As filed with the Securities and Exchange Commission on April 30, 2007

Registration No. 333-132613

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

Amendment No. 1
to

Form S-3

on Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EPICEPT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	52-1841431
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

777 Old Saw Mill River Road

Tarrytown, NY 10591

(914) 606-3500

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

John V. Talley

Chief Executive Officer

EpiCept Corporation

777 Old Saw Mill River Road

Tarrytown, NY 10591

(914) 606-3500

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent For Service)

Copies to:

Alexander D. Lynch, Esq.

Erika L. Weinberg, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

Approximate date of commencement of proposed sale to the public:   From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

If this form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

5,123,141 Shares

of

Common Stock, par value $0.0001 per share

This prospectus relates solely to the resale of up to an aggregate of 5,123,141 shares of common stock of EpiCept Corporation (“EpiCept” or the “Company”) by the selling stockholders identified in this prospectus. These shares include the shares of our common stock issued or issuable upon the exercise of warrants that were sold to those investors identified in this prospectus in the February 9, 2006 private placement of common stock and warrants as well as the shares of certain other selling stockholders whose shares of our common stock are included in this prospectus because they have contractual registration rights with us.

The selling stockholders identified in this prospectus (which term as used herein includes their pledgees, donees, transferees or other successors-in-interest) may offer the shares from time to time as each selling stockholder may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” beginning on page 10 at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The prices at which the selling stockholders may sell the shares may be determined by the prevailing market price for the shares at the time of sale, may be different than such prevailing market prices or may be determined through negotiated transactions with third parties.

We will not receive any of the proceeds from the sale of these shares by the selling stockholders. If the warrants are exercised by the payment of cash, however, we would receive the exercise price of the warrants, which is initially $4.00 per share. However, all the warrants covered by the registration statement of which this prospectus is a part have a cashless exercise provision that allows the holder to receive a reduced number of shares of our common stock, without paying the exercise price in cash. To the extent any of the warrants are exercised in this manner, we will not receive any additional proceeds from such exercise. We have agreed to pay all expenses relating to registering the securities. The selling stockholders will pay any brokerage commissions and/or similar charges incurred for the sale of these shares of our common stock.

Our common stock is dual-listed on the Nasdaq Stock Market and the OM Stockholm Exchange under the ticker symbol “EPCT.” The last reported sale price of our common stock on April 27, 2007 was $2.80 per share.

Investing in our common stock involves risks.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 30, 2007.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different or additional information. The selling stockholders are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information provided by this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since then.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	i
PROSPECTUS SUMMARY	1
USE OF PROCEEDS	5
SELLING STOCKHOLDERS	5
PLAN OF DISTRIBUTION	10
LEGAL MATTERS	11
EXPERTS	12
WHERE YOU CAN FIND MORE INFORMATION	12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	12
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the registration statement of which it forms a part and the documents incorporated by reference into these documents contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “will,” “foresee” and similar expressions to identify these forward-looking statements. In addition, from time to time we or our representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC, or press releases or oral statements made by or with the approval of one of our authorized executive officers. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those discussed in the section entitled “Risk Factors” beginning on page 4 of this prospectus. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, EpiCept undertakes no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC on Forms 10-K, 10-Q and 8-K. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.

i

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus or incorporated herein by reference. This summary may not contain all of the information that you should consider before buying common stock in this offering. You should carefully read this entire prospectus, including each of the documents incorporated herein by reference, before making an investment decision. As used herein, “we,” “us,” and “our” refer to EpiCept and its subsidiaries.

Our Company

We are a specialty pharmaceutical company focused on the development of pharmaceutical products for the treatment of cancer and pain. We have a portfolio of six product candidates in various stages of development: an oncology product candidate submitted for European registration, two oncology compounds, one of which has commenced a Phase II clinical trial and the second of which entered clinical development in late 2006, and three pain product candidates in late stage development. Our portfolio of pain management and oncology product candidates allows us to be less reliant on the success of any single product candidate.

Our lead oncology product candidate is Ceplene, which is intended as remission maintenance therapy in the treatment of acute myeloid leukemia, or AML specifically for patients who are in their first complete remission (CR-1). Our late stage pain product candidates are: EpiCept NP-1, a prescription topical analgesic cream designed to provide effective long-term relief of peripheral neuropathies; LidoPAIN SP, a sterile prescription analgesic patch designed to provide sustained topical delivery of lidocaine to a post-surgical or post-traumatic sutured wound while also providing a sterile protective covering for the wound; and LidoPAIN BP, a prescription analgesic non-sterile patch designed to provide sustained topical delivery of lidocaine for the treatment of acute or recurrent lower back pain. None of our product candidates has been approved by the U.S. Food and Drug Administration (“FDA”) or any comparable agency in another country and we have yet to generate product revenues from any of our product candidates in development.

Our Product Candidates

The clinical trials for our current portfolio of product candidates have include over 3,100 patients in 23 clinical trails, including over 660 patients in six clinical trails for EpiCept NP-1; over 1,110 patients in five clinical trails for LidoPAIN SP; over 720 patients in five clinical trails for LidoPAIN BP, and over 350 patients in two AML clinical trails for Ceplene.

1

Ceplene

Ceplene is our leading oncology drug candidate, which is based on the naturally occurring molecule histamine. The mechanism of action is via the inhibition of oxidative stress, thereby protecting critical immune cells, which can then attack cancer cells. We have completed an international, multicenter, open-label, randomized phase III study to evaluate the efficacy and safety of treatment with Ceplene + IL-2 (Proleukin^®) in 320 patients with Acute Myeloid Leukemia or AML in first or subsequent complete remission. The treatment group met the primary endpoint of preventing relapse as shown by increased leukemia-free survival for AML patients in remission, which was highly statistically significant (p<0.01, analyzed according to Intent-to-Treat). Even more impressive was the benefit observed in patients in their first remission (CR1). In this subgroup, the patients had a 55% improvement in leukemia free survival. On October 6, 2006, we filed for regulatory approval with the European Medicines Agency or EMEA for the proposed indication: Ceplene, administered in conjunction with interleukin-2, is indicated for maintenance of remission in adult patients with acute myeloid leukemia in first remission to prolong the duration of leukemia free survival.

EPC-2407

EPC2407, a novel small molecular weight compound, was discovered by our Apoptosis Screening Anticancer Platform. It is in a class of anticancer drugs called vascular disruption agents. Unlike antiangiogenic drugs, which attempt to prevent the formation of new tumor blood vessels, vascular disruption agents starve existing solid tumors by depriving them of blood flow, thereby causing tumor cell death. The molecular target for EPC2407 is tubulin, a cellular substance which helps maintain cell shape and is involved with cellular movement, intracellular transport, and cell division. While there are a number of tubulins targeting anticancer drugs, the dose-limiting toxicities and emergence of drug-resistant tumor cells have limited their effectiveness. In contrast, EPC2407 is active in multi-drug resistant cells and interacts with tubulin at sites, which are different from those of the taxanes and vinca alkaloids. As such, we believe EPC2407 is differentiated from such drugs as paclitaxel and vinblastine. We have submitted an investigational new drug application or IND to the U.S. Food and Drug Administration to begin Phase I clinical studies of EPC2407, for the treatment of advanced cancer patients with solid tumors that are well vascularized. EPC2407 commenced a Phase I clinical trial in December 2006.

MPC-6827

MPC-6827 is a compound discovered from the drug discovery platform at EpiCept and licensed to Myriad Genetics Inc. for clinical development. The antitumor activity of MPC-6827 demonstrated a broad range of activities against many tumor types in various animal models as well as activity against different types of multi-drug resistant cell lines. The Phase I clinical testing is being conducted by Myriad, on patients with solid tumors with a particular focus on brain cancers or brain metastases due to its pharmacologic properties in pre-clinical animal studies that indicated higher drug levels in the brain than in the blood. In March 2007, Myriad initiated a Phase II registration sized clinical trial for MPC-6827.

EpiCept NP-1

EpiCept NP-1 is a prescription topical analgesic cream containing a patented formulation, the contents of which include two FDA-approved drugs, amitriptyline and ketamine. Amitriptyline is a widely-used antidepressant, and ketamine is an NMDA, or N-methyl-D-aspartate, antagonist (i.e., a compound that blocks the effects of NMDA, a protein associated with the feeling of pain) that is used as an anesthetic. EpiCept NP-1 is designed to provide effective, long-term relief from the pain of peripheral neuropathies. We believe the topical delivery of our patented combination represents a fundamentally new approach for the treatment of pain associated with peripheral neuropathy and will significantly reduce the risk of adverse side effects associated with the systemic delivery of the active ingredients. Peripheral neuropathies are medical conditions caused by damage to the nerves in the nervous system. The initial indications for this product candidate are post-herpetic neuralgia, or PHN, a specific type of peripheral neuropathy associated with shingles, a condition caused by the herpes zoster virus and diabetic peripheral neuropathy or DPN. We have completed Phase II clinical trials in the United States and Canada that included 343 subjects and plan to commence a Phase III clinical trial in the United States during the first half of 2007 that will include at least 400 subjects. We are also planning a Phase IIb trial in diabetic neuropathic pain to commence in the first half of 2007 that we anticipate will include 200 patients.

2

LidoPAIN SP

LidoPAIN SP is a sterile prescription analgesic patch designed to provide sustained topical delivery of lidocaine to a post-surgical or post-traumatic sutured wound while also providing a sterile protective covering for the wound. If approved, we believe that LidoPAIN SP would be the first sterile prescription analgesic patch on the market. We have completed a Phase II clinical trial in Germany that included 221 subjects who underwent hernia repair. A Phase III clinical trial in Europe was initiated during the fourth quarter of 2004 and completed in the third quarter of 2006. This study included approximately 440 subjects undergoing hernia repair.

LidoPAIN BP

LidoPAIN BP is a prescription analgesic non-sterile patch designed to provide sustained topical delivery of lidocaine for the treatment of acute or recurrent lower back pain. We have completed Phase IIa and Phase IIb clinical trials in the United States that included 242 subjects and plan to commence a pivotal Phase IIb clinical trial in the United States during the first half of 2007 that will include at least 300 subjects. In December 2003, we entered into an agreement with Endo Pharmaceuticals Inc. for the commercialization of LidoPAIN BP worldwide.

Our Private Placement

On February 7, 2006, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors, which we collectively refer to as the selling stockholders. Pursuant to the Purchase Agreement, the selling stockholders purchased in the aggregate, severally and not jointly, approximately 4.1 million shares of our common stock (the “Shares”), at a price of $2.85 per share, and warrants to purchase approximately 1.0 million shares of our common stock (the “Warrants,” and, together with the Shares and our common stock issuable upon exercise of the Warrants, the “Securities”) with an exercise price of $4.00 per share. The warrants are exercisable for common stock of the Company until February 7, 2011, beginning six (6) months from the date they are issued. The private placement closed on February 9, 2006. We received gross proceeds from the private placement of approximately $11.6 million.

Rodman & Renshaw LLC acted as the placement agent in the private placement. In consideration for their services, we issued to them warrants representing the right to purchase up to 244,850 shares of our common stock at an exercise price of $4.00 per share. These warrants also expire on February 7, 2011.

In connection with the Purchase Agreement, we also entered into Registration Rights Agreement with the selling stockholders, dated as of February 7, 2006. Under the Registration Rights Agreement, we are required to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register for resale the Shares and the shares of our common stock issuable upon exercise of the Warrants.

Our Corporate Information

Our executive offices are located at 777 Old Saw Mill River Road, Tarrytown, NY 10591, our telephone number at that location is (914) 606-3500, and our website can be accessed at www.epicept.com. Information contained in our website does not constitute part of this prospectus.

3

THE OFFERING

Common stock outstanding prior to the private placement	20,404,189 shares
Common stock being offered for resale to the public by the Selling Stockholders(1)	5,123,141 shares

Common stock to be outstanding after this offering(1) 25,527,330 shares

Total proceeds raised by offering	We will not receive any proceeds from the resale of our common stock pursuant to this offering. We have received $11.6 million in gross proceeds from the selling stockholders under the Purchase Agreement. We will also receive additional proceeds upon the exercise of the warrants to the extent such warrants are exercised for cash.
Use of proceeds	Any proceeds we may receive will be used to meet our working capital needs and general corporate purposes.
Nasdaq National Market symbol	EPCT
Risk factors	See “Risk Factors” set forth under Item 1. Business in the Annual Report on Form 10-K for the year ended December 31, 2006 incorporated by reference herein and the other information included and incorporated by reference in this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our common stock.

(1)  Assumes that all of the shares of common stock underlying the warrants described herein have been exercised in full. Excludes, as of April 24, 2007, (A) 3,830,272 shares of common stock issuable on the exercise of outstanding options at a weighted average exercise price of $5.98 per share including 829,820 shares issuable upon the exercise of options granted during 2007 to certain of our named executive officers and other employees, 2,147,507 of which are exercisable within 60 days, (B) 258,497 shares of common stock issuable upon the exercise of outstanding warrants issued by Maxim prior to the consummation of the Merger that were assumed by EpiCept and that are not by the registration statement of which this prospectus is a part, at a weighted average exercise price of $37.46 per share, (C) 690,246 shares of common stock available for future issuance under our 2005 Equity Incentive Plan, (D) 500,000 shares of common stock available for future issuance under our 2005 Employee Stock Purchase Plan, and (E) 244,850 shares of common stock issuable upon the exercise of outstanding placement agent warrants.

4

USE OF PROCEEDS

We are registering these shares pursuant to the registration rights granted to the selling stockholders in our recent private placement as well as pursuant to our obligation to certain other selling stockholders that have contractual registration rights with us. We will not receive any proceeds from the resale of our common stock under this offering. We have, however, received gross proceeds from the sale of our shares and warrants in the private placement of approximately $11.6 million. Net proceeds are approximately $10.8 million after deducting all fees and expenses of the February 2006 private placement and this offering, which are estimated to be approximately $0.8 million.

We may also receive proceeds from the issuance of shares of common stock upon exercise of warrants. If each of the warrants issued in connection with the February 2006 private placement (other than those issued to Rodman) is exercised for cash, we estimate that we may receive up to an additional $4.1 million. We intend to use any proceeds that we may receive from the issuance of shares of our common stock upon exercise of warrants to meet our working capital needs and for general corporate purposes.

If the warrants issued in connection with the February 2006 private placement are exercised pursuant to their cashless exercise provision, we will not receive any additional proceeds from such exercise.

SELLING STOCKHOLDERS

The selling stockholders may from time to time offer and sell any or all of the shares of our common stock set forth below pursuant to this prospectus. When we refer to “selling stockholders” in this prospectus, we mean those persons listed in the table below, and the pledges, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in shares of our common stock other than through a public sale.

The following table sets forth, as of the date of this prospectus, the name of each selling stockholder for whom we are registering shares for resale to the public, and the number of shares of common stock that each selling stockholder may offer pursuant to this prospectus. Unless otherwise noted, the common stock being offered by the selling stockholders was acquired from us in the private placement that was completed on February 9, 2006. In addition, certain other selling stockholders that did not acquire common stock or warrants from us in the February 9, 2006 private placement are included in this prospectus because they have contractual registration rights. The shares of common stock offered by the selling stockholders were issued pursuant to exemptions from the registration requirements of the Securities Act. The selling stockholders represented to us that they were accredited investors and were acquiring our common stock and warrants exercisable for our common stock, for investment and had no present intention of distributing the common stock. We have agreed to file a registration statement covering the common stock received by the selling stockholders. We have filed with the Securities and Exchange Commission, under the Securities Act, a Post-Effective Amendment to Form S-3 on Form S-1 with respect to the resale of the common stock from time to time by the selling stockholders, and this prospectus forms a part of that registration statement. Except as noted below, none of the selling stockholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates and none of the selling stockholders is or was affiliated with registered broker-dealers.

Based on the information provided to us at the time of the initial filing of the registration statement of which this prospectus is a part by each selling stockholder and as of the date the same was provided to us, assuming that the selling stockholders sell all of the shares of our common stock beneficially owned by them that have been registered by us and do not acquire any additional shares during the offering, each selling stockholder will not own any shares other than those appearing in the column entitled “Number of Shares of Common Stock Owned After the Offering.” We cannot advise you as to whether the selling stockholders will in fact sell any or all of such shares of common stock. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of our common stock in transactions exempt

5

from the registration requirements of the Securities Act after the date on which they provided the information set forth on the table below.

			Number
	Number		of
	of		Shares						Number
	Shares		of		Total				of
	of		Common		Number				Shares		Percentage
	Common		Stock		of				of		of
	Stock		Issuable		Securities		Total		Common		Common
	Owned		Upon		Owned		Number		Stock		Stock
	Prior		the		Prior		of		Owned		Owned
	to		Exercise		to		Securities		After		After
	the		of		the		Being		the		the
Name of Selling Stockholder	Offering		Warrants(1)		Offering		Registered		Offering(2)		Offering(2)
Alexandra Global Master Fund Ltd.(3)		315,789		78,947		394,736		394,736		0		*
c/o Alexandra Investment Management, LLC 767 Third Ave., 39th Floor New York, NY 10017
Bushido Capital Master Fund, LP(4)		98,373		24,593		122,966		122,966		0		*
c/o Bushido Capital Partners, Ltd. 275 Seventh Ave., Ste. 2000 New York, NY 10001
Bristol Investment Fund, Ltd.(5)		87,719		21,930		109,649		109,649		0		*
c/o Bristol Capital Advisors, LLC 10990 Wilshire Blvd., Ste. 1410 Los Angeles, CA 90024
Cranshire Capital, L.P.(6)		87,720		21,930		109,650		109,650		0		*
666 Dundee Rd., Ste. 1901 Northbrook, IL 60062
Diamond Opportunity Fund, LLC(7)		105,263		26,316		131,579		131,579		0		*
500 Skokie Blvd., Ste. 310 Northbrook, IL 60062
Domain Public Equity Partners, L.P.(8)		701,755		175,439		877,194		877,194		0		*
One Palmer Square, Ste. 515 Princeton, NJ 08542
Efficacy Biotech Master Fund Ltd.(9)		701,755		175,439		877,194		877,194		0		*
11622 El Camino Real, #100 San Diego, CA 92130
Iroquois Master Fund Ltd.(10)		87,720		21,930		109,650		109,650		0		*
641 Lexington Ave., 26th Floor New York, NY 10022
AJW Partners LLC(11)		8,210		2,052		10,262		10,262		0		*
1044 Northern Blvd., Ste. 302 Roslyn, NY 11576
New Millennium Capital Partners II LLC(11)		1,053		263		1,316		1,316		0		*
1044 Northern Blvd., Ste. 302 Roslyn, NY 11576
AJW Offshore Ltd.(11)		41,263		10,316		51,579		51,579		0		*
1044 Northern Blvd., Ste. 302 Roslyn, NY 11576
AJW Qualified Partners LLC(11)		19,649		4,912		24,561		24,561		0		*
1044 Northern Blvd., Ste. 302 Roslyn, NY 11576
Nite Capital, L.P.(12)		105,263		26,314		131,577		131,577		0		*
100 E. Cook Ave., Ste. 201 Libertyville, IL 60048
RAQ, LLC(13)		105,263		26,316		131,579		131,579		0		*
c/o Paramount BioCapital Investments, LLC 787 Seventh Ave., 48th Floor New York, NY 10019

6

Number

Number

of

of

Shares

Number

Shares

of

Total

of

of

Common

Number

Shares

Percentage

Common

Stock

of

of

of

Stock

Issuable

Securities

Total

Common

Common

Owned

Upon

Owned

Number

Stock

Stock

Prior

the

Prior

of

Owned

Owned

to

Exercise

to

Securities

After

After

the

of

the

Being

the

the

Name of Selling Stockholder

Offering

Warrants(1)

Offering

Registered

Offering(2)

Offering(2)

Valesco Healthcare Partners I, LP(14)

24,211

6,053

30,264

30,264

0

*

787 Seventh Ave., 48th Floor New York, NY 10019

Valesco Healthcare Partners II, LP(15)

38,947

9,737

48,684

48,684

0

*

787 Seventh Ave., 48th Floor New York, NY 10019

Valesco Healthcare Overseas Fund, Ltd.(16)

42,105

10,526

52,631

52,631

0

*

787 Seventh Ave., 48th Floor New York, NY 10019

ProMed Partners, L.P.(17)

142,000

40,169

182,169

177,500

4,669

*

c/o ProMed Management Inc. 237 Park Ave., 9th Floor New York, NY 10017

ProMed Partners II, L.P.(18)

6,256

1,564

7,820

7,820

0

*

c/o ProMed Management Inc. 237 Park Ave., 9th Floor New York, NY 10017

ProMed Offshore Fund, Ltd.(18)

24,176

6,837

31,013

30,220

793

*

c/o ProMed Management Inc. 237 Park Ave., 9th Floor New York, NY 10017

ProMed Offshore Fund II, Ltd.(18)

634,592

158,648

793,240

793,240

0

*

c/o ProMed Management Inc. 237 Park Ave., 9th Floor New York, NY 10017

RA Capital Biotech Fund, LP(19)

701,755

175,439

877,194

877,194

0

*

c/o Bear Stearns Securities Corp. Attn: Cashiers One Metrotech Ctr. North, 4th Floor Brooklyn, NY 11201

Sanders Opportunity Fund, L.P.(20)

5,263

0

5,263

5,263

0

*

600 Travis, Suite 3100 Houston, TX 77002

Sanders Opportunity Fund (Institutional), L.P.(21)

16,833

0

16,833

16,833

0

*

600 Travis, Suite 3100 Houston, TX 77002

*  Represents less than 1%.

(1)	Unless otherwise indicated, the warrants represented are exerciseable at $4.00 per share of our common stock.
(2)	Unless otherwise indicated, assumes that each selling stockholder will resell all of the shares of our common stock offered hereunder. Applicable percentage of ownership is based on 24,485,026 shares of our common stock outstanding as of March 16, 2006, together with securities exerciseable for, or convertible into, shares of common stock within 60 days of March 16, 2006.
(3)	Alexandra Investment Management, LLC, a Delaware limited liability company (“Alexandra”), serves as investment advisor to Alexandra Global Master Fund Ltd., a British Virgin Islands company (“Master Fund”). By reason of such relationship, Alexandra may be deemed to share dispositive power over the shares of common stock stated as beneficially owned by Master Fund. Alexandra disclaims beneficial ownership of such shares of common stock. Messrs. Mikhail A. Filimonov (“Filimonov”) and Dimitri Sogoloff (“Sogoloff”) are managing members of Alexandra. By reason of such relationships, Filimonov and Sogoloff may be

7

deemed to share dispositive power over the shares of common stock stated as beneficially owned by Master Fund. Filimonov and Sogoloff disclaim beneficial ownership of such shares of common stock.

(4)	Bushido Capital Partners, Ltd., a Cayman Islands company, is the general partner of Bushido Capital Master Fund, LP with the voting, dispositive and investment control over the securities held by Bushido Capital Master Fund, LP. As such, Bushido Capital Partners, Ltd. may be deemed to be the beneficial owner of the shares of common stock held by Bushido Capital Master Fund, LP. Christopher Rossman is the Managing Director of Bushido Capital Partners, Ltd., possessing the power to act on its behalf. Bushido Capital Partners, Ltd. and Mr. Rossman each disclaim beneficial ownership of the shares of common stock held by Bushido Capital Master Fund, LP.
(5)	Bristol Capital Advisors, LLC (“BCA”) is the investment advisor to Bristol Investment Fund, Ltd. (“Bristol”). Paul Kessler is the manager of BCA and as such has voting, dispositive and investment control over the securities held by Bristol. Mr. Kessler disclaims beneficial ownership of these securities.
(6)	Mitchell P. Kopin, President of Downsview Capital, Inc., the General Partner of Cranshire Capital, LP, has sole voting, dispositive and investment control over the securities held by this selling stockholder. Mr. Kopin and Downsview Capital, Inc. each disclaim beneficial ownership of the shares held by Cranshire Capital, L.P.
(7)	David Hokin, Rob Rubin and Richard Marks, in their capacities as Manager and Managing Directors, respectively, share voting, dispositive and investment power over the securities held by this selling stockholder. Each of Messrs. Hokin, Rubin and Marks disclaim beneficial ownership of the shares held by this selling stockholder.
(8)	Nicole Vitullo and Domain Associates, LLC are the managing members of Domain Public Equity Associates, LLC, the sole general partner of Domain Public Equity Partners, L.P. James C. Blair, Brian H. Dovey, Jesse I. Treu, Kathleen K. Schoemaker, Robert J. More and Nicole Vitullo are the managing members of Domain Associates, LLC and share voting, dispositive and investment control over the securities held by Domain Public Equity Partners, L.P. and each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(9)	Mark Lappe has sole voting, dispositive and investment control over the securities beneficially owned by this selling stockholder.

(10)	Joshua Silverman has sole voting, dispositive and investment control over all the securities held by this selling stockholder. Mr. Silverman disclaims beneficial ownership of such securities.
(11)	The selling stockholders are affiliates of each other because they are under common control. AJW Partners LLC is a private investment fund that is owned by its investors and managed by SMS Group, LLC. SMS Group, LLC, of which Mr. Corey S. Ribotsky is the fund manager, has voting, dispositive and investment control over the shares owned by AJW Partners LLC. AJW Offshore, Ltd., formerly known as AJW/New Millennium Offshore, Ltd., is a private investment fund that is owned by its investors and managed by First Street Manager II, LLC. First Street Manager II, LLC, of which Corey S. Ribotsky is the fund manager, has voting, dispositive and investment control over the shares owned by AJW Offshore, Ltd. AJW Qualified Partners, LLC, formerly known as Pegasus Capital Partners, LLC, is a private investment fund that is owned by its investors and managed by AJW Manager, LLC, of which Corey S. Ribotsky and Lloyd A. Groveman are the fund managers, has voting, dispositive and investment control over the shares owned by AJW Qualified Partners, LLC. New Millennium Capital Partners II, LLC, is a private investment fund that is owned by its investors and managed by First Street Manager II, LLC. First Street Manager II, LLC, of which Corey S. Ribotsky is the fund manager, has voting, dispositive and investment control over the shares owned by New Millennium Capital Partners II, LLC.
(12)	Keith Goodman, Manager of Nite Capital, LLC, the General Partner of Nite Capital, L.P., has sole voting, dispositive and investment control over the securities beneficially owned by this selling stockholder. Mr. Goodman disclaims beneficial ownership of such securities.
(13)	Lindsay A. Rosenwald is the managing member of this selling stockholder, and may be deemed a control person, with voting, dispositive and investment control, of the securities owned by such entity. Dr. Rosenwald is also Chairman, Chief Executive Officer and the sole shareholder of Paramount BioCapital, Inc., a registered

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broker-dealer. Paramount BioCapital, Inc. was not involved in the purchase of the shares of the common stock or warrants, and will not be involved in the sale of the shares being registered on this registration statement.

(14)	The selling stockholder has advised us that certain of its affiliates are NASD registered broker-dealers. The selling stockholder has advised us that it has purchased the securities covered by the registration statement in the ordinary course of its business. The selling stockholder has also advised us that, at the time of the purchase of such securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. Keith Maher, Portfolio Manager for Valesco Healthcare GP, LLC, the General Partner of Valesco Healthcare Partners I, LP, has dispositive and voting power over the securities beneficially owned by the selling stockholder.
(15)	The selling stockholder has advised us that certain of its affiliates are NASD registered broker-dealers. The selling stockholder has advised us that it has purchased the securities covered by the registration statement in the ordinary course of its business. The selling stockholder has also advised us that, at the time of the purchase of such securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. Keith Maher, Portfolio Manager for Valesco Healthcare GP, LLC, the General Partner of Valesco Healthcare Partners II, LP, has dispositive and voting power over the securities beneficially owned by the selling stockholder.
(16)	The selling stockholder has advised us that certain of its affiliates are NASD registered broker-dealers. The selling stockholder has advised us that it has purchased the securities covered by the registration statement in the ordinary course of its business. The selling stockholder has also advised us that, at the time of the purchase of such securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. Keith Maher, Portfolio Manager for Valesco Healthcare GP, LLC, the General Partner of Valesco Capital Management, LP, which is the investment manager of Valesco Healthcare Overseas Fund, Ltd., has dispositive and voting power over the securities beneficially owned by the selling stockholder.
(17)	The selling stockholder has advised us that certain of its affiliates are NASD registered broker-dealers. The selling stockholder has advised us that it has purchased the securities covered by the registration statement in the ordinary course of its business. The selling stockholder has also advised us that, at the time of the purchase of such securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. ProMed Partners, L.P. is an affiliate of Musket Research Associates, Inc., a registered broker-dealer. Barry Kurokawa and David B. Musket have dispositive and voting power over the securities beneficially owned by the selling stockholder. Includes 4,669 warrants to purchase our common stock held by ProMed Partners, L.P. These warrants were originally issued by Maxim to ProMed Partners, L.P. (the “ProMed Warrants”) prior to Maxim’s merger with the Company. Subsequent to the merger, the ProMed Warrants became exercisable for our common stock in accordance with the terms of the original ProMed Warrants. The ProMed Warrants have an exercise price of $37.75 and will expire on March 23, 2009. The ProMed Warrants are not covered for resale by this prospectus or the registration statement of which this prospectus forms a part.
(18)	The selling stockholder has advised us that certain of its affiliates are NASD registered broker-dealers. The selling stockholder has advised us that it has purchased the securities covered by the registration statement in the ordinary course of its business. The selling stockholder has also advised us that, at the time of the purchase of such securities, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the securities. ProMed Partners II, L.P., ProMed Offshore Fund, Ltd. and ProMed Offshore Fund II, Ltd are affiliates of Musket Research Associates, Inc., a registered broker-dealer. Barry Kurokawa and David B. Musket have voting, dispositive and investment power over the securities beneficially owned by each selling stockholder. Each of Messrs. Kurokawa and Musket disclaim beneficial ownership of such shares of our common stock except to the extent of their partnership interests in these funds. Includes an additional 793 warrants to purchase our common stock held by ProMed Offshore Fund II, Ltd. These warrants were originally issued by Maxim to ProMed Offshore Fund, Ltd. (the “ProMed Offshore Warrants”) prior to Maxim’s merger with the Company. Subsequent to the merger, the ProMed Offshore Warrants became exercisable for our common stock in accordance with the terms of the original ProMed Offshore Warrants. The ProMed Offshore Warrants have an exercise price of $37.75 and will expire on March 23, 2009. The ProMed Offshore Warrants are not covered for resale by this prospectus or the registration statement of which this prospectus forms a part.

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(19)	Richard Aldrich and Peter Kolchinsky, both Managing Directors of RA Capital Management, LLC, the General Partner of RA Capital Biotech Fund, LP, have voting, dispositive and investment control over the securities beneficially owned by this selling stockholder.
(20)	Don A. Sanders, the Chief Investment Officer of Sanders Opportunity Fund, L.P., has sole voting, dispositive and investment control over the securities beneficially owned by this selling stockholder. Mr. Sanders is the Chairman of the Executive Committee of Sanders Morris Harris Inc., which is a registered broker-dealer and a member of the NASD. These securities were purchased and are held in the ordinary course of business for the account of Sanders Opportunity Fund, L.P. The securities beneficially owned by this selling stockholder were not acquired from us in the February 9, 2006 private placement. Rather, the selling stockholder is included in this prospectus because it has contractual registration rights.
(21)	Don A. Sanders, the Chief Investment Officer of Sanders Opportunity Fund (Institutional), L.P., has sole voting, dispositive and investment control over the securities beneficially owned by this selling stockholder. Mr. Sanders is the Chairman of the Executive Committee of Sanders Morris Harris Inc., which is a registered broker-dealer and a member of the NASD. These securities were purchased and are held in the ordinary course of business for the account of Sanders Opportunity Fund (Institutional), L.P. The securities beneficially owned by this selling stockholder were not acquired from us in the February 9, 2006 private placement. Rather, the selling stockholder is included in this prospectus because it has contractual registration rights.

PLAN OF DISTRIBUTION

Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the Nasdaq National Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

•  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchases;

•  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•  an exchange distribution in accordance with the rules of the applicable exchange;

•  privately negotiated transactions;

•  settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

•  broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

•  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•  a combination of any such methods of sale; or

•  any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage

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commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.

In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incidental to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

LEGAL MATTERS

The validity of the issuance of shares of the Common Stock offered by this prospectus will be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.

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EXPERTS

The consolidated financial statements and management’s report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated by reference (which report on the consolidated financial statements expresses an unqualified opinion and includes explanatory paragraphs relating to the Company’s change in the method of accounting for stock-based compensation effective January 1, 2006 as discussed in Note 2 to the consolidated financial statements and to the Company’s ability to continue as a going concern as discussed in Note 1 to the consolidated financial statements), and has been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

The documents incorporated by reference into this prospectus are available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference in this prospectus, without charge, upon written or oral request. If you would like to obtain this information from us, please direct your request, either in writing or by telephone, to:

Investor Relations

EpiCept Corporation

777 Old Saw Mill River Road

Tarrytown, NY 10591

(914) 606-3500

We file reports, proxy statements and other information with the SEC. Copies of our reports, proxy statements and other information may be inspected and copied at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. Copies of these materials can also be obtained by mail at prescribed rates from the Public Reference Room of the SEC, 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding EpiCept and other issuers that file electronically with the SEC. The address of the SEC internet site is www.sec.gov. This information is also available on our website at www.epicept.com.

Reports, proxy statements and other information regarding us may also be inspected at:

The National Association of Securities Dealers

1735 K Street, N.W.

Washington, D.C. 20006

We have filed a registration statement on Form S-1 under the Securities Act with the SEC with respect to the shares to be sold hereunder. This prospectus has been filed as part of that registration statement. This prospectus does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement is available for inspection and copying as set forth above.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” in this prospectus certain of the information we file with the SEC. This means we can disclose important information to you by referring you to another document that has been filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, and will modify and supersede the information included in this prospectus to the extent that the information included as incorporated by reference modifies or supersedes the existing information.

The following documents filed by us with the SEC are hereby incorporated by reference:

•  Annual Report on Form 10-K for the fiscal year ended December 31, 2006;

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•  Definitive Proxy Statement on Schedule 14A dated March 2, 2007, relating to our special meeting of stockholders held on April 6, 2007;

•  Definitive Proxy Statement on Schedule 14A, dated April 23, 2007, relating to our annual meeting of stockholders to be held on May 23, 2007;

•  Current Report on Form 8-K filed February 5, 2007;

•  Current Report on Form 8-K filed April 9, 2007;

•  Current Report on Form 8-K filed April 10, 2007;

•  Amended Current Report on Form 8-K filed April 11, 2007;

Copies of these filings are available free of charge by writing to EpiCept Corporation, 777 Old Saw Mill River Road, Tarrytown, New York 10591, Attention: Robert W. Cook, Secretary, or by telephoning us at (914) 606-3500.

Any statement made in this prospectus concerning the contents of any contract, agreement or other document is only a summary of the actual document. You may obtain a copy of any document summarized in this prospectus at no cost by writing to or telephoning us at the address and telephone number given above. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

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5,123,141

Shares of Common Stock

PROSPECTUS

April 30, 2007

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses payable in connection with the registration and distribution of the securities being registered hereunder, all of which will be borne by the Registrant, are as follows. All amounts are estimates, except the SEC registration fee.

Securities and Exchange Commission registration fee	$	1,771.25
Printer expenses	$	2,500.00
Legal fees and expenses	$	30,000.00
Accounting fees and expenses	$	60,000.00
Total	$	94,271.25

ITEM 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (“Section 145”) permits indemnification of officers and directors of a corporation under certain conditions and subject to certain limitations. Section 145 also provides that a corporation has the power to maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145.

Article 6, Section 1, of EpiCept’s Amended and Restated Certificate of Incorporation provides for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent not prohibited by the Delaware General Corporation Law. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. In addition, expenses incurred by a director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of EpiCept (or was serving at EpiCept’s request as a director or officer of another corporation) shall be paid by EpiCept in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by EpiCept as authorized by the relevant section of the Delaware General Corporation Law.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, EpiCept’s Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be personally liable for monetary damages for breach of the directors’ fiduciary duty as directors to EpiCept and its stockholders. This provision in the Certificate of Incorporation does not eliminate the directors’ fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to EpiCept for acts or omission not in good faith or involving international misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of Stock repurchases or redemptions that are unlawful under Section 174 of the Delaware General Corporation Law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

EpiCept intends to enter into indemnification agreements with each of its directors and executive officers and to purchase directors’ and officers’ liability insurance. Generally, the indemnification agreements attempt to provide the maximum protection permitted by Delaware law as it may be amended from time to time. Moreover, the indemnification agreements provide for certain additional indemnification. Under such additional indemnification provisions, an individual will receive indemnification for expenses, judgments, fines and amounts paid in settlement if he or she is found to have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of EpiCept, and, with respect to any criminal action or proceeding, had no reasonable cause to believe

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his or her conduct was unlawful. Notwithstanding anything to the contrary in the indemnification agreement, EpiCept shall not indemnify any such director or executive officer seeking indemnification in connection with any action, suit, proceeding, claim or counterclaim, or part thereof, initiated by such person unless the initiation thereof was authorized in the specific case by the Board of Directors of EpiCept. The indemnification agreements provide for EpiCept to advance to the individual any and all expenses (including attorneys’ fees) incurred in defending any proceeding in advance of the final disposition thereof. In order to receive an advance of expenses, the individual must submit to EpiCept copies of invoices presented to him or her for such expenses. Also, the individual must repay such advances upon a final judicial decision that he or she is not entitled to indemnification.

At present, there is no pending litigation or proceeding involving a director, officer, employee or other agent of EpiCept in which indemnification is being sought, nor is EpiCept aware of any threatened litigation that may result in a claim for indemnification by any director, officer, employee or other agent of EpiCept.

ITEM 16.   EXHIBITS

The following exhibits are filed herewith or incorporated by reference herein:

Exhibit			Description
	**2	.1	Agreement and Plan of Merger, dated as of September 6, 2005, among EpiCept Corporation, Magazine Acquisition Corp. and Maxim Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to Maxim Pharmaceuticals, Inc.’s Current Report on Form 8-K dated September 6, 2005).
	**4	.1	Securities Purchase Agreement, dated as of February 7, 2006, among EpiCept Corporation and the several Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2006 (File No. 000-51290) (the “Form 8-K”)).
	**4	.2	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Form 8-K).
	**4	.3	Registration Rights Agreement, dated as of February 7, 2006, among EpiCept Corporation and the several Purchasers named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K).
	**5	.1	Opinion of Weil, Gotshal & Manges LLP as to the legality of shares of Common Stock being registered.
	*23	.1	Consent of Deloitte & Touche LLP.
	**23	.2	Consent of KPMG LLP.
	**23	.3	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
	**24	.1	Power of Attorney of certain directors and officers of the Registrant (included in signature page of this Registration Statement).

*  Filed herewith.

**  Previously filed.

ITEM 17.   UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no

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more than a 20-percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1993 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424 (b)(2), or (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1993 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the

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following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities to the purchaser; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, EpiCept Corporation has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tarrytown, State of New York, on April 30, 2007.

EPICEPT CORPORATION
By:	/s/ John V. Talley
	John V. Talley
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 30, 2007.

Signature	Title
/s/  John V. Talley John V. Talley	Director, President and Chief Executive Officer (Principal Executive Officer)
* Robert W. Cook	Chief Financial Officer (Principal Financial and Accounting Officer)
* Robert G. Savage	Director
* Gert Caspritz	Director
* Guy C. Jackson	Director
* John Bedard	Director
* Wayne Yetter	Director
* Gerhard Waldheim	Director
/s/  John V. Talley John V. Talley Attorney-in-Fact

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EXHIBIT INDEX

EXHIBITS

The following exhibits are filed herewith or incorporated by reference herein:

Exhibit			Description
	**2	.1	Agreement and Plan of Merger, dated as of September 6, 2005, among EpiCept Corporation, Magazine Acquisition Corp. and Maxim Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to Maxim Pharmaceuticals, Inc.’s Current Report on Form 8-K dated September 6, 2005).
	**4	.1	Securities Purchase Agreement, dated as of February 7, 2006, among EpiCept Corporation and the several Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2006 (File No. 000-51290) (the “Form 8-K”)).
	**4	.2	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Form 8-K).
	**4	.3	Registration Rights Agreement, dated as of February 7, 2006, among EpiCept Corporation and the several Purchasers named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K).
	**5	.1	Opinion of Weil, Gotshal & Manges LLP as to the legality of shares of Common Stock being registered.
	*23	.1	Consent of Deloitte & Touche LLP.
	**23	.2	Consent of KPMG LLP.
	**23	.3	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
	**24	.1	Power of Attorney of certain directors and officers of the Registrant (included in signature page of this Registration Statement).

*  Filed herewith.

**  Previously filed.