Name	Age	Served Since	Position(s) with Company
Dr. Janet R. Greeson (3)	64	10/19/1997	CEO, President and Chairman of the Board
Mr. Eugene J. Boyle (4)	42	05/20/2000	CFO, COO and Director
Dr. Thomas Lang	56	06/20/2004	Chief Drug Development Officer
Dr. Christos Dakas	46	06/29/2005	Managing Director, Samaritan Europe
Ms. Kristi C. Eads	38	11/20/2000	VP Business Development, Corporate Sec.
Mr. George Weaver	42	07/20/2003	Regulatory Affairs Officer
Ms. Dianne Thompson	45	10/01/2006	Comptroller
Mr. Jacinto L. Ayala (1)(3)(6)(7)	55	12/05/2007	Director
Mr. Robert W. Crane (1)(2)(4)(7)	64	12/05/2007	Director
Mr. Julio L. Garcia (5)	50	08/14/2007	Director
Mr. Welter “Budd” Holden (1)(3)	76	10/19/1997	Director
Dr. Laurent Lecanu (5)	39	06/10/2005	Director
Dr. Erasto R. C. Saldi (3)	48	05/20/2003	Director
Ms. Cynthia C. Thompson (2)(4)(6)(7)	48	03/19/1999	Director
Mr. H. Thomas Winn (2)(5)(6)	67	03/19/1999	Director
Dr. Vassilios Papadopoulos	47	03/20/2001	Chief Scientist and Key Consultant

(1)	Member of the Nominating Committee.
(2)	Member of the Internal Control Committee.
(3)	Class I Director, term expires 2010.
(4)	Class II Director, new term expires 2009.
(5)	Class III Director, term expires 2008.
(6)	Member of the Audit and Finance Committee.
(7)	Member of the Compensation and Governance Committee.

Dr. Janet R. Greeson. Dr. Greeson has served as the Company's CEO, President and Chairman of the Board since October 30, 2000 and has led the bold initiative that transformed Samaritan from a "one drug" Company to an innovative "Drug Development Pipeline" Biopharmaceutical Company. Dr. Greeson is a successful healthcare professional with over two (2) decades of corporate experience focused on emerging growth situations, leadership development, and mergers and acquisitions. Dr. Greeson has worked with Samaritan for ten (10) years, and has served as CEO for the past five (5) years. Dr. Greeson is a co-inventor of eighteen (18) patent applications, and presently has nine "peer reviewed" journal publications. She also currently fulfills her altruistic energies with the Samaritan Innovative Science Foundation. Dr. Greeson holds a BA, from Florida Technological University in 1978; an MA from Rollins College in 1979; and a Ph.D. from Co lumbia Pacific University in 1987.

Mr. Eugene J. Boyle. Eugene Boyle has served as Chief Financial Officer, Chief Operations Officer, and a Director of Samaritan Pharmaceuticals since June 16, 2000. Mr. Boyle received a BSE in Computer Engineering and Applied Mathematics from Tulane University, served in the US Navy as a Lt. during the Gulf War and then went on to get his MBA from Babson College and JD from Concord University. Mr. Boyle is a registered patent agent and admitted to practice before the United States Patent and Trademark Office (USPTO) in all matters relating to patents. He also served on Nevada Gold & Casino's (AMEX:UWN) Advisory Board from 1999 to 2003.

Dr. Thomas Lang. Dr. Lang has served as the Chief Drug Development Officer for Samaritan since 2004. From the years 2003 to 2004, Dr. Lang was an FDA consultant to various companies. He was also the former Vice Chairman and President of Serono Inc., the U.S. Company of Serono, S.A. Dr. Lang holds technical degrees in Chemistry and Pharmacy, an MBA degree, a Ph.D. degree and is a registered pharmacist in the State of New Jersey.

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Dr. Christos Dakas, D.Pharm., Ph.D. Dr. Christos Dakas, joined Samaritan in June 2005 to oversee European operations, including Samaritan Ireland Pharmaceuticals, Limited. Dr. Dakas served as an executive with Arriani Pharmaceuticals for the two years prior to joining Samaritan and had a successful career in various other executive positions with Gerolymatos, and Genesis Pharma. A pharmaceutical chemist by training with a number of published papers, he holds degrees from the University of Toronto, Kings College of University of London, and the University of Wales in Cardiff.

Ms. Kristi C. Eads. Kristi Eads, J.D., Vice President of Business Development, joined Samaritan Pharmaceuticals in 2000, and has functioned as Vice President of Samaritan since January of 2004. Ms. Eads works with Samaritan's business development team to optimize Samaritan's licensing and partnering opportunities by executing business development initiatives and assisting with strategic planning. Ms. Eads obtained her juris doctorate from Concord University and has a bachelor of arts from the University of Oregon.

Mr. George Weaver. Mr. Weaver has served as the Regulatory Affairs Officer for Samaritan since 2003. Mr. Weaver majored in chemistry and minored in business economics at UCLA. After working as an environmental toxicology consultant for two (2) years, Mr. Weaver earned a Bachelor's of Science in Environmental Engineering and assumed an appointed position as Chair of Industry Waste Classification and Toxicology Focus Group under the California Department of Toxic Substances Control Regulatory Structure Update.

Dianne Thompson. Ms. Thompson is the Comptroller of Samaritan Pharmaceuticals and the Senior V.P. of Public Affairs & Development for the Samaritan Innovative Science Foundation (SISF). For the two years prior to joining SISF, Ms. Thompson was a financial consultant to various companies. Ms. Thompson received her BS in Business Administration and Economics from Notre Dame de Namur University, Belmont, California, and her MBA from Pepperdine University, Malibu, California. Ms. Thompson founded her own business management consulting company in 1998 and has had a vast array of clients in both the for-profit and nonprofit sectors.

Mr. Jacinto L. Ayala. Mr. Ayala has served as a director since December 2007. He is the Chairman of the Nomination Committee and serves on the Audit Committee and the Compensation Committee. Mr. Ayala has more than thirty years of health care experience as an accomplished executive of managed care companies and hospitals with clinical trial experience. He has held the position of Executive Vice President and Chief Administrative Officer of Palm Springs General Hospital since 2005 and served as Senior Vice President and COO of the Saint Agnes Medical Center. Mr. Ayala received a BA in Sociology and his MBA from Fordham University. He completed his Public Health Administration Residency at Misericordia Hospital Medical Center in Bronx, NY.

Mr. Robert W. Crane. Mr. Crane has served as a director since December 2007 and is a member of the Compensation Committee, Internal Control Committee and the Nomination Committee. Mr. Crane is the founder of Retirement Planning Consultants, Inc., a strategic planning advisory services company to help people and companies protect their financial assets. Mr. Crane has held executive positions in the insurance industry since 1973 and has attained several prestigious designations in the area including Chartered Life Underwriter (CLU), Chartered Financial Consultant (ChFC), Chartered Advisor for Senior Living (CASL).

Dr. Julio L. Garcia. Dr. Garcia has served as a director since October 2007. He is a member of the Science and Technology Committee. Dr. Garcia is Board Certified in Plastic Surgery by the American Board of Plastic Surgeons and the American Board of Facial Plastic and Reconstructive Surgery. He is a Fellow of the American College of Surgeons and also a member of the American Society of Plastic Surgeons, American Academy of Cosmetic Surgery, the American Society of Aesthetic Surgery and the American Society for Laser Medicine and Surgery. For over 19 years, Dr. Garcia has provided aesthetic surgical support to Las Vegas valley residents. He received his Doctor of Medicine from the University of Illinois at Chicago, College of Medicine in 1983 and a Bachelor of Arts, Biology/Art History from the University of Evanston in Illinois in 1979.

Mr. Welter "Budd" Holden. Mr. Holden is a co-founder, has served as a director since 1997, is the Chairman of the Nominating and Corporate Governance Committee, and serves on the Compensation Committee. Mr. Holden has assisted the Company in recruiting and networking patients for clinical trials. He is a well-known designer who has consulted with the rich and famous throughout his whole life. He is a renowned networker and has presented Samaritan to many of his past clients and venture capital groups, including principals of pharmaceutical companies. Mr. Holden is the Chairman of our Business Advisory Board and acts as liaison to the "Samaritan Innovative Science Foundation". He received his B.A. in architectural and interior design from the Pratt Institute in New York, New York.

Dr. Laurent Lecanu. Dr. Lecanu has served as a director since June 10, 2005. He serves on the Nominating and Corporate Governance and Science and Technology committees of Samaritan. Dr. Lecanu received his D.Pharm. in pharmaceutical chemistry and his Ph.D. in neuropharmacology from the School of Pharmaceutical and Biological Sciences at University of Paris (V), Paris, France. Dr. Lecanu is also a former Intern of Paris Hospitals, France, where he demonstrated excellence in the management and performance of clinical trials for new medications.

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Dr. Erasto R. C. Saldi. Dr. Saldi served as a director of the Company from 2003 through March 18, 2008, at which time he passed away. During Dr. Saldi’s tenure with the Company, he served as the Company's Chief Medical Officer and Clinical Study Director, overseeing the clinical site's Principal Investigators that run the Company's FDA clinical trials. From 1999 to 2004, Dr. Saldi was the Medical Director of Fremont Medical Clinic, Desert Lane Care Center, and Cheyenne Care Center, where he improved physician compliance and formulated patient care protocols. From 1996 to 1997, he was Chief Resident, Internal Medicine and from 1997 to 1998 he served as Assistant Clinical Professor, Internal Medicine at the University of Nevada School of Medicine, Las Vegas, Nevada. Dr. Saldi, as an Internist, had extensive experience as a Principal Investigator and manager of clinical research trials.

Ms. Cynthia C. Thompson. Cynthia C. Thompson has been a director since March 31, 1999. She is the Chairman of the Compensation Committee and the Internal Control Committee, and serves on the Audit Committee. Ms. Thompson founded Quest Entertainment, Inc., a gaming technology company, in August of 2003 and serves as the Chairman of the Board and is the President/Chief Executive Officer. Since 1998, she has served as President/CEO of Intuitive Solutions International, Inc., a consulting firm offering corporate support services, including financing and financial structures, strategic planning and partnering, marketing and investor relations.

Mr. H. Thomas Winn. Mr. Winn has served as a Director since 1999 and is the Chairman of the Audit Committee and serves on the Internal Control Committee. Mr. Winn is founder and former Chairman of Nevada Gold & Casinos, Inc. (AMEX:UWN). Since 1983, he has served as President of Aaminex Capital Corporation, a financial consulting and venture capital firm. Mr. Winn has formed numerous investment limited partnerships and capital formation ventures ranging from mining projects, renewable energy, commercial real estate and motion pictures.

Dr. Vassilios Papadopoulos, D.Pharm., Ph.D. Dr. Papadopoulos served as a director from 2001 through June 2005 and currently serves as the Principal Investigator for the collaboration with McGill University and Samaritan Therapeutics. For the five (5) years prior to joining McGill University, Dr. Papadopoulos was a professor at Georgetown University and served as Principal Investigator for the collaboration with Georgetown University. Dr. Papadopoulos has over twenty (20) years of experience and over one hundred forty (140) peer review article publications in the Biopharmaceutical field and numerous patents in the field of steroid biosynthesis, Alzheimer's disease and cancer. Dr. Papadopoulos has been appointed as the new Director of the Research Institute of the McGill University Health Centre in Montreal, Canada. Dr. Papadopoulos will assume his new role officially on July 1, 2007.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of equity securities, to file reports with the Securities and Exchange Commission reflecting their initial position of ownership on Form 3 and changes in ownership on Form 4 or Form 5. Based solely on a review of the copies of such Forms received by us, we believe that, during the fiscal year ended December 31, 2007, all of our officers, directors and ten percent stockholders complied with all applicable Section 16(a) filing requirements on a timely basis.

Standards of Business Conduct and Ethics

The Board has adopted Standards of Business Conduct and Ethics that are applicable to all employees and directors, including our Chief Executive Officer, Chief Financial Officer, other executive officers and senior financial personnel. A copy of our Standards of Business Conduct and Ethics is available on our website at www.samaritanpharma.com. Information on our website is not incorporated by reference. We intend to post any waiver of, or material changes to, these Standards, if any, to our website within four business days of such event.

The Board of Directors and Committees

The Board held in person meetings, conference calls or unanimous consents thirty-seven (37) times during the fiscal year ended December 31, 2007, of which thirty-three (33) were unanimous actions adopted by the Board. Every director attended more than seventy-five (75%) percent of the total number of meetings of the Board. The Company has formed, by determination of the Board, an Audit Committee, with Mr. H. Thomas Winn as Chairman, who is an independent director and a financial expert as used in Item 7(d)(3)(iv) of Schedule 14A (240.14a -101 of this chapter) under the Exchange Act. The Audit Committee held six (6) meetings during the fiscal year ended December 31, 2007. The Compensation Committee, with Independent Director Ms. Cynthia C. Thompson as Chairman, held two (2) meetings during the fiscal year ended December 31, 2007. The Nomination Committee, with Independent Director Mr. Welter "Budd" Holden as Chairman through December 15, 2007, with Jacinto L. Ayala replacing Mr. Holden as Chairman on that date, held two (2) meetings during the fiscal year ended December 31, 2007.

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Class I directors shall serve until the 2010 annual meeting, Class II directors shall serve until the 2009 annual meeting and Class III directors shall serve until the 2008 annual meeting. Each director elected shall serve until his successor is elected and duly qualified.

Committees of the Board of Directors

The Board of Directors has established four committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and Internal Control Committee. Each of these committees has two or more members who serve at the discretion of the Board of Directors. The Audit Committee has a written charter approved by the Board of Directors and can be found under the "Investor Relations" section of our website at www.samaritanpharma.com. The members of the committees are identified in the paragraphs that follow.

Audit Committee. Thomas Winn (Chairman), Cynthia Thompson and Jacinto L. Ayala currently serve on the Audit Committee. The Company has a standing Audit Committee established in accordance with rules under the Exchange Act. Consistent with SEC rules regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. Mr. H. Thomas Winn as Chairman is an independent director and a financial expert as used in Item 7(d)(3)(iv) of Schedule 14 A (240.14a -101 of this chapter) under the Exchange Act.

Compensation Committee. Cynthia Thompson (Chairman), Jacinto L. Ayala, and Robert Crane currently serve on the Compensation Committee. The Compensation Committee administers our executive compensation program. Each member of the Committee is a non-employee and an independent director. The Compensation Committee is responsible for establishing salaries and administering the incentive programs for our Chief Executive Officer and other executive officers. The Compensation Committee has designed the Company's compensation program based on the philosophy that all of our executives are important to our success, with our executive officers setting the direction of our business and having overall responsibility for our results. As with other pharmaceutical companies, we operate in a highly competitive and difficult economic environment. Accordingly, the Compensation Committee has structured the Company's compensation to accomplish several goals: (a) to attract and retain very talented individuals, (b) to reward creativity in maximizing business opportunities and (c) to enhance stockholder value by achieving our short-term and long-term business objectives.

Nominating and Corporate Governance Committee. Jacinto L. Ayala (Chairman), Welter “Budd” Holden, and Robert Crane currently serve on the Nominating Committee. The nominating committee is responsible for overseeing corporate governance matters, reviewing possible candidates for Board membership and recommending nominees for election. The Committee is also responsible for evaluating the function and performance of the Board and overseeing the process for performance evaluation of the Committees of the Board. Additionally, the Committee reviews the Company's management succession plans and executive resources. The Nominating Committee believes members of the Board must possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to stockholders, provide effective oversight of the management of the Company and monitor the Company's adherence to principles of sound corporate governance. Board nominations must be selected by the Nomination Committee, which is comprised solely of independent directors. Although there are formal procedures for you to nominate persons to serve as directors, the Board will consider recommendations from you, which should be addressed to Samaritan Pharmaceuticals, Inc., 101 Convention Center Drive, Suite 310, Las Vegas, Nevada 89109. Our officers are elected by our Board and serve until the earlier of their resignation or removal, or until their successors have been duly elected and qualified.

Internal Control Committee. Cynthia Thompson (Chairman), Thomas Winn, and Robert Crane currently serve on the Internal Control Committee. The Internal Control Committee assists the Board of Directors with 1) periodic review of the internal control system; 2) assessment the internal control system effective functioning; 3) ensuring that the Company’s risks are adequately identified and managed; and 4) evaluating whether the accounting policies applied are adequate and consistent for the purposes of the consolidated financial statements.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview. The Compensation Committee administers our executive compensation program. Each member of the Compensation Committee is a non-employee and an independent director. The Compensation Committee is responsible for establishing salaries, administering the incentive programs, and determining the total compensation for our Chief Executive Officer and other executive officers. The Compensation Committee seeks to achieve the following goals with the Company's executive compensation programs: to attract, motivate and retain key executives and to reward executives for value creation. The Compensation Committee seeks to foster a performance-oriented environment by tying a significant portion of each executive's cash and equity compensation to the achievement of performance targets that are important to the Company and its stockholders. The Company's executive compensation program has three principal elements: base salary, cash bonuses and equity incentives under the Amended Samaritan Pharmaceuticals, Inc. 2001 Stock Incentive Plan and Samaritan Pharmaceuticals, Inc. 2005 Stock Incentive Plan.

We conducted an annual benchmark review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers. This review is based on a survey of executive compensation, "BioWorld Executive Compensation Report", conducted by an independent third party, Thomson BioWorld.

Compensation Philosophy. The Compensation Committee has designed the Company's compensation program based on the philosophy that all of our executives are important to our success, with our executive officers setting the direction of our business and having overall responsibility for our results. As with other pharmaceutical companies, we operate in a highly competitive and difficult economic environment. Accordingly, the Compensation Committee has structured the Company's compensation to accomplish several goals: (a) to attract and retain very talented individuals, (b) to reward creativity in maximizing business opportunities and (c) to enhance stockholder value by achieving our short-term and long-term business objectives.

Elements of Compensation

Executive compensation consists of the following elements:

Base Salary. The Compensation Committee considers peer data as well as individual performance when approving base salaries for executive officers. The Compensation Committee evaluates individual performance based on the achievement of corporate or divisional operating goals and subjective criteria, as well as the Chief Executive Officer's evaluation of the other executive officers. No specific weight is assigned to any particular factor. The Company is currently negotiating new agreements with the Dr. Janet Greeson and Mr. Eugene Boyle. Dr. Thomas Lang and Dr. Christos Dakas each have employment agreements negotiated at arm's length with the Compensation Committee, and each such agreement provides for a minimum annual base salary. In setting base salaries, the Board has considered (a) the contributions made by each executive to our Company, (b) compensation paid by peer companies to their executive officers and (c) outside compensation reports. In 2006, all executive officers received salary increases of approximately five percent (5%) reflecting competitive trends, general economic conditions as well as a number of factors relating to the particular individual, including the performance of the individual executive, and level of experience, ability and knowledge of the job.

Bonuses. The Compensation Committee has the authority to award discretionary bonuses to our executive officers. The incentive bonuses are intended to compensate officers for achieving financial and operational goals and for achieving individual annual performance objectives. These objectives vary depending on the individual executive, but relate generally to strategic factors such as a) initial signing of an employment agreement; b) upon acceptance of filing of a new drug application by the FDA; c) the FDA approval to move from one phase to the next phase in the FDA application process; d) pharmaceutical sales goals achieved e) completion of an in-licensing contract; f) completion of an out-licensing contract; and g) increases in market capitalization. The Compensation Committee did not make any cash bonuses to the executive officers in 2007.

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Long-Term Incentive Program. We believe that long-term performance is achieved through an ownership culture that encourages such performance by our executive officers through the use of stock and stock-based awards. Our stock compensation plans have been established to provide certain of our employees, including our executive officers, with incentives to help align those employees' interests with the interests of stockholders. The compensation committee believes that the use of stock and stock-based awards offers the best approach to achieving our compensation goals. We have not adopted stock ownership guidelines and our stock compensation plans have provided the principal method for our executive officers to acquire equity or equity-linked interests in our Company. We believe that the annual aggregate value of these awards should be set near competitive median levels for comparable companies. However, due to the early stage of our business, we expect to provide a greater portion of total compensation to our executives through our stock compensation plans than through cash-based compensation. The Compensation Committee makes stock awards to executive officers and this type of award may occur in future years, based on the Compensation Committee's assessment of the Company's needs and objectives, which are as follows.

Stock Options. Our Compensation Committee is the administrator of the stock option plan. Stock option grants are made at the commencement of employment and, occasionally, following a significant change in job responsibilities or to meet other special retention or performance objectives. The Plans are designed to (a) reward executives for achieving long-term financial performance goals over a three (3) year to ten (10) year period, (b) provide retention incentives for executives and (c) tie a significant portion of an executive's total compensation to our long-term performance. Periodic stock option grants are made at the discretion of the Compensation Committee to eligible employee and, in appropriate circumstances, the Compensation Committee considers the recommendations of members of management, such as Dr. Janet Greeson, our Chief Executive Officer, and Eugene Boyle, Chief Financial Officer. In 2006, certain named executive officers were awarded stock options in the amounts indicated in the sections entitled "Summary Compensation Table" and "Grants of Plan Based Awards". The short and long-term compensation program includes stock options granted under the Amended Samaritan Pharmaceuticals, Inc. 2001 Stock Incentive Plan and the Samaritan Pharmaceuticals, Inc. 2005 Stock Incentive Plan (together, the "Plans") as well as non-qualified stock options. Stock options for our executive officers, key employees and key consultants are part of our incentive program and link the enhancement of shareholder value directly to their total compensation. The Compensation Committee determines the number of stock options granted based upon several factors: (a) level of responsibility, (b) expected contribution towards our performance and (c) total compensation strategy for mix of base salary, short-term incentives and long-term incentives.

Our Plans authorize us to grant options to purchase shares of common stock to our employees, directors and consultants. Stock options granted by us typically have an exercise price equal to the fair market value of our Common Stock on the day of grant, and typically vest twenty-five percent (25%) over a particular period, and generally expire between three and ten years after the date of grant. Incentive stock options also include certain other terms necessary to assure compliance with the Internal Revenue Code of 1986, as amended.

Stock Appreciation Rights. Our Amended Samaritan Pharmaceuticals, Inc. 2001 Stock Incentive Plan and the Samaritan Pharmaceuticals, Inc. 2005 Stock Incentive Plan authorizes us to grant stock appreciation rights, or SARs. A SAR represents a right to receive the appreciation in value, if any, of our Common Stock over the base value of the SAR. The base value of each SAR equals the value of our Common Stock on the date the SAR is granted. Upon surrender of each SAR, unless we elect to deliver common stock, we will pay an amount in cash equal to the value of our Common Stock on the date of delivery over the base price of the SAR. SARs typically vest based upon continued employment on a pro-rata basis over a four-year period, and generally expire ten years after the date of grant. Our Compensation Committee is the administrator of our stock appreciation rights plan. To date, no SARs have been awarded to any of our executive officers.

Restricted Stock Grants. Our Compensation Committee has and may in the future elect to make grants of restricted stock to our executive officers.

Other Compensation. The amounts shown in the Summary Compensation Table under the heading "Other Compensation" represent the value of Company matching contributions to the executive officers' 401(k) accounts and the taxable value of certain life insurance benefits. Executive officers did not receive any other perquisites or other personal benefits or property.

Chief Executive Officer Compensation. The Compensation Committee uses the same factors in determining the compensation of the Chief Executive Officer as it does for the executive officers. The Chief Executive Officer's base salary for Fiscal 2007 was $506,556, and as of December 31, 2006, the Chief Executive Officer has accrued compensation of $719,555 which could be converted into restricted shares, at the executive's option. The Chief Executive Officer received other compensation as indicated in the Summary Compensation Table.

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The Compensation Committee is mindful of the potential impact upon the Company of Section 162(m) of the Code, which provides that compensation in excess of $1,000,000 paid to the President and CEO or to any of the other four most highly compensated executive officers of a public company will not be deductible for federal income tax purposes unless such compensation satisfies one of the enumerated exceptions set forth in Section 162(m) of the Code. The Compensation Committee has reviewed our compensation plans and programs with regard to the deduction limitation set forth in Section 162(m) of the Code. Based on this review, the Compensation Committee anticipates that the annual bonus, long term incentive plan bonus and gain, if any, recognized by our President and CEO and named executive officers upon the exercise of stock options or SARS meet the requirements for deductibility under Section 162(m) of the Code.

Compensation Committee Report

The Compensation Committee of the Board is composed of three (3) independent directors. The Compensation Committee does not have a written charter. The Compensation Committee is responsible for overseeing the Company's compensation process on behalf of the Board. The members of the Compensation Committee consist of independent directors Ms. Cynthia C. Thompson, Chairman, Mr. Jacinto L. Ayala, and Mr. Robert Crane.

The Compensation Committee has reviewed and discussed this Compensation Discussion & Analysis (CD&A) with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the SEC and as applicable, the Company's proxy or information statement.

The foregoing report is provided by the following directors, who constitute the Compensation Committee:

The Compensation Committee:

Ms. Cynthia C. Thompson (Chairman)
Mr. Jacinto L. Ayala
Mr. Robert Crane

Summary Compensation Table

		Salary $	Bonus $	Stock Awards $ (6)	Option Awards $ (7)			All Other Compensation $ (8),(9)	Total $
Name And Principal Position	Year					Non-Equity Incentive Plan Compensation	Change In Pension Value and Nonqualified Deferred Compensation Earnings $
Dr. Janet R. Greeson	2007	506,556	-0-	-0-	93,025	-0-	-0-	16,773	616,354
CEO, President and	2006	482,434	-0-	-0-	-0-	-0-	-0-	10,799	493,233
Chairman of the Board (1), (2),(5)	2005	459,461	-0-	-0-	-0-	-0-	-0-	8,850	468,311
Mr. Eugene J. Boyle	2007	337,704	-0-	-0-	69,769	-0-	-0-	16,633	420,106
CFO and COO (1), (3),(5)	2006	321,622	-0-	-0-	-0-	-0-	-0-	9,213	330,835
	2005	306,307	-0-	-0-	-0-	-0-	-0-	6,857	313,164
Dr. Thomas Lang	2007	340,397	-0-	-0-	-0-	-0-	-0-	22,733	363,130
Chief Drug Development	2006	324,188	-0-	-0-	-0-	-0-	-0-	15,190	339,378
Officer (4)	2005	308,750	-0-	-0-	-0-	-0-	-0-	11,190	319,940
Dr. Christos Dakas (10)	2007	197,861	-0-	-0-	62,213	-0-	-0-	18,201	278,275
Managing Director - Samaritan	2006	136,075	-0-	-0-	-0-	-0-	-0-	16,611	152,686
	2005	68,038	-0-	-0-	-0-	-0-	-0-	8,306	76,344
Mr. George Weaver(1)	2007	136,159	-0-	-0-	27,908	-0-	-0-	16,882	180,949
Regulatory Affairs	2006	129,675	-0-	-0-	10,428	-0-	-0-	8,386	148,489
	2005	123,500	-0-	-0-	-0-	-0-	-0-	6,283	129,783

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1)	The following executives have accrued compensation as of December 31, 2007, Janet Greeson, $719,555, Eugene Boyle, $394,978, George Weaver, $52,845 and Thomas Lang, $16,910 Each executive has the option to convert their respective accrued compensation into restricted shares. In 2006, George Weaver exercised his option and the Board of Directors approved the conversion of $90,000 into restricted shares.
2)	The Company and Dr. Greeson have entered into an employment agreement, a copy of which is attached as Exhibit 10.9 to the Company's Quarterly Report on Form 10-QSB as filed with the SEC on August 14, 2002. The agreement filed on August 14, 2002 expired as of December 31, 2005. The Company is currently negotiating a new agreement with the Dr. Greeson.
3)	The Company and Mr. Boyle have entered into an employment agreement, a copy of which is attached as Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB as filed with the SEC on August 14, 2002. The agreement filed on August 14, 2002 expired as of December 31, 2005. The Company is currently negotiating a new agreement with Mr. Boyle.
4)	On June 1, 2004, the Company entered into an employment agreement with Dr. Thomas Lang pursuant to which Dr. Lang shall serve as the Company's Chief Drug Development Officer for a term of four (4) years. Dr. Lang is entitled to a base salary of $300,000 per year which may be paid in stock pursuant to a formula as set forth in the agreement. Dr. Lang is entitled to receive bonus payments of $50,000 for each Investigational New Drug Applications "granted" by the FDA. Dr. Lang received a one-time signing bonus of 100,000 options to purchase our Common Stock at $1.00 per share, such options to expire after three (3) years. Dr. Lang is entitled to moving expenses up to $30,000. Dr. Lang shall receive a grant of 1,200,000 options, one-quarter (1/4) of which shall vest each year. The price of the options shall be $1.08 with a term of ten (10) years. Upon termina tion of the employment agreement, such 1,200,000 options (vested and non-vested) shall expire within thirty (30) days thereafter. Dr. Lang shall have the opportunity to participate in all of the Company's qualified defined benefit and defined contribution retirement plans (subject to eligibility requirements in such plans), three (3) weeks paid vacation (and paid holidays observed by the Company.
5)	During calendar year 2007, Dr. Janet Greeson and Eugene Boyle withdrew restricted shares for an aggregate value of $280,000 and $70,000 respectively from the Samaritan Deferred Compensation Plan which was contributed to the Plan prior to the year 2005.
6)	On December 14, 2007, the Company issued the following restricted shares into the Samaritan Pharmaceuticals Benefit Plan for the following executives: Dr. Janet Greeson, 1,424,694; Eugene Boyle, 474,895; Christos Dakas, 78,456; and George Weaver, 74,765.
7)	Effective January 1, 2006, the Company has fully adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of the grant as the excess of the current market price of the underlying stock over the exercise price. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. Had the Company applied this statement retrospectively, the amount in this column for fiscal year 2005, Eugene Boyle would have been $1,297,831, and Dr. Christos Dakas would have been $14,320; the amount for fiscal year 2004, Dr. Janet Greeson would have been $2,024,871, Eugene Boyle would been $912,069, Dr. Thomas Lang would have been $1,114,625 and George Weaver would have been $5,660. These amounts represent the estimated present value of these stock options at the respective date of grant, calculated using the Black-Scholes option pricing model, based on the following assumptions used in developing the grant valuations: an volatility of 110% for options granted for 2006; an average volatility of 41% for options granted during 2005 and an average volatility of 82% for options granted during 2004; a risk-free interest rate of 5% per year for options granted in 2006, 2005 and 2004; and a dividend yield of 0% for options granted in years 2006, 2005 and 2004. The actual value of the options, if any, realized by an officer will depend on the extent to which the market value of the Common Stock exceeds the exercise price of the option on the date the option is exercised. Consequently, there is no assurance that the value realized by an officer will be at or near the value estimated above. These amounts should not be used to predict stock performance.
8)	The amounts shown in this column cover amounts for the payment of medical and dental insurance, short and long term disability insurance, Medicare/Social Security taxes, car allowances, life insurance premiums, life annuity premiums and accidental death and dismemberment insurance for the benefit of the particular employee, and the employers matching contribution to the particular employees 401(k).
9)	We adopted a tax-qualified employee savings and retirement plan, or 401(k) plan, covering our full-time employees located in the United States. The 401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), so that contributions to the 401(k) plan by employees, and the investment earnings thereon, are not taxable to employees until withdrawn from the 401(k) plan. Under the 401(k) plan, employees may elect to reduce their current compensation up to the statutorily prescribed annual limit and have the amount of such contribution contributed to the 401(k) plan. The 401(k) plan does permit additional matching contributions to the 401(k) plan by us on behalf of participants in the 401(k).

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10)      On June 29, 2005, the Company entered into an employment arrangement with Christos Dakas to serve as the European Business Development and Managing Director of Samaritan Pharmaceuticals Europe S.A. in Greece. Dr. Dakas shall receive a base salary of (Euro) 105,280 per year, a car allowance equal to (Euro) 12,852 per year and a performance based bonus to be awarded annually at the discretion of the CEO of the Company. Dr. Dakas also is entitled to receive 100,000 stock options priced at one hundred ten percent (110%) of the market price effective July 11, 2005 and said options expire after three (3) years, or after thirty (30) days after Dr. Dakas leaves his employ with Samaritan Pharmaceuticals Europe. Dr. Dakas is entitled to health insurance and other benefit programs per Samaritan Pharmaceuticals Europe. The amounts shown in this column cover amounts f or the payment of Medicare/Social Security taxes, life insurance premiums and life annuity premiums for the benefit of the particular employee, and the employers matching contribution to the particular employees 401(k).

Grants of Plan-Based Awards

Options to purchase 662,500 shares of our Common Stock were granted under the Option Plan to the executive officers named in the Summary Compensation Table during fiscal 2007. The following table shows the number of options granted and the exercise price per share.

All Other
Option
Awards:
		Number of		Grant Date
		Securities		Fair Value
		Underlying	Exercise or Base	Of Stock &
	Grant	Options	Price of Option	Option Awards
Name	Date	(#)	($/Sh)	($)
Dr. Janet R. Greeson	12/14/2007	250,000	.49	93,025
Mr. Eugene J. Boyle	12/14/2007	187,500	.49	69,769
Mr. Thomas Lang	N/A	-0-	-0-	-0-
Dr. Christos Dakas	12/14/2007	75,000	.49	31,000
Dr. Christos Dakas	12/19/2007	75,000	.50	31,213
Mr. George Weaver	12/14/2007	75,000	.49	27,908

The Compensation Committee determines the number of stock options granted based upon several factors: (a) level of responsibility, (b) expected contribution towards our performance and (c) total compensation strategy for mix of base salary, short-term incentives and long-term incentives.

Narrative Disclosure to Summary Compensation Table

In order to conserve cash, the Named Executive Officers and certain other key employees may convert their salaries into restricted shares of the Company.

Material Terms of Employment Contracts of Named Executive Officers

We do not have employment agreements with Dr. Janet Greeson, Mr. Eugene Boyle, and Mr. George Weaver. The Company does have employment agreements with Dr. Thomas Lang and Dr. Christos Dakas, both agreements ending in the calendar year 2008. Each executive works for a base salary, with a minimum five (5%) annual increase for subsequent years. Each executive also received our standard employee life, disability, long-term care (after five years of service), health insurance benefits, and car allowances. Each executive may also be entitled to receive additional compensation for achieving the following events:

(i)	upon consummation of a transaction with a pharmaceutical company expected to result in equity investment, a royalty revenue, or other substantial benefit as our Board may determine;
(ii)	upon approval by the Food and Drug Administration of each new investigational new drug application filed by us for commencement of human trials;
(iii)	upon approval by the FDA of each new drug application filed by us for any drug,; and
(iv)	upon achievement of goals specified by our Board as determined in the third quarter of each fiscal year, based on performance relative to their individual work as an executive manager and/or scientist and based on reference to objective criteria such as the market price of our stock or meeting budgets approved by the Board.

If an executive’s employment terminates other than “for cause” or within twelve months after a change of control of Samaritan Pharmaceuticals, he or she is entitled to, among other things, severance payments of four (4) months for every year of service based on his or her salary as of termination, and any payment calculated by reference to prior bonus payments, continuation of or comparable health plan benefits for themselves for four months for every year of service, and immediate vesting of any unvested stock options.

The agreement requires the executive to assign inventions and other intellectual property to Samaritan Pharmaceuticals which they conceive or reduce to practice during employment and for such period as the Company pays severance, contains protective provisions concerning confidential information, non-competition and non-solicitation of employees, and provides for indemnification of each executive.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to the unexercised options to purchase shares of our Common Stock granted under the Option Plan to the executive officers named in the Summary Compensation Table and held by them at December 31, 2007.

	Number of Securities Underlying Unexercised Options # Exercisable	Number of Securities Underlying Unexercised Options # Unexercisable	Number of Securities Underlying Unexercised Option Exercise Price
				Option Expiration Date
Name
Janet Greeson	255,369	-0-	3.48	12/31/2011
	255,369	-0-	3.48	01/02/2012
	296,614	-0-	3.48	04/25/2012
	430,373	-0-	3.48	01/15/2013
	467,892	-0-	2.04	01/02/2014
	241,035	-0-	3.48	01/02/2014
	250,000	-0-	.49	12/14/2017
Eugene Boyle	127,685	-0-	3.48	12/31/2011
	127,684	-0-	3.48	01/02/2012
	74,154	-0-	3.48	04/25/2012
	215,187	-0-	3.48	01/15/2013
	265,015	-0-	2.04	01/02/2014
	89,450	-0-	3.48	01/02/2014
	440,182	-0-	5.58	01/05/2015
	187,500	-0-	.49	12/14/2017
Thomas Lang	4,167	-0-	3.00	10/09/2008
	10,000	-0-	6.48	06/01/2014
Christos Dakas	16,667	-0-	2.94	07/11/2008
	75,000	-0-	.49	12/14/2017
	75,000	-0-	.50	12/19/2017
George Weaver	8,334	-0-	2.04	01/02/2014
	75,000	-0-	.49	12/14/2017

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Option Exercises and Stock Vested

The following table sets forth information with respect to the option exercises and stock vested as of December 31, 2007:

Name of Executive Officer
	Option Awards		Stock Awards
	Number of Shares Acquired On Exercise #	Value Realized On Exercise $	Number of Shares Acquired On Vesting #	Value Realized On Vesting
Janet Greeson	-0-	-0-	-0-	-0-
Eugene Boyle	-0-	-0-	-0-	-0-
Thomas Lang	-0-	-0-	-0-	-0-
Christos Dakas	-0-	-0-	-0-	-0-
George Weaver	-0-	-0-	-0-	-0-

Pension Benefits

None of our named executives participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. The Compensation Committee, which is solely comprised of "outside directors" as defined for purposes of Section 162(m) of the Code, may elect to adopt qualified or non-qualified defined benefit plans if the Compensation Committee determines that doing so is in our best interests.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

The Company has established "Rabbi Trust" agreements for the benefit of select management and highly-compensated employees and has appointed a trustee that is a non-director and officer providing for the payment out of the assets of the Rabbi Trust agreements accrued under the Company's various employment agreements and other employment arrangements as the Company may specify from time to time. The Rabbi Trust agreements would become irrevocable upon a change of control of Samaritan. The Company may make contributions to the Rabbit Trust agreements from time to time, and additional funding may be required upon a change of control. To the extent funded, the Rabbi Trust agreements are to be used, subject to their terms and to the claims of the Company's general creditors in specified circumstances, to make payments under the terms of the benefit plans, employment agreements and other employment arrangements as the Company may speci fy from time to time. To date, only restricted shares have been deferred into the nonqualified deferred compensation plan, thus the plan will be settled in restricted shares.

	Executive Contributions in Last FY $	Registrant Contributions in Last FY $ (2)(4)	Aggregate Earnings in Last FY $	Aggregate Withdrawals/ Distributions (2)(3) $	Aggregate Balance at Last FYE (2)(5) $
Name
Janet Greeson (1)	-0-	408,887	-0-	280,000	687,097
Eugene Boyle (1)	-0-	136,295	-0-	70,000	511,070
Thomas Lang (1)	-0-	-0-	-0-	-0-	-0-
Christos Dakas (1)	-0-	22,517	-0-	-0-	18,123
George Weaver (1)	-0-	21,458	-0-	-0-	51,925

1)	As of December 31, 2007, the Company has issued 6,490,213 shares into the Rabbi Trust with the following credit allocation: Dr. Janet Greeson 2,974,446; Mr. Eugene J. Boyle 2,212,426; Mr. Christos Dakas 78,456; Mr. George Weaver 224,785; Ms.
	Kristi Eads 50,625; Ms. Dianne Thompson 21,376; Mr. Barrie Fuller 11,250; Mr. Jacinto L. Ayala 67,500; Mr. Robert W. Crane 52,500; Dr. Julio Garcia 37,500; Mr. Welter “Budd” Holden 126,373; Dr. Erasto R. C. Saldi 40,834; Ms. Cynthia C. Thompson 191,667; Mr. H. Thomas Winn 150,834 and Dr. Vassilios Papadopoulos 249,641.
2)	If applicable, the calculations take into account a thirty percent discount to the market price if there is a restriction to the stock.
3)	The $0.20 price per share of the Company's securities is the closing market price as of January 3, 2007.
4)	The $0.41 price per share of the Company's securities is the closing market price as of December 14, 2007.
5)	The $0.33 price per share of the Company's securities is the closing market price as of December 31, 2007.

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Change of Control Plan

On May 30, 2006 the Board approved and adopted the Change in Control Severance Plan for Certain Covered Executives and Employees of Samaritan Pharmaceuticals (the "Change in Control Plan"), effective May 30, 2006. The Change in Control Plan is intended to help avoid the loss and distraction of certain key employees of the Company in the event of a change in control. The Plan has an initial term of three (3) years with automatic three-year extensions, unless terminated by the Board at least six (6) months prior to the end of the then current term.

The Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Vice Presidents, Vice Presidents, and Directors are eligible to participate in the Change in Control Plan, and the Board may designate other employees of the Company as Plan participants. The Company shall pay or cause to be paid to the participant a cash severance calculated based on a multiplier of four (4) months of base salary for every year of service up to maximum in of either twenty four (24) months or thirty six (36) months depending on the participants job title or job category. The severance amount equals the applicable multiplier times the sum of (A) the participant's highest annual rate of base salary as reported on the participant's W-2 for employee or on the participant's 1099 for directors within the thirty six (36) month period immediately preceding the Effective Date of the change in control and (B) the participant's maximum ann ual target bonus in effect upon the date of the change in control under the Company's bonus plan or the Participant's actual earned commission incentive for the last two quarters, which will be annualized, prior to the change in Control, not to exceed the target at 100% of achievement as defined in the Company's Sales Incentive Plan in effect upon the date of the change in control.

The Change in Control Plan provides that, if, within three years following a "change in control" (as defined in the Change in Control Plan), a participant's employment is terminated by the Company without "cause" (as defined in the Plan) or by the participant for "good reason" (as defined in the Change in Control Plan), the participant is eligible for severance benefits equal to a multiple of the sum of the participant's base salary and the higher of the participant's target bonus opportunity during the year in which the change in control occurs or his or her target bonus opportunity following the change in control. Each participant will also receive his or her salary through the date of termination, a pro rata target bonus payment for the year in which the termination occurs, a pro rata long-term incentive payment to the extent provided in the Company's Long Term Incentive Plan, and any earned but unpaid long-term incentive paym ents or annual bonuses. In the event that a participant becomes subject to an excise tax under section 280G of the Internal Revenue Code of 1986, as amended, the participant will generally be entitled to receive an additional amount such that the participant is placed in the same after-tax position as if no excise tax had been imposed. The Change in Control Plan may be amended by the Board at any time, except that no amendment that adversely affects the rights or potential rights of a participant will be effective in the event that a change in control occurs within three (3) year of such amendment.

In the event the named executive officers were terminated without "cause" or they terminated their employment for "good reason" following a change of control, the named executive officers would receive the following severance payments (based on current salary rates, the average bonuses of the named executive officers for the last three fiscal years as the highest bonus and additional retirement benefits). Assuming the employment of our executive officers were to be terminated without cause (whether through constructive termination or otherwise) on December 31, 2007, the following individuals would be entitled to payments in the amounts set forth: Dr. Janet Greeson, $1,849,062; Eugene Boyle, $910,230; Dr. Thomas Lang, $302,608; Dr. Christos Dakas, $139,137; and George Weaver, $211,107. The foregoing does not include any amounts that would be payable under the "gross-up" provisions of the change of control employment agreements, or any amounts attributable to the accelerated vesting of equity awards upon a change of control.

Discussion of Director Compensation

Directors who are employees of the Company do not receive additional compensation for serving as directors. Each director who is not an employee of the Company receives a grant of shares of our Common Stock, annually as compensation for his or her services as a member of the Board of Directors. Non-employee directors receive no additional fee for meetings of the Board of Directors attended in person by such director or for each telephone meeting in which such director participates. Non-employee directors who serve on a committee of the Board receive a grant of shares of our Common Stock, annually as compensation for his or her services as a member of such committee. Chairmen of the committees receive a grant of shares of our Common Stock annually as compensation for his or her services as a chairman of such committee. All directors of the Company are reimbursed for out-of-pocket expenses incurred in attending meeti ngs of the Board or committees thereof, and for other expenses incurred in their capacities as directors of the Company.

The following director compensation table sets forth the total annual compensation paid or accrued by the Company to or for the account of each member of the Board of the Company except the Chief Executive Officer, Dr. Janet Greeson, and Chief Financial Officer, Mr. Eugene Boyle, who receive no additional compensation in their individual capacity as Board members:

Director Compensation Table

					Change In Pension Value And Nonqualified Deferred Compensation Earnings
	Fees Earned or Paid in Cash $	Stock Awards $ (1)	Option Awards $	Non-Equity Incentive Plan Compensation $
						All Other Compensation $
Name							Total
Jacinto L. Ayala	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Robert Crane	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Julio Garcia	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Welter "Budd" Holden	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Laurent Lecanu	7,500	-0-	-0-	-0-	-0-	-0-	7,500
Erasto Saldi	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Cynthia Thompson	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Thomas Winn	-0-	-0-	-0-	-0-	-0-	-0-	-0-

1)      On December 14, 2007, the Company issued the following restricted shares into the Samaritan Pharmaceuticals Deferred Compensation Plan for the following directors: Jacinto L. Ayala, 67,500; Robert Crane, 52,500; Dr. Julio Garcia, 37,500; Welter “Budd” Holden, 40,000; Dr. Erasto Saldi 37,500; Cynthia Thompson, 175,000; and Thomas Winn, 137,500.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.

Equity Compensation Plan Information
	Number Of
	Securities To		Weighted
	Be Issued Upon		Average
	Exercise Of		Exercise Price	Number Of
	Outstanding		Of Outstanding	Securities
	Options, Warrants		Options, Warrants	Remaining For
Name Of Plan	And Rights		And Rights	Future Issuance
Equity compensation plans approved by security holders (1) (2)	5,435,611	$	3.06	3,793,191
Equity compensation plans not approved by security holders (3)	6,490,213	$	.33	0
Total	11,925,824			3,793,191

1) The Amended Samaritan Pharmaceuticals, Inc. 2001 Stock Incentive Plan was filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-QSB, as filed with the SEC on August 16, 2004.

2) The Samaritan Pharmaceuticals, Inc. 2005 Stock Incentive Plan was filed with the SEC on Schedule 14A as filed with the SEC on April 29, 2005.

55

3) Samaritan has entered into "Rabbi Trust" agreements to fund deferred compensation benefits, with an institutional trustee providing for the payment out of the assets of the trusts of benefits accrued under our various benefit plans, employment agreements and other employment arrangements as the Company specifies from time to time. To the extent not already irrevocable, the trusts would become irrevocable upon a change of control of Samaritan. The Company may contribute to the trusts from time to time, and additional funding could be required upon a change of control. The Rabbi Trust agreements are subject to their terms and to the claims of our general creditors in specified circumstances, to make payments under the terms of the benefit plans, employment agreements and other employment arrangements from time to times specified by the Company.

Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Options to purchase shares of the our Common Stock that are exercisable within sixty (60) days of March 14, 2008 are deemed to be beneficially owned by the person holding such options for the purpose of computing ownership of such person, but are not treated as outstanding for the purpose of computing the ownership of any other person. Applicable percentage of beneficial ownership is based on 30,762,672 shares of common stock outstanding as of March 14, 2008.

The following table sets forth information we know with respect to the beneficial ownership of our Common Stock as of March 14, 2008, for each person or group of affiliated persons, whom we know to beneficially own more than 5% of our Common Stock. The table also sets forth such information for our directors and executive officers, individually and as a group. The address for each listed stockholder is: c/o Samaritan Pharmaceuticals, Inc., 101 Convention Center Drive, Suite 310, Las Vegas, Nevada 89109.

				Percentage of
			Total Number	Total
			of	Number of
	Number of	Number of	Options and	Shares
	Shares	Options	Shares	and Options
	Beneficially	Beneficially	Beneficially	Beneficially
Beneficial Owner	Owned	Owned	Owned (1)	Owned
Dr. Janet R. Greeson	1,074,608	2,196,652	3,271,260	10.6%
Mr. Eugene J. Boyle	334,520	1,526,857	1,861,377	6.1%
Dr. Thomas Lang	17,858	220,834	238,692	*
Ms. Kristi C. Eads	57,500	85,000	142,500	*
Mr. George Weaver	0	93,334	93,334	*
Dr. Laurent Lecanu	8,334	13,334	21,668	*
Dr. Erasto R.C. Saldi	7,730	13,334	21,064	*
Mr. Welter “Budd” Holden	439,192	13,334	452,526	1.5%
Mr. H. Thomas Winn	16,667	13,334	30,001	*
Ms. Cynthia C. Thompson	123,926	20,000	143,926	*
All Executive officers and directors
as a group (eleven persons)	2,889,642	3,613,508	6,276,348	20.4%
Dr. Vassilios Papadopoulos (2)	16,667	291,667	308,334	1.1%
Dr. Christos Dakas (3)		16,667	16,667	*
			*Less than one percent (1%)

1) If an officer or director had previously elected to exercise options or deferred compensation through a program that involves the crediting of deferred shares of our Common Stock held pursuant to the Trust under Samaritan Pharmaceuticals, Inc. Executive Benefit Plan (the "Rabbi Trust") for distribution to the executive after termination of employment, the shares were excluded from the above calculation. As of December 31, 2007, the Company has issued 6,490,213 shares into the Rabbi Trust with the following credit allocation: Dr. Janet Greeson 2,974,446; Mr. Eugene J. Boyle 2,212,426; Mr. Christos Dakas 78,456; Mr. George Weaver 224,785; Ms. Kristi Eads 50,625; Ms. Dianne Thompson 21,376; Mr. Barrie Fuller 11,250; Mr. Jacinto L. Ayala 67,500; Mr. Robert W. Crane 52,500; Dr. Julio Garcia 37,500; Mr. Welter “Budd” Holden 126,373; Dr. Erasto R. C. Saldi 40,834; Ms. Cynthia C. Thompson 191,667; Mr. H. Thomas Winn 150,8 34 and Dr. Vassilios Papadopoulos 249,641.

2) Dr. Vassilios Papadopoulos is a key consultant for the Company and a former officer and director.

3) Dr. Christos Dakas is an executive of our subsidiary, Samaritan Europe.

56

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We have entered into indemnity agreements with all directors, and officers and certain employees, which provide, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for in the agreements, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party to by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the full extent permitted under Nevada law and our bylaws. The Company filed a form of the agreement as Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q as filed with the SEC on August 14, 2006.

Policies and Procedures for Approval of Related Person Transactions

Our policy and procedures with respect to any related person transaction between the Company and any related person requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, is that such transaction is consummated only if the Audit Committee approves or ratifies such transaction; the disinterested members of the Board of Directors approves or ratifies such transaction; or the transaction involves compensation approved or ratified by the Compensation Committee.

Director Independence

The Company's Board of Directors contains the following members: Dr. Janet Greeson, Mr. Eugene Boyle, Mr. Thomas H. Winn, Ms. Cynthia Thompson, Mr. Welter "Budd" Holden, Dr. Julio Garcia, Mr. Jacinto L. Ayala, Mr. Robert Crane and Dr. Lecanu Laurent. The OTC Bulletin Board does not have rules regarding director independence. The following directors are considered "independent" as defined under the rules of the NASDAQ Stock Market: Mr. Thomas H. Winn, Ms. Cynthia Thompson, Mr. Welter "Budd" Holden, Dr. Julio Garcia, Mr. Jacinto L. Ayala, Mr. Robert Crane and Dr. Lecanu Laurent.

There were no undisclosed transactions, relationships or arrangements pursuant to Item 404(a) (related-party transactions) that were considered by the Board under the applicable independence definitions in determining that the director is independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by SHERB & CO., LLP for the audit of the Company's annual financial statements for the fiscal years ended December 31, 2007 and December 31, 2006, and fees billed for other services rendered by SHERB & CO LLP during those periods:

		2007		2006
Audit fee:	$	45,000	$	45,000
Audit-related fees:	$	15,000	$	15,000
Tax fees:	$	-	$	-
Other:	$	8,610	$	4,025
Total:	$	68,610	$	64,025

Audit fees consisted principally of audit work performed on the consolidated financial statements and internal control over financial reporting, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits. The Company generally does not engage SHERB & CO LLP, for other services, other than Edgar services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

57

Consistent with SEC rules regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to engagement of the independent registered public accounting firm for the next year's audit, management will submit a list of services and related fees expected to be rendered during that year within each of categories of services to the Audit Committee for approval.

Audit services include audit work performed on the financial statements and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits and discussions surrounding the proper application of financial accounting and/or reporting standards.

Audit-Related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

Tax services include all services, except those services specifically related to the audit of the financial statements, performed by the independent registered public accounting firm's tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; and tax compliance and reporting.

All Other services are those services not captured in the audit, audit-related or tax categories.

The Company generally does not request such services from the independent registered public accounting firm. Prior to engagement, the Audit Committee pre-approves independent public accounting firm services within each category and the fees for each category are budgeted. The Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one (1) or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Audit Committee Report

The Audit Committee of the Board is composed of three (3) independent directors. The Audit Committee operates under a written charter adopted by the Board and attached as Exhibit A to the proxy statement filed with the SEC on April 3, 2001.

The Audit Committee is responsible for overseeing the Company's financial reporting process on behalf of the Board. The members of the Audit Committee consist of independent directors Mr. H. Thomas Winn, Ms. Cynthia C. Thompson and Mr. Jacinto L. Ayala. Each year, the Audit Committee recommends to the Board, subject to stockholder ratification, the selection of the Company's independent auditors.

Management is responsible for the Company's financial statements and the financial reporting process, including internal controls. The independent auditors are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with management and SHERB & CO., LLP. Management represented to the Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee discussed with SHERB & CO., LLP the matters required to be discussed by Statement on Auditing Standards No. 61(Communication with Audit Committees). These matters included a discussion of SHERB & CO., LLP's judgments about the quality (not just the acceptability) of the Company's accounting principles as applied to financial reporting.

58

SHERB & CO., LLP also provided the Audit Committee with the written disclosures and letter required by Independence Standards Board Standard No. 1(Independence Discussions with Audit Committees), and the Audit Committee discussed with SHERB & CO., LLP that firm's independence. The Audit Committee further considered whether the provision by SHERB & CO., LLP of the non-audit services described elsewhere in this proxy statement is compatible with maintaining the auditors' independence.

Based upon the Audit Committee's discussion with management and the independent auditors and the Audit Committee's review of the representation of management and the disclosures by the independent auditors to the Audit Committee, the Audit Committee recommended to the Board that the Company's audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the SEC. The Audit Committee and the Board have also recommended the selection of SHERB & CO., LLP as the Company's independent auditors for 2008, subject to stockholder ratification.

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

The Audit Committee:

Mr. H. Thomas Winn (Chairman)
Ms. Cynthia C. Thompson
Mr. Jacinto L. Ayala

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Listed below are all exhibits filed as part of this Annual Report on Form 10-K. Some exhibits are filed by the Company with the SEC pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended.

EXHIBIT NO.	DESCRIPTION	LOCATION
3.1	Articles of Incorporation, restated as last	Incorporated by reference to Exhibit 3.1 to the
	amended November 1, 2007	Company's Current Quarterly Report on Form 10-
		QSB as filed with the U.S. Securities and Exchange
		Commission on November 11, 2007.
3.2	Bylaws, restated as last amended March 20,	Provided herewith
	2008
4.1	Form of Common Stock Certificate	Incorporated by reference to Exhibit 4.1 to the
		Company's Current Report Form 10-SB12G as filed
		with the U.S. Securities and Exchange Commission on
		July 21, 1999
4.2	Amended Samaritan Pharmaceuticals, Inc.	Incorporated by reference to Exhibit 4.2 to the
	2001 Stock Option Plan	Company's Quarterly Report on Form 10-QSB as filed
		with the U.S. Securities and Exchange Commission on
		August 16, 2004
4.3	Samaritan Pharmaceuticals, Inc. 2005 Stock	Incorporated by reference to Schedule 14-A
	Option Plan	Information Statement as filed with the U.S. Securities
		and Exchange Commission on April 29, 2005 and
		approved by the shareholders on June 10, 2005
10.1	Research, Development and	Incorporated by reference to Exhibit 10.1 to the
	Commercialization Collaboration Agreement	Company's Form 10-K as filed with the U.S.
	for SP-01A dated March 28, 2007 by and	Securities and Exchange
	between Pharmaplaz and the Company.	Commission on April 13, 2007.
10.2	Common Stock Purchase Agreement	Incorporated by reference to Exhibit 10.1 to the
	(Purchase Agreement I), dated April 22, 2003,	Company's Current Report on Form 8-K as filed with
	by and between the Company and Fusion	the U.S. Securities and Exchange Commission on
	Capital Fund II, LLC	April 25, 2003
10.3	Registration Rights Agreement, dated April	Incorporated by reference to Exhibit 10.2 to the
	22, 2003, by and between the Company and	Company's Current Report on Form 8-K as filed with
	Fusion Capital Fund II, LLC	the U.S. Securities and Exchange Commission on
		April 25, 2003

59

10.4	Employment Agreement, dated as of January	Incorporated by reference to Exhibit 10.6 to the
	1, 2001, by and between Samaritan	Company's Quarterly Report on Form 10-QSB as filed
	Pharmaceuticals, Inc. and Mr. Thomas Lang.	with the U.S. Securities and Exchange Commission on
		August 16, 2004
10.5	Form of Trust Under Samaritan	Incorporated by reference to Exhibit 10.10 to the
	Pharmaceuticals, Inc. Deferred Compensation	Company's Quarterly Report on Form 10-QSB as filed
	Plan	with the U.S. Securities and Exchange Commission on
		August 14, 2002
10.6	Master Clinical Trial and Full Scale	Incorporated by reference to Exhibit 10.10 to the
	Manufacturing Agreement, dated October 5,	Company's Quarterly Report on Form 10-QSB as filed
	2004, by and between the Company and	with the U.S. Securities and Exchange Commission on
	Pharmaplaz, LTD	November 15, 2004
10.7	Common Stock Purchase Agreement	Incorporated by reference to Exhibit 10.11 to the
	(Purchase Agreement II), dated May 12, 2005,	Company's Quarterly Report on Form 10-QSB as filed
	by and between the Company and Fusion	with the U.S. Securities and Exchange Commission on
	Capital Fund II, LLC	May 13, 2005
10.8	Amendment to Common Stock Purchase	Incorporated by reference to Exhibit 10.12 to the
	Agreement, dated December 19, 2005, by and	Company's Registration Statement on Form SB-2 as
	between the Company and Fusion Capital	filed with the U.S. Securities and Exchange
	Fund II, LLC	Commission on December 15, 2005
10.9	Registration Rights Agreement, dated May 12,	Incorporated by reference to Exhibit 10.12 to the
	2005, by and between the Company and	Company's Quarterly Report on Form 10-QSB as filed
	Fusion Capital Fund II, LLC	with the U.S. Securities and Exchange Commission on
		May 13, 2005
10.10	Norbrook Supply Agreement	Incorporated by reference to Exhibit 1 to the
		Company's Current Report on Form 8-K as filed with
		the U.S. Securities and Exchange Commission on
		September 27, 2005
10.11	Research Collaboration and Licensing	Incorporated by reference to Exhibit 10.10 to the
	Agreement, dated June 8, 2001, by and	Company's Registration Statement on Form SB-2 as
	between Georgetown University and	filed with the U.S. Securities and Exchange
	Samaritan Pharmaceuticals, Inc.	Commission on July 30, 2003
10.12	Change in Control Severance Plan for Certain	Incorporated by reference to Exhibit 10.16 to the
	Covered Executives and Employees of	Company's Quarterly Report on Form 10-Q as filed
	Samaritan Pharmaceuticals, Inc.	with the U.S. Securities and Exchange Commission on
		August 14, 2006.
10.13	Samaritan Pharmaceuticals, Inc.'s	Incorporated by reference to Exhibit 10.17 to the
	Director/Officer's Indemnification Agreement	Company's Quarterly Report on Form 10-Q as filed
		with the U.S. Securities and Exchange Commission on
		August 14, 2006.
10.14	Stock Purchase Agreement among Samaritan	Incorporated by reference to Exhibit 10.18 to the
	Pharmaceuticals, Metastatin Pharmaceuticals,	Company's Quarterly Report on Form 10-Q as filed
	and the shareholders of Metastatin	with the U.S. Securities and Exchange Commission on
	Pharmaceuticals.	November 14, 2006.
10.15	Samaritan Pharmaceuticals, Inc.’s In-	Incorporated by reference to Exhibit 10.15 to the
	Licensing Agreement with Three Rivers	Company's Form 10-Q as filed with the U.S.
	Pharmaceuticals.	Securities and Exchange Commission on May 21,
		2007.
10.16	Samaritan Pharmaceuticals, Inc.’s In-	Incorporated by reference to Exhibit 10.16 to the
	Licensing Agreement with Molteni	Company's Form 10-Q as filed with the U.S.
	Pharmaceuticals.	Securities and Exchange Commission on May 21,
		2007.
10.17	Pharmaplaz Research, Development and	Incorporated by reference to Exhibit 10.17 to the
	Commercialization Collaboration Agreement	Company's Quarterly Report on Form 8-K as filed
		with SEC on March 28, 2007.
10.18	Pharmaplaz Research, Development and	Incorporated by reference to Exhibit 10.18 to the
	Commercialization Collaboration Agreement	Company's Quarterly Report on Form 10-Q as filed
	Supplement	with the U.S. Securities and Exchange Commission
		on May 21, 2007.
10.19	Research Collaboration and Licensing	Incorporated by reference to Exhibit 99.2 to the
	Agreement by and between The Research	Company’s Current Report on Form 8-K as filed with
	Centre at McGill University, Samaritan	the U.S. Securities and Exchange Commission on
	Therapeutics, Inc., and Samaritan	July 25, 2007.
	Pharmaceuticals, Inc.

60

10.20	Cooperative Lock Up Agreement between	Incorporated by reference to Exhibit 99.2 to the
	Samaritan Pharmaceuticals, inc. and Doug	Company’s Current Report on Form 8-K as filed with
	Bessert and KD1, Inc.	the U.S. Securities and Exchange Commission on
		June 12, 2007.
10.21	Samaritan Pharmaceuticals, Inc.’s In-	Provided herewith
	Licensing Agreement with EUSA Pharma
10.22	Samaritan Pharmaceuticals, Inc.’s In-	Provided herewith
	Licensing Agreement with Abiogen Pharma
10.23	Samaritan Pharmaceuticals, Inc.’s In-Licensing	Provided herewith
	Agreement with Siraeo, Ltd.
14.1	The Samaritan Pharmaceuticals, Inc. Code of	Incorporated by reference to Exhibit 14.1 to the
	Conduct	Company's Form 10-KSB as filed with the U.S.
		Securities and Exchange Commission on April 15,
		2003	.
21	List of Subsidiaries	Incorporated by reference to Exhibit 21 to the
		Company's Quarterly Report on Form 10-QSB as filed
		with the U.S. Securities and Exchange Commission on
		August 15, 2005
23.1	Consent of Independent Registered Public	Incorporated by reference to Exhibit 23.1 to the
	Accounting Firm	Company's Registration Statement on Form SB-2 as
		filed with the U.S. Securities and Exchange
		Commission on December 15, 2005
31.1	Certification of Chief Executive Officer re:	Provided herewith
	Section 302
31.2	Certification of Chief Financial Officer re:	Provided herewith
	Section 302
32.1	Certification of Chief Executive Officer re:	Provided herewith
	Section 906
32.2	Certification of Chief Financial Officer re:	Provided herewith
	Section 906

61

SIGNATURES

In accordance with Section 13 OR 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAMARITAN PHARMACEUTICALS, INC
Dated: April 14, 2008	By: /s/ Janet Greeson, Ph.D.
	-----------------------------
	Janet Greeson, Ph.D.
	President, Chief Executive
	Officer, Chairman
Dated: April 14, 2008	By: /s/ Eugene Boyle
	-----------------------------
	Eugene Boyle,
	Chief Financial Officer,
	Director
Dated: April 14, 2008	By: /s/ Jacinto L. Ayala
	-----------------------------
	Jacinto L. Ayala
	Director
Dated: April 14, 2008	By: /s/ Robert Crane
	-----------------------------
	Robert Crane
	Director
Dated: April 14, 2008	By: /s/ Julio Garcia
	-----------------------------
	Julio Garcia
	Director
Dated: April 14, 2008	By: /s/ Laurent Lecanu
	-----------------------------
	Laurent Lecanu
	Director
Dated: April 14, 2008	By: /s/ H. Thomas Winn
	-----------------------------
	H. Thomas Winn
	Director
Dated: April 14, 2008	By: /s/ Cynthia C. Thompson
	-----------------------------
	Cynthia C. Thompson
	Director
Dated: April 14, 2008	By: /s/ Welter “Budd” Holden
	-----------------------------
	Welter “Budd” Holden
	Director

62

SAMARITAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
	PAGE NUMBER
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Balance Sheet	F-3
Statements of Operations and Comprehensive Income	F-4
Statements of Shareholders' Equity (Deficit)	F-5- F-8
Statements of Cash Flows	F-9
Notes to Financial Statements	F-10-F-23

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders Samaritan Pharmaceuticals, Inc.

We have audited the accompanying consolidated balance sheets of Samaritan Pharmaceuticals, Inc. (a development stage company) as of December 31, 2007 and 2006 and the related consolidated statements of operations and comprehensive income, shareholders' equity and cash flows for the years ending December 31, 2007, 2006 and 2005 and for the period from January 1, 2000 through December 31, 2007. The period beginning January 1, 1997 through December 31, 1999 was audited by the predecessor accounting firm. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financia l statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, the consolidated financial position of Samaritan Pharmaceuticals, Inc. (a development stage company) as of December 31, 2007 and 2006 and the consolidated results of its operations and its cash flows for the years ending December 31, 2007, 2006 and 2005 and for the period from January 1, 2000 through December 31, 2007. The period beginning January 1, 1997 through December 31, 1999 was audited by the predecessor accounting firm, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has generated minimal revenues and experienced an accumulated deficit of $44,335,140 through December 31, 2007. For the year ended December 31, 2007 and 2006, the Company incurred net losses of $3,025,998 and $7,572,746, respectively and used cash flows from operations of $1,347,122 and $6,248,128, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in note 2. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.< /P>

The accompanying consolidated cumulative statements of operations and comprehensive income, shareholder's equity and cash flows regarding the period from inception (September 5, 1994) through December 31, 1996, was activity prior to our engagement as auditors upon which we or the predecessor auditor have not performed procedures. Therefore, we do not express an opinion on them.

/s/ Sherb & Co., LLP
----------------------------
Sherb & Co., LLP
Certified Public Accountants

New York, New York
April 11, 2008

F-2

SAMARITAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
		December 31,
		2007		2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	287,571	$	742,075
Inventory, pharmaceutical product		56,358		-
Receivable from license collaberation		311,286		-
Receivable from overseas product sales		827,115		-
Note receivable		250,000		250,000
Interest receivable		101,096		71,096
Refundable tax credit		250,000		-
Prepaid expenses		148,614		10,750
TOTAL CURRENT ASSETS		2,232,040		1,073,921
PROPERTY AND EQUIPMENT		55,919		127,627
OTHER ASSETS:
Patent registration costs		1,411,383		1,042,791
Purchased technology rights		226,628		252,349
Deposits		2,779		2,779
TOTAL OTHER ASSETS		1,640,790		1,297,919
	$	3,928,749	$	2,499,467
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,041,922	$	414,237
Accrued officers' salaries		1,184,289		515,271
Accounts payable to be settled through issuance of stock		-		590,057
Loan from officer/shareholder		300,000		-
TOTAL CURRENT LIABILITIES		2,526,211		1,519,565
SHAREHOLDERS' EQUITY:
Preferred stock, 5,000,000 shares authorized at $.001 par value,
none issued and outstanding at December 31, 2007 and 2006		-		-
Common stock, 200,000,000 shares authorized at $.001
par value, 30,494,816 and 26,108,785 issued and
outstanding at December 31, 2007 and 2006, respectively		30,495		26,109
Additional paid-in capital		45,896,906		42,225,080
Common stock to be issued		-		231,502
Treasury stock		(250,248)		(250,248)
Accumulated other comprehensive loss		60,525		56,601
Accumulated deficit during development stage		(44,335,140)		(41,309,142)
TOTAL SHAREHOLDERS' EQUITY		1,402,538		979,902
	$	3,928,749	$	2,499,467
See accompanying notes to the consolidated financial statements.
F-3

SAMARITAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
				From
				Inception
		From January 1, 1997	(September 5, 1994)
		To		To		For the Years Ended December 31,
		December 31, 2007		December 31, 1996		2007		2006		2005
		(Audited)		(Unaudited)
REVENUES:
Pharmaceutical sales	$	1,031,203	$	-	$	1,031,203	$	-	$	-
Licensing rights		3,451,742		-		3,451,742		-		-
Consulting		300,000		-		-		-		-
Government research grants		494,226		-		205,000		32,379		256,847
	$	5,277,171	$	-	$	4,687,945	$	32,379	$	256,847
EXPENSES:
Cost of goods sold (pharmaceutical sales)		533,351		-		533,351		-		-
Research and development		16,057,847		82,171		1,733,194		4,667,053		3,456,301
Interest, net		(92,437)		-		(13,897)		(31,795)		(60,021)
General and administrative		28,755,016		2,067,188		4,285,872		2,812,934		2,320,011
Depreciation and amortization		1,584,365		3,484		184,967		156,933		98,115
Collateral reserve adjustment		990,456		-		990,456		-		-
Other income		(369,130)		-		-		-		-
		47,459,468		2,152,843		7,713,943		7,605,125		5,814,406
NET LOSS		(42,182,297)		(2,152,843)		(3,025,998)		(7,572,746)		(5,557,559)
Other Comprehensive Income (Loss):
Unrealized gain on marketable securities		-		-		-		3,933		12,648
Foreign translation adjustment		60,525		-		3,924		77,141		(20,540)
Total Comprehensive Loss	$	(42,121,772)	$	(2,152,843)	$	(3,022,074)	$	(7,491,672)	$	(5,565,452)
Loss per share, basic and diluted					$	(0.12)	$	(0.29)	$	(0.25)
Weighted average number of shares outstanding:
Basic and diluted						27,375,233		24,509,775		22,426,766
See accompanying notes to the consolidated financial statements
F-4

							SAMARITAN PHARMACEUTICALS, INC.
							(A DEVELOPMENT STATE COMPANY)
					CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
					FROM INCEPTION (SEPTEMBER 5, 1994) TO DECEMBER 31, 2007
					Shares										Accumulated
	Number		Par Value		Reserved		Additional		Common Stock						Other		Stock						Total
	of		Common		for		Paid in		To Be				Deferred		Comprehensive		Subscriptions		Treasury		Accumulated		Shareholders'
	Shares		Stock		Conversion		Capital		Issued		Warrants		Compensation		Income		Receivable		Shares		Deficit		Deficit
Inception at September 5, 1994 (Unaudited)	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Shares issued for cash, net of offering costs	1,014,231		1,014		-		635,076		-		-		-		-		-		-		-		636,090
Warrants issued for cash	-				-				-		5,000		-		-		-		-		-		5,000
Shares issued as compensation for services	119,083		119		-		1,428,881		-		-		-		-		-		-		-		1,429,000
Net loss					-				-		-		-		-		-		-		(2,152,843)		(2,152,843)
December 31, 1996 (Unaudited)	1,133,314		1,133		-		2,063,957		-		5,000		-		-		-		-		(2,152,843)		(82,753)
Issuance of stock, prior to acquisition	34,392		34		-		371,121		-		-		-		-		-		-		-		371,155
Acquisition of subsidiary for stock	250,500		251		-		46,445		-		-		-		-		-		-		-		46,695
Shares of parent redeemed, par value $.0001	(1,418,206)		(1,418)		-		1,418		-		-		-		-		-		-		-		-
Shares of public subsidiary issued, par value $.001	1,281,615		1,282		820		(2,102)		-		-		-		-		-		-		-		-
Net loss	-				-				-		-		-		-		-		-		(979,635)		(979,635)
December 31, 1997 (Audited)	1,281,615		1,282		820		2,480,838		-		5,000		-		-		-		-		(3,132,478)		(644,538)
Conversion of parent's shares	116,004		116		(696)		580		-		-		-		-		-		-		-		-
Shares issued for cash, net of offering costs	115,583		116		-		605,763		-		-		-		-		-		-		-		605,879
Shares issued in cancellation of debt	87,500		88		-		524,913		-		-		-		-		-		-		-		525,000
Shares issued as compensation	66,667		67		-		349,933		-		-		-		-		-		-		-		350,000
Net loss					-				-		-		-		-		-		-		(1,009,945)		(1,009,945)
December 31, 1998 (Audited)	1,667,369		1,667		124		3,962,027		-		5,000		-		-		-		-		(4,142,423)		(173,604)
	-
Conversion of parent's shares	2,167		2		(13)		11		-		-		-		-		-		-		-		-
Shares issued in cancellation of debt	5,000		5		-		29,995		-		-		-		-		-		-		-		30,000
Shares issued for cash, net of offering costs	7,500		8		-		41,405		-		-		-		-		-		-		-		41,412
Shares issued as compensation	594,875		595		-		465,087		-		-		-		-		-		-		-		465,682
Detachable warrants issued	-		-		-		-		-		152,125		-		-		-		-		-		152,125
Detachable warrants exercised	16,667		17		-		148,983		-		(149,000)		-		-		-		-		-		-
Debentures converted to stock	280,408		280		-		641,840		-		-		-		-		-		-		-		642,120
Net loss	-				-				-		-		-		-		-		-		(1,671,255)		(1,671,255)
December 31, 1999 (Audited)	2,573,985		2,574		111		5,289,348		-		8,125		-		-		-		-		(5,813,678)		(513,520)
Conversion of parent's shares	21,492		21		(111)		90		-		-		-		-		-		-		-		-
Shares issued for cash, net of offering costs	262,532		263		-		859,772		-		-		-		-		-		-		-		860,035
Shares issued in cancellation of debt	145,833		146		-		661,648		-		-		-		-		-		-		-		661,794
Shares issued in cancellation of accounts payable	16,667		17		-		31,248		-		-		-		-		-		-		-		31,265
Shares issued as compensation	562,158		562		-		2,557,905		-		-		(759,560	)	-		-		-		-		1,798,907
Warrants exercised	6,468		6		-		3,119		-		(3,125)		-		-		-		-		-		-
Warrants expired	-		-		-		5,000		-		(5,000)		-		-		-		-		-		-
Net loss	-		-		-				-		-		-		-		-		-		(3,843,308)		(3,843,308)
December 31, 2000 (Audited)	3,589,135		3,589		-		9,408,129		-		-		(759,560	)	-		-		-		(9,656,986)		(1,004,827)
			See accompanying notes to the consolidated financial statements
			F-5

 

				SAMARITAN PHARMACEUTICALS, INC.
				(A DEVELOPMENT STATE COMPANY)
			CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
			FROM INCEPTION (SEPTEMBER 5, 1994) TO DECEMBER 31, 2007
			Shares					Accumulated
	Number	Par Value	Reserved	Additional	Common Stock			Other	Stock			Total
	of	Common	for	Paid in	To Be		Deferred	Comprehensive	Subscriptions	Treasury	Accumulated	Shareholders'
	Shares	Stock	Conversion	Capital	Issued	Warrants	Compensation	Income	Receivable	Shares	Deficit	Deficit
Shares issued for cash, net of offering costs	1,082,848	1,083	-	1,263,172	-	-	-	-	-	-	-	1,264,255
Shares issued as compensation	1,527,033	1,527	-	1,566,234	-	-	(230,512)	-	-	-	-	1,337,249
Shares issued on previously purchased shares	57,101	57	-	188,493	-	-	-	-	-	-	-	188,550
Shares issued in cancellation of accounts payable	33,333	33	-	69,047	-	-	-	-	-	-	-	69,080
Amortization of deferred compensation	-	-	-	-	-	-	495,036	-	-	-	-	495,036
Stock options issued for services	-	-	-	439,544	-	-	-	-	-	-	-	439,544
Net loss	-	-	-	-	-	-	-	-	-	-	(4,079,806)	(4,079,806)
December 31, 2001 (Audited)	6,289,450	6,289	-	12,934,619	-	-	(495,036)	-	-	-	(13,736,792)	(1,290,919)
Shares issued for cash, net of offering costs	3,109,583	3,110	-	2,093,189	-	-	-	-	-	-	-	2,096,299
Shares issued as compensation	640,088	640	-	1,047,386	-	-	-	-	-	-	-	1,048,026
Shares issued on previously purchased shares	8,333	8	-	4,992	-	-	-	-	-	-	-	5,000
Shares issued in cancellation of accounts payable	710,864	711	-	542,845	-	-	-	-	-	-	-	543,556
Amortization of deferred compensation	-	-	-	-	-	-	495,036	-	-	-	-	495,036
Stock options issued for services	-	-	-	225,000	-	-	-	-	-	-	-	225,000
Net loss	-	-	-		-	-	-	-	-	-	(4,057,153)	(4,057,153)
December 31, 2002 (Audited)	10,758,318	10,758	-	16,848,031	-	-	-	-	-	-	(17,793,945)	(935,155)
Shares issued for cash, net of offering costs	2,915,611	2,916	-	2,406,873	-	-	-	-	-	-	-	2,409,789
Shares issued as compensation	677,139	677	-	553,165	-	-	-	-	-	-	-	553,842
Shares issued for previously purchased shares	193,452	193	-	162,307	-	-	-	-	-	-	-	162,500
Shares issued in cancellation of accounts payable	-	-	-	-	-	-	-	-	-	-	-	-
and accrued compensation	1,602,645	1,603	-	3,456,963	-	-	-	-	-	-	-	3,458,566
Shares issued in connection with equity financing	520,833	521	-	(521)	-	-	-	-	-	-	-	-
Exercise of stock options	1,295,149	1,295	-	1,118,553	-	-	-	-	(1,119,848)	-	-	-
Shares reacquired in settlement of judgement	(260,675)	(261)	-	250,509	-	-	-	-	-	(250,248)	-	-
Stock options issued for services	-	-	-	145,000	-	-	-	-	-	-	-	145,000
Net loss	-	-	-		-	-	-	-	-	-	(5,520,531)	(5,520,531)
December 31, 2003 (Audited)	17,702,472	17,702	-	24,940,880	-	-	-	-	(1,119,848)	(250,248)	(23,314,476)	274,011
Shares issued for cash, net of offering costs	1,904,456	1,904	-	4,299,034	-	-	-	-	-	-	-	4,300,938
Shares issued as compensation , expensed	346,875	347	-	1,790,131	-	-	(544,416)	-	-	-	-	1,246,062
Amortization of deferred compensation	-	-	-	-	-	-	240,000	-	-	-	-	240,000
Shares issued for previously purchased shares	13,889	14	-	12,486	-	-	-	-	-	-	-	12,500
Exercise of stock options	2,825,078	2,825	-	4,855,995	-	-	-	-	(4,858,820)	-	-	-
Exercise of warrants	105,833	106	-	449,894	-	-	-	-	-	-	-	450,000
Shares issued in connection with equity financing	1,459,707	1,460	-	3,098,541	-	-	-	-	-	-	-	3,100,001
Stock retired in settlement of subscriptions receivable	(2,311,609)	(2,312)	-	(5,976,356)	-	-	-	-	5,978,668	-	-	0
Shares reacquired in settlement of judgement	(41,667)	(42)	-	(231,308)	-	-	-	-	-	-	-	(231,350)
Stock options issued for services	-	-	-	567,771	-	-	-	-	-	-	-	567,771
Other comprehensive income (loss)	-	-	-	-	-	-	-	(16,580)	-	-		(16,580)
Net loss	-	-	-	-	-	-	-	-	-	-	(4,864,361)	(4,864,361)
December 31, 2004 (Audited)	22,005,033	22,005	-	33,807,068	-	-	(304,416)	(16,580)	-	(250,248)	(28,178,837)	5,078,992
		See accompanying notes to the consolidated financial statements
		F-6

							SAMARITAN PHARMACEUTICALS, INC.
							(A DEVELOPMENT STATE COMPANY)
					CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
					FROM INCEPTION (SEPTEMBER 5, 1994) TO DECEMBER 31, 2007
					Shares										Accumulated
	Number		Par Value		Reserved		Additional		Common Stock						Other	Stock						Total
	of		Common		for		Paid in		To Be				Deferred		Comprehensive	Subscriptions		Treasury		Accumulated		Shareholders'
	Shares		Stock		Conversion		Capital		Issued		Warrants		Compensation		Income	Receivable		Shares		Deficit		Deficit
Shares issued as compensation , expensed	66,483		66		-		197,117		-		-		(128,034)		-	-		-		-		69,150
Amortization of deferred compensation	-		-		-		-		-		-		392,416		-	-		-		-		392,416
Exercise of stock options	28,333		28		-		31,472		-		-		-		-	-		-		-		31,500
Shares issued in connection with equity financing	711,196		711		-		1,603,029		-		-		-		-	-		-		-		1,603,740
Stock options issued for services	-		-		-		65,052		-		-		-		-	-		-		-		65,052
Other comprehensive income (loss)	-		-		-		-		-		-		-		(7,892)	-		-		-		(7,892)
Net loss	-		-		-		-		-		-		-			-		-		(5,557,559)		(5,557,559)
December 31, 2005 (Audited)	22,811,046		22,811		-		35,703,738		-		-		(40,034)		(24,472)	-		(250,248)		(33,736,396)		1,675,399
Shares issued for cash, net of offering costs	1,202,083		1,202		-		2,043,798		-				-		-	-		-		-		2,045,000
Common stock to be issued	-		-		-		-		231,502		-		-		-	-		-		-		231,502
Amortization of deferred compensation	-		-		-		-		-		-		40,034		-	-		-		-		40,034
Exercise of stock options	75,154		75		-		64,425		-		-		-		-	-		-		-		64,500
Shares issued in connection with equity financing	2,020,501		2,021		-		4,192,753		-		-		-		-	-		-		-		4,194,774
Stock options issued for services	-		-		-		220,366		-		-		-		-	-		-		-		220,366
Other comprehensive income (loss)	-		-		-		-		-		-		-		81,073	-		-		-		81,073
Net loss	-				-				-		-		-		-	-		-		(7,572,746)		(7,572,746)
December 31, 2006 (Audited)	26,108,785		26,109		-		42,225,080		231,502		-		-		56,601	-		(250,248)		(41,309,142)		979,902
Common stock to be issued	-				-				568,748		-		-		-	-		-		-		568,748
Shares issued for cash, net of offering costs	889,167		889				799,361		(800,250)													-
Shares issued in cancellation of accounts payable	491,625		492		-		797,069		-		-		-		-	-		-		-		797,562
Shares issued in connection with equity financing	320,000		320		-		479,680		-		-		-		-	-		-		-		480,000
Shares issued as compensation , expensed	2,683,561		2,684		-		1,097,577		-		-		-		-	-		-		-		1,100,261
Stock options issued for services	-		-		-		498,139		-		-		-		-	-		-		-		498,139
Other comprehensive income (loss)	-		-		-		-		-		-		-		3,924	-		-		-		3,924
Fractional shares rounded up in conversion	1,679		1		-		-		-		-		-		-	-		-		-		-
Net loss	-		-		-		-		-		-		-		-	-		-		(3,025,998)		(3,025,998)
	-
December 31, 2007 (Audited)	30,494,816$	$	30,495	$	-	$	45,896,906$	$	-	$	-	$	-	$	60,525	-	$	(250,248)	$	(44,335,140)	$	1,402,538
			See accompanying notes to the consolidated financial statements
			F-7

SAMARITAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
				From Inception (09/05/1994) To December 31, 1996 (Unaudited)								From Inception (09/05/1994) To December 31, 2007 (Unaudited)
		From January 1, 1997 To December 31, 2007 (Audited)
						For the Years Ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES:						2007		2006		2005
Net loss	$	(42,182,297)	$	(2,152,843)	$	(3,025,998)	$	(7,572,746)	$	(5,557,559)	$	(44,335,140)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		1,584,365		3,484		184,967		156,933		98,115		1,587,849
Stock based compensation		9,330,541		1,429,000		1,100,261		-		69,150		10,759,541
Stock options issued for services		2,160,872		-		498,139		220,366		65,052		2,160,872
Amortization of deferred compensation		1,662,522		-		-		40,034		392,416		1,662,522
Foreign currency (loss) gain		60,525		-		3,924		77,141		(20,540)		60,525
Other income		(228,190)		-		-		3,160		-		(228,190)
(Increase) decrease in assets:
Inventory		(56,358)				(56,358)						(56,358.00)
Accounts receivable		(1,143,985)		5,584		(1,138,401)		51,117		(51,117)		(1,138,401.00)
Interest receivable and prepaids		(262,950)		-		(167,864)		(28,398)		22,901		(262,950)
Refundable tax credit		(250,000)		-		(250,000)
Deposits		13,724		(783)		-		-		-		12,941
Increase (decrease) in liabilities:
Deferred revenue		(200,000)		200,000		-		-		-		-
Accounts payable and accrued expenses		4,655,814		29,274		1,504,208		804,265		345,635		4,685,088
NET CASH USED IN OPERATING ACTIVITIES		(24,855,417)		(486,284)		(1,347,122)		(6,248,128)		(4,635,947)		(25,091,701)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of technology rights		(63,492)		(95,477)		-		(50,000)		-		(158,969)
Purchase of furniture and equipment		(337,450)		(12,837)		(6,626)		(5,165)		(222,533)		(350,287)
Note receivable		(250,000)		-		-		-		-		(250,000)
(Purchase) liquidation of marketable securities		(3,160)		-		-		496,840		1,500,000		(3,160)
Patent registration costs		(1,566,576)		(24,866)		(449,504)		(397,452)		(305,007)		(1,591,442)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(2,220,678)		(133,180)		(456,130)		44,223		972,460		(2,353,858)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrants/options		703,125		-		-		64,500		31,500		703,125
Proceeds from debentures		642,120		-		-		-		-		642,120
Proceeds from stock issued for cash		14,556,227		641,090		568,748		2,045,000		-		15,197,317
Proceeds from equity financing		9,378,516		-		480,000		4,194,774		1,603,741		9,378,516
Common stock to be issued		437,552		-		-		185,243		46,259		437,552
Short-term loan repayments		(288,422)		-		-		-		-		(288,422)
Short-term loan proceeds		1,912,922		-		300,000		-		-		1,912,922
NET CASH PROVIDED BY FINANCING ACTIVITIES		27,342,040		641,090		1,348,748		6,489,517		1,681,500		27,983,130
CHANGE IN CASH		265,945		21,626		(454,504)		285,612		(1,981,987)		537,571
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		21,626		-		742,075		456,463		2,438,451		-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	287,571	$	21,626	$	287,571	$	742,075	$	456,464	$	537,571
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Purchase of net, non-cash assets of subsidiary
for stock	$	195	$	-	$	-	$	-	$	-	$	195
Short-term debt retired through issuance
of stock	$	1,890,695	$	-	$	-	$	-	$	-	$	1,890,695
Issuance of common stock, previously subscribed	$	180,000	$	-	$	-	$	-	$	-	$	180,000
Purchase of technology rights for accounts payable
to be settled through issuance of stock	$	-	$	-	$	-	$	-	$	199,500	$	-
Treasury stock acquired through settlement
of judgement	$	250,248	$	-	$	-	$	-	$	-	$	250,248
Stock subscriptions receivable	$	1,119,848	$	-	$	-	$	-	$	-	$	1,119,848
Stock retired in settlement of subscriptions
receivable	$	(5,978,668)	$	-	$	-	$	-	$	-	$	(5,978,668)
Stock received in settlement	$	(231,350)	$	-	$	-	$	-	$	-	$	(231,350)
Stock as compensation for services	$	6,276,053	$	1,357,735	$	1,100,261	$	-	$	-	$	7,633,788
Stock issued in cancellation of accounts payable	$	5,046,499	$	-	$	797,561	$	-	$	-	$	5,046,499
Exercise of stock options	$	4,858,820	$	-	$	-	$	-	$	-	$	4,858,820
See accompanying notes to the consolidated financial statements
F-8

SAMARITAN PHARMACEUTICALS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005 

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Samaritan Pharmaceuticals, Inc. (including the subsidiaries, referred to as Samaritan, the "Company", "its", "we", and "our"), formed in September 1994, is an entrepreneurial biopharmaceutical company, focused on commercializing innovative therapeutic products to relieve the suffering of patients with Alzheimer's disease; cancer; cardiovascular disease, HIV, and Hepatitis C; as well as, commercializing its acquired marketing and sales rights, to sell fifteen (15) marketed revenue-generating products, in Greece, and/or various Eastern European countries.

Samaritan has partnered its oral entry inhibitor HIV drug SP-01A, a drug that has demonstrated safety and efficacy, in Phase II clinical trials, with Pharmaplaz, Ireland to advance to Phase III clinical trials. In addition, Samaritan aims to commercialize three (3) drug candidates with late-stage preclinical development programs. Samaritan is evaluating the use of Caprospinol, SP-233 in Alzheimer's disease patients; the use of SP-1000 with acute coronary disease patients; and the use of SP-30 as an "oral treatment" for Hepatitis C patients.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At December 31, 2007, the Company had an accumulated deficit of $44,335,140, and for the years ended December 31, 2007 and 2006, incurred net losses of $3,025,998 and $7,572,746, respectively and used cash flows from operations of $1,347,122 and $6,248,128, respectively.

Management's plans with regard to these matters include the following:

1.	Obtaining additional capital through the sale of common stock to existing and new stockholders;
2.	Marketing of pharmaceutical products in Eastern Europe;
3.	Continue its efforts to attempt to collect payment due to the Company from Pharmaplaz;
4.	Continue its efforts to out-license the Company’s technologies.

Accordingly, management is of the opinion that aggressive marketing combined with additional capital will result in improved operations and cash flow for 2008 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Consolidation

The accompanying financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

B. Revenue recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin SAB 104, Topic 13, "Revenue Recognition" and Emerging Issues Task Force No. 00-21, or EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." Generally, the Company will not recognize revenue or establish a receivable related to payments that are due greater than twelve months from the balance sheet date. In all cases, revenue is only recognized after all of the following four basic criteria of revenue recognition are met:

o      Persuasive evidence of an arrangement exists;

o      The fee is fixed or determinable;

o      Collection is probable; and

o      Delivery of technology or intellectual property rights has occurred or services have been rendered.

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Product Sales. Samaritan Pharmaceuticals sells Amphocil and Elaprase in Greece. Product sales are recognized when delivery of the products has occurred, title has passed to the customer, the selling price is fixed or determinable, collectibility is reasonably assured and the Company has no further obligations. The Company records allowances for product returns, rebates and wholesaler chargebacks, wholesaler discounts, and prescription vouchers at the time of sale and reports product sales net of such allowances. The Company must make significant judgments in determining these allowances. We periodically evaluate the need to maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. When making this evaluation, we made judgments about the creditworthiness of customers based on ongoing credit evaluations and the aging profile of customer accounts receivabl e and assess current economic trends that might impact the level of credit losses in the future. The products Amphocil and Elaprase have not experienced significant credit losses, therefore we have no allowance for doubtful accounts as of December 31, 2007.

License Revenue. The Company's license revenues are generated through an agreement with a strategic partner. Nonrefundable, up-front license fees and milestone payments with standalone value that are not dependent on any future performance by us under the arrangements are recognized as revenue upon the earlier of when payments are received or collections is assured, but are deferred if we have continuing performance obligations. If we have continuing involvement through contractual obligations under such agreement, such up-front fees are deferred and recognized over the period for which we continue to have a performance obligation, unless all of the following criteria exist: (1) the delivered item(s) have standalone value to the customer, (2) there is objective and reliable evidence of the fair value of the undelivered item(s). We also make estimates and judgments when determining whether the collectibility of license fees receiv able from licensees is reasonably assured. We assess the collectibility of accrued license fees based on a number of factors and if it is determined that collection is not reasonably assured, the fee is recognized when collectibility becomes reasonably assured, assuming all other revenue recognition criteria have been met.

On March 28, 2007, Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, signed an agreement (the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is required to pay Samaritan $10 million upfront. To date, under the Pharmaplaz Agreement, the amount of funds received from Pharmaplaz is $2.15 million; $1.4 million and $750,000 were received during the first and fourth quarter of 2007 respectively. On May 15, 2007, the CEO of Pharmaplaz, Michael Macken, signed a personal guarantee and on May 21, 2007 a stock pledge agreement for 943,291 (split-adjusted) shares of Samaritan Pharmaceuticals to guarantee the balance of the $7.85 million. On May 15, 2007, the amount of shares pledged was worth $1,300,742. On December 31, 2007, the last reported market sale price of our Common Stock was $0.33 and the value of the stock pledge was $311,286. As a result of Pharmaplaz's failure to timely pay the remaining balance of 7.85 million, Pharmaplaz is not in compliance with the terms of the Pharmaplaz Agreement. Samaritan is currently working with Pharmaplaz to collect the past due remaining balance.

Pharmaplaz, a shareholder, will pay for and be responsible for future research and development to bring the technology to market. Samaritan has no remaining obligations or performance for future research and development. The $10,000,000 payment is non-refundable. Upon request, Samaritan might occasionally advise Pharmaplaz regarding SP-01A, in relationship to Principal Investigators with applications for NIH grants, or other grant applications to advance SP-01A, at Pharmaplaz's cost. Samaritan and Pharmaplaz will split 50/50 of all revenues stemming from SP-01A.

Government Research Grant Revenue. The Company recognizes revenues from federal government research grants during the period in which the related expenditures

C. Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

The Company maintains its cash in bank accounts at high credit quality financial institutions. The balances at times may exceed federally insured limits.

D. Inventory

The Company's inventory consists primarily of pharmaceutical products for distribution in its licensed territories. The Company values inventories at the lower of cost or fair market value. The Company determines the cost of inventory using the average cost method. The Company analyzes its inventory levels quarterly and writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Expired inventory is disposed of and the related costs are written off and recognized as additional cost of sales.

F-10

E. Concentration of Credit Risks

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of trade receivables. In the normal course of business, the Company provides credit terms to its customers that are customary for the local customs in the territory. The Company also invests its excess cash principally in marketable securities from a diversified portfolio of institutions with strong credit ratings and in U.S. government and agency bills and notes, and by policy, limits the amount of credit exposure at any one institution. These investments are generally not collateralized and primarily mature within one year. The Company has not realized any losses from such investments. At December 31, 2007, the Company had no excess cash invested in marketable securities.

At December 31, 2007, the Company had approximately $65,000 in bank deposits in Europe , which may not be insured. The Company has not experienced any losses in such accounts through December 31, 2007.

The Company has present activities in Europe and Canada. As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, political action and political instability could impair the value of the Company's investments.

F. Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided using the straight line method over the estimated useful lives of the assets.

G. Intangibles

Legal fees associated with filing patents are recorded at cost and amortized over 17 years. We currently own or in-license patents related to our products or product candidates and own or in-license additional applications for patents that are currently pending. In general, when we in-license intellectual property from various third parties, we are required to pay royalties to the parties on product sales. The Company reviews patent costs for impairment by comparing the carrying value of the patents with the fair value. The Company believes it will recover the full amount of the patent costs based on forecasts of sales of the products related to the patents. Patent registration costs are amortized over seventeen (17) years once approved. Patent amortization expense was $80,912 and $55,458 during the years ended December 31, 2007 and 2006, respectively. Projected amortization is $89,786 for 2008 through 2012. Certain U.S. patents may be eligible for patent term extensions under the Hatch-Waxman Act may be available to Samaritan for the lost opportunity to market and sell the invention during the regulatory review process.

Purchased technology rights are recorded at cost and are being amortized using the straight line method over the estimated useful life of the technology. Amortization expense was $25,720 for the year ending December 31, 2007, and $17,134 for the year ended December 31, 2006. Projected amortization expense associated with these technology rights in the future $14,676 for 2008 through 2012.

H. Earnings (loss) per share

The Company reports loss per common share in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." The Company has 5,435,611, 4,286,444 and 3,976,003 options outstanding at December 31, 2007, 2006 and 2005, respectively, which have not been included.

I. Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

J. Income Taxes

Pursuant to Statement of Financial Accounting Standards No. 109 (`SFAS 109') Accounting for Income Taxes', the Company accounts for income taxes under the liability method. Under the liability method, a deferred tax asset or liability is determined based upon the tax effect of the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted rates, which will be in effect when these differences reverse.

F-11

K. Research and Development Costs

Research and development costs are expensed when incurred.

L. Investment in Joint Venture

The Company and Samaritan Therapeutics, Canada, has signed a Research Collaboration and Licensing Agreement with The Research Institute of McGill University Health Centre (RI-MUHC) in Montreal, Canada, to advance its promising pipeline into clinical trial status and develop new innovative drug candidates. Once drug candidates, derived from the collaborative research, are clinically-validated and deemed to hold promise, Samaritan Therapeutics will continue to develop the drug candidate in Canada, while Samaritan Pharmaceuticals will focus on the drug candidate's process through regulatory agencies and its commercialization throughout the rest of the world. The current budget is for $1,000,000 paid over four (4) quarterly payments of $250,000, is unallocated, and covers the general research and development effort. Going forward, this budget may increase or decrease depending upon changes in future research and development and other factors.

Since the Company does not own greater than 50% of Samaritan Therapeutics, Canada, we evaluated, the Company’s ownership / control of Samaritan Therapeutics, Canada, under FIN 46(R) "Consolidation of Variable Interest Entities" requires companies to determine whether they hold interests in a variable interest entity ("VIE") and, if so, to consolidate any VIEs for which they are the primary beneficiary.

As of December 31, 2007, Samaritan was a 50% investor of the above mentioned company. The amount of monies to date is insufficient to permit the entity to finance its activities without further additional financial support and the characteristics of Samaritan investment have controlling financial interest attributes. This is considered to be a variable interest per the provisions of FIN 46(R), and therefore has been consolidated into The Company’s December 31, 2007 financial statements.

M. Impairment of Long-Lived Assets

The Company reviews long-lived assets and certain identifiable assets related to those on a quarterly basis for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At December 31, 2007, the Company does not believe that any impairment has occurred.

N. Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107 Disclosures about Fair Value of Financial Instruments ("SFAS 107") requires the disclosure of fair value information about financial instruments whether or not recognized on the balance sheet, for which it is practicable to estimate the value. Where quoted market prices are not readily available, fair values are based on quoted market prices of comparable instruments. The carrying amount of cash, accounts payable and accrued expenses approximates fair value because of the short maturity of those instruments.

O. Foreign Currency Translation

Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date of historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in stockholders equity (Accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations.

P. Stock Based Compensation

The Company adopted SFAS No. 123R, “Share Based Payments.” SFAS No. 123R requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.

F-12

In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amou nt of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. The impact of applying SFAS No. 123R approximated $498,139 and $220,366 in additional compensation for the years ended December 31, 2007 and 2006, respectively. Such amount is included in general and administrative and research and development expenses on the statement of operations.

Q. Prepaid Expenses and Other Assets

Total prepaid expenses of $148,614 and $10,750 consist of payments made in preparation of a preclinical research project, consulting prepayments and other miscellaneous prepayments.

R.. Accrued Officers' Compensation

Accrued officers' compensation consists of the unpaid portion of the respective officer's contract salary.

S. Loan Payable

During the first quarter of 2008, the Company borrowed an aggregate of $129,500 on a short-term basis pursuant to the terms of promissory notes from the Company and in favor of the Lender (the "Notes"). Proceeds from each of the loans funded the Company's continuing operating expenses, ongoing expenses, legal and accounting fees, as well as for working capital and other contingencies. Under the terms of the Notes issued by the Company to the Lender, the Company will: (i) pay interest to the Lender at a rate of 16% per annum and ii) 100% warrant coverage. The principal and interest due on the Notes are due on demand. The Notes will be repaid from proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations. The prior notes of $300,000, from the CEO of the Company borrowed in 2007 were renegotiated to match the terms of notes issued during the first quarte r of 2008. The Notes will be repaid from proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations.

T. Unissued Stock

Unissued stock consists of proceeds from private placements received by year-end for stock that had yet to be issued. Such amounts were retired through the issuance of shares subsequent to the balance sheet date.

U. New Accounting Pronouncements

SFAS No. 159

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FAS 115 (“SFAS No. 159”). SFAS No. 159 allows companies to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and will be applied prospectively. The Company is currently evaluating the impact of adopting SFAS No. 159 on our consolidated financial position, results of operations and cash flows.

F-13

FASB Statement Number 141 (revised 2007)

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statement’s scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting—the acquisition method—to all transactions and other events in which one ent ity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.

This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.

This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of assets that does not constitute a business, (c) A combination between entities or businesses under common control, (d) A combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

FASB Statement Number 160

In December 2007, the FASB issued FASB Statement No. 160 - Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance.

This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.

A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the

F-14

relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require: (a) The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, (b) The amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, (c) Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent’s ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or i f the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment, (e) Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.

This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

NOTE 4 - SEGMENT REPORTING BY GEOGRAPHIC AREA

Financial instruments, which potentially subject the Company to concentrations of credit risks, consist principally of cash and cash equivalents. The Company maintains cash and cash equivalents with high-credit, quality financial institutions. At December 31, 2007 and 2006 cash balances held at financial institutions were in excess of Federal insured limits.

The Company sells its products to various customers primarily in Europe and the USA. The Company performs ongoing credit evaluations on its customers and generally does not require collateral. Export sales are usually made under letter of credit agreements. The Company does not establish reserves for expected credit losses and such losses, in the aggregate, have not exceeded management's expectations.

The Company’s licensing rights revenue and pharmaceutical sales which began during 2007 occurred in Europe. Grant revenue reported since inception is from the United States. The following summarizes identifiable assets by geographic area:

		Year ended December 31,
		2007		2006		2005
United States	$	2,297,858	$	1,924,343	$	2,236,712
Europe	$	1,377,932	$	575,124	$	746
Canada	$	252,959	$	-0-	$	-0-
	$	3,928,749	$	2,499,467	$	2,237,458

NOTE 5- PROPERTY AND EQUIPMENT

F-15

Property and equipment, at cost, consist of the following as of December 31:

	Estimated
	Useful
	Life		2006		2007
Furniture and	3-7	$	135,248	$	141,873
Fixtures
Software	3		11,137		11,137
Lab Equipment	3		197,279		197,279
			343,664		350,289
Less: accumulated
depreciation			(216,037)		(294,370)
Total		$	127,627	$	55,919

Depreciation expense for the years ended December 31, 2007, and 2006 was $78,334, and $84,342, respectively.

NOTE 6 - SHAREHOLDERS' EQUITY

The Company has 250 million common shares authorized and a class of 5 million shares of preferred stock authorized. There are no outstanding preferred stock shares at December 31, 2007.

A. Stock Option Plans.

The short and long-term compensation program includes stock options granted under Stock Incentive Plans as well as non-qualified stock options. The Company currently has two stock option plans: The 2005 Stock Option Plan, approved by the shareholders on June 10, 2005 as an additional plan to the Company's 2001 Stock Plan; and the 2001 Stock Option Plan, approved by the shareholders on April 24, 2001. Both option plans are designed to reward executives for achieving long-term financial performance goals over a three-year to ten-year period, provide retention incentives for executives, and tie a significant portion of an executive's total compensation to long-term performance. Stock options for executive officers and key associates are part of the incentive program and link the enhancement of shareholder value directly to their total compensation.

Shares available under the 2005 Plan: On a calendar year basis, Awards under the Plan may be made for a maximum of ten percent (10%) of the total shares of Common Stock outstanding on a fully diluted basis (without taking into account outstanding Awards at the end of the prior calendar year), less Awards outstanding at the end of the prior calendar year. Notwithstanding this limit, not more than three percent (3%) of the total shares of within the plan may be subject to ISO Awards during the term of the Plan, and not more than seven percent (7%) of the total shares within the plan may be subject to Awards in a form other than options and SARs. No director, officer, or employee may be granted options with respect to the total awards available under the plan to more than half of the awards within the Plan, nor more than 5,000,000 shares per fiscal year, subject to a limit of 2,500,000 shares per fiscal year for individuals first hi red that year. The number of shares subject to these limits will be adjusted in the event of certain changes in the capitalization of the Company.

Shares Available under the 2001 Plan: The number of awards that may be granted under the 2001 Plan in each calendar year will not exceed twenty percent (20%) of (i) the total shares of common stock outstanding on a fully diluted basis, without taking into account awards outstanding under the 2001 Plan that are exercisable for or convertible into common stock or that are unvested stock awards (referred to as 'outstanding awards'), at the close of business on the last day of the preceding calendar year, less (ii) the number of shares subject to 'outstanding awards' at the close of business on that date.

The following table summarizes the Company's stock options outstanding at December 31, 2007, 2006, and 2005:

F-16

			Weighted
			average	Aggregate
			Exercise	Intrinsic
	Shares		price	value
Outstanding and exercisable at December 31, 2005	3,976,027		3.60	-0-
Granted	440,417		4.56
Exercised	(87,500)		(1.20)
Expired	(42,500)		(7.08)
Outstanding and exercisable at December 31, 2006	4,286,444		3.36	-0-
Granted	1,178,335		0.59
Exercised	(0)
Expired	(29,168)		(3.89)
Outstanding and exercisable at December 31, 2007	5,435,611	$	3.06	-0-

Information, at date of issuance, regarding options for the year ended December 31, 2007:

		Weighted	Weighted
		Average	Average
		Exercise	Fair Value
	Shares	Price $	Price $
Exercise price exceeds market price	1,178,335	.59	-0-
Exercise price equals market price	-0-	-0-	-0-
Exercise price is less than market price	-0-	-0-	-0-

The Company recognized option expense for 2007 and 2006 options of $498,139 and 220,366 respectively. The Company applies APB No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock options. As a result no compensation expense had been recognized for employee and director stock options prior to 2006 when FASB Statement No. 123R, Share-Based Payment, an Amendment of FASB Statement No. 123 (FAS No. 123R) was adopted. Had the Company determined compensation cost based on the fair value at the grant date for its stock options during those years under SFAS No. 123, Accounting for Stock-Based Compensation, the Company's net loss would have been reported as follows:

		12/31/05
Net loss:
As reported	$	(5,557,559)
Pro Forma	$	(6,887,390)
Basic and diluted loss per common share:
As reported		(0.24)
Pro Forma		(0.30)

The Company utilizes the Black-Scholes option-pricing model to calculate the fair value of each individual issuance of options with the following assumptions used for grants during the year ended December 31, 2007, 2006, and 2005. The per-share weighted average fair value of stock options granted during 2007, 2006 and 2005 was $.46, $.76, and $.43, respectively, on the date of grant using the Black Scholes pricing model and the following assumptions for the years ended December 31:

F-17

	2005	2006	2007
Expected dividend yield	0%	0%	0%
Risk-free interest rate	5%	5%	3.13-4.93%
Annualized volatility	NA	NA	NA
Average quarterly volatility for applicable quarters	41%	41%	NA
Volatility calculated by grant date		86%-	86%-104%
		110%

Calendar Year 2007
Options Outstanding Options Exercisable
		Weighted- Average Range of Number Outstanding		Remaining Weighted- Average Exercise Price
								Weighted- Average Exercise Price
	Exercise Prices		Contractual Life (Months)			Number Exercisable
$	.49-0.99	1,145,417	95	$	0.55	1,145,417	$	0.55
$	1.00 -1.99	85,837	79	$	1.65	85,837	$	1,65
$	2.00-2.99	905,414	66	$	2.14	905,414	$	2.14
	Above 3.00	3,298,943	58	$	4.21	3,298,943	$	4.21

The Company issues stock as compensation for services valuing such issues premised upon the fair market value of the stock.

During the year ended December 31, 2007, 2,683,561 shares of our Common Stock were issued as compensation. During the year ended December 31, 2006, no such shares were issued. Shares issued during 2007 were valued at an aggregate of $1,109,261 (at $.41 per share), representing the fair value of the shares issued. The issuances were recorded as non-cash compensation expense. The unamortized balance of deferred compensation at December 31, 2005 is $40,034.

During the year ended December 31, 2007, the Company issued 320,000 shares in connection with the Common Stock Purchase Agreement II with Fusion Capital (Note 13). During the year ended December 31, 2006, the Company issued 12,123,008 shares in connection with the Common Stock Purchase Agreement II with Fusion Capital (Note 13).

C. Private Placement

During the year ended December 31, 2007, the Company through one (1) private placement, issued 889,167 shares of our Common Stock for $800,250. During the year ended December 31, 2006, through various private placements, the Company sold 7,212,500 shares of our Common Stock for $2,045,000. During the year ended December 31, 2005, the Company did not offer any private placements.

NOTE 7 -

INCOME TAXES

The Company has net operating losses at December 31, 2007 of approximately $29,500,000 expiring through 2027. Utilization of these losses may be limited by the "change of ownership" rules as set forth in section 382 of the Internal Revenue Code.

A reconciliation of the statutory U.S. Federal rate thirty-five percent (35%) and effective rates is as follows:

F-18

		Years Ended December 31,
		2005		2006		2007
Expected income tax (benefit)
at Federal statutory rate	$	(1,945,000)	$	(2,622,000)	$	(1,014,000)
State tax (benefit) net of
Federal effect		(278,000)		(375,000)		(145,000)
Permanent differences		230,000		18,000		450,000
Increase (decrease) in valuation allowance		1,993,000		2,979,000		709,000
	$	-	$	-	$	-
		December 31,
		2005		2006		2007
Net operating losses	$	8,469,000	$	11,360,000	$	11,821,000
Stock Option Expense				88,000		286,000
Valuation allowance		(8,469,000)		(11,448,000)		(12,107,000)
	$	-	$	-	$	-

The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

A. The Company leases various facilities under operating lease agreements expiring through September 2008. Rental expense for the years ended December 31, 2007, 2006, and 2005 was $73,340, $62,115, and $39,708, respectively. Future minimum annual lease payments under the facilities lease agreements for agreements lasting more than one year are as follows:

2008 $43,307

B. At the beginning of the third quarter 2007, the Company executed a research collaboration (the "Research Collaboration") with The Research Institute of McGill University Health Centre and Samaritan Therapeutics over a ten-year period through 2017. Samaritan Therapeutics is a 50% owned subsidiary of the Company. The budget is for $1,000,000 paid over four (4) quarterly payments of $250,000, is unallocated, and covers the general research and development effort. Under the Research Collaboration, the Company receives worldwide exclusive rights, excluding Canada, to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration. Samaritan Therapeutics receives exclusive rights to the Canadian market to any novel therapeutic agents or diagnostic technologies that may result from the Research Collaboration.

C. The Company has no written employment agreement with the Dr. Janet Greeson and Mr. Eugene Boyle. Dr. Thomas Lang and Dr. Christos Dakas each have employment agreements negotiated at arm's length with the Compensation Committee, and each such agreement provides for a minimum annual base salary. In setting base salaries, the Board has considered (a) the contributions made by each executive to our Company, (b) compensation paid by peer companies to their executive officers and (c) outside compensation reports. In 2006, all executive officers received salary increases of approximately 5% reflecting competitive trends, general economic conditions as well as a number of factors relating to the particular individual, including the performance of the individual executive, and level of experience, ability and knowledge of the job.

The Compensation Committee also has the authority to award discretionary bonuses to our executive officers. The incentive bonuses are intended to compensate officers for achieving financial and operational goals and for achieving individual annual performance objectives. These objectives vary depending on the individual executive, but relate generally to strategic factors such as 1) initial signing of an employment agreement; 2) upon acceptance of filing of a new drug application by the FDA; 3) the FDA approval to move from one phase to the next phase in the FDA application process; 4) pharmaceutical sales goals achieved 5) completion of an in-licensing contract; 6) completion of an out-licensing contract; and 7) increases in market capitalization. The Compensation Committee did not make any cash bonuses to the executive officers in 2007.

F-19

The Company has terminated their Research Collaboration and Licensing Agreement “the Agreement” with Georgetown University “Georgetown” effective with the principal investigator becoming employed with another institution in July 2007. The Company and Georgetown remain in dispute over the termination process of this Agreement, as Georgetown has alleged additional monies due under the Agreement. The Company disputes any additional monies due. No accrual for any alleged additional monies has been made as of December 31, 2007, as it is managements’ position that there are no additional monies due to Georgetown under the Agreement.

NOTE 9 - RESEARCH AND DEVELOPMENT COSTS

Research and development costs consist of the costs associated with our research activities, as well as the costs associated with our drug discovery efforts, conducting preclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings. Our research and development expenses consist of:

-external research and development expenses incurred under agreements with third-party contract research organizations and investigative sites, third-party manufacturing organizations and consultants; -employee-related expenses, which include salaries and benefits for the personnel involved in our drug discovery and development activities.

We use our employees across multiple research projects, including our drug development programs. We track direct expenses related to our clinical programs on a per project basis. Accordingly, we allocate internal employee-related, as well as third-party costs, to each clinical program. We do not allocate expenses related to preclinical programs.

The following table summarizes our principal product development programs, including the related stages of development for each product candidate in development and the research and development expenses allocated to each clinical product candidate. The information in the column labeled "Estimated Completion of Current Trial" is our estimate of the timing of completion of the current clinical trial or trials for the particular product candidate. The actual timing of completion could differ materially from the estimates provided in the table.

		Estimated Completion of Current Development			Research and Development Expenses Year Ended December 31,
	Phase of Indication
Product Candidate			Trial		2005		2006		2007
Clinical Development
SP-01A**	HIV	Phase 2	2006	$	2,263,903	$	2,534,856	$	740,872
Research and preclinical				$	1,192,398	$	2,132,197	$	992,322
				$	3,456,301	$	4,667,053	$	1,733,194

**On March 28, 2007, Samaritan entered into an agreement in which Pharmaplaz will bear the expense of the development of SP-01A going forward.

The Company and Samaritan Therapeutics, Canada, has signed a Research Collaboration and Licensing Agreement with The Research Institute of McGill University Health Centre (RI-MUHC) in Montreal, Canada, to advance its promising pipeline into clinical trial status and develop new innovative drug candidates. Once drug candidates, derived from the collaborative research, are clinically-validated and deemed to hold promise, Samaritan Therapeutics will continue to develop the drug candidate in Canada, while Samaritan Pharmaceuticals will focus on the drug candidate's process through regulatory agencies and its commercialization throughout the rest of the world. The current budget is for $1,000,000 paid over four (4) quarterly payments of $250,000, is unallocated, and covers the general research and development effort. Going forward, this budget may increase or decrease depending upon changes in future research and development and other factors. This collaboration is also entitled to participate in the SR&ED Program which gives the parties cash refunds and/or tax credits for their expenditures on eligible research and development work done in Canada. For 2007, the amount of cash refunds and/or tax credits reflected in the above calculations was $250,000.

The successful development of our product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the remainder of the development of, or the period, if any, in which material net cash inflows may commence from, SP-01A or any of our preclinical product candidates. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

-the scope, rate of progress and expense of our clinical trials and other research and development activities;

F-20

-the potential benefits of our product candidates over other therapies;

-our ability to market, commercialize and achieve market acceptance for any of our product candidates that we are developing or may develop in the future; -future clinical trial results; -the terms and timing of regulatory approvals; and -the expense of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.

A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or other regulatory authority were to require us to conduct clinical trials beyond those which we currently anticipate will be required for the completion of clinical development of a product candidate or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development.

NOTE 10 - LITIGATION

Samaritan, from time to time, is involved in various legal proceedings in the ordinary course of its business.

NOTE 11 - RELATED PARTY TRANSACTIONS

In the ordinary course of business, we entered into transactions with Clay County Holdings (`CCH'). These transactions include loans made to and from CCH. In the past, CCH had made a loan to Samaritan which Samaritan paid off in 2003. During 2004, Samaritan created a notes receivable with CCH for $250,000 which amount bears interest at a rate of twelve percent (12%) per annum. The note receivable is secured by pledge of common stock in Samaritan owned by CCH. A Director of the Company is the Chairman of the Board of Nevada Gold and Casinos but is not a shareholder of CCH. The CEO and CFO of the Company are mother and son.

The Chief Executive Officer and Chairman of the Board agreed to loan the Company $250,000 and $50,000 on July 16, 2007and September 18, 2007 respectively for an aggregate of $300,000 on a short-term basis pursuant to the terms of promissory notes from the Company and in favor of the Lender (the "Notes"). Proceeds from each of the loans funded the Company's continuing operating expenses, ongoing expenses, legal and accounting fees, as well as for working capital and other contingencies. Under the terms of the Notes issued by the Company to the Lender, the Company will: (i) pay interest to the Lender 16% interest annually and 100% warrant coverage. The principal and interest due on the Notes are due on demand. The Notes will be repaid from proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations.

NOTE 12 - OTHER INCOME

In the December 31, 2004 financial statements, other income consists of the return of 250,000 shares of common stock that had been issued as compensation to a consultant in a prior year. The shares were returned due to the fact that the services were not performed. The shares were valued at their original issuance value, $231,350.

NOTE 13 - FUSION TRANSACTION

On May 12, 2005, The Company entered into the Purchase Agreement II with Fusion Capital, pursuant to which Fusion Capital agreed to purchase our Common Stock from time to time, at our option, up to an aggregate amount of $40,000,000 over fifty (50) months commencing December 29, 2005, which is the date the SEC declared effective our Registration Statement on Form SB-2 (Commission Registration No. 051267250). Samaritan filed a post effective amendment on Form S-1 to the above Registration Statement (Commission Registration No. 07556090) on January 9, 2007, which was declared effective on February 6, 2007. As of December 31, 2007, the Company has decided to close the Registration Statement (Commission Registration No. 07556090) and will not register additional shares of Common Stock under the Purchase Agreement II with Fusion Capital.

NOTE 14 - RISKS AND UNCERTAINTIES

Marketability of the product is dependent, among other things, upon securing additional capital to successfully complete the clinical testing of the product, securing FDA approval, and procurement of viable patents.

F-21

NOTE 15 - QUARTERLY FINANCIAL DATA - (Unaudited)

The following quarterly financial data are unaudited, but in the opinion of management include all necessary adjustments for a fair presentation of the interim results.

		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter		Total
Year ended December 31, 2007
Government Research Grants	$	-	$	-	$	-	$	205,000	$	205,000
Sales		-		408,811		68,773		553,619		1,031,203
Gross Profit		-		120,976		48,672		328,204		497,852
Income from operations		1,580,626		(1,231,963)		(132,648)		(3,116,823)		(3,025,998)
Net income (loss)		1,580,626		(1,231,963)		(132,648)		(3,116,823)		(3,025,998)
Basic and diluted earnings (loss)
per share	$	.06	$	(.05)	$	(.00)	$	(.12)	$	(.12)
		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter		Total
Year ended December 31, 2006
Government Research Grants	$	21,793	$	-	$	10,586	$	-	$	32,379
Income from operations		(1,193,558)		(2,257,555)		(1,774,588)		(2,347,045)		(7,572,746)
Net income (loss)		(1,193,558)		(2,257,555)		(1,774,588)		(2,347,045)		(7,572,746)
Basic and diluted earnings (loss)
per share	$	(.05)	$	(.10)	$	(.08)	$	(.11)	$	(.34)
NOTE 16 - SUBSEQUENT EVENTS (Unaudited)

On March 20, 2008, the Company amended its bylaws to state that there will be nine (9) directors on the Company’s Board of Directors due to the passing of Dr. Erasto Saldi, a board member. At the time of Dr. Saldi’s passing, he was not serving on any of the Company’s committees.

On March 17, 2008, Samaritan acquired the rights from Italian Abiogen Pharma to distribute and sell the specialty pharmaceutical Abioklad (Disodium Clodronate) in Greece, Cyprus, and Turkey.

On March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Erwinase(R) in Greece and Cyprus. Erwinase(R) is an approved FDA prescription product and is owned by EUSA Pharma. and marketed by EUSA Pharma, in the U.S.

During the first quarter of 2008, the Company borrowed an aggregate of $129,500 on a short-term basis pursuant to the terms of promissory notes from the Company and in favor of the Lender (the "Notes"). Proceeds from each of the loans funded the Company's continuing operating expenses, ongoing expenses, legal and accounting fees, as well as for working capital and other contingencies. Under the terms of the Notes issued by the Company to the Lender, the Company will: (i) pay interest to the Lender at a rate of 16% per annum and ii) 100% warrant coverage. The principal and interest due on the Notes are due on demand. The Notes will be repaid from proceeds of any subsequent financing arrangement to which the Company becomes a party or from the cash flow from the Company's operations. The prior notes of $300,000 that the Company borrowed in 2007, were renegotiated to match the terms of notes issued during the first quarter of 2008.< /FONT>

On February 13, 2008, Samaritan Pharmaceuticals and Samaritan Therapeutics, a Montreal research and development biotech company, minority owned by Samaritan Pharmaceuticals, announced Dr. Wolfgang Renz, as President of Samaritan Therapeutics to accelerate Samaritan Therapeutics’ innovative drug pipeline forward with Health Canada, Canada’s FDA equivalent. Dr. Renz has over eleven years of experience in the pharmaceutical industry including working with multinational CRO and public pharmaceutical companies. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference.

F-22

On February 5, 2008, the Company announced that it had received its first tender purchase order of Morphine Sulfate and Pethidine from the Institute of Pharmaceutical Research and Technology (IFET). Heavily regulated Morphine and Pethidine is only available through the Greek Ministry of Health. Samaritan submitted Morphine Sulfate and Pethidine through the tender process to the Greek Ministry of Health to receive its first order. The drugs were purchased through the Ministry's subsidiary IFET who performs the mission of importing drugs to Greece that are not normally available for various reasons.

On January 24, 2008, the Company announced that it has entered into an agreement with CHDI Foundation, Inc. CHDI is a nonprofit organization pursuing the discovery and development of drugs to delay or slow the progression of Huntington's disease (HD), an inherited disorder that causes programmed degeneration of brain cells. Per the agreement, Samaritan will grant CHDI an 18-month non-exclusive license to evaluate the usefulness of six of Samaritan's Alzheimer's drugs, SP-233, Sp-sc4, Sp-sc7, Sp-04, Sp-04m, and Sp-08, as possible therapeutics for HD. CHDI will pay for the cost of this evaluation and Samaritan will retain all rights in its compounds. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference.

On January 7, 2008, the Company announced that it has appointed two new independent members, Jacinto L. Ayala and Robert W. Crane, to its Board of Directors. Mr. Ayala has more than thirty years of health care experience as an accomplished executive of managed care companies and hospitals with clinical trial experience. Robert W. Crane is the founder of Retirement Planning Consultants, Inc., a strategic planning advisory services company to help people and companies protect their financial assets.

F-23

EX-3.2

Exhibit 3.2

BYLAWS
OF

SAMARITAN PHARMACEUTICALS, INC.

RESTATED AS LAST AMENDED

MARCH 20, 2008

ARTICLE I

OFFICES

Section 1. Principal Office.

The principal office of the Corporation shall be in the State of Nevada.

Section 2. Other Offices.

     The Corporation may also have offices in such other places, both within and without the State of Nevada, as may be designated from time to time by the Board of Directors, where any and all business of the Corporation may be transacted, and where meetings of the stockholders and of the Directors may be held with the same effect as though done or held at said principal office.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Annual Meetings.

     Annual meetings of the stockholders shall be held at the office of the Corporation or at such other place, within or without the State of Nevada, as shall be designated by the Board of Directors.

Section 2. Date of Annual Meetings; Election of Directors.

     Annual meetings of the stockholders shall be held at such time and date as the Board of Directors shall determine. At each such annual meeting, the stockholders of the Corporation shall elect a Board of Directors and transact such other business as has properly been brought before the meeting in accordance with Section 12 of this Article II.

Section 3. Special Meetings.

     Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, by the Articles of Incorporation or by these Bylaws, may be called by the Chairman of the Board, the Board of Directors, or by the president and not otherwise, except as provided in the following sentence. If the Corporation shall have failed to hold its annual meeting of stockholders for a period of 18 months from the last preceding annual meeting at which directors were elected or if such annual meeting shall have been held but directors shall not have been elected at such annual meeting, a special meeting of the stockholders shall be called by the president or secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request from stockholders shall be directed to the Chairman of the Board, the president, the vice president or the secretary.

     To be in proper written form, a stockholder's notice must set forth (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the election of directors and any material interest of such stockholder in such election and (iv) a representation that such stockholder intends to appear in person or by proxy at such special meeting to vote on the election of directors at such meeting. The business transacted at such special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Section 4. Notices of Meetings.

     Notices of meetings of the stockholders shall be in writing and signed by the president, a vice president, the secretary, an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place where, it is to be held. A copy of such notice shall be either delivered personally or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to the stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. If no such address appears on the books of the Corporation and a stockholder has given no address for the purpose of notice, then notice shall be deemed to have been given to such stockholder if it is published at least once in a newspaper of general circulation in the county in which the principal executive office of the Corporation is located. An affidavit of the mailing or publication of any such notice shall be prima facie evidence of the giving of such notice.

     Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. If any notice addressed to the stockholder at the address of such stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that it is unable to deliver the notice to the stockholder at such address, all future notices shall be deemed to have been duly given to such stockholder, without further mailing, if the same shall be available for the stockholder upon written demand of the stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice to all other stockholders.

Section 5. Quorum.

     The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by the statutes of Nevada or by the Articles of Incorporation. Regardless of whether or not a quorum is present or represented at any annual or special meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present in person or represented by proxy, provided that when any stockholders' meeting is adjourned for more than forty-five (45) days, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 6. Vote Required.

     When a quorum is present or represented at any meeting, the holders of a majority of the stock present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes of Nevada, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7. Voting of Shares.

     Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to vote at a meeting of shareholders. Brokerage firms may vote on behalf of their clients if no voting instructions have been furnished by such clients within 10 days of the meeting.

Section 8. Conduct of Meetings.

     Subject to the requirements of the statutes of Nevada, and the express provisions of the Articles of Incorporation and these Bylaws, all annual and special meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any annual or special meeting of stockholders shall be designated by the Board of Directors and, in the absence of any such designation, shall be the president of the Corporation.

Section 9. Proxies.

     At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until (i) an instrument revoking it or duly executed proxy bearing a later date is filed with the secretary of the Corporation or, (ii) the person executing the proxy attends such meeting and votes the shares subject to the proxy, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the Corporation before the vote pursuant thereto is counted. At no time shall any proxy be valid which shall be filed less than ten (10) hours before the commencement of the meeting.

Section 10.

Action by Written Consent.

     Any action, except election of directors, which may be taken by a vote of the stockholders at a meeting, may be taken without a meeting and without notice if authorized by the written consent of stockholders holding at least ninety percent (90%) of the voting power.

Section 11.

Inspectors of Election.

     In advance of any meeting of stockholders, the Board of Directors may appoint inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, then, unless other persons are appointed by the Board of Directors prior to the meeting, the chairman of any such meeting may, and on the request of any stockholder or a stockholder proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall not exceed three.

     The duties of such inspectors shall include: (a) determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (b) receiving votes, ballots or consents; (c) hearing and determining all challenges and questions in any way arising in connection with the right to vote; (d) counting and tabulating all votes or consents and determining the result; and (e) taking such other action as may be proper to conduct the election or vote with fairness to all stockholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

Section 12.

Action at Meetings of Stockholders.

     No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 12 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 12.

     In addition to any other applicable requirements, for business properly to be brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Chairman of the Board, if any, the President, or the Secretary of the Corporation.

     To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the 5:00 o'clock, p.m., Las Vegas, Nevada time on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

     No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 12, provided, however, that, once business has been brought properly before the annual meeting in accordance with such procedures, nothing in this Section 12 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not brought properly before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not brought properly before the meeting and such business shall not be transacted.

ARTICLE III

DIRECTORS

Section 1. Number of Directors.

     The exact number of directors that shall constitute the authorized number of members of the Board shall be nine (9), all of whom shall be at least 18 years of age. The authorized number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3) by resolution of the directors of the Corporation amending this section of the Bylaws in compliance with Article VIII, Section 2 of these Bylaws. Directors to be divided into three "classes," each of which would be elected for staggered terms of three years after an initial transition period. Except as provided in Section 2 of this Article III, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies.

     Vacancies, including those caused by (i) the death, removal, or resignation of directors, (ii) the failure of stockholders to elect directors at any annual meeting, and (iii) an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the Board, effective at a future date, the acceptance of such resignation shall not be necessary to make it effective. The Board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors. No director or directors of this Corporation shall be removed from office except upon the affirmative vote of stockholders owning not less than eighty (80) percent of the issued and outstanding capital stock entitled to voting power.

Section 3. Authority.

     The business of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 4. Meetings.

     The Board of Directors of the Corporation may hold meetings, both regular and special, at such place, either within or without the State of Nevada, which has been designated by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the office of the Corporation in the City of Las Vegas, State of Nevada.

Section 5. First Meeting.

     The first meeting of the newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute a meeting, provided a quorum shall be present.

Section 6. Regular Meetings.

     Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 7. Special Meetings.

     Special meetings of the Board of Directors may be called by the Chairman of the Board, or the president and shall be called by the president or secretary at the written request of two directors. Notice of the time and place of special meetings shall be given within 30 days to each director (a) personally or by telephone, telegraph, facsimile or electronic means, in each case at least twenty four (24) hours prior to the holding of the meeting, or (b) by mail, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation (or, if it is not so shown on such records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held) at least three (3) days prior to the holding of the meeting. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Any notice, waiver of notice or consent to holding a meeting shall state the time, date and place of the meeting but need not specify the purpose of the meeting.

Section 8. Quorum.

     Presence in person of a majority of the Board of Directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present and voting at any meeting, at which a quorum is then present, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the statutes of Nevada or by the Articles of Incorporation. A meeting at which a quorum is initially present shall not continue to transact business in the absence of a quorum.

Section 9. Action by Written Consent.

     Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all members of the Board. Such written consent shall be filed with the minutes of proceedings of the Board of Directors.

Section 10.

Telephonic Meetings.

     Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to the preceding sentence constitutes presence in person at such meeting.

Section 11.

Adjournment.

     A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn any meeting of the directors to another time, date and place. If any meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time, date and place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of adjournment. If any meeting is adjourned for less than twenty-four (24) hours, notice of any adjournment shall be given to absent directors, prior to the time of the adjourned meeting, unless the time, date and place is fixed at the meeting adjourned.

Section 12.

Committees.

     The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees of the Board of Directors. Such committee or committees shall have such name or names, shall have such duties and shall exercise such powers as may be determined from time to time by the Board of Directors.

Section 13.

Committee Minutes.

     The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 14.

Compensation of Directors.

     The directors shall receive such compensation for their services as directors, reimbursement for expenses of attendance at meetings, and such additional compensation for their services as members of any committees of the Board of Directors, as may be authorized by the Board of Directors. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary in any other capacity and receiving compensation for such service.

Section 15.

Mandatory Retirement of Directors.

     Notwithstanding anything to the contrary in these Bylaws, a director shall not serve beyond, and shall automatically retire at, the close of the first meeting of the Board of Directors held during the month in which such director shall become age 70; provided, however, that any person who was a director on December 6, 2000 and who was age 65 or older on such date may serve until, but shall automatically retire at, the close of the first meeting of the Board of Directors held during the month in which such director shall become age 76. If no meeting of the Board of Directors is held during such month, the director shall automatically retire as of the last day of such month. The Board of Directors, however, may waive the provisions of this Section as to any director in its discretion by majority vote of the remaining directors in office.

ARTICLE IV

OFFICERS

Section 1. Principal Officers.

     The officers of the Corporation shall be elected by the Board of Directors and shall be a president, a secretary and a treasurer. A resident agent for the Corporation in the State of Nevada shall be designated by the Board of Directors. Any person may hold two or more offices. No officer need be a stockholder.

Section 2. Other Officers.

     The Board of Directors may also elect one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents, as it shall deem necessary.

Section 3. Qualification and Removal.

     The officers of the Corporation mentioned in Section 1 of this Article IV shall hold office until their successors are elected and qualify. Any such officer and any other officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.

Section 4. Resignation.

     Any officer may resign at any time by giving written notice to the Corporation, without prejudice, however, to the rights, if any, of the Corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Powers and Duties; Execution of Contracts.

     Officers of this Corporation shall have such powers and duties as may be determined by the Board of Directors. Unless otherwise specified by the Board of Directors, the president shall be the chief executive officer of the Corporation. Contracts and other instruments in the normal course of business may be executed on behalf of the Corporation by the president or any vice president of the Corporation, or any other person authorized by resolution of the Board of Directors.

ARTICLE V

STOCK AND STOCKHOLDERS

Section 1. Certificates of Stock.

     Shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under the Nevada Revised Statues. Each stockholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall bear the Corporation seal and shall be signed by the Chairman of the Board of the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by corporation officers may be facsimiles if the certificate is manually countersigned by an authorized person on behalf of a transfer agent or registrar other than the Corporation or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

Section 2. Facsimile Signatures.

     Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers of the Corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, before such certificates shall have been delivered by the Corporation, such certificates may nevertheless be issued as though the person or persons who signed such certificates, had not ceased to be an officer of the Corporation.

Section 3. Lost Certificates.

     The Board of Directors may direct a new stock certificate to be issued in place of any certificate alleged to have been lost or destroyed, and may require the making of an affidavit of that fact by the person claiming the stock certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent, require the owner of the lost or destroyed certificate to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4. Transfer of Stock.

     Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed for transfer, it shall be the duty of the Corporation to issue a new certificate, cancel the old certificate and record the transaction upon its books.

Section 5. Record Date.

     The directors may fix a date not more than sixty (60) days prior to the holding of any meeting as the date as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting. If no record date is fixed by the Board of Directors (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the sixtieth (60th) day preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given; and (c) the record date for determining stockholders for any other purpose shall be the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such action, whichever is later. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

Section 6. Registered Stock.

     The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the statutes of Nevada.

Section 7. Dividends.

     In the event a dividend is declared, the stock transfer books will not be closed but a record date will be fixed by the Board of Directors and only shareholders of record on that date shall be entitled to the dividend.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnity of Directors, Officers and Agents.

     The Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise or by reason of actions alleged to have been taken or omitted in such capacity or in any other capacity while serving as a director or officer. The indemnification of directors and officers by the Corporation shall be to the fullest extent authorized or permitted by applicable law, as such law exists or may hereafter be amended (but only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to the amendment). The indemnification of directors and officers shall be against all loss, liability and expense (including attorneys fees, costs, damages, judgments, fines, amounts paid in settlement and ERISA excise taxes or penalties) actually and reasonably incurred by or on behalf of a director or officer in connection with such action, suit or proceeding, including any appeals; provided, however, that with respect to any action, suit or proceeding initiated by a director or officer, the Corporation shall indemnify such director or officer only if the action, suit or proceeding was authorized by the board of directors of the Corporation, except with respect to a suit for the enforcement of rights to indemnification or advancement of expenses in accordance with Section 3 hereof.

Section 2. Expenses.

     The expenses of directors and officers incurred as a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative shall be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding; provided, however, that if applicable law so requires, the advance payment of expenses shall be made only upon receipt by the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts as advanced in the event that it is ultimately determined by a final decision, order or decree of a court of competent jurisdiction that the director or officer is not entitled to be indemnified for such expenses under this Article VI.

Section 3. Enforcement.

     Any director or officer may enforce his or her rights to indemnification or advance payments for expenses in a suit brought against the Corporation if his or her request for indemnification or advance payments for expenses is wholly or partially refused by the Corporation or if there is no determination with respect to such request within 60 days from receipt by the Corporation of a written notice from the director or officer for such a determination. If a director or officer is successful in establishing in a suit his or her entitlement to receive or recover an advancement of expenses or a right to indemnification, in whole or in part, he or she shall also be indemnified by the Corporation for costs and expenses incurred in such suit. It shall be a defense to any such suit (other than a suit brought to enforce a claim for the advancement of expenses under Section 2 of this Article VI where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law. Neither the failure of the Corporation to have made a determination prior to the commencement of such suit that indemnification of the director or officer is proper in the circumstances because the director or officer has met the applicable standard of conduct nor a determination by the Corporation that the director or officer has not met such applicable standard of conduct shall be a defense to the suit or create a presumption that the director or officer has not met the applicable standard of conduct. In a suit brought by a director or officer to enforce a right under this Section 3 or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that a director or officer is not entitled to be indemnified or is not entitled to an advancement of expenses under this Section 3 or otherwise, shall be on the Corporation.

Section 4. Non-exclusivity.

     The right to indemnification and to the payment of expenses as they are incurred and in advance of the final disposition of the action, suit or proceeding shall not be exclusive of any other right to which a person may be entitled under these articles of incorporation or any bylaw, agreement, statute, vote of stockholders or disinterested directors or otherwise. The right to indemnification under Section 1 hereof shall continue for a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, next of kin, executors, administrators and legal representatives.

Section 5. Settlement.

     The Corporation shall not be obligated to reimburse the amount of any settlement unless it has agreed to such settlement. If any person shall unreasonably fail to enter into a settlement of any action, suit or proceeding within the scope of Section 1 hereof, offered or assented to by the opposing party or parties and which is acceptable to the Corporation, then, notwithstanding any other provision of this Article VI, the indemnification obligation of the Corporation in connection with such action, suit or proceeding shall be limited to the total of the amount at which settlement could have been made and the expenses incurred by such person prior to the time the settlement could reasonably have been effected.

Section 6. Purchase of Insurance.

     The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 7. Conditions.

     The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or to any director, officer, employee or agent of any of its subsidiaries to the fullest extent of the provisions of this Article VI subject to the imposition of any conditions or limitations as the Board of Directors may deem necessary or appropriate.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Exercise of Rights.

     All rights incident to any and all shares of another Corporation or corporations standing in the name of this Corporation may be exercised by such officer, agent or proxyholder as the Board of Directors may designate. In the absence of such designation, such rights may be exercised by the Chairman of the Board or the president of this Corporation, or by any other person authorized to do so by the Chairman of the Board or the president of this Corporation. Except as provided below, shares of this Corporation owned by any subsidiary of this Corporation shall not be entitled to vote on any matter. Shares of this Corporation held by this Corporation in a fiduciary capacity and shares of this Corporation held in a fiduciary capacity by any subsidiary of this Corporation, shall not be entitled to vote on any matter, except to the extent that the settler or beneficial owner possesses and exercises a right to vote or to give this Corporation or such subsidiary binding instructions as to how to vote such shares. Solely for purposes of Section 1 of this Article VII, a "subsidiary" of this Corporation shall mean a Corporation, shares of which possessing more than fifty percent (50%) of the power to vote for the election of directors at the time determination of such voting power is made, are owned directly, or indirectly through one or more subsidiaries, by this Corporation.

Section 2. Interpretation.

     Unless the context of a Section of these Bylaws otherwise requires, the terms used in these Bylaws shall have the meanings provided in, and these Bylaws shall be construed in accordance with the Nevada statutes relating to private corporations, as found in Chapter 78 of the Nevada Revised Statutes or any subsequent statute.

ARTICLE VIII

AMENDMENTS

Section 1. Stockholder Amendments.

     Bylaws may be adopted, amended or repealed by the affirmative vote of more than eighty percent (80%) of the outstanding voting shares of this Corporation.

Section 2. Amendments by Board of Directors.

     Subject to the right of stockholders as provided in Section 1 of this Article VIII, Bylaws may be adopted, amended or repealed by the Board of Directors.

ARTICLE IX

"ACQUISITION OF CONTROLLING INTEREST" PROVISIONS OF THE NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY”

     On and after February 16, 1998, the provisions of Section 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to the Corporation.

EX-10.21

     Exhibit 10.21

DATED September 6th 2007

(1) EUSA PHARMA (EUROPE) LIMITED

- and –

(2) Samaritan Pharmaceuticals Europe S.A

________________________________________

EXCLUSIVE DISTRIBUTION AGREEMENT

________________________________________

THIS AGREEMENT is made 6th day of September 2007
BETWEEN:(1) EUSA PHARMA (EUPROPE) LIMITED a company incorporated under the laws of England
and having its principle office at The Magdalen Centre, Oxford Science Park, Oxford OX4 4GA (“EUSA”); and
(2)	Samaritan Pharmaceuticals Europe S.A having its principal place of business at 11 Filopappou Street,
	11741, Athens, Greece (“the Distributor”).
WHEREAS:
The Distributor desires to and has agreed to act as distributor of EUSA for sale of the Product in the Territory (as
herein defined) on the terms set out below and EUSA is willing to supply the Distributor with the Product for resale
in the Territory.
THE PARTIES HEREBY AGREE as follows:
1.	Definitions and Interpretation
1.1.	In this Agreement unless the context requires otherwise the following words and phrases shall have the
	respective adjacent meanings:
	“Affiliate”	in respect of either party any company which at the relevant time
		directly or indirectly owns or controls or is directly or indirectly
		owned or controlled by or in common control with such party to
		the extent of more than 50% of its shares having the right to vote at
a General Meeting;
	“Commencement Date”	the date of execution of this Agreement;
	“Force Majeure”	any cause preventing or hindering the performance of this
		Agreement arising from or attributable to acts, events or
		circumstances beyond the reasonable control of the party affected
		including but not limited to epidemic of disease, Act of God,
		shortage of materials, war, labour disputes, accidents, fire,
		breakdown of machinery, acts of government or other legal
		authority, riot or civil commotion and whether ejusdem generis to
		the above causes or not;
	“Intellectual Property”	any patent, copyright, design right, registered design, trade mark
		(registered or unregistered) or other industrial or intellectual
		property right subsisting in the Territory in respect of the Product
		and applications for any of the foregoing;
	“Marketing Authorisation”	such marketing authorisations and/or licences as are necessary to
		enable the Distributor to distribute and sell the Product in the
		Territory;
	“Minimum Sale Quantity”	the quantities of the Product that the parties have agreed shall be
		the minimum quantity to be purchased that year as specified in
		Schedule 1;
	“Product”	The pharmaceutical products specified in Schedule 1 subject to
		such additions and deletions thereto as may from time to time be
		made in accordance with this Agreement or otherwise by mutual
		agreement;

2

		“Quarter”		a period of three consecutive months commencing on 1 January, 1
				April, 1 July and 1 October in each year during the term of this
				Agreement;
		“Regulatory Authority”		all such governmental bodies or agencies that are responsible for
				granting the Marketing Authorisations required in the Territory;
		“Restricted Information”		any information oral, visual or written which (i) is disclosed to the
				Distributor by EUSA pursuant to in contemplation of or other ways
				in connection with this Agreement; or (ii) comes to the attention of
				the Distributor and relates to the Product or the business of EUSA
				or any Affiliate of EUSA (whether or not such information is
				expressly stated to be confidential or marked as such);
		“Specification”		the specification of the Product as described in the Marketing
				Authorisation (registered with the Regulatory Authority) and as
				varied in accordance with the terms of this Agreement and so as to
				comply with the requirements of the Regulatory Authority from
				time to time;
		“Territory”		Greece, Cyprus
		“Trade Mark”		the trade mark(s) identified in Schedule 3 hereof.
1.2		Reference in this Agreement to a person shall be deemed to include any legal entity whether it be an
		individual, partnership, company, unincorporated organisation, or any Government or agency thereof.
1.3		Where the context admits reference in this Agreement to the singular shall include the plural and vice
		versa and reference to the masculine shall include the feminine and vice versa.
1.4		The headings in this Agreement are for ease of reference only and shall not affect its interpretation.
2	.	Appointment of Distributor
2.1		Subject to the terms and conditions of this Agreement EUSA hereby appoints the Distributor as its
		exclusive distributor for the resale of the Product in the Territory and the Distributor hereby agrees to act
		in that capacity subject to the terms and conditions of this Agreement.
2.2		EUSA shall not during the continuance of this Agreement appoint any other person to act as EUSA’s
		distributor for the Product in the Territory.
2.3		The Distributor shall not obtain supplies of the Product for resale in the Territory during the currency of
		this Agreement except from EUSA.
2.4		The Distributor shall not sell or authorise the sale of Product to:
		2.4.1	any person in the Territory where the Distributor knows or has reason to believe that the
			Product will be resold in any country which is outside the Territory; or
		2.4.2	any person outside the Territory.
2.5		If Distributor receives a request from a customer located outside the Territory for supply of the Product
		Distributor shall forward it to EUSA.
2.6		Nothing in this Agreement shall entitle the Distributor to any right or remedy against EUSA if the Product
		is sold in the Territory by any person outside the Territory other than EUSA or any person or company
		authorised by EUSA. EUSA shall use its reasonable endeavours as permissible by law to prevent such a
		sale.

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2.7		The Distributor shall be entitled to describe itself as an "Authorised Distributor" of EUSA for the Product
		in the Territory but shall not hold itself out as EUSA's agent for sales of the Product or otherwise as being
		entitled to bind EUSA in any way.
2.8		The Distributor shall not sell the Product through a sales agent or a sub-distributor without the express
		prior written permission of EUSA. Notwithstanding any such permission granted by EUSA the Distributor
		shall be and remain responsible in all respects for the acts and omissions of any sales agent or sub-
		distributor and those acts and omissions shall for the purposes of this Agreement be deemed the acts and
		omissions of the Distributor.
2.9		The appointment of the Distributor, the acceptance of forecasts and orders for the Product, the supply of
		the Product to the Distributor and the resale and distribution thereof by the Distributor shall at all times be
		conditional on the requisite Marketing Authorisation being in force in the Territory.
3	.	The Product
3.1		EUSA shall not be under any obligation to manufacture or to continue the manufacture of the Product and
		may at any time make such alteration to the Specification as it thinks fit and/or as may be required by the
		Regulatory Authority including changes in design, production or packaging of the Product or to withdraw
		the Product.
3.2		EUSA shall use all reasonable efforts to supply the Products to the Distributor in accordance with the
		forecasts supplied by the Distributor pursuant to this Clause.
3.3		Not later than 14 days following the Commencement Date the Distributor shall submit to EUSA a
		forecast of its requirements of the Products for the remainder of the Quarter in which such date falls and
		for the next three succeeding Quarters. Thereafter the Distributor shall submit to EUSA not later than
		12 weeks prior to the commencement of each Quarter a revised forecast for the next four succeeding
		Quarters.
3.4		The forecasts submitted by the Distributor pursuant to Clause 3.3 above are estimates of the Products to be
		supplied to the Distributor hereunder and no such forecast shall be binding upon either EUSA or the
		Distributor until such time as a written order has been submitted by the Distributor for the supply of
		Products which has been accepted by EUSA in writing. Notwithstanding the foregoing the Distributor
		undertakes to place orders with EUSA in each Quarter for a quantity of the Products which is within the
		range of plus or minus 10% of the latest forecast of those quantities as submitted by the Distributor 12
		weeks prior to the commencement of that Quarter and undertakes that the quantity of the Products
		purchased each year shall not be less than the relevant Minimum Sale Quantity. EUSA shall use its
		reasonable endeavours to supply the Minimum Sale Quantity of the Products to the Distributor.
3.5		In the event that Distributor fails to achieve the Minimum Sale Quantity in any calendar year as stated in
		Schedule 1 then EUSA shall be entitled to terminate the contract with three (3) months notice.
4	.	Price and Payment
4.1		The Distributor shall pay to EUSA the sum of ___________________ on 2008 and a further sum of on ________ 2009 in lieu of a licensing fee. In addition, Distributor shall pay EUSA a one off payment of upon achieving of in-market sales in a timeframe of twelve consecutive months.
4.2		The prices of the Products shall be the prices specified in Schedule 1 hereof which shall be subject to
		amendment by agreement between the parties at any time after the period of one (1) year from the
		Commencement Date.
4.3		In the event that the parties fail to agree upon the price following negotiations on each anniversary of this
		Agreement under Clause 4.1, this Agreement shall be terminated with not less that three (3) months' written
		notice by either EUSA or the Distributor whether or not the initial period of five (5) years and seven (7)
		months has expired.

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4.4		In the event that this Agreement is terminated in accordance with Clause 4.2, the price during the period of notice shall remain the same as it was prior to notice being given to terminate this Agreement.
4.5		EUSA shall be entitled to invoice the Distributor at any time after the Products have been delivered.
4.6		Payment shall be due and payable within sixty (60) days of the date of EUSA's invoice.
4.7		Should any amount not be paid by the Distributor on or before the due date for payment the Distributor shall pay to EUSA (in addition to the amount not paid) interest on such amount unpaid at the rate of above the base rate from time to time of the Barclays Bank Plc and such interest shall be calculated and payable in respect of the period from thirty (30) days after the date of the invoice for such amount until the date payment in full is received by EUSA.
5	.	Supply and Delivery
5.1		Unless otherwise agreed in writing between the parties EUSA shall make all reasonable efforts to deliver the Products within twelve (12) weeks of the date of the relevant order being placed by the Distributor and accepted by EUSA.
5.2		The Products will be supplied Ex-Works (Carriage and Insurance Paid as defined in Incoterms 1990) from EUSA’s designated premises in Europe.
5.4		On arrival of each consignment of the Products at the designated premises the Distributor shall promptly store the Products in accordance with Good Manufacturing Practice as required or approved by the Regulatory Authority in the Territory and with EUSA’ standards. The Distributor shall distribute the stock in a manner which will ensure that all Products reach customers in perfect condition taking into account the period as notified by EUSA during which the Products will remain stable.
6	.	Retention of Title and Risk
6.1		Risk in each consignment of the Product supplied by EUSA to the Distributor under the terms of this Agreement shall pass to the Distributor upon delivery in accordance with Clause 5.2.
6.2		Product shall become the sole and absolute property of Distributor both in law and in equity upon the delivery of the Product in accordance with Clause 5.2. Payment terms in accordance with Clause 4.6 shall be effective as of the day of delivery of the Product from EUSA to Distributor in accordance with Clause 5.2. Failure to make payment in accordance with Clause 4.6 shall entitle EUSA to claim interest on outstanding balances in accordance with Clause 4.7, further EUSA shall have the right to terminate if full outstanding payment has not been received as cleared funds within 30 calendar days of the due date.
7	.	Marketing of the Product
7.1		The Distributor shall be entitled to resell the Product to its customers at such prices as it may determine, subject to all applicable price controls imposed by governmental authorities in the Territory.
7.2		In connection with the promotion and marketing of the Product the Distributor shall:
		7.2.1	make clear in all dealings with customers, prospective customers and other persons that it is acting as Distributor of the Product and not as an agent of EUSA;
		7.2.2	provide EUSA each month with reports in such form as EUSA may reasonably require of sales of the Product by the Distributor (made in the preceding month and since the last report) and containing such other information as EUSA may reasonably require;
		7.2.3	from time to time consult with EUSA's representatives for the purpose of assessing the state of the market in the Territory and permit them to inspect any premises and/or documents used by the Distributor in connection with the sale of the Product;

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	7.2.4	be responsible for producing at its own cost supplies of all materials necessary for the marketing and promotion of the Product in the Territory and at the request of EUSA provide copies of such sales aids, including catalogues, sales brochures and sales manuals, as relate to the Product;
	7.2.5	use in relation to the Product only such advertising, promotional and selling materials as are approved in writing by EUSA and provide EUSA with any information which is necessary in order to enable EUSA to fulfil each order and to comply with all labelling marketing and other applicable requirements in the Territory;
	7.2.6	provide EUSA with copies of its up-to- date price list for the Product;
	7.2.7	in respect of each of the Products, observe and comply with EUSA’s procedures for Adverse Reaction Reporting and provision of medical information as detailed in a safety data exchange agreement to be agreed between the parties within 90 days of the Commencement Date;
	7.2.8	The Distributor shall in accordance with EUSA's product recall procedure as supplied to the Distributor carry out a recall of the Product whenever so directed or requested by the Regulatory Authority or other governmental authority in the Territory. In the absence of any such direction or request the Distributor shall only carry out a recall of the Product when so requested by EUSA. The cost of any recall of Product shall be borne by EUSA in the following circumstances but not otherwise:
		(i) in the circumstances specified in Clause 14.2; and
		(ii) in circumstances where the recall is carried out at the request of EUSA and not at the direction or request of the Regulatory Authority or other governmental authority in the Territory.
		(iii) in all other circumstances the cost shall be borne by the Distributor.
7.3	The Distributor shall not:
	7.3.1	pledge the credit of EUSA in any way;
	7.3.2	engage in any conduct which in the opinion of EUSA is prejudicial to EUSA's business or the marketing of the Product; or
	7.3.3	be concerned or interested in the manufacture, sale, promotion, marketing or importation into the Territory of any goods which may compete with the Products.
7.4	The Distributor shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the Territory, or their delivery to the Distributor, and the Distributor shall be responsible for any and all customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Products.
7.5	The Distributor warrants to EUSA that it has informed EUSA of all laws and regulations affecting the manufacture, sale, packaging and labelling of Products which are in force within the Territory or any part of it (Local Regulations) at the date of this agreement.
7.6	The Distributor shall give EUSA as much advance notice as reasonably possible of any prospective changes in the Local Regulations.
7.7	On receipt of notification from the Distributor under clause7.6, EUSA shall endeavour to ensure that the Products comply with any change in the Local Regulations by the date of implementation of that change or as soon as is reasonably possible thereafter.

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7.8		The Distributor shall adhere to all commercial obligations detailed in Schedule 2 with regard to the standards required of the business relationship between EUSA and Distributor. EUSA will have the right to terminate with three (3) months notice if after issuing a written warning for non-compliance to any of the standards Distributor does not remedy the fault within thirty (30) days.
8	.	Packaging of the Product
8.1		The Product will be supplied in EUSA's packaging and livery. The packaging and all package inserts will be in either Greek or English language.
9	.	Regulatory Responsibilities
9.1		The Distributor acknowledges that the Marketing Authorisations have been issued in the name of and are held by EUSA.
9.2		Distributor shall be exclusively responsible for the Registration of the Product in the Territory, including the payment of all the costs resulting from the Registration. After the signature of the Distribution Agreement, EUSA shall submit a letter before the competent health authorities in the Territory to designate the Distributor as distributor of the Product in the Territory. Thereafter, Distributor will be financially responsible for all future variations necessary to the registration file, with the exception of those variations requested by EUSA and not under the control of Distributor or the competent health authorities. Should any variations be necessary, EUSA will act as an advisor to Distributor in order to ensure timely approval of such variations.
9.3		The Distributor shall advise EUSA on pricing submission activities and both parties will endeavour to achieve the best price possible. EUSA, with the assistance of Distributor shall draft necessary pricing documentation and the Distributor shall submit on behalf of EUSA this required pricing documentation to the authorities relevant to the authorities and maintain regular lines of contact with the authorities to ensure the requested price is approved within 60 days.
9.4		The Distributor may progress at its own cost Phase IV trial work provided that it is in accordance with EUSA’s corporate strategy and approved in advance by EUSA.
10	.	Intellectual Property
10.1		EUSA hereby authorises the Distributor to use the Trade Marks of EUSA in the Territory on or in relation to the Product for the purpose only of exercising its rights and performing its obligations under this Agreement provided that the Distributor shall ensure that each reference to and use of any of the Trade Marks is in a manner from time to time approved by EUSA and where appropriate is accompanied by an acknowledgement, in a form approved by EUSA, that the same is a registered trademark of EUSA.
10.2		Save as provided herein above, the Distributor shall not:
		10.2.1	make any modification to the Product or it’s packaging;
		10.2.2	alter, obscure, remove or tamper with any trade marks, markings, numbers, labels, indication of the source of origin, or other means of identification used on or in relation to the Product;
		10.2.3	use the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of EUSA therein;
		10.2.4	use in relation to the Product any trade marks other than the Trade Marks without obtaining the written consent of EUSA; or
		10.2.5	use or make any application for registration in the Territory of any trade marks or trade names so resembling any trade mark or trade name of EUSA as to be likely to cause confusion or deception.

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10.3		The Distributor shall promptly and fully notify EUSA of any actual, threatened or suspected infringement
		in the Territory of any of the Intellectual Property which comes to the Distributor's notice, and of any claim
		by any third party so coming to its notice that the importation of the Product into the Territory, or the sale
		therein infringes any right of any other person, and the Distributor shall at the request and expense of
		EUSA do all such things as may be reasonably required to assist EUSA in taking all proceedings in
		relation to any such infringement or claim.
10.4		The Distributor hereby acknowledges that it shall not acquire any rights in respect of any trade names or
		trade marks of EUSA (including but not limited to the Trade Marks) or of the goodwill associated
		therewith and that all such rights and goodwill are, and shall remain, vested in EUSA. The Distributor will
		not alter, obscure, remove, conceal or otherwise interfere with any markings, names, labels or other
		indications of the source of origin of the Products which may be placed by EUSA on the Products.
10.5		The Distributor shall at the expense of EUSA take such steps as EUSA may reasonably require to assist
		EUSA in maintaining the validity and enforceability of the Intellectual Property and the Distributor will not
		do or allow or authorise anyone to do any act which would or might invalidate or be inconsistent with the
		Intellectual Property and shall not omit or allow or authorise anyone to omit to do any act which, by its
		omission, would have that effect or character.
10.6		Other than as is necessary for the proper performance of this Agreement by the Distributor, no licence,
		express or implied, is granted by this Agreement by EUSA under any of the Intellectual Property rights
		including those of its Affiliates.
11	.	Restricted Information
11.1		Except as provided in Clause 11.2 and 11.3 each party shall at all times during the continuance of this
		Agreement and for ten (10) years after its termination;
		11.1.1	use its best endeavours to keep all Restricted Information disclosed to it by the other party
			confidential and accordingly not disclose any Restricted Information to any other person; and
		11.1.2	not use any Restricted Information disclosed to it by the other party for any purpose other than the
			performance of its obligations under this Agreement.
11.2		Any Restricted Information may be disclosed by the party receiving such information (the “Receiving
		Party”) to:
		11.2.1	any purchasers of the Product;
		11.2.2	the Regulatory Authority or other governmental authority in the Territory; and
		11.2.3	any employees of the Receiving Party or of any of the aforementioned persons
		and subject in every case only to the extent necessary for the purposes contemplated in this Agreement or
		as is required by law and subject in each case to the Receiving Party using its best endeavours to ensure
		that the person in question keeps the same confidential and does not use the same except for the purpose
		for which the disclosure is made.
11.3		Restricted Information may be used by the Receiving Party for any purpose or disclosed to the extent only
		that:
		11.3.1	it is at the date hereof or hereafter becomes public knowledge through no act or omission of the
			Distributor its agents or employees (provided that in doing so the Distributor shall not disclose
			any Restricted Information which is not public knowledge); or
		11.3.2	it can be shown by the Distributor, to the reasonable satisfaction of EUSA, to have been known to
			the Distributor prior to its being disclosed by EUSA to the Distributor; or

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		11.3.3	it can be shown by the Distributor that Restricted Information was obtained from third parties
			who lawfully acquired such information without restrictions as to its use or dissemination.
12	.	Force Majeure
12.1		Neither party shall be under any liability to the other for failure or delay in the performance of any
		obligation hereunder or part thereof (other than obligations to pay money) to the extent and for the period
		that such performance is prevented by reason of Force Majeure provided that the party claiming the benefit
		of this Clause gives written notice of the Force Majeure to the other.
12.2		Either party shall be entitled to terminate this Agreement forthwith by giving written notice to the other. If
		the performance of this Agreement shall be hindered or prevented for a period exceeding six (6) months
		due to an event of Force Majeure affecting either party which cannot be removed or abated.
13	.	Term of Agreement
13.1		This Agreement shall take effect on the Commencement Date and subject to termination in accordance
		with all other relevant provisions hereof and subject to the withdrawal of any of the Products by EUSA in
		accordance with Clause 3 shall continue in force for an initial period of five (5) years from and seven (7)
		months the Commencement Date and thereafter shall continue from year to year unless terminated by one
		of the parties giving to the other not less that three (3) months written notice of termination. Such notice
		can be given at any time to expire at the end of the initial period of five (5) years and seven (7) months or
		upon any subsequent anniversary thereof.
14	.	Warranty, Indemnity and Insurance by EUSA
14.1		EUSA warrants that:
		14.1.1	all quantities of the Product supplied to the Distributor hereunder shall at the time of delivery
			conform to the applicable specifications in the relevant Marketing Authorisations and shall pass
			the National Institute of Health Assay in the Territory; and
		14.1.2	EUSA's quality control procedures shall have been carried out prior to delivery of the Product to
			the Distributor and certificates of analysis and protocols of production and testing relevant to
			each batch of Product delivered shall be supplied with the Product at the time of delivery.
14.2		If notwithstanding the above any of the Product supplied by EUSA is released for distribution and is
		subsequently found to be faulty or defective, where the fault or defect arises from an act or omission on
		EUSA's part, then EUSA shall indemnify the Distributor against all the costs of replacement of such faulty
		or defective Product and the recall or destruction of such faulty or defective Product and the parties shall
		give to each other all reasonable assistance with the recall by providing each other with all relevant
		information available to each of them respectively.
14.3		EUSA shall indemnify the Distributor against legal liability to third parties in respect of all actions,
		proceedings, costs, claims, damages, demands, expenses, losses and liabilities in relation to death of or
		personal injury to human beings to the extent that the same arises from:
		14.3.1	the negligence of EUSA; or
		14.3.2	the failure by EUSA to supply the Product in accordance with the provisions of Clause 14.1
			hereof.
		Provided that it shall be a condition of EUSA being liable under the foregoing indemnity that;
		(i)	the Distributor shall promptly notify EUSA of any claim made against it in relation to such
			matters; and

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		(ii)	the Distributor shall not accept any compromise or settlement or take any other material steps in
			relation to the subject of such claim without the prior approval of EUSA and its insurers in
			writing; and
		(iii)	the Distributor shall co-operate fully with and give every reasonable assistance to EUSA or its
			insurers in the investigation and handling of any claim; and
		(iv)	the Distributor shall take all reasonable steps to mitigate any loss in relation to any claim made
			against EUSA hereunder.
14.4		Except for the warranties set forth herein as expressly provided in this Clause 14, EUSA makes no
		representations or warranties of any kind, express, implied or otherwise. EUSA specifically disclaims
		and Distributor hereby expressly waives:-
		14.4.1	any express or implied warranty of merchantability or fitness for a particular purpose with
			respect to the Product whether used alone or in connection with other substances or materials;
			or
		14.4.2	any liability with respect to any Product which:
			14.4.2.1	has been tampered with or in any way altered or modified other than labelling or
				packaging, other than by EUSA; or,
			14.4.2.2	has been subject to misuse, negligence or accident other than by EUSA; or
			14.4.2.3	has been stored, handled, maintained or used in a manner contrary to regulatory
				requirements or EUSA’s instructions; or
			14.4.2.4	has exceeded its stated expiry date.
		and the warranty set forth in Clause 14.1 above shall not apply to any such Product.
14.5		No agent, employee or representative of EUSA has any authority to bind EUSA to any affirmation,
		representation or warranty except as stated in this Agreement.
14.6		Notwithstanding anything to the contrary in this Agreement EUSA and its Affiliates shall not, except as
		provided in Clause 14.3 above, be liable to the Distributor by reason of any representation or implied
		warranty, condition or other term or any duty of common law, or under the express terms of this
		Agreement for any consequential loss or damage (whether for loss of profit or otherwise and whether
		occasioned by the negligence of EUSA or its employees or agents or otherwise) arising out of or in
		connection with any act or omission of EUSA relating to the manufacture or supply of the Product or their
		resale.
14.7		EUSA will at its own cost maintain throughout the period of this Agreement and for a period of not less
		than five (5) years following its termination insurance cover indemnifying EUSA against such of its
		liabilities arising under the foregoing indemnities as are insurable.
15	.	Warranty, Indemnity and Insurance by Distributor
15.1		The Distributor warrants that it will:
		15.1.1	comply with all laws and regulations in the Territory pertaining to the sale and marketing of
			the Product; and
		15.1.2	ensure that all labelling and packaging pertaining to the Product complies with all laws and
			regulations in the Territory; and
		15.1.3	sell the Product only for applications set forth in the Marketing Authorisation.

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15.2		The Distributor hereby indemnifies EUSA and its Affiliates and shall keep them indemnified from and
		against all loss, damage, liability or expense suffered or incurred by EUSA and arising from the breach of
		this Agreement by the Distributor or from the Distributor's negligence including but not limited to:
		15.2.1	any act, omission, neglect or default of the Distributor's agents and employees;
		15.2.2	any claim brought by any third party against EUSA arising out of any breach by the Distributor of
			any of its obligations under this Agreement or arising from the supply of the Product or the
			conduct of the Distributor.
15.3		The Distributor will at its own cost maintain throughout the period of this Agreement and for a period of
		not less than five (5) years following its termination, insurance cover indemnifying the Distributor against
		such of its liabilities arising under the foregoing indemnities as are insurable. Such cover shall be in terms
		reasonably acceptable to EUSA and shall be in the joint names of EUSA and the Distributor. The
		Distributor shall also effect at its own cost such insurance as may be required by governmental or statutory
		authorities in the Territory.
15.4		The Distributor will provide EUSA with a broker's or insurer's certificate confirming such insurance cover
		is in place together with confirmation of receipt of payment of the premiums. Such certificate will be
		provided on or before the date hereof and at such times as EUSA may reasonably request.
16	.	Notices
16.1		Any notice given under or in connection with this Agreement shall be in writing and left at or sent by pre-
		paid first class post or the equivalent in the Territory or facsimile transmission to the address of the other
		party specified below or such other address as that party may from time to time specify in accordance with
		this Clause. If sent by first class post a notice shall be deemed to have been delivered when in the normal
		course of the post it would have been delivered and if sent by facsimile a notice shall be deemed to have
		been received within twelve hours of transmission as evidenced by the message confirmation generated by
		the facsimile machine provided that a facsimile is followed within three days by a hard copy of the notice.
16.2		Neither party shall be entitled to assign any of its rights or duties under this Agreement without the prior
		written consent of the other which consent shall not be unreasonably withheld.
17	.	Termination
17.1		In addition to all other rights of termination specified herein either party shall be entitled to terminate this
		Agreement by notice to the other party having immediate effect if:
		17.1.1	that other party commits any breach of any of the provisions of this Agreement and in the case of
			a breach capable of remedy that other party fails to remedy the breach within 30 days of receipt of
			a notice giving particulars of the breach and requiring it to be remedied;
		17.1.2	an encumbrancer takes possession of or a receiver or administrative receiver or manager or
			administrator is appointed over all or any part of any property or assets of the Distributor or takes
			or suffers any similar action in consequence of debt;
		17.1.3	that other party makes any voluntary arrangement with its creditors or becomes subject to an
			administrative order or a similar event in any jurisdiction; or
		17.1.4	that other party goes into liquidation other than a voluntary liquidation for the purpose of
			amalgamation or reconstruction of its business or otherwise ceases or threatens to cease to carry
			on business.
17.2		The right to terminate this Agreement given by this Clause shall be without prejudice to any other right or
		remedy of the other party in respect of the breach concerned.

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17.3		EUSA shall be entitled to terminate this Agreement by giving not less than 30 days' written notice to the
		Distributor if there is at any time a material change in the management, ownership or control of the
		Distributor.
17.4		EUSA shall be entitled to terminate this Agreement with twelve (12) months written notice (reducing to six
		(6) months after four (4) years from the Commencement Date) upon the initiation of an EUSA affiliate,
		subsidiary or branch, including a joint venture in the Territory. In the event termination occurs under this
		clause 17.4 within five (5) years and 7 months from the Commencement Date, the parties will negotiate in
		good faith the reimbursement of a proportion of the fee paid by the Distributor under Clause 4.1.
18	.	Consequences of Termination
18.1		Upon the expiry or other termination or as the context admits notice of termination of this Agreement for
		any reason:
		18.1.1	the Distributor shall within 30 days send to EUSA or otherwise dispose of in accordance with the
			directions of EUSA all samples of the Product and all advertising, promotional or sales material
			relating to the Product in the possession or control of the Distributor;
		18.1.2	the Distributor shall cease to promote, market, advertise or solicit customers for or sell the
			Product;
		18.1.3	EUSA shall be entitled to purchase from the Distributor at the invoice price including the cost of
			transportation and insurance all unsold Product then in the possession of the Distributor which it
			desires to purchase, notifying the Distributor of its decision within 30 days of termination based
			on the Distributors last statistical return, and stocks not so purchased may be sold by the
			Distributor within 3 months of termination;
		18.1.4	the Distributor shall have no claim against EUSA for compensation for loss of distribution rights,
			loss of goodwill or any similar loss;
		18.1.5	Clauses 4, 6, 10, 11, 14, 15 and 18 shall continue in full force in accordance with their terms;
		18.1.6	termination shall be without prejudice to the accrued rights, obligations and remedies of the
			parties available at the time of termination;
18.2		If termination is due to the default of the Distributor, outstanding unpaid invoices shall become payable
		immediately instead of on the payment terms otherwise applicable.
19	.	Entire Agreement
19.1		Each party acknowledges that in entering into this Agreement it does not do so on the basis of, and does
		not rely on, any representation warranty or other provision except as expressly provided herein and all
		conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest
		extent permitted by law.
19.2		This Agreement and the provisions of any Schedules hereto constitute the entire agreement between the
		parties and supersede and extinguish all previous communications representations, agreements or
		understandings whether oral or written between the parties with respect to the subject matter hereof.
19.3		Any amendments or variations to the terms of this Agreement must be agreed in writing and signed by both
		parties.
20	.	Agency
20.1		Nothing contained in this Agreement shall or be deemed to constitute a partnership nor a relationship of
		principal and agent nor a joint venture between the parties and neither party shall bind nor conduct itself in
		a manner to suggest it has authority to bind the other in any way except as expressly permitted in this
		Agreement.

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21	.	Governing Law and Jurisdiction
21.1		This Agreement is governed by and shall be construed in accordance with the laws of England and the
		parties hereby submit to the jurisdiction of the English Courts.
22	.	Waiver
22.1		Amendment or waiver of any provision of this Agreement must be made in writing and agreed to in writing
		by a duly authorised representative of each party.
22.2		The failure on the part of either party to exercise or enforce any right conferred upon it hereunder shall not
		be deemed to be a waiver of any such right or operate to bar the exercise of enforcement thereof at any
		time or times thereafter.
22.3		If any provision of this Agreement is held by any court or other competent authority to be void or
		unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions and the
		remainder of the affected provision.
IN WITNESS whereof this Agreement has been executed by the duly authorised representatives of the parties the
day and year first above written.
Signed for and on behalf of
EUSA PHARMA (EUROPE) LIMITED by:
Signed for and on behalf of
Samaritan Pharmaceuticals Europe S.A by:
SCHEDULE 1
Rapydan
Erwinase
Kidrolase

13

EX-10.22

Exhibit 10.22

LICENSE AND SUPPLY AGREEMENT

This Agreement is made as of the 23^rd of November 2007 by ABIOGEN PHARMA SPA, a corporation organized and existing under the Laws of Italy and having its principal offices at Via Meucci 36, 56014 Ospedaletto Pisa Italy, represented by the Managing Director, Dr. Massimo Di Martino (hereinafter called "ABIOGEN"), and

Samaritan Pharmaceuticals Ireland Inc. Limited a corporation organised and existing pursuant to the Laws of Ireland, located at Daneswalle Business Park, Monksland, Athlone, Country Roscommon, Ireland represented by Dr. Christos Dakas, Managing Director Europe, (hereinafter called "SAMARITAN").

WITNESSETH

WHEREAS ABIOGEN has rights on a pharmaceutical PRODUCT (as hereinafter defined) whose active ingredient is named Clodronate for use in the treatment of Tumoral Osteolysis.

AND WHEREAS ABIOGEN is the lawful holder of the Know-how (as hereinafter defined) related to such PRODUCT;

AND WHEREAS SAMARITAN desires to license in, market and distribute the PRODUCT (as hereinafter defined) directly or through an AFFILIATE (as hereinafter defined) as pharmaceutical speciality in the Territory (as hereinafter defined), and to have a right to do so; Now, therefore, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

The following terms as used hereinafter in this Agreement shall have the meaning set forth in this Article:

1.1	"PRODUCT shall mean those pharmaceutical compositions or formulations, containing the
	SUBSTANCE as sole active ingredient, listed in Appendix A, finished in a dosage form, for human
	use, under the Trademark, provided that, for greater certainty, “PRODUCT” does not include the
	Intrarticular formulation developped by Abiogen.
1.2	“SUBSTANCE” shall mean the compound identified by the generic name DISODIUM
	CLODRONATE.
1.3	"REGISTRATIONS" shall mean the governmental approvals and/or authorizations which are
	required under laws and regulations to sell the PRODUCT in each country of the Territory.
1.4	"TRADEMARK" shall mean a trademark registered in the Territory in the name of ABIOGEN, or a
	trademark registered in the name of SAMARITAN and which, after being approved by ABIOGEN,
	will be assigned, free of any charge, to ABIOGEN, before commercialization of the PRODUCT by
	SAMARITAN in the Territory.

1.5	"TERRITORY" shall mean Greece, Cyprus and Turkey.
1.6	"NET SALES" shall mean the gross sales of the PRODUCT (value added taxes excluded) less: (i)
	trade discounts and rebates, (ii) returns and allowances including promotional allowances, not to
	exceed of gross sales, actually credited to third parties and (iii) sales and excise taxes and other
	taxes paid (other than income taxes), which are levied or borne on sales price of the PRODUCT;.
1.7	"ABIOGEN" shall mean ABIOGEN and shall also include any company controlling, controlled by
	or under common control with ABIOGEN which has been appointed by ABIOGEN to perform, on its
	behalf, any of its obligations arising out of this Agreement and which will be responsible for the
	fulfilment thereof provided that ABIOGEN retains its responsibility for performance of such
	obligations.
1.8	“KNOW-HOW" shall mean all technical information, documents, data, trade secrets and information
	relating to the PRODUCT, as described in Article 1.1, and which is necessary or useful for the filing,
	prosecuting and obtaining and maintaining of the Registrations and for the marketing, use,
	distribution and sale of the PRODUCT in each country of the Territory in accordance with the terms
	of this Agreement.
1.9	“DOSSIER” shall mean the available documentation supplied by ABIOGEN to SAMARITAN
	necessary for the filing by the Regulatory authority (as hereinafter defined) in order to obtain the
	marketing authorization in each country of the Territory.
1.10	“REGULATORY AUTHORITY” means the Greek, the Cypriot and the Turkish and\or any
	provincial government ministry, department or agency, the regulatory body or other person
	responsible in the territory of Greece, Cyprus and Turkey in question for issuing licences and\or for
	enacting, monitoring and\or forcing the applicable laws or related to the sale of pharmaceutical
	PRODUCT in such market or jurisdiction.
1.11	“cGMP” means the current Good Manufacturing Practices of the EU (as in effect from time to
	time).
1.12	“SAMARITAN” shall mean SAMARITAN and shall also include its “AFFILIATES”, that is any
	company which is controlling, controlled by or under common control with SAMARITAN and which
	has been appointed by SAMARITAN to perform, on its behalf, any of its obligations arising out of
	this Agreement and which will be responsible together with SAMARITAN for the fulfilment thereof.
	ARTICLE 2
	GRANTS
2.1	For the term of this Agreement ABIOGEN grants to SAMARITAN, and SAMARITAN hereby
	accepts, subject to the conditions and limitations stated hereinbelow, a non-assignable exclusive
	licence to use the Know-How and the Dossier to register and to market, distribute and sell the
	PRODUCT under the Trademark in each country of the Territory.
2.2	Licence rights granted under article 2.1 above do not automatically include new formulations of the
	PRODUCT developed by ABIOGEN.

2

2.3 SAMARITAN undertakes to sell the PRODUCT only as a pharmaceutical speciality, on its finished
dosage form. SAMARITAN shall refrain from:
(i) bringing any alteration or modification to any data contained in the Dossier; or
(ii) using any part of the Dossier or any other data upon the PRODUCT for any other purpose than for
obtaining the authorization for the sale of the PRODUCT in each country of the Territory or performing any
of its obligation under this Agreement; or
(iii) assigning, transferring or selling the Licence to any third party.
2.4 This Agreement grants SAMARITAN a licence for the sole and only purpose of registration, marketing,
distributing and selling the PRODUCT in each country of the Territory. SAMARITAN will not have any
right to use the PRODUCT and/or the Know-how for other purposes.
2.5 Within thirty (30) days of the execution of this Agreement, ABIOGEN shall deliver to SAMARITAN
the Dossier currently in its possession or under its control and which is useful for the purposes of
marketing the PRODUCT and shall thereafter promptly deliver to SAMARITAN any additional
information and documentation which comes into its possession or under its control relating to the
PRODUCT which will aid, assist or facilitate the marketing of the PRODUCT in each country of the
Territory.
ARTICLE 3
CONFIDENTIALITY
3.1 SAMARITAN acknowledges the confidential nature of the Know-how and unless required by law or
legal process, SAMARITAN undertakes not to reveal to any third parties (other than Regulatory
Authorities in furtherance of the intent and implementation of this Agreement) and to consider and
treat as confidential all data and information communicated to it by ABIOGEN, as well as all data
and information generated by SAMARITAN according to Article 2.4, for the term of this Agreement
and ten (10) years thereafter, and to oblige all its personnel having access to the said data and
information to act in a similar manner. The foregoing obligation shall not apply to:
(a)	data which at the time of disclosure is in the public domain,
(b)	data which after disclosure become part of the public domain by publication or otherwise,
	except by breach of this Agreement by SAMARITAN,
(c)	data which SAMARITAN can establish by competent proof were in SAMARITAN's
	possession at the time of disclosure by ABIOGEN and were not acquired directly or indirectly
	from ABIOGEN.,
(d)	Information that is required to be disclosed under law or by order of a court of competent
	jurisdiction, provided, however, that ABIOGEN is granted due advance notice of such a
	requirement and the information so required is identified in order to be able to contest the
	same and then only to the minimum extent of disclosure so required.
The provisions of this Article 3.1 shall survive the expiration or termination of this Agreement.

3

ARTICLE 4

REGISTRATION

4.1.            ABIOGEN agrees to, after execution of this Agreement, execute or cause to have executed all 

             documents reasonably requested by SAMARITAN, and at SAMARITAN’s expense, as required to 

             permit to SAMARITAN to obtain the Registration for the PRODUCT in each country of the Territory 

             under the name of SAMARITAN. If the documents requested by SAMARITAN include additional 

             studies to be performed by ABIOGEN, ABIOGEN is entitled to evaluate the feasibility of such 

             additional studies and to decide to perform them or not. Should ABIOGEN decide to perform the 

             additional studies requested by SAMARITAN the costs for such studies will be on SAMARITAN’s 

             account. In case ABIOGEN decides not to perform such additional studies the parties will meet in 

             good faith in order to find an amicable solution. SAMARITAN shall diligently take all steps as 

             required to have said Registration approved by the Health Authorities in each country of the Territory 

             on or before _______________ . SAMARITAN undertakes to maintain at its own expense all 

             Registrations held by SAMARITAN hereunder and to bear all expenses and costs involved to any 

             additional information and/or activities required by the Health Authorities in each country of the 

             Territory. 

 4.2.           In the event that, due to negligence or failure of SAMARITAN, SAMARITAN will not obtain such 

             Registration within the term established in article 4.1., ABIOGEN has the right to terminate this 

             Agreement, by giving a written notice thereof to SAMARITAN which notice of termination shall be 

             immediately effective upon receipt by SAMARITAN. 

             Within twenty (20) working days from the receipt of the DOSSIER, SAMARITAN will examine the 

             DOSSIER supplied by ABIOGEN. Should the DOSSIER be not conformable with the standard 

             requirements of the Health Authorities SAMARITAN will notify ABIOGEN of such non-conformity 

             and ABIOGEN will refund SAMARITAN of the instalment paid by SAMARITAN upon signature of 

             this Agreement. 

             After the filing, if the application for registration is rejected either party is entitled to terminate this 

             Agreement with one month written notice. In this case ABIOGEN will be entitled to withhold the 

             instalment paid by SAMARITAN upon the signature of this Agreement. 

4

4.3.      SAMARITAN shall use reasonable commercial efforts to launch the PRODUCT within three (3)
months from the date of the price approval by the authorities. In the event that SAMARITAN does
not launch the PRODUCT in each country of the Territory within the time period herein
contemplated, ABIOGEN may, prior to the launch, terminate this Agreement by giving a written
notice thereof to SAMARITAN, which notice of termination shall be immediately effective upon
receipt by SAMARITAN: in this case ABIOGEN will be entitled to withold the instalment paid by
SAMARITAN upon the signature of this Agreement and SAMARITAN shall transfer free of charge
to ABIOGEN, or to a third party designated by ABIOGEN, the Registration relating to the
PRODUCT in each country of the Territory within thirty (30) days from ABIOGEN’s request.
SAMARITAN may terminate this Agreement prior to launch by notice in writing to ABIOGEN if
SAMARITAN is unable to launch by the date herein contemplated as a result of the failure of
ABIOGEN to provide SAMARITAN with any required data or information: in this event
SAMARITAN shall transfer to ABIOGEN, or to a third party designated by ABIOGEN, the
Registration relating to the PRODUCT in each country of the Territory within thirty (30) days from
ABIOGEN’s request, at ABIOGEN’s expense. In such a case SAMARITAN will have the only right
to receive back the instalment paid by SAMARITAN upon the signature of this Agreement, other
rights being excluded.
4.4.      All activity to be carried out by SAMARITAN to obtain and/or maintain the Registrations and/or to
satisfy the requirements of the Regulatory Authorities in each country of the Territory as herein
contemplated shall be conducted in strict accordance with the requirements of the applicable
Regulatory Authority. No act which could adversely affect the Registrations and no clinical trial for
whatever purpose may be commenced, undertaken or carried out by SAMARITAN.
4.5. During the terms of this Agreement ABIOGEN agrees to give SAMARITAN and its personnel such
reasonable support, co-operation and information regarding the Registration of the PRODUCT as
SAMARITAN may reasonable request from time to time, being understood what is stated in Article
4.1 above.
ARTICLE 5
TRADEMARK
5.1     SAMARITAN shall sell the PRODUCT under the Trademark which is and shall remain of Abiogen’s
property. During the term of this Agreement ABIOGEN grants to SAMARITAN a royalty-free non-
assignable license to use the Trademark in each country of the Territory for the commercialization of
the PRODUCT in each country of the Territory.
ARTICLE 6
PROMOTION AND MARKETING
6.1 Promotion
(a)	SAMARITAN will use reasonable commercial efforts to promote and sell the PRODUCT in
	the Territory. All expenses of marketing, particularly those of promotion and advertising of
	the PRODUCT in each country of the Territory, shall be borne by SAMARITAN

5

(b)	SAMARITAN shall send to ABIOGEN, not later than sixty (30) days after signature of this
	Agreement, a sales budget and a promotional plan for the commercialization of the
	PRODUCT. Subsequently, SAMARITAN shall send to ABIOGEN, during the term of this
	Agreement a yearly sales budget and promotional plan, within the month of November of each
	year.
(c)	The PRODUCT shall be promoted strictly in accordance with the scientific profile,
	therapeutic indications, governmental approved data sheet and promotional guidelines and
	requirements for post-marketing surveillance which, in any case, have been previously
	approved in writing by ABIOGEN. In all respect, as for clinical work, SAMARITAN will
	proceed in close co-operation with ABIOGEN, in order most efficiently to ensure consumer
	protection, serving public health interest and complying with the requirements of the health
	authorities in each country of the Territory. SAMARITAN agrees and undertakes that some
	of its representatives and/or employees shall participate at SAMARITAN expenses to a
	training course at ABIOGEN’s facilities in order to improve their knowledge about the
	PRODUCT and the methods of marketing of the PRODUCT anywhere in each country of the
	Territory.
(d)	All promotional materials, including sales aids and advertisements relating to the PRODUCT,
	shall be submitted by mail and by fax for ABIOGEN’s approval prior to their use, that will be
	considered as automatically given if ABIOGEN does not oppose to it in a maximum term of
	ten (10) working days from the date of receipt .
(e)	SAMARITAN agrees that it will not solicit customers for the PRODUCT outside the
	Territory, nor establish any branch or maintain any depot for the distribution of the
	PRODUCT outside each country of the Territory.
(f)	Sales: SAMARITAN shall send to ABIOGEN at the end of January, April, August and
	October in each calendar year specific information about the following items relating to the
	previous calendar quarter, where available:
(g)	Monthly sales, in units and in values of the PRODUCT and its competitors in the same
	therapeutic group and in other relevant therapeutic groups.
(h)	Moving annual total and year to date sales.
6.2.   Competitive Specialities: SAMARITAN agrees that, during the term of this Agreement, it will not
market, directly or indirectly, in each country of the Territory, any PRODUCT containing clodronate
or any other bisphosphonate for the same therapeutic indications of the PRODUCT, nor other
PRODUCT with oral administration in therapeutic class M5B having the same therapeutic indications
of the PRODUCT.

6

6.3.	Adverse drug reaction: Both parties will exchange adverse drug reactions and safety information
	reports in a manner and time frame that will allow compliance with regulatory reporting and ongoing
	safety review of the PRODUCT. The parties shall agree upon standard operating procedures in a
	separate pharmacovigilence and safety procedure document which will ensure the reporting of these
	events to regulatory authorities and to each other before starting any clinical trials and/or before
	marketing of the PRODUCT commences under terms of this Agreement, as well as compliance with
	any other regulatory requirement regarding the safety of the PRODUCT. In any event, it shall be
	assured that ABIOGEN will centralize all information related to adverse drug reactions and safety
	information on a world wide basis in the global safety data base. Each of SAMARITAN and
	ABIOGEN shall immediately inform the other of any new information and/or findings concerning
	side effects, toxicity or safety of the PRODUCT which come to its attention during the term of this
	Agreement. All information referring to toxicological and/or adverse side-effects related to the
	PRODUCT shall be centralized by ABIOGEN.
6.4.	PRODUCT recall: In the event that SAMARITAN shall be required to initiate a recall, PRODUCT
	withdrawal or field correction of any PRODUCT (a “Recall”), SAMARITAN shall notify ABIOGEN
	and ABIOGEN shall fully co-operate with SAMARITAN in notifying SAMARITAN’s customers to
	return all PRODUCT and shall follow any other instructions provided by SAMARITAN. In the
	event that ABIOGEN believes that a Recall may be necessary and\or appropriate, prior to taking any
	action ABIOGEN shall immediately notify SAMARITAN and ABIOGEN and SAMARITAN co-
	operate with each other in determining the necessity and nature of the action to be taken. With
	respect to any Recall, SAMARITAN shall be responsible for co-ordinating all necessary activities in
	connection with such Recall and ABIOGEN and SAMARITAN shall each co-operate with the other
	in recalling the affected PRODUCT. In the event that a Recall results solely from any cause or event
	arising from the manufacture, testing, storage, handling, packaging or labelling of the PRODUCT by
	ABIOGEN or those for whom it is responsible or any other cause or event attributable to ABIOGEN
	or those for whom it is responsible, ABIOGEN shall be responsible for all expenses of such Recall.
	In the event that a Recall results solely from any cause or event arising from the transportation,
	receiving, storage, handling, marketing or distribution of the PRODUCT by SAMARITAN or any
	other cause or event attributable to SAMARITAN or those for whom it is responsible, SAMARITAN
	shall be responsible for all expenses of such Recall. In all other cases the parties shall share the
	expenses of the Recall equally and each party shall reimburse the other for fifty percent (50%) of any
	expenses of Recall incurred by such other party. Recall expenses shall include, but not be limited to,
	the expenses of notification, destruction or return of Recalled PRODUCT and SAMARITAN and
	ABIOGEN’s reasonable out-of-pocket costs in connection with such Recall including, but not limited
	to, reasonable attorney’s fees and expenses and credits and expenses claimed or paid to customers.
	Each party shall use reasonable commercial efforts to minimize the Recall expenses which it incurs
	and shall provide to the other, upon request, reasonable evidence of the out-of-pocket expenses being
	claimed by it. In no case ABIOGEN shall be liable to SAMARITAN for any direct or aindirect loss
	of profit, damages and expenses as a result of a recall except for what provided herein.
6.5.            Minimum purchases: SAMARITAN shall order for delivery during each of the successive twelve-
	month periods immediately following the date of first launch of the PRODUCT (herein referred to as
	"Marketing Year") within the term of this Agreement, the following minimum amounts of
	PRODUCT:

7

	- capsules 400 mg.: at least one batch of capsules for each country of the Territory where one batch is
	formed by 100.000 capsules (hereinafter “batch size”);
	ABIOGEN shall have the right to terminate this Agreement if the above minimum is not respected.
6.6.	SAMARITAN agrees to indemnify, save harmless and compensate ABIOGEN and its officers,
	directors and employees from and against any and all claims, demands, actions, causes of action,
	suits, proceedings, judgments, liabilities, damages, losses, costs, expenses, fines, penalties and other
	similar assessments including, but not limited to, reasonable attorney’s fees and expenses incurred
	and documented relating to or arising out of a breach by SAMARITAN of any of its obligations.
	ARTICLE 7
	SUPPLY
7.1.	In order to ensure the quality of the PRODUCT, SAMARITAN agrees that, during the term of this
	Agreement, it will buy the PRODUCT only from ABIOGEN or from a third party designated by
	ABIOGEN.
7.2.	Obligation to manufacture.
	(a) ABIOGEN will manufacture (or cause to be manufactured) and supply to SAMARITAN, in
	accordance with the terms herein and in a timely fashion, the quantity of the PRODUCT ordered by
	SAMARITAN from time to time. Each PRODUCT supplied by ABIOGEN pursuant hereto shall be
	manufactured in accordance with the following (collectively, the “Manufacturing Requirements):
	(i) the Specifications for the PRODUCT including the purity, potency and physical and chemical
	properties, stability and formulation, (ii) applicable cGMP;
	(b) ABIOGEN warrants that all PRODUCT supplied by it to SAMARITAN pursuant to this
	Agreement shall (i) be manufactured, packaged, tested, stored and handled in accordance with the
	Manufacturing Requirements, (ii) be capable of maintaining its purity, potency and other property
	characteristics contemplated in its Specifications until the expiration date for such PRODUCT, and
	(iii) at the time of delivery of the PRODUCT to the carrier (Ex-Works, ABIOGEN factory) the
	PRODUCT will have a remaining shelf life of at least twenty-four (24) months.
	(c) ABIOGEN will communicate in a reasonable advanced time, during the term of this Agreement,
	any changes to the formulation of the PRODUCT, site of manufacture, methods of manufacture
	(including equipment used in the manufacture), sources of raw materials, sources or nature of
	packaging materials, testing procedures or any other matter relating to the Specifications of the
	PRODUCT as contained in the Dossier.
7.3.	Supply Price: The supply price (the “Supply Price”) of PRODUCT from ABIOGEN to SAMARITAN
	is fixed in Euro currency and such Supply Price shall be intended for goods delivered ex-works
	ABIOGEN factory: shipment and insurance costs shall be covered by SAMARITAN. The Supply
	Price is set out in Appendix B, which constitutes an integral part of this Agreeement.

8

7.4        The payment of each invoice issued by ABIOGEN will be made by SAMARITAN within 30 days
	following the date of the invoice, by bank transfer on the bank account indicated by ABIOGEN. In
	case SAMARITAN delays the payment interest will be due to ABIOGEN according to the Italian
	Law D. Lgs. 9 ottobre 2002 n. 231. In case of a delay longer than fifteen (15) days ABIOGEN will be
	entitled to suspend the supply of the PRODUCT until the payment is made.
7.5.	Before commencement of each calendar quarter (being a three (3) month period ending on March 31,
	June 30, September 30 and December 31) ("Q"), SAMARITAN shall provide ABIOGEN with the
	rolling forecast of its expected requirements of the PRODUCT over the next four (4) calendar
	quarters (Q1 to Q4). The quantities for the first two calendar quarters covered by each rolling forecast
	(Q1 and Q2) will be considered as a firm order and at the time that SAMARITAN delivers such
	forecast it will deliver to ABIOGEN a purchase order for the Specialties consistent with its
	commitments as aforesaid (to the extent not previously delivered).
7.6.	All purchase orders submitted by SAMARITAN shall contemplate the purchase of PRODUCT in
	minimum batch sizes (for each presentation of the PRODUCT) as contemplated above, and shall
	specify, among other things, the required delivery date, which delivery date shall be at least ninety
	(90) days following delivery of the purchase order; provided further that SAMARITAN may not
	request more than one (1) delivery date in any calendar quarter without the prior consent of
	ABIOGEN.
7.7.       The quantities of PRODUCT ordered by SAMARITAN which have been manufactured by or on
	behalf of ABIOGEN in accordance with its manufacturing and quality obligations hereunder shall be
	supplied by ABIOGEN or its designated supplier "Ex-Works" manufacturing plant, and neither
	ABIOGEN nor any of its designated suppliers will have, thereafter, any liability for loss or damage to
	the PRODUCT arising during transit or following receipt by SAMARITAN as a result of any acts or
	omissions by or on behalf of the carrier or SAMARITAN. Transfer of goods will be carried out by
	SAMARITAN.
7.8.        The specifications of the PRODUCT are set forth in the Registrations for the PRODUCT and may
	only be changed by ABIOGEN from time to time. ABIOGEN guarantees that the PRODUCT will
	conform to all specifications set forth in the Dossier.
7.9.        Within thirty (30) days of the receipt of a delivery of a PRODUCT, SAMARITAN shall inspect such
	PRODUCT and shall advise ABIOGEN in writing (with full particulars) if a shipment of the
	PRODUCT is not in conformity with ABIOGEN’s obligations hereunder or is otherwise defective;
	provided, however, that SAMARITAN’s failure to advise ABIOGEN in a timely manner that a
	shipment of the PRODUCT does not conform shall not prejudice SAMARITAN’s right to
	subsequently reject or return such PRODUCT if the defect or other non-conforming condition which
	justifies rejection could not reasonably have been detected by an inspection in accordance with cGMP
	standards. If any PRODUCT is appropriately rejected by SAMARITAN, ABIOGEN shall promptly
	replace such PRODUCT with conforming goods within sixty (60) days. Such replacement
	PRODUCT shall be delivered to SAMARITAN at no cost to SAMARITAN. Alternatively, at
	SAMARITAN’s request, ABIOGEN shall provide to SAMARITAN a credit for the Supply Price
	therefore and all delivery charges and taxes and duties incurred by SAMARITAN to deliver the
	defective PRODUCT from ABIOGEN’s manufacturing facility to SAMARITAN’s designated
	delivery destination in each country of the Territory. SAMARITAN shall, at ABIOGEN's request
	and expense, follow any reasonable instructions to return to ABIOGEN or dispose of any PRODUCT

9

	as aforesaid which are not in compliance with the agreed specifications and are replaced as regulated
	in this Paragraph.
7.10.	If ABIOGEN does not agree with SAMARITAN that the PRODUCT rejected under the provisions of
	this Article fail to conform to the agreed Specifications, the matter will be submitted to an
	independent laboratory agreed between the parties. The decision of such independent laboratory
	following its analysis of the PRODUCT under question shall be final. The cost of the analysis shall
	be borne by the party who was in error.
7.11.	In the event that ABIOGEN is unable to supply the PRODUCT to SAMARITAN for three (3)
	consecutive months, for any reason other than SAMARITAN's fault, ABIOGEN shall immediately
	notify SAMARITAN thereof and both parties will try to identify an alternative source of supply (who
	will be qualified to supply the PRODUCT with the Regulatory Authorities at ABIOGEN’s expense).
7.12	ABIOGEN shall not be responsible for any damages or losses suffered by SAMARITAN resulting from
	the storage, testing, use or sale of PRODUCT, or the use or administration of PRODUCT by or to
	third parties
	ARTICLE 8
	QUALITY CONTROL
8.1.	SAMARITAN shall carefully follow the directions and specifications of ABIOGEN in the analysis,
	handling and storage of the PRODUCT, provided all such directions and specifications are consistent
	with the Dossier and cGMP, and ABIOGEN shall provide to SAMARITAN all reasonable assistance
	in connection therewith as SAMARITAN may reasonably request.
	ARTICLE 9
	COMPENSATION
9.1.	For the right to use the Know How , the Trademark and the Dossier in each country of the Territory
	subject to the conditions of this Agreement, SAMARITAN shall pay to ABIOGEN an up front
	payment of ______________ . This sum shall be paid as follows:
9.2.	With respect to the sales of the PRODUCT in each country of the Territory by SAMARITAN the total
	net compensation payable to ABIOGEN in respect of supplies of the PRODUCT (inclusive of the
	Supply Price) will be of SAMARITAN's Net Sales of the PRODUCT in each country
	of the Territory, as provided by Schedule A.
9.3	At the end of each calendar year, the difference between the agreed percentage according to Article 9.2
	on the Net Sales of the PRODUCT sold during such calendar year and the sums of Supply Price paid or
	payable for the PRODUCT pursuant to Subparagraph 7.3 and utilized in such Net Sales will be
	established and, if the agreed percentage is greater, the amounts corresponding to such difference
	(hereinafter referred to as "Adjustment") will be paid by SAMARITAN. Inventory on hand and not
	utilized in the sales will not be taken into consideration. Calculations will be made by SAMARITAN
	and notified to ABIOGEN within thirty (30) working days following the end of the year and subject to
	ABIOGEN approval. In case the total net compensation results lower than the sums of Supply Prices
	paid or payable by SAMARITAN for the PRODUCT, ABIOGEN shall not be obliged to pay any
	adjustment to SAMARITAN.

10

9.4	The payment of the Adjustment will be carried out by SAMARITAN within thirty (30) working days
	following the end of each calendar year by bank transfer. Each payment shall be accompanied by a
	report in writing showing the period for which said payment is made, the Net Sales of the PRODUCT
	during said period and the amount of the Adjustment accrued thereon. Failure by SAMARITAN to pay
	the due amount at the due time will entitle ABIOGEN to stop the supply of the PRODUCT until the
	payment is made. Adjustment accrued shall be payable to ABIOGEN in Euros and wired to the account
	to be specified by ABIOGEN.
9.5	SAMARITAN shall keep complete and accurate books and records of all sales and calculations upon
	which royalties hereunder accrue and those books and records shall be open for inspection for a period
	of two (2) years from the end of the calendar year in which such sales took place by a certified public
	accountant or private consulting firm selected by ABIOGEN (other than one to whom SAMARITAN
	has reasonable objection) who shall, at ABIOGEN's expense, have access to said records during normal
	business hours, for the purpose of verifying the Adjustment accrued as herein provided. Such
	accountant shall not disclose to ABIOGEN any information relating to the business of SAMARITAN
	including the identity of any customers of SAMARITAN other than to indicate whether and to what
	extent any reporting by SAMARITAN pursuant to Article 9.5 is inaccurate. SAMARITAN shall be
	entitled to require such accountant to execute a reasonable confidentiality agreement prior to providing
	such accountant with access to its books and records.
9.6.	Where required by law, SAMARITAN shall have the right to withhold applicable taxes from any
	payments made by SAMARITAN to ABIOGEN pursuant to this Agreement (whether such obligation
	to withhold arises by reason of a re-categorization by the applicable physical authority of the payments
	made by SAMARITAN to ABIOGEN pursuant hereto or otherwise). However, even if SAMARITAN
	does not withhold taxes from any payment, ABIOGEN remains liable for all such taxes, if the
	applicable taxing authority at a later date determines that such liability does exist. SAMARITAN shall
	promptly provide ABIOGEN with receipts from the appropriate taxing authorities for all payments of
	taxes withheld and paid by SAMARITAN to such authorities on behalf of ABIOGEN as herein
	contemplated.
	ARTICLE 10
	INFORMATIONS AND LITIGATION ABOUT INTELLECTUAL PROPERTY RIGHTS
10.1.	SAMARITAN shall disclose to ABIOGEN all information received by SAMARITAN concerning the
	institution of any opposition, re-examination, reissue, revocation, nullification or any official
	proceeding involving the Trademark and the Know-how anywhere in each country of the Territory.
10.2.	In the event of the institution of any suit by a third party against ABIOGEN (or its Affiliates),
	SAMARITAN or another licensee of ABIOGEN for any infringement involving the manufacture,
	use, sale, distribution or marketing of the PRODUCT, Know-how and Trademark anywhere in each
	country of the Territory, the party sued shall promptly notify the other party in writing.
	SAMARITAN shall have the right to defend any suit brought against it at its own expense (subject to
	indemnification hereunder), but shall, at all times, follow any technical considerations of ABIOGEN.
	ABIOGEN and SAMARITAN shall assist one another and cooperate in any such litigation at the
	request and expense of the requesting party (subject to SAMARITAN’s rights of indemnification and
	reimbursement contemplated below).

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10.3.	In the event that ABIOGEN or SAMARITAN becomes aware of actual or threatened infringement of a
	Trademark in each country the Territory, that party shall promptly notify the other party in writing.
	ABIOGEN shall have the exclusive right but not the obligation to bring, at its own expense, any
	infringement action against any third party. SAMARITAN agrees to assist ABIOGEN and cooperate
	in any such litigation at the request and expense of ABIOGEN.
10.4.	The parties shall keep one another informed of the status of their respective activities regarding any
	litigation or settlement thereof concerning the PRODUCT and/or the Trademark.
	ARTICLE 11
	TERM -TERMINATION
11.1.	Term: This Agreement will take effect from the date of execution and will continue in force until the
	fifth (5th) anniversary of the date of first sale of the last of the PRODUCT’s formulation to be
	launched by SAMARITAN, in each country of the Territory. This Agreement will thereafter be
	automatically extended for subsequent periods of two (2) years, except if either of the parties gives a
	minimum of six (6) months notice prior to the date of expiration of its desire not to extend it. The
	notice of intention not to extend the Agreement can also be given partially with reference to each
	country of the Territory. Neither party shall be entitled to claim any indemnity or compensation from
	the other party as a result of the termination or non-renewal of this Agreement under the provisions of
	this section.
11.2.	Termination:
	a) Each party may terminate this Agreement totally or partially by a registered letter to the other party:
	(i) in case the other party fails to fulfil any of its obligations under this Agreement and does not correct
	such default of obligations within sixty (60) days counting from the day on which a registered letter
	requiring to correct such default of obligations is received by the other party;
	(ii) in the case provided by Article 4.2.
	(b)	ABIOGEN may terminate this Agreement totally or partially at its sole discretion by a
	registered letter to SAMARITAN with immediate effect in the following cases:
		(i)	If SAMARITAN does not register the PRODUCT according to Article 4, or
		(ii)	If SAMARITAN doesn’t launch the PRODUCT according to Article 4.3, or
		(iii)	If SAMARITAN, on its own initiative, ceases to market the PRODUCT in each
			country of the Territory for six consecutive months.
		(iv)	If the control of SAMARITAN, shall become vested into another company or firm,
			or if SAMARITAN merges with any other company.
		(v)	In accordance with the provisions of Article 6.6.;
		(vi)	If SAMARITAN does not fulfill the obligations provided by Articles 2.3.; 3; 4.4.

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(vii)	In case of the bankruptcy or insolvency of SAMARITAN, or in case of the filing by
	SAMARITAN of any petition or answer seeking reorganization, readjustment, or
	rearrangement of its business under any law or any government regulation relating to
	bankruptcy or insolvency, or in case of the institution by SAMARITAN of any
	proceedings for the liquidation or winding up of its business, or for the termination of
	its corporate charter.
11.3. Provisions upon early termination: Upon expiration of the term of this Agreement or early termination
far any reasons mentioned in article 11.2 SAMARITAN undertakes:
(a) to return to ABIOGEN within thirty (30) days all confidential documents and data of any kind
communicated by ABIOGEN which would concern the PRODUCT and the Combination except
those submitted to the applicable health authorities;
(b) to cease marketing the PRODUCT, than SAMARITAN shall 180 days to sell down its inventory
of the PRODUCT, being firm that SAMARITAN shall pay to ABIOGEN the compensation provided
by this Agreement for such sales;
c) to make available to ABIOGEN, free of charge, all data and information relating to the regulatory
approval of PRODUCT, upon being so requested by ABIOGEN in writing;
d) to transfer, and assist to ABIOGEN in taking all necessary action with the competent authorities in
order to transfer to ABIOGEN or its designee, within thirty (30) days from the date of request by
ABIOGEN, any rights, titles, applications, Registration and/or authorizations necessary to sell the
PRODUCT in each country of the Territory, subject to SAMARITAN’s rights under paragraph (b)
above;
e) to interrupt immediately the use of the Trademark, subject to SAMARITAN’s rights under
paragraph (b) above;
f) to consider and treat as strictly confidential and refrain from making use of, during a period of ten
(10) years from the date of termination, any information communicated by ABIOGEN as long as the
same has not been made public;
g) to interrupt immediately the use of the Know-How.
Termination of this Agreement shall be without prejudice to any other rights or remedies the Party
terminating this Agreement may have against the defaulting party arising out of the default in question.
11.4. ABIOGEN shall have the right to receive all payments accrued hereunder prior to the effective date of
termination and, subject to its continuing obligations, to keep all payments previously received.
11.5. Survival: The obligations of the parties set forth in article 3, 6.8., 9.5, 11.3 and 13 hereof shall survive
the expiration or termination of this Agreement.

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ARTICLE 12

GENERAL PROVISION

   12.1.          Independent status of the parties: SAMARITAN and ABIOGEN are independent contractors and 

                 neither shall bind or attempt to bind the other to any contract or obligations outside of the license 

                 agreement. Nothing contained or done under the Agreement shall be interpreted as constituting either 

                 party the agent of the other in any sense of the term whatsoever. 

   12.2.          Substitution: Abiogen may at any time designate, for the benefit or charge of any of the rights or 

                 obligations resulting from this Agreement, any physical person or legal entity. Additionally, 

                 ABIOGEN shall be entitled to, at any time, assign this Agreement to any third party. 

   12.3.          This Agreement may not be, directly or indirectly, assigned or transferred, in whole or in part, by 

                 SAMARITAN, without the written consent of ABIOGEN. 

   12.4.           Compliance with law: Each party shall comply with, and shall not be in violation of any valid 

                 applicable international, national, state or local statutes, laws, ordinances, rules, regulations, or other 

                 governmental orders of each country of the Territory in which the PRODUCT are either 

                 manufactured or sold which affect the research, purchase, sale, shipment, distribution and storage of 

                 the PRODUCT. 

    12.5.          Force majeure: No party shall be responsible for a failure or delay in performance of any of the 

                 obligations hereunder due to force majeure such as wars, insurrections, strikes, acts of God, 

                 Governmental actions or controls or any other contingency beyond the direct control of such party. A 

                 party whose performance of obligations has been delayed by force majeure shall use its best efforts to 

                 overcome the effect of the force majeure as soon as possible. In these cases, the party affected by the 

                 force majeure shall notify immediately to the other party the existence of the force majeure. The other 

                 party will have no right to demand indemnity for damage, provided, however, that if the event of 

                 Force Majeure preventing performance shall continue for more than six (6) months, either party may 

                 terminate this Agreement with a written notice to the other without any liability hereunder, except the 

                 obligation to make payments due to such date. 

   12.6.            Notices and amendments: all notices and communications related to this Agreement shall be hand 

                 delivered, or sent via teIefax, courier or by registered air-mail to the other party at its address 

                 hereinabove given, and immediately confirmed by registered air-mail (when hand-delivered or sent 

                 by fax or courier). 

   12.7.          This Agreement embodies all of the understandings and obligations between the parties concerning the 

                 PRODUCT; any amendments and supplements shall not be valid unless executed in writing by duly 

                 authorized officers of both parties. 

   12.8.          Waiver: The waiver of relief from any breach or non-fulfillment of any term and condition of this 

                 Agreement does not constitute a waiver of any relief from any other breach or non-fulfillment of that 

                 or any other term and condition. 

   12.9.          Severability: in the event any portion of this Agreement shall be held illegal, invalid, void or 

                 ineffective, the remaining portion hereof shall remain in full force and effect. If any of the terms or 

                 provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms 

                 or provisions shall be deemed inoperative to the extent that they may conflict therewith and shall be 

                 deemed to be modified to conform with such statute or rule of law. 

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ARTICLE 13
GOVERNING LAW AND DISPUTE RESOLUTION
13.1	This Agreement shall be governed and construed in accordance with the laws of Switzerland
	applicable therein.
13.2	Any disputes arising with respect to or in connection with this agreement (including the validity,
	invalidity, breach or termination) that the parties cannot solve amicably, shall be resolved by
	arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers
	of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with
	these rules.
	The numbers of arbitrator shall be one.
	The seat of arbitration shall be Geneva.
	The arbitral proceeding shall be conducted in English.
	ARTICLE 14
	ENTIRE AGREEMENT
14.1	This Agreement sets out the entire agreement between ABIOGEN and SAMARITAN relating to its
	subject matter and supersedes all prior oral or written agreements, arrangements or understandings between
	them relating to such subject matter.
	IN WITNESS WHEREOF, the parties have signed this Agreement in duplicate originals by their qualified
	representatives in the dates set forth.
	ABIOGEN PHARMA S.p.A.	SAMARITAN PHARMACEUTICALS IRELAND

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EX-10.23

EXHIBIT 10.23

SUPPLY AND DISTRIBUTION AGREEMENT

1. PARTIES

This Agreement is made between:

Siraeo Ltd having its principal address at 15 Yakinton St Ramat-Poleg 42207 Netanya, Israel (Hereinafter referred to as: "the Company”)

and

Samaritan Pharmaceuticals Ireland Inc. Limited , having its principal address at Daneswell Business Park, Monksland, Athlone, County Roscommon, Ireland (Hereinafter referred to as “the Distributor”)

2. PURPOSE

The purpose of this Agreement is to grant the Distributor the exclusive right to market, sell and distribute the Product within the Territory as defined in Exhibit A and in accordance with the terms and conditions expressed herein.

3. DEFINITIONS

In this Agreement, each time the following terms are used with initial capitals, their meanings shall be as specified hereunder.

- "Affiliated Companies^" shall mean, in relation to a given company, any company which, directly or indirectly, controls, is controlled by or is under control with such company.

- "Batch" and "Lot" shall mean a defined quantity of the Product, which has been produced during a defined cycle of manufacture, and which is identified by a unique production number.

- “Contract Year” shall mean any period of 12 (twelve) consecutive calendar months following the Effective Date, as defined hereunder, or anniversary thereof.

     - “Distribution Record^" shall mean the record sheet detailing every shipment of the Product made by the Distributor to any of its customers including, but not limited to, the customer^'s name, address, batch number, number of units and date of shipment.

- “Effective Date” shall mean the fist day of the month following the month during which the Distributor is granted the "Product License", hereinafter "PL", as hereunder defined.

- “Know How” shall mean any and all secret and confidential, technical, scientific, clinical, pharmacological and marketing information and data pending to the Products, developed and used by the Company and its Affiliated Companies and supplied to the Distributor under this Agreement and possible future additions.

- “Parties” shall mean the Company and the Distributor.

- “Party” shall mean either the Company or the Distributor.

- “PL” shall mean the Product License (or authorization under a physician prescription/named patient program) granted by the competent local medical authorities for allowing the sale and distribution of the Product in file Territory.

- “Price” shall mean the price of the Product as described in Exhibit B.

- “Product” shall mean “Infasurf” a pharmaceutical product containing Calfactant, for the specific medical indication: “prevention and treatment of Respiratory Distress Syndrome in newborns”.

- “Recall Operation” shall mean the operation for recalling the Product if it is suspected or known to be defective.

4. APPOINTMENTS

The Company hereby appoints the Distributor as its exclusive Distributor for the Product in the Territory (as defined in Exhibit A) and Distributor hereby accepts such appointment in accordance with the

5	.		PRODUCE PURCHASE AND SUPPLY COMMITMENTS
		5.1	Distributor and Company agree to the purchase and supply of the following U.S. Dollar Purchase of Product over the initial term of this Agreement per the following Performance Schedule, subject to the terms and conditions herein expressed.
6	.		PRODUCT REGISTRATION
			6.1	The Company will provide a copy of the file provided to the US FDA, for registration purposes in the Territory. This file is to be held in the strictest confidence and is to be used only for rite purpose of registration in the Territory. Distributor will protect this information as it does its own most highly secret information.
			6.2	The Distributor shall expeditiously take all necessary measures in order to obtain and maintain appropriate approvals from the local regulatory authorities, which shall include, but not be limited to an authorization to sell and distribute the Product within the Territory. All costs and expenses associated with obtaining regulatory approval and the necessary permitsto sell the Product in the Territory, including plant inspection if necessary, shall be borne by the Distributor.
			6.3	If the PL has not been obtained within 2 years of the signing of this agreement, the Company will have the right to terminate this agreement. In the event of such termination no monies whatsoever paid by the Distributor to the Company under the terms of this agreement will be refundable.
			6.4	If the Product has not been launched within 30 months of the signing of this agreement, the Company will have the right to terminate this agreement. In the event of such termination no monies whatsoever paid by the Distributor to the Company under the terms of this agreement will be refundable.
			6.5	The Distributor must transfer $_________to the Company if the product has not obtained a valid PL, in within 24 months of the date of signing this agreement.
			6.6	The Distributor must transfer $_________ to the Company if the product has not beenlaunched (where launchisdefined as"placed onthe marketsuchthatitisable to be freely purchased by any person authorized to purchase medicines") in within 24 months of the date of signing this agreement.
			6.7	The Distributor must transfer $_________to the Company 12 months of the date of launch of the product.
			6.8	The Distributor must transfer an additional $_________to the Company within 24 months of the date of launch of the product.
			6.9	The Distributor must transfer an additional $_________to the Company within 36 months of the date of launch of the product.
			6.10	All PL shall be maintained in force by the Distributor. If the PL expires due to failure to renew or to cause attributable to Distributor, the Company shall have the right to terminate the Agreement. In the event of such termination no monies paid under the terms of this agreement will be refundable.
			6.11	If the product is eligible for Orphan drug protection, or data exclusivity, or marketing exclusivity or similar protection in the Territory, the Distributor will at its own expense diligently apply for and maintain those rights in the name of the Company. If this is not possible under local law, then the Distributor will be nominated as the holder of these rights in the Territory. If the contract is terminated for any reason whatsoever, the Distributor undertakes at its own expense to transfer those rights to the Company.

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6.12	The Distributor shall pay all regulatory and governmental registration fees, all the registration maintenance fees and all other fees required for the sale of the Product as promulgated by any local, regional or national governmental authority.
6.13	The Distributor will send the Company two (2) copies of all registration certificates and related documentation, including governmental reimbursement approval, and any other data or documentation from the responsible authorities forthwith upon their issuance, together with an English translation. The distributor specifically agrees to provide the Company with English language copies of all correspondence with the registration authorities as well as any and all government agencies.
6.14	Each party shall furnish the other with information on any observed unexpected side effects, injury, toxicity or sensitivity reaction associated with the clinical use, studies, investigations or tests of the Product in accordance with Exhibit D, which contains a sub-agreement.
6.15	Distributor will register the Product in the Territory at its own cost and will be named as the owner of the PL. Immediately following termination of the Agreement for any cause the Distributor shall, at its own expense, transfer all LP/Marketing and reimbursement approvals to the name of Company or any body named by Company. For the purposes of the removal of doubt, neither ONY Inc. nor Company will be responsible for any costs associated with Product registration or the transfer of the PL, except as outline in paragraph 6.16 below.
6.16	C o m p a n y will pay up to $________in each Territory to defray actual registration fees incurred by Samaritan in transferring the PL to Company (or body designated by Company). This payment will be made within 30 days of Company receiving from Samaritan certified copies of the amended PL in the name of the Company (or designated body).
7.	COMPETITION, REPORTS, FORECASTS, INFORMATION AND INVENTORY
7.1	Obligation Not to Compete
	The Company shall refrain front selling the Product in the Territory and shall not grant nor appoint any other person or entity as Distributor of the Product in the Territory as long as this agreement is in farce and has not been terminated.
	The Distributor shall not manufacture, sell or distribute any other producers far the same indications as Infasurf in the assigned Territory during the term of this agreement and for a period of two years following its expiry or termination for any reason.
	Sub-Distributors maybe appointed with the written consent of Siraeo.
	The Distributor hereby warrants that it shall not, either directly or through any third party, seek customers for the Product outside the Territory, sell and/or export the Product outside the Territory, or establish any branch or maintain any distribution depot outside the Territory without the express written agreement of the Company. Oral permission will not suffice.
7.2	Reports and Agreements
	The Distributor agrees to furnish the company within 30 (thirty) days after each calendar quarter, with a true and accurate report on all sales of the Product in the Territory, as specified herein. The Distributor agrees to also furnish the Company with copies of all agreements, brochures, pamphlets and documents which may relate to the Product, including those developed, produced or used by the Distributor in connection with the sale of the Product.
	At any time upon reasonable request of the Company, Distributor agrees to provide the Company with information, including but not limited to, selling prices, market trends, competitive environment and competitor’s prices, technical or commercial information useful for the adaptation of the Product to market requirements. Distributor agrees to send to the Company a quarterly report on market developments in the Territory and Distributor’s sales progress relating to the Product.

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At any time and upon reasonable request of the Company, Distributor shall permit the Company's representative(s) to accompany Distributor's representative(s) on visits made to customers in order to have the Company better acquainted with the specificity of the market for the Product in the Territory. The Company agrees to send a letter of notice of at least 30 calendar days prior to the visits.

At any time upon reasonable request of The Company, Distributor Shall grant representatives of The Company and/or ONY Inc. reasonable access to areas of their facilities in which Product is or is to be packaged, tested, labeled or stored during the times of such operations for the purpose of confirming the compliance of such operations with Good Manufacturing Practice or the storage instructions accompanying this product.

7.3	Forecasts
	Following PL approval, the Distributor shall submit to the Company each calendar quarter during each calendar year a rolling forecast for the following 4 (four) quarters showing the planned purchase quantities of the Product. The Distributor shall place its firm orders for the Product for the following quarter with the rolling forecast. Before approval by the Company, the Distributor shall submit each month a rolling forecast for the following twelve months connected with firm orders for the Product for the following quarter.
7.4	Information
	The Company shall provide the Distributor with all presently available data, information and documents necessary for the execution of this Agreement, including technical documents and advertising material. The Company will provide suitable expert lecturers to assist with the product launch. The Distributor will be responsible for the cost of the abovementioned lectures including travel, board and any honoraria payable.

7.5

Inventory

The Distributor shall buy and maintain, at his own cost, an inventory of the Product equaling no less than the amount forecast for the following quarter. The Distributor must undertake to keep the Product in good condition and in particular must maintain the product under the storage conditions laid down in Annex C during storage and transport. All necessary precautions must be taken to prevent the deterioration of the Product. Any deterioration due to transport or storage deficiencies will void the product warranty. All liability including product liability in such cases (in which an unbroken storage record showing compliance with the storage instructions cannot be produced) will be the sole responsibility of the Distributor. Similarly, is such cases all expenses involved with the necessity of recalling product, including (but not limited to) such steps as destroying product and purchasing replacement product will be the sole responsibility of the Distributor.

8.	THE DISTRIBUTOR
	8.1	Independency
	8.1.1	For Its Own Account
	The Distributor shall buy and sell the Product in its own name and for its own account and act in all respects as an independent contractor. The Distributor shall organize the distribution of the Product in such manner as to most effectively promote the sale of the Product and maintain a level of product support necessary for the proper selling, marketing and distribution of the Product.
	8.1.2	Independent Contractor
	The Agreement does not designate the Distributor to be the agent, partner or legal representative of the Company for any purpose whatsoever, and the business conducted by the Distributor pursuant to this Agreement with third parties shall be wholly at the Distributor's own risk and account as an independent contractor.

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The Distributor is not granted any right or authority to assume or create any obligation or responsibility, express or implied on behalf of or to the name of the Company or to bind the Company in any manner whatsoever.

8.2 Unfair Competition and Infringement of Rights

The Distributor shall immediately inform the Company of all acts of unfair competition and of all infringement of patents, trade mark, trade names, or similar rights of the Company which have come to its attention to the extent that the rights of the Company have been violated If requested by the Company, the Distributor shall assist the Company at the Company's expense in any action or litigation involving each acts or infringements.

9.	CONDITIONS OF SALE
	9.1.1	Purchase Orders
	The Distributor shall send all orders for the Product to be purchased under this Agreement to the Company. Attempts should be made to place the order within a period of three (3) months from the intended date of delivery. Written Orders presented by the Distributor shall bind the Distributor after confirmation of acceptance thereof by the Company.
	9.2	Price Guidelines
	9.2.1	Price and Conditions
	The Distributor shall purchase the Product at prices and on conditions set forth by the Company from time to time in Exhibit B. Notwithstanding the above, any price increase will be mutually discussed in good faith by the parties, and Exhibit B shall be deemed as amended accordingly. In the case of an increase in cost of raw material, the Company and Distributor agree to negotiate in good faith increases in the Price.
	9.2.2 Payment Terms
	The Distributor shall pay the Company for the Product supplied according to payment terms set forth in Exhibit B.
	9 . 3 Advertising and Promotion
	9.3.1 Best Efforts
	The Distributor shall use its best efforts and diligence in promoting and initiating effectively the sales of the Product throughout the whole of its Territory.
	9.3.2 Advertising and Promotional Activities
	The Distributor shall ensure the advertising and the promotion of the Product and the participation in relevant conventions, trade shows and exhibitions held in the Territory. The costs of advertising and promotion are to be borne by the Distributor.
	9 . 3 . 3 Conformity with Applicable Laws
	The Distributor shall be responsible for any advertising and promotional material for the Product and for their conformity with applicable laws and regulations, as well as with the Company's branding guidelines as may be prepared from time to time. The Distributor agrees not to use any material that violates any law or good ethical practice as embodied in the ABPI Code of Practice for the Pharmaceutical

5

industry.

9.3.4 Distributors shall be responsible for delivering copy to the Company of any text in the local language that may be required under law, rule or regulation.

Distributor undertakes to cooperate with the Company in preventing all breaches of patents trademarks know how or other Intellectual Property rights relating to the products upon the terms of the subsequent paragraph and in any event to prevent said breaches using its best efforts.

In the case of possible breaches of patents trademarks know how or other Intellectual Property rights relating to the product on the part of third patties, Distributor undertakes to cooperate with the Company and with the Company's attorneys in order to allow the correct carrying out of legal actions.

Costs and expenses for legal actions or proceedings shall be borne by the Company, which, however, will not be obliged to act.

In the event the Company decides not to act, the Distributor may, after having received the permission of the Company, bring a legal action against a third-party infringer. In this case Distributor will be liable for all costs and expenses.

Distributor shall not institute or bring legal actions or proceedings against such infringers without prior written authorization from the Company. If requested by Distributor, the Company shall assist Distributor, at Distributor’s request in any action or litigation involving such acts or infringements.

10.  ASSIGNMENT

The Company shall have the right to assign this agreement. The Distributor may not assign this Agreement, without the prior consent of the Company.

Each Party reserves the right to terminate this Agreement if the control of the other Party passes over to another Party, other than the Party controlling it at the time of signature of this present Agreement.

11.  FORCE MAJEURE

If due performance of this Agreement by either party is affected in whole or in part by reason of any event, omission, accident, general shortage of commodities, legal circumstances or other matters beyond the reasonable control of such party, it shall give prompt notice thereof to the other party and shall be under no liability for any loss, damage, injury or expense suffered by the other party for this reason. Both parties shall use all reasonable effects to avoid or overcome the causes affecting performance and the party whose performance is affected by such force majeure shall fulfill all outstanding obligations as soon as possible.

12.  WARRANTIES AND LIABILITIES

12.1  The Company warrants to the Distributor that the product delivered hereunder shall comply with the specifications set for the in the PL and consistent with Exhibit C.

a) If the parties agree that a certain lot of the product supplied hereunder fails to meet said specification or is otherwise defective or such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise agreed upon, the Distr ib utor shall send such lot back to the company and the Company shall replace it at its own expense, with a new lot of the product conforming with said specifications. The Company shall also be held responsible for any liability that defective merchandise may cost, if and when it is proven that the liability has been derived from manufacturing defect and not from handling and storage conditions by the distributor or third parties.

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b) If the parties fail to agree that a certain lot of the product supplied hereunder meets said specification, a Party may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the product complies with said specification. Should the other Party disagree with the choice of laboratory, the first Party has the right to request that the laboratory is appointed by the International Chamber of Commerce. The Report of the laboratory shall be conclusive and binding on the Parties. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, or made or will be deemed to have been made by the company regardin g the products, except to the extent expressly expressed herein. Neither the distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representation on behalf of the company. In no event shall the company be held liable for any lost profits or any other incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the company to the distributor.

12.1.1	The Distributor shall indemnify and hold the company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the company or the distributor, which arise out of or result from the distributor's negligent act or omission in the marketing, selling, transport, storage or distribution of the product.
12.1.2	The Distributor has, and shall at all times during the term of this agreement and for a period of two years thereafter, shall have full insurance coverage with reputable and sound insurance, covering all and any risk, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure that Distributor' s insurance coverage is sufficient.
12.1.3	Compliance with applicable laws

The distributor agrees that it will, on its own, comply with all laws, statutes and ordinances in the territory relating to the import and selling of the product and agrees to indemnify and hold the company harmless in the event that any claim is made against it by reason of the distributor failure to so comply. In particular, the distributor agrees to comply with all safety laws and regulations relating to the product.

12.2 Taxes

The distributor shall pay all excise or sales taxes that may be required to be paid by the company or the distributor by any statute, ordinance or regulation of any taxation authority. In the event that the company is required to or does pay any of such taxes, the distributor, upon being informed of such payment, shall at once repay the amount thereof to the company.

13.	DURATION AND TERMINATION
	13.1 Duration

This Agreement shall have immediate force and effect and shall remain in effect until the completion of a ten (10) year period, and shall continue thereafter for an additional three (3) year term and continue thereafter for two automatic three (3) year terms unless and until terminated by either party giving to the other six (6) months notice in writing prior to the end of the Initial Term or any Subsequent Term.

13.2	Termination
13.2.1	Failure to Fulfill Obligations or to Obtain or Maintain PL

This Agreement may be terminated with three (3) months written notice forthwith by either party if the other party fails to fulfill any of its obligations under this Agreement including the attached minimum volume of sales and such default is not remedied within thirty (30) days of the date on which a written notice thereof has been dispatched to the defaulting party or if the Distributor fails to obtain or maintain the PL as set forth in Article 6. Product Registration.

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13.2.2 Termination for Bankruptcy or Insolvency

This Agreement may be terminated immediately in the event that either party is declared insolvent, is adjudged bankrupt or files a petition for bankruptcy or reorganization under any bankruptcy law, is expropriated or sequestrated or submits or has to submit to any other administrative or judicial measures of control.

Insolvency is defined to mean the inability to pay debts, as they become due and the excess of liabilities over assets.

13.2.3 Termination for Loss of License to Sell Product

The Company shall have a right to terminate this Agreement with immediate effectshould the Company's license to sell the Product be withdrawn.

13.3 Effect of Termination

On the termination of this agreement, the Distributor shall return, without delay, all registration and permission documents to the Company together with all formulas, manufacturing procedures andother confidential documentation which the Distributor has obtained from the Company. The Distributor agrees that it shall not make any further use of this documentation. The Company shall have the option to repurchase any paid unsold Product at prices paid by the Distributor to the Company.

13.4 Notice of Termination

Notice of termination shall be in writing and shall be deemed given: (i) upon personal delivery to the appropriate address, (ii) upon delivery to the appropriate address if sent by certified or registered mail, (iii) one business day after the date of deposit with an express mail overnightcourier,or(iv)ifbyfacsimile, upon the transmittal of same with printed confirmation of receipt.

13.5 Exclusive and Non-Exclusive Distribution Rights

In the event Distributor fails to achieve seventy percent (70%) of thesalesfigures set forth under “Performance Schedule” in paragraph 5.1, then the exclusive distribution rights as set forth herein may be cancelled by the company, and shall notify the Distributor with a written notice of no less than three (3) months prior to the cancellation date.

13.6 Termination Compensation

Neither party hereto shall be liable to the other for any termination compensation whether based on goodwill, loss of income or otherwise.

14. FINAL PROVISIONS

14.1 Language

The English test of this Agreement shall prevail.

14.2 Arbitration

Any dispute in connection with this agreement shall be definitely and incontestably solved by the arbitration and conciliation statute according to the rules of the International Chamber of Commerce in Paris by three arbitrators who will be designated according to this statute. The arbitration seat will be in Ireland for the Distributor and Israel for the Company. The arbitration language will be English and the law of the defending party, Ireland for the Distributor and Israel for the Company will be applicable to the merits of the disputes.

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14.3 Modifications

All modifications and amendments to this Agreement shall be in writing and signed by the Parties. 12.4 Notices and Communications All notices in connection with this Agreement shall be in writing and be in the English language, as shall all other written communications and correspondence, and may be given by personal delivery, prepaid registered airmail lettersfacsimile, or telegram addressed to the Party required or entitled to receive the same at its address or facsimile number set out below, or to such other address or facsimile number as such Party shall have designated by like notice to the other Party. Notice of termination of this Agreement if given by facsimile or telegram shall be confirmed by prepaid registered airmail letter dated and posted within 24 ho urs. The effective date of any notice if served by personal delivery, facsimile or telegram shall be deemed the first business day in the city of destination following the dispatch and if given by prepaid registered airmail only, it shall be deemed served seven days after the date of posting.

14.4 Exhibits

All Exhibits attached hereto shall be made a part of this Agreement.

14.5 No Waiver

The omission by either party to exercise any right hereunder shall not constitute a waiver thereof and shall not prevent the subsequent enforcement of that right and shall not be deemed to be a waiver of any subsequent right.

14.6 Survival of Provisions

The provisions of this Agreement shall survive its termination for so long as may be necessary to give efficacy thereto.

14.7 Entire Agreement

This Agreement, which includes the Exhibits attached hereto, contains the entire understanding and supersedes all prior agreements of the parties with respect to the transactions contemplated hereby anal it supersedes any previous agreement. There are no agreements, promises, warranties, covenants or understandings other than those expressly set forth herein.

14.8 Invalidity

Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year indicated below.

COMPANY	DISTRIBUTOR
SIRAEO, LTD.	SAMARITAN PHARMACEUTICALS, SA

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EX-31.1

     Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Dr. Janet Greeson, certify that:

1. I have reviewed this annual report on Form 10-K of Samaritan Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 14, 2008

By: /s/ Dr. Janet Greeson
Title: Chief Executive Officer and President
(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, Eugene Boyle, certify that:

1. I have reviewed this annual report on Form 10-K of Samaritan Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 14, 2008

   By: /s/ Eugene Boyle 

                   ------------------ 

Title: Chief Financial Officer 

                   Chief Operations Officer 

                   (Principal Financial Officer) 

EX-32.1

Exhibit 32.1

     Certification of CEO and CFO Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Samaritan Pharmaceuticals, Inc. (the "Company") on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof, I, Dr. Janet Greeson, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge,

     (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2007 (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	April 14, 2008
By:	/s/ Dr. Janet Greeson
	--------------------------
Title:	Chief Executive Officer and President

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

     Certification of CEO and CFO Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Samaritan Pharmaceuticals, Inc. (the "Company") on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof, I, Eugene Boyle, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge,

     (i) the Annual Report of the Company on Form 10-K/A for the year ended December 31, 2007 (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 14, 2008

By: /s/ Eugene Boyle
--------------------------------------
Title: Chief Financial Officer, Chief Operations Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.