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~~2008 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

		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)

Commission file number 0-26775

~~101~~Samaritan ~~Convention Center Drive~~Pharmaceuticals, ~~Suite~~Inc. ~~310,~~(Exact ~~Las~~name ~~Vegas,~~of ~~Nevada~~registrant ~~89109~~as ~~(Address~~specified ofin ~~Principal~~its ~~Executive Offices~~charter) ~~(Zip Code)~~

(702) 735-7001
Nevada		88-0431538
Issuer's telephone number
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)
Securities to be registered Pursuant to Section 12(b) of the Act:	None

2877 Paradise Road, Suite 801, 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. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes |X| No|_|

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 aggregate ~~Company~~market ~~had~~value of Common Stock held by non-affiliates as of June 30,~~762~~ 2008 was $8,~~672~~361,844. ~~common~~All ~~shares~~executive ~~issued~~officers and ~~outstanding~~directors asof the registrant have been deemed, solely for the purpose of ~~March~~the 27foregoing calculation, ~~2008~~to be "affiliates" of the registrant.

The Company had 36,390,265 common shares issued and outstanding as of May 25, 2009.

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.

Table of Contents

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Part II
Item 5.	Market For Registrant's Common Equity, Related Stockholder Matters and Issuer's Purchases of Equity Securities	16
Item 6.	Selected Financial Data	17
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A (T).	Controls and Procedures	32
Item 9B.	Other Information	33
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence	48
Item 14.	Principal Accounting Fees and Services	49
Part IV
Item 15.	Exhibits, Financial Statement Schedules	51
	Signatures	55

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 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.

During 2008, we significantly reduced our ongoing expenses due to the inability of the Company to raise funds on favorable terms. Additionally in 2008, Samaritan signed a worldwide exclusive agreement with Taconic Farms to commercialize "The Samaritan Alzheimer's Rat Model." The "forgetful" rat model is a research tool used by scientists to study the effectiveness of their new drugs to treat Alzheimer's disease.

In 2009, we are seeking to raise additional funds. We are currently operating the Company in a manner that we believe maximizes the value of our business for our creditors and stockholders by focusing on marketing and sales in our territories, as well as continuing our research programs and looking for additional ways to reduce our operating expenses. If we are unable to resolve our situation to raise sufficient additional funds, we would be required to further reduce operating expenses, by, among other things, curtailing significantly or delaying or eliminating part or all of our development programs or scaling back our commercial operations.

For further discussion of our business and operations, please see the section entitled, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 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, AMPHOCIL(R), CAPHOSOL(R), COLLATAMP(R), ERWINASE(R), KIDROLASE(R), MEPIVAMOL(R), METHADONE(R), MORPHINE SULPHATE(R), NALOXONE(R), NALTREXONE(R), ORAMORPH(R), PETHIDINE(R), and RAPYDAN(R) are covered by trademark and patents by their respective owners.

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. Our trademarks for our marketed products are not included in the table below, since they are trademarked by our partners.

PATENT SUMMARY TABLE				TRADEMARK SUMMARY TABLE
Item	Issued	Pending	Total	Item	Issued	Pending	Total
US Patents	13	25	38	US Trademarks	3	0	3
Foreign Patents	33	71	104	Foreign Trademarks	1	0	1
Total	46	90	142	Total	4	0	4

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.

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.

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

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.

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.

~~PART~~Following such Iinspections, 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.

~~ITEM~~In addition, 1.the ~~BUSINESS~~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.

~~Samaritan Pharmaceuticals, Inc. (including the subsidiaries, referred~~ Failure to ascomply ~~Samaritan,~~with ~~the~~FDA ~~"Company",~~and ~~"its",~~other ~~"we",~~governmental ~~and~~regulations ~~"our"),~~can ~~formed~~result in ~~September 1994~~fines, unanticipated iscompliance ~~an entrepreneurial biopharmaceutical company~~expenditures, ~~focused~~recall onor ~~commercializing~~seizure ~~innovative~~of ~~therapeutic~~ products, tototal ~~relieve~~or partial ~~the~~suspension ~~suffering~~ of ~~patients~~production ~~with~~and/or ~~Alzheimer's disease; cancer; cardiovascular disease~~distribution, ~~HIV,~~suspension ~~and~~of ~~Hepatitis~~the C;FDA’s review asof ~~well as~~NDAs, ~~commercializing~~injunctions ~~its acquired marketing~~ and ~~sales~~criminal ~~rights,~~prosecution. toAny ~~sell~~of ~~fifteen~~these ~~(15)~~actions ~~marketed~~could have ~~revenue-generating~~a ~~products,~~material inadverse ~~Greece,~~effect ~~and/or~~on ~~various Eastern European countries~~us.

~~Samaritan~~For marketing ~~has~~outside ~~partnered~~the ~~its~~United ~~oral~~States, ~~entry~~we ~~inhibitor~~also ~~HIV~~are ~~drug~~subject ~~SP-01A,~~to aforeign ~~drug~~regulatory requirements ~~that~~governing ~~has~~human ~~demonstrated~~clinical ~~safety~~trials and ~~efficacy,~~marketing inapproval ~~Phase~~for pharmaceutical IIproducts. ~~clinical~~The requirements governing the conduct of clinical trials, ~~with~~product ~~Pharmaplaz~~approval, ~~Ireland~~pricing toand ~~advance~~reimbursement tovary ~~Phase~~widely ~~III~~from ~~clinical~~country ~~trials~~to country. InWhether ~~addition~~or not FDA approval has been obtained, ~~Samaritan~~approval ~~aims~~of toa ~~commercialize~~product ~~three~~by the ~~(3)~~comparable ~~market~~regulatory ~~drug~~authorities ~~candidates~~of ~~with~~foreign ~~late-stage~~countries ~~preclinical~~must ~~development~~be ~~programs~~obtained before manufacturing or marketing the product in those countries. ~~Samaritan~~The isapproval process ~~evaluating~~varies from country to country and the ~~use~~time ofrequired ~~Caprospinol,~~for ~~SP-233~~such approvals may differ substantially from that required for FDA approval. We cannot assure you that clinical trials conducted in ~~Alzheimer's~~one ~~disease~~country ~~patients;~~will ~~the~~be ~~use~~accepted ofby ~~SP-1000~~other countries ~~with~~or ~~acute~~that ~~coronary~~approval ~~disease~~in ~~patients;~~one ~~and~~country will result in approval in any other country. For clinical trials conducted outside the ~~use~~United ofStates, ~~SP-30~~the asclinical stages anare ~~"oral~~generally ~~treatment"~~comparable ~~for~~to ~~Hepatitis~~the Cphases ~~patients~~of clinical development established by the FDA.

~~Commercialization~~In ~~Business~~the United ~~Model~~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.

~~Our~~Reimbursement systems ~~commercialization~~in ~~business~~international ~~model~~markets isvary ~~focused~~significantly ~~dually~~by ~~on,~~country ~~the partnering of our promising innovative products to pharmaceutical companies;~~ and, ~~the~~within ~~acquisition~~some countries, ofby ~~the marketing and sales rights to revenue-generating marketed products for sales in Greece and Eastern Europe~~region. ~~This~~Reimbursement ~~model~~approvals ~~allows~~must ~~Samaritan~~be toobtained ~~focus~~ on ~~our~~a country-by-country ~~core competencies in drug discovery and drug development~~basis. ~~Samaritan~~In ~~seeks~~many toforeign ~~bring~~markets, ~~its~~including ~~promising~~markets ~~innovative~~in ~~therapeutics~~which towe anticipate ~~Phase~~selling IIour ~~proof of concept clinical trials~~products, ~~and~~the ~~partner~~pricing ~~compelling~~of ~~drugs~~prescription ~~before~~pharmaceuticals ~~costly~~is subject ~~Phase~~to ~~III~~government ~~clinical~~pricing ~~trials~~control. ~~Potential~~In ~~revenue~~these ~~streams with this model could include up-front fees~~markets, ~~milestone~~once ~~payments, and participation in the~~ marketing ~~success~~approval is ~~of partnered products through royalties. In addition~~received, ~~Samaritan~~pricing ~~licenses~~negotiations ~~branded~~could ~~approved~~take ~~specialty~~another ~~drug~~six ~~products,~~to ~~and~~twelve ~~its~~months ~~sales~~or longer. ~~and~~As ~~marketing force, registers and commercializes specialty drugs~~ in the ~~niche~~United ~~territories~~States, ~~of Greece and Eastern Europe to generate revenue with~~ the ~~goal~~lack of ~~eventually~~satisfactory ~~sustaining~~reimbursement ~~the~~or inadequate ~~Company.~~government ~~Our~~pricing ~~business~~of ~~model~~our isproducts ~~entirely~~would ~~focused~~limit ontheir ~~achieving~~widespread ~~growth~~ use and ~~maximizing~~lower ~~value~~potential ~~for~~product ~~the benefit of our investors~~revenues.

~~Marketed~~Federal, state ~~Products~~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.

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.4

~~ABIOKLAD(R)~~Competition

~~ABIOKLAD(R)~~The biotechnology ~~(Disodium~~and ~~Clodronate)~~pharmaceutical isindustries aare ~~bisphosphonate~~characterized ~~that~~by ~~binds~~rapidly evolving totechnology ~~calcium~~ and ~~inhibits~~intense ~~osteoclastic~~competition. ~~bone~~Our ~~resorption~~competitors include pharmaceutical, ~~crystal~~chemical ~~formation~~and biotechnology companies, many of which have financial, technical and ~~dissolution~~marketing resources significantly greater than ours. In addition, ~~resulting~~many inspecialized abiotechnology ~~reduction~~companies have formed collaborations with large, established companies to support research, development and commercialization of ~~bone~~products ~~turnover~~that may be competitive with ours. ~~ABIOKLAD(R)~~Academic institutions, isgovernmental ~~indicated~~agencies ~~for~~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 ~~control~~basis of ~~malignancy-associated~~product ~~hypercalcemia~~efficacy, ~~(high~~safety, patient ~~levels~~convenience, ofreliability ~~calcium~~and inpatent ~~blood)~~position. In addition, the ~~inhibition~~first product ofto ~~osteolysis~~reach ~~(degeneration~~the ofmarket ~~bone~~in ~~tissue)~~a ~~resulting~~therapeutic ~~malignant~~or ~~tumors~~preventive ~~and~~area is often at a significant competitive advantage relative to later entrants to the ~~decrease~~market. ofOur competitive ~~bone~~position ~~pain~~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.

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.Seasonality

~~Currently~~Our business is generally not seasonal, ~~Samaritan~~however, ~~Pharmaceuticals~~sales isand ~~utilizing~~earnings ~~the~~in USour ~~FDA~~third quarter ~~approved~~are ~~regulatory~~usually ~~file~~flat into ~~preparing~~down ~~marketing~~sequentially ~~applications~~primarily ~~for~~because ~~ABIOKLAD(R)~~there ~~with~~are ~~regulatory~~a large ~~authorities~~number of holidays and vacations during the quarter in ~~Greece~~Europe. Our fourth quarter sales and ~~Cyprus~~earnings are often the highest in the fiscal year compared to the ~~gain~~other ~~country~~three ~~marketing~~quarters, ~~authorization~~primarily ~~drug~~because ~~approval~~many of our customers tend to spend budgeted money before their own fiscal year’s end.

4Employees

~~AMPHOCIL~~As of December 31, 2008, we have eight (R8) 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.

~~AMPHOCIL(R)~~A significant isnumber ~~a lipid form~~ of ~~amphotericin~~our Bmanagement ~~indicated~~and ~~for~~professional ~~the~~employees ~~treatment~~have ofhad experience ~~invasive~~with ~~aspergillosis~~pharmaceutical, abiotechnology ~~life~~or ~~threatening~~medical ~~systemic~~product ~~fungal infection~~companies. While ~~AMPHOCIL(R)~~we ishave ~~indicated~~been ~~for~~successful ~~the~~in ~~treatment~~attracting ofskilled ~~severe systemic~~ and~~/or~~ ~~deep~~experienced ~~mycoses~~scientific personnel, inthere ~~cases~~can ~~where~~be ~~toxicity~~no orassurance ~~renal~~that ~~failure~~we ~~precludes~~will ~~the~~be ~~use~~able ofto ~~conventional~~attract ~~amphotericin~~or Bretain the innecessary ~~effective~~qualified ~~doses,~~employees and/or consultants in ~~cases~~the ~~where prior systemic antifungal therapy has failed~~future. ~~Fungal~~None ~~infections~~of ~~successfully~~our employees ~~treated~~are ~~with~~covered ~~AMPHOCIL(R)~~by ~~include~~collective ~~disseminated~~bargaining ~~candidiasis~~agreements and ~~aspergillosis.~~we ~~AMPHOCIL(R)~~consider relations ~~has~~with ~~been~~our ~~used~~employees ~~successfully~~to inbe ~~severely neutropenic patients~~good.

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.Available Information

~~Currently~~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, ~~Samaritan~~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 ~~marketing~~ ~~AMPHOCIL(R)~~electronically infiled ~~Greece~~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.

~~ELAPRASE(R)~~ITEM 1A. RISK FACTORS

~~ELAPRASE(R)~~You should iscarefully aconsider ~~human~~the ~~enzyme~~risks ~~replacement~~described ~~therapy~~below ~~for~~before ~~the~~purchasing ~~treatment~~our ofCommon Stock. ~~Hunter~~Our ~~syndrome~~most significant risks and uncertainties are described below; however, ~~also~~they ~~known~~are asnot ~~Mucopolysaccharidosis~~the IIonly ~~(MPS~~risks ~~II)~~we face. ~~Hunter~~If ~~syndrome~~any isof athe ~~rare~~following risks actually occur, ~~life-threatening~~our ~~genetic~~business, financial condition, ~~that~~or results ~~from~~of ~~the~~operations could ~~absence~~be ormaterially ~~insufficient~~adversely ~~levels~~affected, of the ~~lysosomal~~trading ~~enzyme~~of ~~iduronate-2-sulfatase.~~our ~~Without~~Common ~~this~~Stock ~~enzyme~~could decline, ~~cellular~~and ~~waste~~you ~~products~~may ~~accumulate~~lose inall ~~tissues~~or ~~and~~part ~~organs,~~of ~~which~~your ~~then~~investment ~~begin~~therein. You should acquire shares of our Common Stock only if you can afford to ~~malfunction~~lose your entire investment.

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 2006.5

OnRISKS ASSOCIATED ~~December~~WITH ~~19,~~OUR 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.BUSINESS

~~Currently,~~The Current ~~Samaritan~~Credit isand ~~marketing~~Financial ~~ELAPRASE(R)~~Market inConditions ~~Greece~~May Exacerbate Certain Risks Affecting Our Business.

~~ERWINASE(R)~~Increased concerns about credit markets, consumer confidence, economic conditions, volatile corporate profits and reduced capital spending could negatively impact demand for our products. We may experience in the future, reduced demand for our products because of the uncertainty in the general economic environment in which our customers and we operate. The current tightening of credit in financial markets may adversely affect the ability of our customers and suppliers to obtain financing, which could result in a decrease in, or deferrals or cancellations of, the sale of our products. If global economic and market conditions, or economic conditions in the United States, remain uncertain or persist, spread, or deteriorate further, we may experience a material adverse effect on our business, operating results and financial condition. Unstable economic, political and social conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions persist, our business, financial condition and results of operations could suffer. We cannot project the extent of the impact of the economic environment specific to our industry.

~~ERWINASE(R)~~Our Quarterly isRevenues ~~indicated~~Will ~~for~~Likely ~~the~~Be ~~treatment~~Affected ofBy ~~Acute~~Various ~~Lymphoblastic Leukemia (ALL). Asparagine is an amino acid that is essential for cell growth; it is produced by most cells~~Factors, ~~but~~Including ~~not~~The Timing ~~all~~Of ~~blood~~Purchases ~~cells.~~By ~~Mutated~~Customers ~~(cancer)~~and ~~cells~~The inSeasonal ~~ALL~~Nature ~~rely~~Of onPurchasing ~~asparagine circulating~~ in ~~the blood for growth~~ Europe. ~~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.~~

OnOur quarterly ~~March~~revenues ~~10,~~will ~~2008~~likely be affected by various factors, ~~Samaritan~~including ~~signed~~the seasonal annature ~~exclusive~~of ~~agreement~~purchasing ~~with~~in ~~EUSA~~Europe. ~~for~~Our ~~the~~revenues ~~marketing~~may ~~and~~vary ~~distribution~~from quarter to quarter due to a number of ~~the~~factors, including new product ~~Erwinase(R)~~introductions, expiration inof ~~Greece~~distribution ~~and~~agreements, ~~Cyprus.~~the ~~Erwinase(R)~~release isof angrant ~~approved~~and ~~FDA~~budget ~~prescription~~funding, future ~~product~~acquisitions and isour ~~owned~~substantial bysales ~~EUSA~~to ~~Pharma.~~European ~~and~~customers, ~~marketed~~who byin summer ~~EUSA~~months ~~Pharma~~often defer purchases. In particular, delays or reduction in purchase orders from the Upharmaceutical and biotechnology industries could have a material adverse effect on us and could adversely affect our stock price.S.

~~Currently,~~The Failure ~~Samaritan~~Of ~~Pharmaceuticals~~Any isBanking ~~utilizing~~Institution ~~the~~In USWhich ~~FDA~~We ~~approved~~Deposit ~~regulatory~~Our ~~file~~Funds inOr ~~preparing~~The ~~marketing~~Failure Of ~~applications~~Such ~~for~~Banking ~~Erwinase®~~Institution ~~with~~To ~~regulatory~~Provide ~~authorities~~Services inIn ~~Greece~~The ~~and~~Current ~~Cyprus~~Economic Environment toCould ~~gain~~Have ~~country~~A ~~marketing~~Material ~~authorization~~Adverse ~~drug~~Effect ~~approval~~On Our Results Of Operations, Financial Condition Or Access To Borrowings.

~~INFASURF(R)~~The capital and credit markets have been experiencing extreme volatility and disruption. In recent months, the volatility and disruption have reached unprecedented levels. In some cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers, as well as pressured the solvency of some financial institutions. Some of these financial institutions, including banks, have had difficulty performing regular services and in some cases have failed or otherwise been largely taken over by governments. We deposit our cash and cash equivalents with a number of financial institutions around the world. Should some or all of these financial institutions fail or otherwise be unable to timely perform requested services, we would likely have a limited ability to quickly access our cash deposited with such institutions. If we are unable to quickly access such funds, we may need to increase our use of our existing credit lines or access more expensive credit, if available. If we are unable to access some or all of our cash on deposit, either temporarily or permanently, or if we access existing or additional credit or are unable to access additional credit, it could have a negative impact on our operations, including our reported net income, or our financial position, or both.

~~INFASURF(R)~~We May ~~treats~~Not ~~and~~Realize ~~prevents~~The ~~Respiratory~~Expected ~~Distress~~Benefits ~~Syndrome~~From ~~(RDS).~~Acquisitions ~~This~~Due ~~syndrome~~To ~~occurs~~Difficulties Integrating ~~when~~The ~~infants lack surfactant~~Businesses, aOperations ~~natural~~And ~~substance~~Product ~~normally produced in the body, which is necessary for lungs to function normally~~Lines. ~~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.~~

OnOur ability ~~January~~to ~~16,~~achieve ~~2007,~~the ~~Samaritan~~benefits ~~signed~~of anacquisitions ~~exclusive~~depends ~~agreement~~in ~~with~~part ~~Siraeo,~~on ~~Ltd for~~ the integration ~~marketing~~ and ~~distribution~~leveraging of ~~the product INFASURF(R) in Turkey~~technology, ~~Serbia~~operations, ~~Bosnia,~~sales ~~Macedonia,~~and ~~Albania,~~marketing channels ~~Egypt~~ and ~~Syria~~personnel. ~~INFASURF(R)~~The isintegration anprocess ~~approved~~is ~~FDA~~a ~~prescription~~complex, ~~product~~time-consuming ~~owned~~and expensive byprocess ~~ONY,~~and ~~Inc.~~may ~~and~~disrupt ~~marketed~~our bybusiness ~~Forest~~if ~~Laboratories~~not completed in ~~the~~a Utimely and efficient manner.S.

~~Currently,~~We ~~Samaritan~~may have ~~Pharmaceuticals~~difficulty issuccessfully ~~utilizing~~integrating the USacquired ~~FDA~~businesses, ~~approved~~the ~~regulatory~~domestic and ~~file~~foreign inoperations ~~preparing~~or ~~marketing~~the ~~applications~~product ~~for~~lines, ~~INFASURF(R)~~and ~~with~~as ~~regulatory~~a ~~authorities~~result, inwe ~~Turkey,~~may ~~Serbia,~~not ~~Bosnia,~~realize any Fof the anticipated benefits of the acquisitions.~~Y.R.O.M.,~~ ~~Albania~~Additionally, ~~Egypt~~we cannot assure that our growth rate will equal the growth rates that have been experienced by us and ~~Syria~~the toacquired ~~gain~~companies, ~~country~~respectively, ~~marketing~~operating ~~authorization~~as separate ~~drug~~companies ~~approval~~in the past.

~~KIDROLASE(R)~~Attractive Acquisition Opportunities May Not Be Available To Us In The Future.

~~KIDROLASE(R)~~We iswill consider ~~indicated in~~ the ~~treatment~~acquisition of ~~Acute~~other ~~Lymphoblastic Leukemia~~businesses. ~~Asparagine~~However, iswe anmay ~~amino~~not ~~acid~~have ~~that~~the opportunity isto ~~essential~~make ~~for~~suitable ~~cell~~acquisitions on favorable terms in the future, which could negatively impact the growth; itof isour ~~produced~~business. byIn ~~most~~order ~~cells~~to pursue such opportunities, ~~but~~we may require significant additional financing, which may not ~~all~~be ~~blood~~available ~~cells~~to us on favorable terms, if at all. ~~Mutated~~The ~~(cancer)~~availability ~~cells~~of insuch financing ~~ALL~~is ~~rely~~limited onby ~~asparagine~~the ~~circulating~~recent intightening of the ~~blood~~global ~~for~~credit ~~growth~~markets. ~~L-Asparaginase~~We expect isthat anour ~~enzyme~~competitors, ~~that~~many ~~lowers~~of ~~circulating~~which ~~asparagine~~have ~~levels~~significantly ingreater ~~the~~resources than ~~blood~~we ~~thereby~~do, ~~depriving~~will ~~the~~compete ~~mutated~~with ~~blood~~us ~~cells~~to ofacquire ~~asparagine~~compatible ~~and~~businesses. ~~inhibiting~~This competition ~~their~~could ~~growth~~increase prices for acquisitions that we would likely pursue.

OnIf Our ~~March~~Goodwill ~~10,~~Or ~~2008,~~Intangible ~~Samaritan~~Assets ~~signed~~Become anImpaired, ~~exclusive~~We ~~agreement~~May ~~with~~Be ~~EUSA~~Required ~~for~~To ~~the~~Record A ~~marketing~~Significant ~~and~~Charge ~~distribution~~To ~~of the product Kidrolase(R) in Greece and Cyprus~~Earnings. ~~Kidrolase(R) is an approved FDA prescription product and is owned by EUSA Pharma and marketed by EUSA Pharma, in the U.S.~~

~~Currently,~~Under accounting ~~Samaritan~~principles ~~Pharmaceuticals~~generally isaccepted ~~utilizing~~in the USUnited ~~FDA~~States, ~~approved~~we ~~regulatory~~review ~~file~~our intangible assets for impairment when events or changes in ~~preparing~~circumstances indicate ~~marketing~~the ~~applications~~carrying value may not be recoverable. Goodwill is required to be tested for ~~Kidrolase(R)~~impairment ~~with~~at ~~regulatory~~least ~~authorities~~annually. Factors that may be considered a change in ~~Greece~~circumstances indicating that the carrying value of our goodwill or other intangible assets may not be recoverable include declines in our stock price and market ~~Cyprus~~capitalization or future cash flows projections. We may be required to record ~~gain~~a ~~country~~significant ~~marketing~~charge ~~authorization~~to ~~drug~~earnings ~~approval~~in our financial statements during the period in which any impairment of our goodwill or other intangible assets is determined.

~~MEPIVAMOL(R)~~Currency Exchange Rate Fluctuations May Have A Negative Impact On Our Reported Earnings.

~~MEPIVAMOL(R)~~We conduct ~~(Mepivacaine)~~business in functional currencies other than the U.S. dollar, which is our anreporting ~~effective~~currency. As a result, currency fluctuations among the U.S. dollar and ~~reliable~~the ~~local~~currencies ~~anesthetic~~in ofwhich ~~intermediate~~we ~~duration~~do business have caused and ~~low~~will ~~systemic~~continue ~~toxicity~~to cause foreign currency transaction gains and losses. ItCurrently, iswe ~~widely~~attempt ~~used~~to manage ~~for~~foreign ~~regional~~currency ~~anesthetic~~risk ~~procedures~~through ~~such~~the asmatching ~~IVRA,~~of ~~infiltration,~~assets ~~epidural~~and ~~blockade~~liabilities. In the future, ~~plexus~~we ~~and~~may ~~peripheral~~undertake ~~nerve~~to ~~blockade~~manage foreign currency risk through additional hedging methods. ~~MEPIVAMOL(R)~~We isrecognize ~~approved~~foreign bycurrency gains or losses arising from our operations in the ~~Italian~~period ~~Ministry~~incurred. ofWe ~~Health~~cannot ~~(The~~guarantee ~~equivalent~~that towe will be successful in managing foreign currency risk or in predicting the USeffects ~~FDA)~~of exchange ~~and~~rate isfluctuations ~~owned~~upon byour ~~Molteni~~future ~~Farmaceutici,~~operating ~~Inc.~~results ~~and~~because ~~marketed~~of bythe number ~~Molteni~~of ~~Farmaceutici~~currencies involved, ~~Inc.~~the invariability ~~Italy~~of currency exposure and the potential volatility of currency exchange rates.

OnWe Have ~~January~~A 1,Limited ~~2007,~~Operating ~~Samaritan~~History ~~entered~~With ~~into~~Significant anLosses ~~exclusive~~And ~~licensing~~Expect ~~agreement~~Losses ~~with~~To Continue ~~Molteni~~In ~~Farmaceutici~~The ~~for~~Near ~~the marketing and distribution of MEPIVAMOL(R) in the countries of Greece and Cyprus.~~ Future

~~Currently~~We have yet to establish any history of profitable operations. We have incurred annual operating losses of $6,267,169 ~~Samaritan~~and ~~Pharmaceuticals~~$3,025,998 isduring ~~utilizing~~the years ended December 31, 2008 and 2007 respectively. As a result, at December 31, 2008, we had an accumulated deficit since exiting development stage at December 31, 2007 of $6,267,169 and an accumulated development stage deficit of $44,335,140. To date, our revenues have not been sufficient to sustain our operations. Our profitability will require the ~~Italian~~successful ~~Ministry~~commercialization of ~~Health~~one ~~approved~~or ~~regulatory~~more ~~file~~drugs for our territories in ~~preparing~~Eastern ~~marketing~~Europe ~~applications~~as ~~for~~well ~~MEPIVAMOL(R)~~as ~~with~~the ~~regulatory~~out-licensing ~~authorities~~of our internal development programs in ~~Greece~~Alzheimer's, cancer, cardiovascular disease, and ~~Cyprus~~infectious diseases. The Company has in-licensed products to be ~~gain~~marketed ~~country~~and ~~marketing~~distributed ~~authorization~~in ~~drug~~our ~~approval~~Eastern Europe territories. No assurances can be given when this will occur or when we will become profitable.

~~METHADONE~~We Will ~~HCL(R)~~Need Additional Capital In The Future, But Our Access To Such Capital Is Uncertain. Failure To Access Such Capital May Cause Us To Cease Operations.

~~METHADONE~~Our current ~~HCL~~resources are insufficient to fund all of our planned development and commercialization efforts. As of December 31, 2008, we have a working capital deficiency of $5,588,759 and we had cash, and cash equivalents, of approximately $105,641. On March 28, 2007, Samaritan and Pharmaplaz, a private Irish Healthcare company and a shareholder of Samaritan, signed an agreement (Rthe "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement, Pharmaplaz is anrequired ~~opiate~~to ~~agonist~~pay Samaritan $10 million upfront. ~~METHADONE~~To ~~HCL(R)~~date, under ~~prevents~~the ~~heroin~~Pharmaplaz orAgreement, ~~morphine~~the amount of funds received from ~~interacting~~Pharmaplaz ~~with~~is $2.15 ~~receptors~~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 ~~natural~~943,291 ~~painkillers~~(split-adjusted) ~~called~~shares ~~endorphins~~of Samaritan Pharmaceuticals to guarantee the balance of the $7.85 million. On May 15, ~~blocking~~2007, the ~~effects~~amount of shares pledged was worth $1,300,742. On December 31, 2008, the ~~addictive~~last ~~drugs~~reported market sale price of our Common Stock was $0.07 and ~~reducing~~the value of the ~~physical~~stock pledge ~~cravings~~was $66,030. ~~METHADONE~~As ~~HCL(R)~~a result of Pharmaplaz's failure to timely pay the remaining balance of 7.85 million, Pharmaplaz is ~~approved~~not byin compliance with the terms ~~Italian~~of ~~Ministry~~the Pharmaplaz Agreement. No payments were received in 2008. During the year 2008, the Company reserved a $3,451,742 note receivable to doubt about collection of ~~Health~~the ~~(The~~note. Samaritan recognizes ~~equivalent~~Pharmaplaz’s intention is to pay the USremaining ~~FDA)~~balance and its failure is ~~owned~~due byto ~~Molteni~~an ~~Pharmaceuticals,~~economic ~~Inc~~slowdown in Ireland. ~~and~~Samaritan ~~marketed~~will bycontinue ~~Molteni~~to work ~~Farmaceutici,~~with ~~Inc.~~Pharmaplaz into ~~Italy~~collect the past due remaining balance.

~~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.~~7

~~Currently,~~At ~~METHADONE~~our current ~~HCL(R)~~level ~~can~~of ~~only~~expenditures beand ~~sold~~profits from our sales in ~~Greece~~Eastern Europe, our cash resources are not adequate to meet our requirements into 2009. Our capital needs will depend on many factors, including our research and ~~Cyprus~~development activities, ~~via~~the ascope ~~centralized~~and ~~government~~timing ~~tender~~of our clinical trial programs, the timing of regulatory approval for our products under development and the successful commercialization of our products. ~~Samaritan~~Our isneeds 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, afiling, ~~tender~~prosecuting, ~~application~~maintaining ~~for~~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 ~~next~~establishment ~~request~~of new collaboration and licensing arrangements and the cost of manufacturing scale-up and development of marketing activities, if undertaken by ~~Greek~~us. ~~authorities~~We ~~for~~do ~~applications~~not have committed external sources of funding. If adequate funds are not available, we may be required to:

~~MORPHINE~~· ~~SULPHATE(R)~~delay, reduce the scope of, or eliminate one or more of our research and development programs;

~~MORPHINE~~· ~~SULPHATE(R)~~obtain ~~(Injectable~~funds ~~Formulation)~~through ~~relieves~~arrangements ~~moderate~~with tocollaboration ~~severe~~partners ~~pain~~or byothers ~~binding~~that ~~to brain receptors. Morphine Sulphate~~ may berequire ~~used~~us to ~~control~~relinquish ~~the~~rights ~~pain~~to ~~following surgery~~technologies, ~~child~~product ~~birth,~~candidates ~~and~~or ~~other~~products ~~procedures.~~that Itwe ~~may~~would ~~also~~otherwise beseek ~~used~~ to ~~treat~~retain ~~the~~in ~~pain~~order ~~associated~~to ~~with~~develop ~~cancer,~~or ~~heart~~commercialize ~~attacks,~~them ~~sickle cell disease and other medical conditions.~~ourselves;

On· ~~January~~license 1,rights ~~2007~~to technologies, ~~Samaritan~~product ~~entered~~candidates ~~into~~or anproducts ~~exclusive~~on ~~licensing~~terms ~~agreement~~that ~~with~~are ~~Molteni~~less ~~Farmaceutici~~favorable ~~for~~to ~~the~~us ~~marketing~~than ~~and~~might ~~distribution~~otherwise ofbe ~~MORPHINE~~available; ~~SULPHATE(R) in the countries of Greece and Cyprus.~~or

~~Currently,~~We ~~MORPHINE~~intend to ~~SULPHATE(R)~~actively ~~can~~seek ~~only~~new befinancing ~~sold~~from intime ~~Greece~~to ~~and~~time ~~Cyprus~~to ~~via~~provide afinancial ~~centralized~~support for ~~government~~our ~~tender~~activities. ~~Samaritan~~If ~~has~~we ~~prepared~~raise aadditional ~~tender~~funds ~~application~~by ~~for~~issuing ~~the~~additional ~~next~~stock, further ~~request~~dilution byto ~~Greek~~our ~~authorities~~stockholders ~~for~~may ~~applications.~~result, ~~Samaritan~~and ~~has~~new ~~received~~investors ~~its~~could ~~first~~have rights ~~tender~~superior ~~purchase~~to ~~order~~existing ofstockholders. ~~Morphine~~If ~~Sulfate~~funding ~~from~~is insufficient at any time in the ~~Institute~~future, we may be unable to develop or commercialize our products, take advantage of ~~Pharmaceutical~~business ~~Research~~opportunities ~~and~~or ~~Technology~~respond ~~(IFET)~~to competitive pressures, which could have a material adverse effect on our business.

~~NALOXONE~~Our Independent ~~MOLTENI(R)~~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.

~~NALOXONE~~The Company’s ~~MOLTENI(R)~~independent isregistered public accounting firm has issued an unqualified ~~opioid~~opinion ~~antagonist~~with ~~which~~an ~~reverses~~explanatory paragraph, to the ~~effects~~effect ofthat ~~opioid~~there ~~overdose,~~is substantial ~~for~~doubt ~~example~~about ~~heroin~~the ~~and~~Company’s ~~morphine~~ability ~~overdose~~to continue as a going concern. This ~~Specifically,~~unqualified ~~Naloxone~~opinion iswith ~~used~~an inexplanatory ~~opioid~~paragraph ~~overdoses~~could ~~for~~have ~~countering~~a ~~life-threatening~~material adverse ~~depression~~effect ofon the ~~central~~business, ~~nervous~~financial ~~system~~condition, results of operations and cash ~~respiratory~~flows ~~system~~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 aggregate accumulated deficit of $50,602,309 through December 31, 2008, comprised of both development stage losses and the 2008 post-development loss. For the year ended December 31, 2008 and 2007, the Company incurred net losses of $6,267,169 and $3,025,998, respectively and used cash flows from operations of $204,557 and $1,347,122, respectively. As of December 31, 2008, the Company had a working capital deficiency of $5,588,759. 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.

~~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.~~8

We have ~~Currently,~~no ~~NALOXONE(R)~~committed ~~will~~sources beof ~~sold~~capital and ~~distributed~~do bynot ~~Samaritan~~know whether additional financing will be available when needed on aterms ~~named~~that ~~patient~~are ~~basis~~acceptable, ~~until~~if ~~the~~at ~~pricing~~all. ~~and~~Our current lack of resources is exacerbated by our inability to date to collect the remaining ~~reimbursement~~balance from Pharmaplaz. The addition of ~~NALOXONE(R)~~this isgoing ~~established~~concern instatement from ~~Greece~~our ~~and~~independent ~~Cyprus,~~registered public accounting firm may discourage some ~~with~~investors ~~the~~from ~~relevant~~purchasing ~~regulatory~~our ~~authorities~~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 ~~NALTREXONE~~raise ~~MOLTENI(R)~~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 ~~NALTREXONE~~We ~~MOLTENI(R)~~Do isNot anReceive ~~opioid~~And ~~antagonist~~Maintain ~~which~~Regulatory isApprovals ~~used~~For toOur ~~help~~Products ~~people~~Or ~~who~~Product Candidates, ~~have~~We aWill ~~narcotic~~Not orBe ~~alcohol~~Able ~~addiction~~To ~~stay~~Commercialize ~~drug~~Our ~~free.~~Products, ~~NALTREXONE~~Which ~~MOLTENI(R) is used after the patient has~~Would ~~stopped~~Substantially ~~taking~~Impair ~~drugs~~Our orAbility ~~alcohol.~~To ItGenerate ~~works~~Revenues byAnd ~~blocking~~Materially ~~the~~Harm ~~effects~~Our Business ofAnd ~~narcotics~~Financial ~~or by decreasing the craving for alcohol~~Condition.

Approval ~~NALTREXONE~~from ~~MOLTENI(R)~~the FDA is ~~approved~~necessary byto ~~the~~manufacture ~~Italian~~and ~~Ministry~~market ofpharmaceutical ~~Health~~products (in the United States. The ~~equivalent~~regulatory toapproval ~~the~~process USis ~~FDA)~~extensive, time-consuming and iscostly, ~~owned~~and bythe ~~Molteni~~FDA ~~Farmaceutici~~may not approve additional product candidates, ~~Inc.~~or ~~and~~the timing ~~marketed~~of byany ~~Molteni~~such ~~Farmaceutici,~~approval may not be appropriate for our product launch ~~Inc.~~schedule inand ~~Italy~~other business priorities, which are subject to change.

Clinical Ontesting ~~January~~of 1pharmaceutical products is also a long, ~~2007~~expensive and uncertain process. Even if initial results of preclinical studies or clinical trial results are positive, ~~Samaritan~~we ~~entered~~may ~~into~~obtain andifferent ~~exclusive~~results ~~licensing~~in ~~agreement~~later ~~with~~stages ~~Molteni~~of ~~Farmaceutici~~drug development, ~~for~~including ~~the~~failure ~~marketing~~to show desired safety and ~~distribution~~efficacy. The clinical trials of ~~NALTREXONE~~any ~~MOLTENI(R)~~of inour ~~the~~product ~~countries~~candidates ofcould be unsuccessful, which would ~~Greece~~prevent us from obtaining regulatory approval and ~~Cyprus~~commercializing the product.

FDA ~~Currently,~~approval ~~Samaritan Pharmaceuticals is utilizing the Italian Ministry~~ of ~~Health~~our ~~approved~~products ~~regulatory~~can ~~file~~be indelayed, ~~preparing~~limited ~~marketing~~or ~~applications~~not granted for ~~NALTREXONE MOLTENI(R) with regulatory~~many ~~authorities~~reasons, inincluding, ~~Greece~~among ~~and Cyprus to gain country marketing authorization drug approval.~~others:

~~ORAMORPH(R)~~· FDA officials may not find a product candidate safe or effective to merit an approval;

~~ORAMORPH(R)~~· isFDA ~~morphine~~officials ~~sulphate~~may innot anfind ~~oral~~that ~~solution~~the ~~and~~data isfrom ~~used~~preclinical ~~for~~testing ~~managing~~and ~~moderate~~clinical totrials ~~severe~~justifies ~~chronic~~approval, ~~pain~~or ~~for~~they ~~more~~may ~~than~~require aadditional ~~few~~studies ~~days.~~that Itwould ~~works~~make byit ~~dulling~~commercially ~~the~~unattractive ~~pain~~to ~~perception~~continue ~~center in~~pursuit ~~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.~~approval;

~~ORAMORPH(R)~~· ~~is approved by~~ the ~~Italian~~FDA ~~Ministry~~might ofnot ~~Health~~approve ~~(The equivalent to~~ the USprocesses ~~FDA)~~or ~~and~~facilities isof ~~owned~~our bycontract ~~Molteni~~manufacturers ~~Farmaceutici,~~or ~~Inc.~~raw ~~and~~material ~~marketed~~suppliers byor ~~Molteni~~our ~~Farmaceutici,~~manufacturing ~~Inc.~~processes ~~in Italy.~~or facilities;

On· ~~January 1, 2007, Samaritan entered into an exclusive licensing agreement with Molteni Farmaceutici for~~ the ~~marketing~~FDA ~~and~~may ~~distribution~~change ofits ~~ORAMORPH(R)~~approval inpolicies ~~the~~or ~~countries~~adopt ofnew ~~Greece~~regulations; and ~~Cyprus.~~

~~Currently,~~· ~~Oramorph~~the ~~has~~FDA may approve a ~~Greek~~product ~~marketing~~candidate ~~authorization.~~for ~~Oramorph~~indications ~~can~~that ~~only~~are benarrow ~~sold~~or inunder ~~Greece~~conditions ~~via~~that place our product at a ~~centralized~~competitive ~~government~~disadvantage, ~~tender.~~which ~~Samaritan~~may islimit ~~preparing~~our asales ~~tender~~and ~~application~~marketing ~~for~~activities ~~the next~~or ~~request~~otherwise byadversely ~~Greek~~impact ~~authorities~~the ~~for~~commercial ~~applications~~potential of a product.

If the ~~PETHIDINE(R)~~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.

If ~~PETHIDINE(R)~~Our isProducts ~~indicated~~Do ~~for~~Not ~~the~~Gain ~~treatment~~Market ~~of moderate to severe pain~~Acceptance, ~~and~~Our ~~may~~Business beWill ~~prescribed~~Suffer asBecause aWe Might ~~preoperative~~Not ~~medication,~~Be ~~support~~Able ofTo ~~anesthesia,~~Fund ~~and~~Future ~~obstetric analgesia~~Operations.

A number ~~Samaritan~~of ~~has~~factors ~~received~~may ~~its~~affect ~~first~~the ~~tender~~market ~~purchase~~acceptance ~~order~~ of ~~Pethidine~~our ~~from~~products ~~the~~or ~~Institute~~any ofother products ~~Pharmaceutical~~we ~~Research~~develop ~~and~~or ~~Technology (IFET). On January 1~~acquire, ~~2007~~including, ~~Samaritan~~among ~~entered into an exclusive licensing agreement with Molteni Farmaceutici for the marketing and distribution of PETHIDINE(R) in the countries of Greece and Cyprus.~~others:

~~Currently,~~· ~~Pethidine®~~the ~~can~~price ~~only~~of beour ~~sold~~products inrelative ~~Greece~~to ~~and~~other ~~Cyprus~~therapies ~~via a centralized government tender. Samaritan is preparing a tender application~~ for the ~~next~~same ~~request~~or bysimilar ~~Greek authorities for applications.~~treatments;

~~RAPYDAN(R)~~· the perception by patients, physicians and other members of the health;

~~RAPYDAN(R)~~· iscare ~~indicated~~community ~~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~~safety ofand ~~the~~effectiveness ~~local anesthetic. The drug formulation is a eutectic mixture~~ of ~~lidocaine~~our 70products ~~mg and tetracaine 70 mg. Rapydan(R) is indicated to provide local dermal analgesia~~ for ~~superficial~~their ~~venous~~prescribed ~~access and superficial dermatological procedures such as excision, electrodessication and shave biopsy of skin lesions.~~treatments;

On· ~~August 3, 2007, Samaritan signed an exclusive agreement with EUSA for~~ the ~~marketing~~availability ~~and distribution~~ of ~~the~~satisfactory ~~product~~levels, ~~Rapydan(R)~~or inat ~~Greece~~all, ~~and~~of ~~Cyprus.~~third ~~Rapydan(R)~~party isreimbursement anfor ~~approved~~our ~~FDA prescription~~products ~~product under the name SYNERA(R)~~ and isrelated ~~owned by ZARS Pharmaceuticals, Inc. and marketed by Endo Pharmaceuticals, Inc. in the US.~~treatments;

7· our ability to fund our sales and marketing efforts; and

~~Currently,~~· ~~Samaritan Pharmaceuticals is utilizing~~ the USeffectiveness ~~FDA~~of ~~approved~~our ~~regulatory~~sales ~~file in preparing marketing applications for Rapydan® with regulatory authorities in Greece~~ and ~~Cyprus to gain country~~ marketing ~~authorization drug approval~~efforts.

~~REPLAGAL(R)~~9

~~REPLAGAL(R)~~In addition, isour aability ~~long-term~~to ~~enzyme~~market ~~replacement~~and ~~therapy~~promote ~~used~~our toproducts ~~treat~~is ~~patients~~restricted ~~with~~to athe labels ~~confirmed~~approved ~~diagnosis~~by ofthe ~~Fabry Disease~~FDA. ~~Fabry~~If ~~Disease~~the isapproved ~~caused~~labels byare arestrictive, ~~deficiency~~our ofsales and anmarketing ~~enzyme,~~efforts ~~alpha-galactosidase~~and Amarket ~~(also~~acceptance ~~called~~and ~~ceramidetrihexosidase),~~the ~~involved~~commercial inpotential ~~the~~of ~~breakdown~~our products ofmay ~~fats~~be negatively affected.

~~Replagal(R)~~If ~~will~~our products bedo ~~sold~~not ~~and~~gain ~~distributed~~market byacceptance, ~~Samaritan~~we onmay anot ~~named~~be ~~patient~~able ~~basis~~to ~~until~~fund ~~the~~future operations, ~~pricing~~including ~~and~~ the ~~reimbursement~~development or acquisition of ~~Replagal(R)~~new isproduct ~~established~~candidates and/or inour ~~Greece~~sales and ~~Cyprus~~marketing efforts for our approved products, ~~with~~which ~~the~~would cause ~~relevant~~our ~~regulatory~~business ~~authorities~~to suffer.

OnThe Company's ~~April~~License ~~13,~~Agreements ~~2007,~~May ~~Samaritan~~Be ~~signed~~Terminated anIn ~~exclusive~~The ~~licensing~~Event ~~agreement~~Of ~~with~~A ~~Shire~~Breach; ~~Pharmaceuticals~~The Company ~~for~~Is ~~the~~In ~~marketing~~Breach ~~and~~Of ~~sale~~The ofCollaboration ~~Replagal(R) in Greece and Cyprus.~~Agreement

~~Sales~~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 ~~Marketing~~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.

WeProtecting Our ~~in-license~~Proprietary ~~products~~Rights ~~that~~is ~~focus~~Difficult onand ~~targeting~~Costly ~~healthcare~~Which ~~providers,~~Could ~~managed~~Have ~~healthcare~~Material ~~organizations,~~Adverse Effect ~~specialty~~On ~~distribution~~Our ~~companies, government purchasers, and payers.~~Business

~~Product~~The patent ~~Candidates~~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.

AThe Company's ~~significant~~Success ~~portion~~Will ofBe ~~our~~Dependent ~~operating~~Upon ~~expenses~~The ~~are~~Licenses ~~related~~And toProprietary ~~the~~Rights ~~research~~It Receives ~~and~~From ~~development~~Other ofParties, ~~investigational-stage~~And ~~product~~On ~~candidates.~~Any ~~Research~~Patents ~~and~~It ~~development~~May Obtain. Failure ~~expenses~~To ~~were~~Obtain ~~$1,733,194~~Such inRights ~~2007,~~Could ~~$4,667,053~~Have inA ~~2006,~~Material ~~and~~Adverse Affect ~~$3,456,301~~On inOur ~~2005~~Business.

WeOur success ~~currently~~will ~~focus~~depend ~~our~~in ~~research~~large ~~and~~part ~~development~~on ~~efforts in~~ the ~~therapeutic~~ability ~~areas~~ of ~~Alzheimer's,~~the ~~cancer,~~Company ~~cardiovascular~~ and ~~infectious~~its licensors ~~diseases.~~to ~~Any~~(a) ofmaintain ~~our~~license ~~programs~~and inpatent ~~these~~protection ~~disease~~with ~~areas~~respect ~~could become more significant~~ to ustheir drug ~~in the future~~products, ~~but~~(b) ~~there~~defend ~~can~~patents beand nolicenses ~~assurance~~once ~~that any program in development or investigation will generate viable marketable products. As such~~obtained, we(c) ~~continually~~maintain ~~evaluate all product candidates and may~~trade secrets, ~~from~~(d) ~~time~~operate towithout ~~time,~~infringing ~~discontinue~~upon the ~~development~~patents ~~of any given program~~ and ~~focus~~proprietary ~~our~~rights of ~~attention~~others and ~~resources~~(e) ~~elsewhere.~~obtain Weappropriate ~~may~~licenses ~~choose~~ to ~~address~~patents ~~new~~or ~~opportunities~~proprietary ~~for~~rights held ~~future~~by ~~growth~~third inparties aif ~~number~~infringement ofshould ~~ways~~otherwise ~~including~~occur, ~~but~~both ~~not~~in ~~limited~~the ~~to,~~United States ~~internal discovery~~ and ~~development of new products, out licensing and~~ in~~-licensing~~ offoreign ~~products~~countries. ~~and~~We ~~technologies,~~have ~~and/or~~obtained ~~acquisition~~licenses ofto ~~companies~~patents ~~with products~~ and~~/or~~ ~~technologies.~~other proprietary ~~Any~~rights offrom ~~these~~Georgetown ~~activities~~University ~~may require substantial research~~ and ~~development~~George ~~efforts and expenditure of significant amounts of capital~~Washington University. ~~The following summarizes our current product candidate programs with relevant out-licensing deals that the Company has completed.~~

~~Alzheimer's~~The patent ~~disease~~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.

~~SP-233~~10

~~Caprospinol~~Litigation, which ~~(SP-233)~~could isresult ain ~~novel~~substantial ~~Alzheimer's~~cost, ~~drug~~may ~~candidate~~also ~~that~~be ~~Samaritan~~necessary ~~believes~~to ~~has~~enforce any patents to which the ~~potential~~Company tohas ~~clear~~rights, ~~beta-amyloid~~or ~~plaque~~to ~~from~~determine the ~~brain;~~scope, avalidity ~~problem~~and unenforceability ~~that~~of ~~most~~other ~~researchers~~parties' ~~today~~proprietary ~~believe~~rights, iswhich ~~the~~may ~~cause~~affect the rights of ~~Alzheimer's~~the Company. ~~Samaritan~~U.S. ~~filed~~patents ancarry ~~IND~~a ~~application~~presumption ~~for~~of ~~Caprospinol~~validity onand generally ~~October~~can ~~30,~~be ~~2006~~invalidated only through clear and ~~was~~convincing ~~subsequently~~evidence. ~~granted~~There can anbe ~~IND~~no ~~number~~assurance that our licensed patents would be held valid by ~~the~~a ~~FDA.~~court ~~The~~or administrative ~~Company~~body ~~believes~~or ~~that~~an ~~Caprospinol~~alleged ~~could~~infringer would be afound ~~significant~~to ~~breakthrough~~be ininfringing. ~~the~~The mere ~~treatment~~uncertainty ofresulting ~~Alzheimer's,~~from the institution and ~~plans~~continuation toof ~~provide~~any technology-related ~~the~~litigation ~~information~~or ~~requested~~interference byproceeding ~~the~~could ~~FDA~~have inan ~~order~~adverse material toeffect ~~continue~~on ~~moving~~the ~~our~~Company ~~Caprospinol~~pending ~~development~~resolution ~~program~~of ~~forward~~the disputed matters.

OnWe ~~December~~may also 7,rely ~~2006,~~on ~~Samaritan~~unpatented ~~announced~~trade ~~that~~secrets ~~the U.S. Food~~ and ~~Drug~~expertise ~~Administration~~to ~~(FDA)~~maintain ~~has~~a ~~completed~~competitive position, ~~its~~which ~~regulatory~~we ~~review~~seek ofto ~~our~~protect, ~~IND~~in ~~(Investigational~~part, ~~New~~by ~~Drug)~~confidentiality ~~application~~agreements ~~for~~with employees, ~~Caprospinol~~consultants and ~~has~~others. ~~requested~~There ~~that~~can ~~additional information~~ be ~~submitted~~no inassurance ~~support~~these ofagreements will ~~the~~not ~~safety~~be ofbreached ~~Caprospinol~~or terminated, ~~prior~~that towe ~~initiating~~will ~~Samaritan's~~have ~~proposed~~adequate ~~Phase~~remedies Ifor ~~clinical~~any breach ~~study.~~or ~~Samaritan~~that istrade ~~currently~~secrets ~~performing~~will ~~additional~~not ~~studies~~otherwise tobecome ~~submit~~known ~~and~~or ~~support~~be ~~the~~independently discovered ~~IND~~by ~~submitted to the FDA~~competitors.

~~Cardiovascular~~We Are Faced With Intense Competition And Industry Changes, Which May Make It More Difficult For Us To Achieve Significant Market Penetration, Which Could Adversely Affect Our Business.

~~SP-1000~~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 regulatory 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.

~~SP-1000~~If We isAre aUnable ~~fast-acting~~To ~~peptide~~Continue ~~that~~Product ~~can~~Development, beOur ~~used~~Business toWill ~~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~~Suffer, ~~the~~Which Could ~~good~~Adversely ~~cholesterol,~~Affect ~~with~~Our ~~immediate results~~Business.

8Our success depends on our ability to develop our products. We currently do not have sufficient funds to continue the development of our products. In addition, 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.

There ToIs ~~this~~No ~~end,~~Assurance ~~Samaritan's~~That ~~collaborating~~Our ~~scientists~~Products ~~developed~~Will ~~SP-1000~~Have toMarket beAcceptance, aWhich ~~potential hypocholesterolemic agent that acts through a new and novel mechanism of action that is quite~~Could ~~distinct~~Adversely toAffect ~~the~~Our ~~mechanism of action mediating the effects of statins~~Business.

The success of the Company will depend in substantial part on the extent to which a drug product, once approved, achieves market acceptance. The ~~effectiveness~~degree of ~~SP-1000~~market acceptance ~~peptide~~will ~~treatment~~depend ~~has~~upon ~~been~~a ~~demonstrated~~number inof ~~two~~factors, ~~validated~~including ~~hypercholesterolemia~~(a) ~~animal~~the ~~models~~receipt and scope of regulatory approvals, a(b) ~~genetically~~the ~~engineered~~establishment ~~mouse~~and ~~model~~demonstration ~~mimicking~~in ~~familial~~the ~~hypercholesterolemia~~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 ~~diet-induced~~general, ~~hypercholesterolemia~~will ~~guinea~~accept ~~pigs~~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.

~~Based on the study results, Samaritan collaborative scientists believe that the SP-1000 peptide could have the following pharmacological activities:~~11

oThere Is ~~SP-1000~~Uncertainty ~~peptide~~Relating ~~will~~To ~~not interfere with cholesterol metabolism and disposition o SP~~Third-~~1000~~Party ~~peptide~~Reimbursement, ~~will~~Which ~~increase~~Is ~~HDL~~Critical ~~while~~To Market ~~decreasing~~Acceptance ~~serum~~Of ~~free~~Our ~~cholesterol~~Products ~~and~~And ~~total~~The ~~bile~~Viability ~~cholesterol~~Of 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 morphologyOur Business.

International ~~Taken~~market ~~together,~~acceptance ~~these~~of ~~data~~our onproducts ~~classic~~may ~~animal~~depend, ~~models~~in part, upon the availability of reimbursement ~~familial~~within prevailing health care payment systems. Reimbursement and health ~~dietary~~care ~~hypercholesterolemia~~payment ~~show~~systems ~~that~~in ~~SP-1000~~international ismarkets anvary ~~interesting~~significantly ~~new~~by country, and ~~novel~~include ~~lipid~~both ~~lowering~~government ~~drug~~sponsored ~~with~~health acare ~~strong~~and private ~~patent~~insurance. ~~position~~We ~~that~~may ~~represents~~not obtain international reimbursement approvals in a ~~competitive~~timely manner, ~~advantage~~if ~~over~~at ~~currently~~all. ~~available~~Our ~~therapeutic~~failure ~~options~~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 ~~Infectious~~to ~~Diseases~~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.

If ~~SP-01A~~We Are Unable To Protect Our Intellectual Property, We May Not Be Able To Operate Our Business Profitably, Which Could Have An Adverse Affect On Our Business.

Our ~~SP-01A~~success iswill andepend ~~HIV~~to ~~oral~~a ~~entry~~significant ~~inhibitor~~degree ~~drug.~~on Inour ~~order~~ability ~~for~~to ~~viruses~~secure and protect intellectual property rights and to ~~reproduce,~~enforce ~~they~~patent ~~must~~and ~~infect~~trademark orprotections relating ~~hi-jack~~to aour ~~cell~~technology which we license. From time to time, ~~and~~litigation ~~use~~may be itadvisable to ~~make~~protect ~~new~~our ~~viruses~~intellectual property position. ~~Just~~However, asthese ~~your~~legal means ~~body~~afford isonly ~~constantly~~limited protection and may not adequately protect our rights ~~making~~or ~~new~~permit ~~skin~~us ~~cells,~~to gain or ~~new~~keep ~~blood~~any ~~cells~~competitive advantage. Any litigation in this regard could be costly, ~~each~~and ~~cell~~it ~~often~~is ~~makes~~possible ~~new~~that ~~proteins~~we inwill ~~order~~not have sufficient resources to ~~stay~~fully ~~alive~~pursue ~~and~~litigation or to ~~reproduce~~protect ~~itself.~~our ~~Viruses~~intellectual ~~hide~~property rights. ~~their~~It ~~own~~could ~~DNA~~result in the ~~DNA~~rejection or invalidation of ~~the~~our ~~cell,~~existing and future ~~then,~~patents. ~~when~~Any adverse outcome in litigation relating to the ~~cell~~validity ~~tries~~of our patents, or any failure to ~~make~~pursue ~~new~~litigation ~~proteins~~or otherwise to protect our patent position, itcould ~~accidentally~~force us to curtail or cease our business operations. ~~makes~~Also, ~~new~~even ~~viruses~~if we prevail in litigation, the litigation would be costly in terms of management distraction as well as in terms of money. ~~HIV~~In ~~mostly~~addition, confidentiality ~~infects~~agreements ~~cells~~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 ~~immune~~laws ~~system~~of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States.

If ~~Clinical~~We ~~studies~~Are toUnable ~~date~~To ~~suggest~~Operate ~~that~~Our ~~SP-01A~~Business ~~prevents~~Without ~~HIV~~Infringing ~~from~~Upon ~~entering~~The ~~cells by inhibiting HIV-1 viral replication through a novel mechanism that is unique to any antiviral drug~~Intellectual ~~SP-01A~~Property ~~reduces~~Rights ~~intracellular~~Of ~~cholesterol and corticosteroid biosynthesis~~Others, ~~which~~We ~~causes~~May ~~the~~Not ~~inability~~Be ofAble ~~lipid~~To ~~rafts~~Operate inOur ~~the cellular membrane to organize, ultimately preventing fusion of an HIV receptor and both the CCR5 and CXCR4 cellular~~Business ~~receptors~~Profitably.

Our Onsuccess ~~March~~depends ~~28,~~on ~~2007,~~our ~~Samaritan~~ability ~~and~~to ~~Pharmaplaz,~~operate awithout ~~private~~infringing ~~Irish~~upon ~~Healthcare company and a shareholder of Samaritan, signed an agreement (~~the ~~"Pharmaplaz Agreement") to commercialize~~ ~~SP-01A.~~proprietary ~~Under~~rights ~~the terms~~ of ~~the~~others. ~~agreement,~~We ~~Pharmaplaz~~endeavor ~~is required~~ to ~~pay~~follow ~~Samaritan~~developments ~~$10~~in ~~million~~our ~~upfront. To date~~field, and ~~under~~we ~~the~~do ~~Pharmaplaz~~believe ~~Agreement,~~that ~~the~~we ~~amount~~have offreedom ~~funds~~to ~~received~~operate ~~from~~with ~~Pharmaplaz~~respect isto ~~$2.15~~our ~~million; $1~~core technologies.4 ~~million~~To ~~and $750,000 were received during~~ the ~~first~~extent ~~and~~that ~~fourth~~planned ~~quarter~~or ofpotential ~~2007~~products ~~respectively.~~would Oninfringe patents ~~May~~or ~~15,~~other ~~2007,~~intellectual ~~the~~property ~~CEO~~rights ofheld ~~Pharmaplaz,~~by ~~Michael~~third ~~Macken~~parties, ~~signed~~we awould need ~~personal~~licenses ~~guarantee~~under ~~and~~such onpatents ~~May~~or ~~21,~~other ~~2007~~intellectual aproperty ~~stock~~rights ~~pledge agreement for 943,291 (split-adjusted) shares of Samaritan~~to ~~Pharmaceuticals~~continue todevelopment ~~guarantee~~and ~~the~~marketing ~~balance~~ of ~~the~~our ~~$7.85~~products ~~million.~~protected Onby ~~May~~those ~~15,~~third party ~~2007,~~patents ~~the~~or ~~amount~~other ofintellectual ~~shares~~property ~~pledged was worth $1,300,742~~rights. OnAny ~~December~~required ~~31,~~licenses ~~2007,~~may not ~~the~~be ~~last~~available ~~reported~~on ~~market~~acceptable ~~sale~~terms, ~~price~~if ofat ~~our Common Stock was $0~~all.33 ~~and~~If ~~the~~we ~~value~~do ~~of the~~not ~~stock~~obtain ~~pledge was $311~~such licenses,~~286.~~ Aswe amay ~~result~~need ~~of Pharmaplaz's failure~~ to ~~timely~~design ~~pay~~around ~~the~~other ~~remaining~~parties’ ~~balance~~patents ofor ~~7.85~~we ~~million,~~may ~~Pharmaplaz is~~ not inbe able ~~compliance~~to proceed with the ~~terms~~development, ofmanufacture ~~the~~or ~~Pharmaplaz~~sale ~~Agreement.~~of ~~Samaritan is currently working with Pharmaplaz to~~our ~~collect the past due remaining balance~~products.

We ~~Pharmaplaz,~~Maintain aNo ~~shareholder,~~General ~~will~~Liability ~~pay~~Insurance 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.Policy

9Our business exposes us to potential product liability claims that are inherent in the testing, production, marketing, and sale of pharmaceuticals products. We maintain no commercial general liability policy and do not maintain insurance in the amounts or scope sufficient to provide us with adequate coverage. A claim 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 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.

~~SP-30~~12

~~SP-30~~Insurance Coverage ~~has~~Is ~~demonstrated~~Increasingly ~~promise~~More inDifficult ~~preclinical~~To ~~studies~~Obtain asor 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.Maintain

1.Obtaining Ininsurance ~~HCV~~for our ~~infected individuals~~business, ~~SP-30~~property ~~uses~~and ~~its~~products ~~unique~~is ~~mechanism~~increasingly tomore ~~build~~costly ~~a fence around the cell~~ and ~~prevent~~narrower ~~viral entry. Consequently~~in scope, ~~HCV~~and isrequires ~~unable~~the Company to ~~replicate~~assume ormore ~~mutate~~risk ~~and~~in isthe ~~eventually~~future. ~~eradicated~~If bywe ~~the~~are subject ~~immune~~to ~~system.~~third 2.party ~~Because~~claims ~~SP-30's~~or ~~targets~~suffer ~~belong~~a toloss ~~the~~or ~~host~~damage, ~~cell~~we ~~and~~will ~~not~~be required to bear ~~the~~that ~~virus~~risk. ~~itself~~Furthermore, SPany first-30or-third-party ~~may~~claims ~~not~~made beagainst ~~susceptible to~~ the Company ~~development~~may ofimpact ~~resistance.~~our 3.ability ~~SP-30~~to ~~does~~obtain ~~not~~or ~~appear~~maintain toinsurance becoverage ~~contraindicated~~at reasonable ~~with~~costs ~~any~~or ~~other~~at ~~currently~~all ~~approved~~in ~~ARV~~the ~~or HCV treatments~~future.

~~Therefore,~~Our Success ~~based~~Will onDepend ~~its~~On ~~favorable~~Our ~~in-vitro~~Ability ~~inhibition~~To ~~data,~~Attract ~~Samaritan~~And isRetain ~~developing~~Key Personnel. The aFailure ~~Phase~~To IRetain ~~clinical~~Key ~~study~~Personnel ~~protocol~~Could ~~for~~Adversely ~~SP-30~~Affect Our ~~as a potential oral adjuvant therapeutic in the treatment of HCV infected individuals~~Business.

~~Endocrinology~~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. As of December 31, 2008, the Company has accrued compensation for Dr. Janet Greeson of $1,234,455. 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 for 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.

~~SP-6300~~We Are Dependent On Third Parties For A Significant Portion Of Our Bulk Supply And The Formulation, Fill And Finish Of Our Product Candidates, The Loss Of Which May Adversely Affect Our Business.

~~SP-6300~~We currently isproduce a ~~new~~substantial ~~and~~portion ~~novel~~of ~~approach~~clinical ~~for~~product ~~the~~candidates' ~~treatment~~supply at ofour ~~Cushing~~collaborative partner's ~~syndrome~~Ireland manufacturing facility. However, we also depend ~~known~~on third parties for a significant portion of our product candidates' bulk supply as ~~exogenous~~well ~~hypercortisolism~~as for some of the formulation, fill and finish of product candidates that we manufacture. ~~Cushing~~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 ~~syndrome~~schedule ~~affects~~for ~~adults~~product 20candidates. We would be unable to 50produce product ~~with~~candidates anin ~~estimated~~sufficient 10quantities to 15substantially ofoffset ~~every~~shortages ~~million~~in Pharmaplaz's ~~people~~scheduled ~~affected~~production ~~each~~if ~~year.~~Pharmaplaz ~~Hypercortisolism~~or ~~occurs~~other ~~when~~third-party contract manufacturers used for the ~~body's~~formulation, ~~tissues~~fill ~~are~~and ~~exposed~~finish of product candidates bulk drug were to ~~excessive~~cease ~~levels~~or ofinterrupt ~~cortisol~~production or services or otherwise fail to supply materials, products or services to us for ~~long~~any ~~periods~~reason, including due to labor shortages or disputes, regulatory requirements or action or contamination of ~~time~~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.

~~Many~~Our ~~people~~Corporate ~~suffer~~Compliance ~~the~~Program Cannot ~~symptoms~~Guarantee ofThat ~~exogenous~~We ~~hypercortisolism~~Are ~~because~~In ~~they~~Compliance ~~take~~With ~~glucocorticoid~~All ~~hormones~~Potentially ~~such~~Applicable ~~as prednisone, dexamethasone (Decadron) and methylprednisolone (Medrol), for asthma, rheumatoid arthritis, lupus and other inflammatory diseases or for immunosuppression after transplantation~~U.S. Federal ~~People~~And ~~can~~State ~~also~~Regulations ~~develop~~And ~~exogenous~~All ~~hypercortisolism~~Potentially ~~from~~Applicable ~~injectable corticosteroids – for example, repeated injections for joint pain, bursitis and back pain~~Foreign Regulations.

OnThe development, ~~September~~manufacturing, 18distribution, ~~2007~~pricing, ~~Samaritan~~sales, ~~announced~~marketing ~~that~~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. ~~Food~~federal and ~~Drug~~state ~~Administration~~regulations and/or ~~(FDA)~~laws ~~has~~or ~~completed~~all ~~its~~potentially ~~regulatory~~applicable ~~review~~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 ~~IND~~products ~~(Investigational~~or manufacturing ~~New~~processes, ~~Drug)~~including ~~application~~withdrawal ~~for~~of ~~SP-6300~~our products from the market, significant fines, exclusion from government healthcare programs or other sanctions or litigation.

~~Non Drug Products~~13

~~Alzheimer's~~RISKS ASSOCIATED ~~Diagnostic~~WITH ~~Blood~~AN ~~Test~~INVESTMENT IN OUR COMMON STOCK

Our Stock ~~Alzheimer's~~Is ~~diagnostic~~Currently isListed aOn ~~simple~~The ~~blood~~OTC ~~test~~Pink ~~which~~Sheets ~~can~~Which beLimits ~~used~~The asTrading anOf ~~alternative or supplement to spinal taps or expensive MRIs currently used by competitors.~~Our Stock

~~Breast~~Our Common ~~Cancer~~Stock ~~Diagnostic~~currently trades on the OTC Pink Sheets which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges. This may cause difficulty in obtaining future financing, which could have an adverse affect on our business. 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 monthly 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.

~~Our~~A Sale ~~non-invasive~~Of ~~blood~~A ~~test~~Substantial ~~could~~Number beOf ~~the~~Shares ~~first~~Of ~~diagnostic~~Our ~~tool~~Common toStock ~~predict~~May ifCause aThe ~~breast~~Price Of ~~tumor~~Our isCommon ~~cancerous,~~Stock ~~with~~To ~~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~~Decline, ~~radiation~~Which ~~and~~May ~~other~~Cause ~~drug~~Difficulty ~~treatments~~In ~~for~~Obtaining ~~aggressive cancer and ultimately allow patients to avoid the high costs and negative effects of unnecessary chemotherapy~~Future Financing.

~~Alzheimer's~~If ~~Rat~~our stockholders ~~Model~~sell ~~Tool~~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 ~~Test~~sell ~~New~~equity ~~Drugs~~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 ~~have~~Do ~~developed~~Not anIntend ~~animal~~To ~~model~~Pay ~~that~~Dividends, ~~mimics~~You ~~the~~May ~~human~~Benefit ~~phenotype~~From ofAn ~~Alzheimer's~~Investment ~~disease~~In ~~pathology.~~Our Common WeStock ~~believe~~Only ~~this~~If ~~Alzheimer's~~It ~~Rat~~Appreciates ~~Model~~In ~~will likely provide pharmaceutical companies the means to rapidly screen and develop therapeutics to control Alzheimer's disease~~Value.

~~Collaborations~~We have paid no cash dividends on any of our Common Stock to date, ~~Alliances~~and we currently intend to retain our future earnings, if any, to fund the development and ~~Investments~~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 ~~Research~~Price ~~Institute~~Of ofOur ~~McGill~~Common ~~University~~Stock ~~Health~~Is ~~Centre~~Highly ~~and Samaritan Therapeutics~~Volatile.

10The 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.

OnFuture sales ~~July~~of 1,our ~~2007~~Common Stock, ~~Samaritan~~including ~~executed~~shares ~~research~~issued ~~collaboration~~upon (the ~~"Research~~exercise ~~Collaboration") with the Research Institute~~ of outstanding ~~McGill~~options ~~University Health Centre~~ and ~~Samaritan~~warrants ~~Therapeutics~~or ~~over~~hedging aor ~~ten-year~~other ~~period~~derivative ~~through~~transactions with ~~2017~~respect to ~~discover~~our ~~and~~Common ~~develop new compounds. The budget is for $1~~Stock,~~000,000~~ ~~paid~~could ~~over~~have ~~four~~a ~~(4)~~significant ~~quarterly~~negative ~~payments~~effect ~~of $250,000, is unallocated, and covers~~ on the ~~general~~market ~~research~~price ~~and~~of ~~development~~our ~~effort~~Common Stock. ~~Under~~These ~~the~~sales ~~Research~~also ~~Collaboration,~~might ~~the~~make ~~Company~~it ~~receives~~more difficult ~~worldwide~~for ~~exclusive~~us ~~rights, excluding Canada,~~ to ~~any~~sell ~~novel~~equity ~~therapeutic~~securities ~~agents~~ or ~~diagnostic~~equity-related ~~technologies~~securities ~~that~~in ~~may result from~~ the future ~~Research~~at ~~Collaboration.~~a ~~Samaritan~~time ~~Therapeutics~~and ~~receives~~price ~~exclusive rights to the Canadian market to any novel therapeutic agents or diagnostic technologies~~ that ~~may~~we ~~result~~would ~~from~~deem ~~the Research Collaboration~~appropriate.

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 licensed 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.14

~~Pharmaplaz,~~We ~~LTD~~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.

~~Samaritan~~Under Provisions ~~and~~Of ~~Pharmaplaz,~~The aCompany's ~~private~~Articles ~~Irish~~Of ~~Healthcare company and a shareholder of Samaritan~~Incorporation, ~~have~~Bylaws anAnd ~~agreement~~Nevada ~~(the "Pharmaplaz Agreement") to commercialize SP-01A. Under the terms of the agreement~~Law, The ~~Pharmaplaz~~Company's isManagement ~~required~~May toBe ~~pay~~Able ~~Samaritan $10 million upfront.~~ To ~~date,~~Block ~~under~~Or ~~the~~Impede ~~Pharmaplaz~~A ~~Agreement,~~Change ~~Samaritan has received $2.15 million, with a balance of $7.85 million remaining.~~In Control

~~Pharmaplaz~~The ~~will~~issuance beof ~~responsible~~blank ~~for~~check preferred ~~clinical~~stock, ~~development~~where the Board of Directors can designate rights or preferences, ~~clinical~~may ~~trial~~make ~~costs~~it ~~and~~more ~~manufacturing.~~difficult ~~Upon~~for ~~successful~~a ~~commercialization~~third party to acquire, ~~Samaritan~~or ~~and~~may discourage ~~Pharmaplaz~~a ~~will~~third ~~co-market~~party ~~SP-01A~~from acquiring, a majority of our voting stock. These and ~~will~~other ~~share~~provisions ~~50-50~~in our Articles of Incorporation (restated as last amended November 1, 2007) and in ~~its~~our ~~revenue~~Bylaws ~~royalty~~(restated ~~stream.~~as ~~Samaritan~~last isamended March ~~responsible~~20, 2008), ~~for~~as ~~all~~well ~~patent~~as ~~expenses~~certain provisions of Nevada law, ~~including~~could ~~filing~~delay or impede the removal of incumbent directors and could make it more difficult to effect a merger, ~~prosecution~~tender offer or proxy contest involving a change of control of the Company, ~~and~~even ~~enforcement~~if ~~expenses~~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.

~~Pharmaplaz is a fully integrated pharmaceutical company located in Athlone, Ireland. Pharmaplaz develops patented pharmaceutical technologies~~ Officers and ~~products,~~Directors ~~and~~Liabilities ~~has~~Are ~~expertise~~Limited inUnder ~~initial~~Nevada 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.Law

~~Shire~~Pursuant to ~~Pharmaceuticals~~the Company's Articles of Incorporation (restated as last amended November 1, 2007) 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 November 1, 2007) 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 persons in connection with their having served as officers or Directors.

OnITEM ~~March~~1B. 1,UNRESOLVED ~~2007,~~STAFF ~~Samaritan~~COMMENTS. ~~executed a two-year exclusive licensing deal with Shire Pharmaceuticals for the marketing of Elaprase in Greece and Cyprus~~None. ~~The~~ITEM 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 authorities2. PROPERTIES

~~Founded~~The Company's inexecutive ~~1986,~~offices ~~Shire~~are iscurrently alocated ~~global~~at ~~specialty~~2877 ~~pharmaceutical~~Paradise ~~company~~Road, ~~marketing~~Suite 801, ~~products~~Las toVegas, ~~defined~~Nevada ~~customer~~89109. ~~groups~~The ~~(specialist~~Company ~~doctors).~~has ~~Sales~~a ~~and~~2,500 ~~marketing~~square foot office space which is rented at a ~~core~~base ~~Shire~~rent ~~competence~~of $4,500.00 ~~where~~per ~~effective~~month. ~~targeting~~In ofaddition, ~~prescribers~~pursuant ~~allows~~to a ~~maximization~~research collaboration, the Research Institute of ~~sales~~the byMcGill aUniversity ~~relatively~~Health Centre ~~small~~provides ~~but~~office ~~high~~and ~~quality~~laboratory ~~sales~~space ~~force~~at the Samaritan Research Laboratories.

~~Shire's strategic goal is to become the leading specialty pharmaceutical company that focuses on meeting the needs of the specialist physician~~ITEM 3. ~~Shire~~LEGAL 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.PROCEEDINGS

~~Three~~We ~~Rivers~~are, from ~~Pharmaceuticals(R)~~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.

~~On December 12, 2005, Samaritan signed a ten-year (with five-year automatic renewals) exclusive licensing agreement with Three Rivers Pharmaceuticals, Inc~~ITEM 4. ~~for~~SUBMISSION ~~the~~OF ~~marketing~~MATTERS ofTO ~~Amphocil,~~A aVOTE ~~prescription~~OF ~~drug~~SECURITY ~~in Greece; authorization is pending for Cyprus and Ireland.~~HOLDERS

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 treatmentNone. ~~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~~15

OnPART 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.II

~~Molteni~~ITEM 5. isMARKET ~~rich~~FOR inREGISTRANT'S ~~history~~COMMON ~~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~~EQUITY, ~~Italy.~~RELATED ~~The~~STOCKHOLDER ~~strategic~~MATTERS ~~therapeutic~~AND ~~areas~~ISSUER PURCHASES onOF ~~which~~EQUITY ~~Molteni makes an effort for trading new alliances are concentrated on Analgesia, Anesthesia and Drug Addition Therapy~~SECURITIES.

~~Siraeo~~The Company's Common Stock is traded on the Over the Counter Pink Sheets under the symbol "SPHC.PK". The following table sets forth the range of high and low bid prices for our Common Stock for each quarter within the last two (2) fiscal years. Such quotes reflect inter-dealer prices without retail mark-up, ~~Ltd~~mark-down or commission and may not represent actual transactions. The quotations may be rounded for presentation.

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.

	FISCAL YEAR ENDED
	December 31, 2008				December 31, 2007
	High		Low		High		Low
First Quarter	$	0.45	$	0.21	$	0.38	$	0.17
Second Quarter	$	0.39	$	0.25	$	0.31	$	0.16
Third Quarter	$	0.40	$	0.14	$	1.35	$	0.16
Fourth Quarter	$	0.35	$	0.06	$	0.84	$	0.25

~~EUSA Pharma~~Dividends

OnWe ~~August~~have not 3,paid ~~2007,~~any ~~Samaritan~~dividends ~~signed~~on anour ~~exclusive~~Common ~~agreement~~Stock ~~with~~and ~~EUSA~~do ~~for~~not ~~the~~anticipate ~~marketing~~paying ~~and~~any ~~distribution~~cash dividends ofin the ~~product~~near ~~RAPYDAN(R)~~future. inWe ~~Greece~~intend ~~and~~to ~~Cyprus.~~retain ~~Rapydan(R)~~any isearnings anto ~~approved~~finance ~~FDA~~the growth ~~prescription~~of ~~product~~the ~~under~~business. ~~the~~We ~~name~~make ~~SYNERA(R)~~no ~~and~~assurances iswe ~~owned~~will byever ~~ZARS~~pay ~~Pharmaceuticals,~~cash ~~Inc~~dividends. Whether ~~and~~we ~~marketed~~pay byany ~~Endo~~cash ~~Pharmaceuticals~~dividends in the future will depend on the Company's financial condition, ~~Inc.~~results inof operations and other factors the USBoard of Directors will consider.

OnRecent Sales ~~March 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution~~ of ~~the~~Unregistered ~~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.~~Securities

~~EUSA~~The following ~~Pharma~~discussion issets aforth ~~specialty~~securities ~~pharma~~sold ~~company~~by ~~with~~the aCompany ~~strong~~in ~~and~~the ~~growing~~last ~~portfolio~~three (3) offiscal ~~specialty~~years. ~~hospital~~These ~~medicines~~securities ~~which~~were ~~has~~shares ~~been~~of ~~built~~Common ~~through~~Stock of the ~~acquisition~~Company. They ofwere ~~Talisker~~sold ~~Pharmaceuticals~~for incash ~~July~~and, ~~2006~~unless ~~and~~otherwise ~~OPI~~noted, sold in ~~March~~private transactions ~~2007.~~to ~~Its~~persons ~~primary~~believed ~~marketed~~to ~~products~~be ~~are~~of ~~Erwinase(R)~~a ~~Rapydan(R)~~class of accredited investors not affiliated with the Company unless otherwise noted and purchasing the shares with investment intent, ~~Kidrolase(R)~~and the Company relied upon, ~~Fomepizole(R)~~among ~~and~~other ~~Xenazine~~possible exemptions, Section 4(R2). Inof ~~addition~~the Securities Act of 1933, itas ~~has~~amended. anThe Company's ~~active~~reliance ~~development~~on ~~pipeline~~said ~~including~~exemption ~~candidates~~was based upon the fact no public solicitation was used by the Company in ~~rheumatoid~~the ~~arthritis~~offer or sale, and ~~Alzheimer’s~~the ~~disease~~securities were legend shares, ~~schizophrenia~~along ~~and~~with ~~Lambert~~a ~~Eaton~~notation ~~Syndrome~~at the respective transfer agent, restricting the shares from sale or transfer as is customary with reference to Rule 144 of the SEC.

~~Abiogen~~During the ~~Pharma~~fiscal year ending December 31, 2008, the Company exchanged 5,695,450 shares of Common Stock for $6,553,044 for services and cash. During the fiscal year ending December 31, 2007, the Company exchanged 4,384,353 shares of Common Stock for $3,178,072 for services and cash, 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 2008.

~~Abiogen~~Issuer Purchase 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~~Equity ~~bisphosphonates and established Abiogen Pharma as a unique world-wide company.~~Securities

~~Patents~~We did not make any purchases of our Common Stock during the three months ended December 31, ~~Licenses~~2008, ~~and~~which ~~Proprietary~~is ~~Rights~~the fourth quarter of our fiscal year.

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.16

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.Holders

12As of April 14, 2009, there were approximately 932 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.

~~Trademark~~ The following ~~protection~~graph ~~continues~~sets inforth ~~some~~the ~~countries~~cumulative ~~for~~total asstockholder ~~long~~return as(assuming reinvestment of dividends) to the ~~mark~~Company's isstockholders ~~used~~during ~~and,~~the infive-year period ~~other~~ended ~~countries~~December 31, ~~for~~2008, as ~~long~~well as itan isoverall ~~registered.~~stock ~~Registrations~~market ~~generally~~index ~~are~~(AMEX Market ~~for~~Index) ~~fixed,~~and ~~but~~the ~~renewable,~~Company's ~~terms.~~peer group index (AMEX Biotech Index):

~~The~~ COMPARE ~~protection~~5-YEAR ofCUMULATIVE ~~our~~TOTAL ~~unpatented~~RETURN AMONG ~~confidential~~SAMARITAN ~~and proprietary information and materials is important to us. To protect our trade secrets~~PHARMACEUTICALS, ~~materials~~NASDAQ ~~and~~MARKET ~~other~~INDEX ~~confidential~~AND ~~information,~~NASDAQ weBIOTECH 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.INDEX (1)

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

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

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.

Company/Index	Base Period
	12/31/2003		12/31/2004		12/31/2005		12/31/2006		12/31/2007		12/31/2008
SPHC		100	$	264.86	$	108.11	$	56.76	$	14.86	$	3.15
Nasdaq Biotech Index		100	$	106.13	$	109.14	$	110.25	$	115.30	$	89.37
Nasdaq Composite Index		100	$	108.59		110.08	$	120.56	$	132.39	$	78.72

~~Manufacturing~~1) Assumes $100 Invested On December 31, 2003, Assumes Dividend Reinvested, Fiscal Year Ending December 31, 2008.

The information ~~Company~~under ~~has~~"Performance noGraph" ~~commercial–scale~~is ~~manufacturing~~not ~~facilities~~deemed ~~for~~filed ~~our~~with ~~products.~~the ~~For~~Securities and ~~our~~Exchange ~~products~~Commission ~~that~~and weis ~~are~~not ~~developing,~~be weincorporated ~~plan~~by toreference ~~establish~~in ~~relationships~~any ~~with~~filing ~~third-party~~of Samaritan ~~suppliers~~under tothe ~~manufacture~~Securities ~~sufficient~~Act ~~quantities~~ of ~~our~~1933, ~~product~~as ~~candidates~~amended, toor ~~undertake~~the ~~clinical~~Securities Exchange ~~trials~~Act ~~and to manufacture sufficient quantities~~ of ~~any~~1934, ~~products~~as ~~that~~amended, ~~are~~whether ~~approved~~made ~~for~~before ~~commercial~~or ~~sale.~~after Ifthe wedate ~~are~~of ~~unable to contract for large~~this 10-~~scale~~K ~~manufacturing with third parties on acceptable terms for our future products~~ and ~~are~~irrespective ~~unable~~of toany ~~develop~~general ~~manufacturing~~incorporation ~~capabilities~~language ~~internally,~~in ~~our ability to conduct large-scale clinical trials and to meet customer demand for commercial products would be adversely affected~~those filings. ~~For our products that we have commercial sales for, we purchase the product from our respective partner.~~

~~Government~~ITEM 6. ~~Regulation~~SELECTED FINANCIAL DATA

~~Our~~The information ~~pharmaceutical~~called ~~products~~for ~~are~~by ~~subject~~this toItem ~~extensive~~is ~~government~~not ~~regulation~~applicable into ~~the~~us ~~United~~because ~~States. If~~ we ~~distribute~~are ~~our~~a small ~~products~~reporting ~~abroad, these products will also be subject to extensive foreign government regulation~~company. ~~In the United States, the FDA regulates pharmaceutical products. FDA regulations govern the testing, manufacturing, advertising, promotion, labeling, sale and distribution of our products.~~

InITEM 7. MANAGEMENT'S ~~general,~~DISCUSSION ~~the~~AND ~~FDA~~ANALYSIS ~~approval~~OF ~~process~~FINANCIAL ~~for~~CONDITION ~~drugs~~AND RESULTS ~~includes,~~OF ~~without limitation:~~OPERATIONS

•Samaritan Pharmaceuticals, ~~preclinical~~Inc. ~~studies~~(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 marketed revenue-generating products, in Greece, and/or various Eastern European countries.

•Samaritan has ~~submission~~partnered ofits anoral ~~Investigational~~entry ~~New~~inhibitor ~~Drug~~HIV ~~Application~~drug SP-01A, ora ~~IND~~drug that has demonstrated safety and efficacy, ~~for~~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.

•During 2008, ~~adequate~~we ~~and~~significantly ~~well-controlled~~reduced ~~human~~our ~~clinical~~ongoing ~~trials~~expenses due to ~~establish~~the inability of the Company ~~safety~~to ~~and~~raise ~~efficacy~~funds ofon favorable terms. Additionally in 2008, Samaritan signed a worldwide exclusive agreement with Taconic Farms to commercialize "The Samaritan Alzheimer's Rat Model." The "forgetful" rat model is a research tool used by scientists to study the ~~product;~~effectiveness of their new drugs to treat Alzheimer's disease.

~~• submission of an NDA to obtain marketing approval;~~ 17

•In ~~review~~2009, we ofare seeking to raise additional funds. We are currently operating the ~~NDA;~~Company in a manner that we believe maximizes the value of our business for our creditors and stockholders by focusing on marketing and sales in our territories, as well as continuing our research programs and looking for additional ways to reduce our operating expenses. If we are unable to resolve our situation to raise sufficient additional funds, we would be required to further reduce operating expenses, by, among other things, curtailing significantly or delaying or eliminating part or all of our development programs or scaling back our commercial operations.

•Commercialization Business ~~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.~~Model

13Our 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. Our commercialization business model is entirely focused on achieving growth and maximizing value for the benefit of our investors.

Marketed 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.Products

Samaritan ~~The~~has ~~FDA~~collaborative ~~testing~~relationships ~~and~~with ~~approval~~other ~~process~~pharmaceutical ~~requires~~companies ~~substantial~~to commercialize ~~time~~branded approved prescription products in selected niche territories, ~~effort~~such as, in Greece, Albania, Bosnia, Bulgaria, Croatia, Cyprus, Czech Republic, Egypt, FYROM, Hungary, Montenegro, Poland, Romania, Serbia, Slovakia, Slovenia, Syria and ~~money~~Turkey. We ~~cannot~~use ~~assure~~our ~~that~~expertise ~~any~~to register approved drugs with regulatory agencies in the country we have acquired the rights for; and then, upon regulatory approval, ~~will~~we ~~ever~~distribute, bemarket ~~granted~~and sell these products. We have in-licensed the rights to sell specialty pharmaceutical products, Amphocil from Three Rivers Pharmaceuticals, Infasurf from Ony, Inc, Caphosol, Collatamp, 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) ~~Clinical~~(Disodium ~~trials~~Clodronate) ~~may begin 30 days after the IND~~ is ~~received,~~a ~~unless~~bisphosphonate ~~the~~that ~~FDA~~binds ~~raises~~to ~~concerns~~calcium orand ~~questions~~inhibits osteoclastic ~~about~~bone ~~the conduct of the clinical trials. If concerns or questions are raised~~resorption, ~~the~~ ~~IND~~crystal ~~sponsor~~formation and ~~the~~dissolution, ~~FDA~~resulting ~~must~~in ~~resolve~~a reduction ~~any~~of ~~outstanding~~bone ~~concerns before clinical trials can proceed~~turnover.

ABIOKLAD(R) Weis ~~cannot~~indicated ~~assure~~for ~~that~~the ~~submission~~control of anmalignancy-associated ~~IND~~hypercalcemia ~~will~~(high ~~result in authorization to commence clinical trials. Nor can we assure that if clinical trials are approved, that data will result in~~levels ~~marketing approval. Clinical trials involve the administration~~ of ~~the~~calcium ~~product~~in ~~that~~blood), is the ~~subject~~inhibition of ~~the~~osteolysis ~~trial~~(degeneration ~~to volunteers or patients under the supervision~~ of abone ~~qualified principal investigator. Each clinical trial must be reviewed and approved~~tissue) byresulting anmalignant ~~independent~~tumors ~~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~~decrease ~~liability~~ of ~~the institution.~~bone ~~Also, clinical trials must be performed according to good clinical practices~~pain. ~~Good clinical practices are enumerated in FDA regulations and guidance documents.~~

Samaritan ~~Clinical~~signed ~~trials~~an ~~typically~~exclusive ~~are~~distribution ~~conducted~~deal infor ~~three~~Greece, ~~sequential phases: Phases I~~Cyprus, II and ~~III,~~Turkey with ~~Phase IV studies conducted after approval. Drugs for which Phase IV studies are required~~ ~~include~~Abiogen ~~those~~Pharmaceuticals ~~approved~~on ~~under~~March ~~accelerated approval regulations. The four phases may overlap. In Phase I clinical trials~~14, ~~the drug is usually tested on a small number of healthy volunteers to determine:~~2008.

~~safety;~~Samaritan Pharmaceuticals is preparing marketing applications for ABIOKLAD (R) with regulatory authorities in Greece and Cyprus to gain country marketing authorization drug approval.

~~any adverse effects;~~AMPHOCIL(R)

~~proper~~AMPHOCIL(R) is ~~dosage;~~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.

~~absorption;~~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.

~~metabolism;~~Samaritan markets AMPHOCIL(R) in Greece.

~~distribution;~~18

~~excretion; and~~CAPHOSOL(R)

~~other~~CAPHOSOL(R) is ~~drug~~a topical oral agent, is a U.S. patented, prescription medical device that lubricates the mucosa and helps maintain the integrity of the oral cavity through its mineralizing potential. The distinguishing feature of CAPHOSOL(R) is its high concentrations of calcium and phosphate ions, which are hypothesized to exert their beneficial effects by diffusing into intracellular spaces in the epithelium and permeating the mucosal lesion in mucositis. Calcium ions play a crucial role in several aspects of the inflammatory process, the blood clotting cascade, and tissue repair and phosphate ions may be a valuable supplemental source of phosphates for damaged mucosal surfaces.

Samaritan Inhas ~~Phase~~acquired IIthe ~~clinical~~exclusive ~~trials,~~rights ~~the~~from ~~drug~~EUSA isfor ~~usually~~CAPHOSOL(R) ~~tested~~and onis anegotiating an ~~limited~~addendum ~~number~~to ofthe ~~subjects~~original ~~(generally~~distribution upagreement to ~~several~~include ~~hundred subjects~~Caphosol(R) tofor marketing ~~preliminarily~~and ~~evaluate~~distribution ~~the~~in ~~efficacy~~Greece ofand ~~the~~Cyprus. ~~drug for~~Caphosol(R) ~~specific,~~is ~~targeted~~an ~~indications,~~approved ~~determine~~FDA prescription ~~dosage~~product ~~tolerance~~ and ~~optimal~~is ~~dosage,~~owned ~~and~~by ~~identify~~EUSA ~~possible~~Pharma ~~adverse~~and ~~effects~~marketed ~~and~~by ~~safety~~EUSA ~~risks~~Pharma in the U.S.

~~In Phase III clinical trials, the drug is usually tested on a larger number of subjects~~ COLLATAMP(~~up to several thousand~~R), 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.

14COLLATAMP(R) is a lyophilized collagen sponge impregnated with the aminoglycoside antibiotic gentamicin. Collatamp(R) is approved for the treatment and prevention of post-surgical infection.

On June In1, ~~Phase IV clinical trials or other post-approval commitments~~2008, ~~additional~~Samaritan ~~studies~~signed ~~and~~an ~~patient~~exclusive ~~follow-up~~agreement ~~are~~with ~~conducted~~EUSA tofor ~~gain experience from~~ the ~~treatment~~marketing and distribution of ~~patients in~~ the ~~intended~~ ~~therapeutic~~product ~~indication.~~Collatamp(R) ~~Additional~~in ~~studies~~Greece and ~~follow-up~~Cyprus. ~~are~~Collatamp(R) ~~also~~is an ~~conducted to document a clinical benefit where drugs are~~ approved ~~under~~FDA ~~accelerated~~prescription ~~approval~~product ~~regulations~~ and ~~based~~is onowned ~~surrogate~~by ~~endpoints.~~EUSA InPharma ~~clinical~~and ~~trials,~~marketed ~~surrogate~~by ~~endpoints~~EUSA ~~are~~Pharma ~~alternative~~in ~~measurements of~~ the ~~symptoms of a disease or condition that are substituted for measurements of observable clinical symptoms~~U. ~~Failure to promptly conduct Phase IV clinical trials and follow-up could result in expedited withdrawal of products approved under accelerated approval regulations~~S.

Samaritan ~~The~~is ~~facilities,~~marketing ~~procedures,~~Collatamp(R) ~~and~~in ~~operations~~Greece 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~~a ~~approved.~~pending ~~Foreign~~marketing ~~manufacturing~~application ~~facilities are also subject to periodic FDA inspections or inspections by foreign~~with regulatory authorities. ~~Among~~in ~~other~~Cyprus ~~things,~~to ~~the~~gain ~~FDA~~country ~~may~~marketing ~~withhold~~authorization drug 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.ELAPRASE(R)

ELAPRASE(R) Inis ~~addition,~~a ~~the~~human ~~FDA~~enzyme ~~imposes~~replacement atherapy ~~number~~for the treatment of ~~complex~~Hunter ~~regulatory~~syndrome, ~~requirements~~also known onas ~~entities~~Mucopolysaccharidosis ~~that~~II ~~advertise~~(MPS ~~and~~II). ~~promote~~Hunter ~~pharmaceuticals,~~syndrome ~~including~~is a rare, life-threatening ~~but~~genetic ~~not~~condition ~~limited~~that ~~to,~~results ~~standards~~from ~~and~~the absence or insufficient ~~regulations~~levels ~~for~~of ~~direct~~the lysosomal enzyme iduronate-to2-~~consumer~~sulfatase. ~~advertising,~~Without ~~off-label~~this ~~promotion~~enzyme, cellular ~~industry~~waste ~~sponsored~~products ~~scientific~~accumulate ~~and~~in ~~educational~~tissues ~~activities,~~ and ~~promotional~~organs, ~~activities~~which ~~involving~~then ~~the~~begin ~~Internet~~to malfunction.

ELAPRASE(R) ~~Failure~~was togranted ~~comply~~marketing ~~with~~authorization ~~FDA~~for ~~and~~the ~~other~~long-term ~~governmental~~treatment ~~regulations~~of ~~can~~patients ~~result~~with Hunter's indisease ~~fines,~~by ~~unanticipated~~the ~~compliance~~European ~~expenditures,~~Commission ~~recall~~in orJanuary ~~seizure~~2007. ofELAPRASE(R) ~~products,~~is ~~total or partial suspension of~~the ~~production~~first, and~~/or~~ ~~distribution~~only, ~~suspension~~enzyme ofreplacement ~~the~~therapy ~~FDA’~~for Hunter's ~~review~~disease ofpatients ~~NDAs,~~and was ~~injunctions~~launched ~~and~~in ~~criminal~~the ~~prosecution~~U.S. ~~Any~~in ofJuly ~~these actions could have a material adverse effect on us~~2006.

On ~~For~~December ~~marketing~~19, ~~outside~~2007, the ~~United~~Company ~~States,~~received wepricing ~~also are subject to foreign regulatory requirements governing human clinical trials and marketing~~ approval for ~~pharmaceutical~~ELAPRASE ~~products.~~from ~~The~~the ~~requirements~~Greek ~~governing~~Ministry ~~the conduct~~ of ~~clinical~~Development. ~~trials,~~On ~~product~~March ~~approval~~1, ~~pricing and reimbursement vary widely from country to country. Whether or not FDA approval has been obtained~~2007, ~~approval~~Samaritan ofsigned aan ~~product by the comparable regulatory authorities of~~exclusive ~~foreign~~licensing ~~countries~~agreement ~~must~~with beShire ~~obtained~~Human ~~before~~Genetic ~~manufacturing~~Therapies ~~or marketing the product in those countries~~(SHPGY.O) ~~The approval process varies from country~~ to ~~country~~market and ~~the time required for such approvals may differ substantially from that required for FDA~~ ~~approval.~~sell WeElaprase ~~cannot assure you that clinical trials conducted~~ in ~~one~~Greece ~~country~~and ~~will be accepted by other countries or that approval in one country will result in approval in any other country~~Cyprus. ~~For clinical trials conducted outside the United States, the clinical stages are generally comparable to the phases of clinical development established by the FDA.~~

InThe ~~the United States, physicians, hospitals and other healthcare providers that purchase pharmaceutical products generally rely on third-party payers, principally private health~~year ~~insurance~~2008 ~~plans,~~was ~~Medicare and, to a lesser extent, Medicaid, to reimburse all or part of~~ the ~~cost~~last ofyear ~~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~~Samaritan ~~will~~marketed ~~cover the cost of the product and related medical procedures~~Elaprase. 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.ERWINASE(R)

15ERWINASE(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.

~~Federal,~~On ~~state and local laws of general applicability~~March 10, ~~such as laws regulating working conditions~~2008, ~~also~~Samaritan ~~govern~~signed ~~us.~~an Inexclusive ~~addition,~~agreement wewith ~~are~~EUSA ~~subject~~for tothe ~~various federal, state~~ marketing and ~~local~~distribution ~~environmental~~of ~~protection laws and regulations, including those governing~~ the ~~discharge~~product ofErwinase(R) ~~material~~in ~~into~~Greece ~~the~~and ~~environment~~Cyprus. WeErwinase(R) dois an ~~not~~approved ~~expect~~FDA ~~the~~prescription ~~costs~~product ofand ~~complying~~is ~~with~~owned ~~such~~by ~~environmental~~EUSA ~~provisions~~Pharma toand ~~have~~marketed aby EUSA ~~material effect on our earnings~~Pharma, ~~cash requirements or competitive position~~ in the ~~foreseeable future~~U.S.

~~Competition~~Samaritan is marketing Erwinase(R) in Greece and has a pending marketing application with regulatory authorities in Cyprus to gain country marketing authorization drug approval.

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.19

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.INFASURF(R)

~~Employees~~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.

AsOn January ~~of December 31~~16, 2007, weSamaritan ~~have~~signed ~~twenty~~an ~~(20)~~exclusive ~~employees~~agreement ~~consistent~~with ofSiraeo, ~~sixteen~~Ltd ~~(16)~~for the ~~full-time~~marketing ~~employees~~ and ~~four~~distribution ~~(4)~~of ~~part~~the ~~time~~product ~~employees. Of our employees, sixteen~~ INFASURF(16R) ~~are engaged~~ in ~~pharmaceutical~~Turkey, ~~research~~Serbia, Bosnia, ~~development~~Macedonia, ~~or sales activities~~Albania, ~~two~~Egypt ~~(2) are engaged in administration~~ and ~~finance,~~Syria. ~~and two~~ INFASURF(2R) ~~are~~is ~~Information~~an ~~Technology~~approved ~~employees.~~FDA prescription ~~Additionally,~~product ~~Samaritan~~owned ~~has~~by ~~eight~~ONY, ~~(8) research professionals (including five (5) Ph~~Inc.D. ~~level~~and ~~research~~marketed ~~scientists)~~by ~~who~~Forest ~~work~~Laboratories ~~under~~ in the ~~Research Collaboration with The Research Institute of McGill University Health Centre~~U. ~~Further, we make extensive use of another fifteen (15) consultants including Dr~~S. ~~Papadopoulos, our Key Scientific Consultant.~~

ASamaritan utilizes ~~significant~~the ~~number~~US ofFDA ~~our~~approved ~~management~~regulatory ~~and~~file ~~professional~~in ~~employees~~preparing ~~have~~marketing ~~had~~applications for ~~experience~~INFASURF(R) with ~~pharmaceutical,~~regulatory ~~biotechnology~~authorities ~~or medical product companies. While we have been successful~~ in ~~attracting~~Turkey, ~~skilled and experienced scientific personnel~~Serbia, ~~there can be no assurance that we will be able to attract or retain the necessary qualified employees and/or consultants in the future~~Bosnia, F.Y.R.O.M., ~~None~~Albania, ofEgypt ~~our employees are covered by collective bargaining agreements~~ and weSyria ~~consider~~to ~~relations~~gain ~~with~~country ~~our~~marketing ~~employees~~authorization drug ~~to be good~~approval.

~~Available Information~~KIDROLASE(R)

~~Our website address~~ KIDROLASE(R) is ~~www.samaritanpharma.com.~~indicated ~~The~~in ~~contents~~the oftreatment ~~our website are not part~~ of ~~this~~Acute ~~annual~~Lymphoblastic ~~report~~Leukemia. WeAsparagine ~~make~~is ~~available~~an amino onacid ~~our~~that ~~website~~is ~~our~~essential ~~annual~~for ~~reports~~cell ongrowth; ~~Form~~it ~~10-K,~~is ~~our~~produced ~~quarterly~~by ~~reports~~most ~~on Form 10-Q~~cells, ~~any~~but not ~~current~~all ~~reports~~blood oncells. ~~Form~~Mutated ~~8-K~~(cancer) ~~and~~cells ~~any~~in ~~amendments~~ALL torely ~~those~~on ~~reports~~asparagine circulating asin ~~soon~~the asblood ~~reasonably~~for ~~practicable~~growth. ~~after~~L-Asparaginase ~~this material~~ is ~~electronically~~an ~~filed~~enzyme ~~with~~that orlowers circulating ~~furnished~~asparagine tolevels in the ~~U.S.~~blood ~~Securities~~thereby ~~and~~depriving ~~Exchange~~the ~~Commission,~~mutated orblood cells ~~SEC. In addition, we provide paper copies~~ of ~~our~~asparagine ~~filings~~and ~~free~~inhibiting oftheir ~~charge upon request~~growth.

~~ITEM~~On 1AMarch 10, 2008, Samaritan signed an exclusive agreement with EUSA for the marketing and distribution of the product Kidrolase(R) in Greece and Cyprus. ~~RISK~~Kidrolase(R) is ~~FACTORS~~an approved FDA prescription product and is owned by EUSA Pharma and marketed by EUSA Pharma, in the U.S.

~~You~~Samaritan utilizes ~~should carefully consider~~ the ~~risks~~US ~~described~~FDA ~~below~~approved ~~before~~regulatory ~~purchasing~~file ~~our~~in ~~Common~~preparing ~~Stock.~~marketing ~~Our~~applications for ~~most~~Kidrolase(R) ~~significant~~with ~~risks~~regulatory ~~and~~authorities ~~uncertainties~~in ~~are~~Greece 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~~Cyprus ~~may~~to ~~lose~~gain country ~~all~~marketing orauthorization ~~part~~drug ~~of your investment therein~~approval. ~~You should acquire shares of our Common Stock only if you can afford to lose your entire investment.~~

16MEPIVAMOL(R)

~~RISKS~~MEPIVAMOL(R) (Mepivacaine) ~~ASSOCIATED~~is ~~WITH~~an ~~OUR~~effective ~~BUSINESS~~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.

WeOn January ~~Have~~1, A2007, ~~Limited~~Samaritan ~~Operating~~entered ~~History~~into ~~With~~an ~~Significant~~exclusive ~~Losses~~licensing ~~And~~agreement ~~Expect~~with Molteni ~~Losses~~Farmaceutici Tofor ~~Continue~~the Inmarketing ~~The~~and ~~Near~~distribution ~~Future~~of MEPIVAMOL(R) in the countries of Greece and Cyprus.

WeSamaritan utilizes ~~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~~Italian ~~ended~~Ministry ~~December 31, 2007 and 2006 respectively. As a result, at December 31, 2007, we had an accumulated deficit~~ of ~~$44,335,140.~~Health Toapproved ~~date,~~regulatory ~~our~~file ~~revenues~~in ~~have~~preparing marketing ~~not~~applications ~~been sufficient to sustain our operations. Our profitability will require the successful commercialization of one or more drugs~~ for ~~our~~MEPIVAMOL(R) ~~territories~~with inregulatory ~~Eastern~~authorities ~~Europe as well as the out-licensing of our internal development programs~~ in ~~Alzheimer's, cancer, cardiovascular disease,~~ Greece and ~~infectious~~Cyprus ~~diseases. Currently, the Company has in-licensed fifteen (15) products~~ to begain ~~marketed~~country ~~and~~marketing ~~distributed~~authorization indrug ~~our Eastern Europe territories~~approval. ~~No assurances can be given when this will occur or when we will become profitable.~~

~~--------------------------------------------------------------------------------~~METHADONE HCL(R)

WeMETHADONE HCL(R) ~~Will~~is ~~Need~~an ~~Additional~~opiate ~~Capital~~agonist. InMETHADONE ~~The~~HCL(R) ~~Future~~prevents heroin or morphine from interacting with receptors for natural painkillers called endorphins, ~~But~~blocking the ~~Our~~effects ~~Access~~of Tothe ~~Such~~addictive ~~Capital~~drugs Isand ~~Uncertain~~reducing the physical cravings. METHADONE HCL(R) is approved by the Italian Ministry of Health and is owned by Molteni Pharmaceuticals, Inc. and marketed by Molteni Farmaceutici, Inc. in Italy.

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 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.20

AtOn January ~~our~~1, ~~current level of expenditures and profits from our sales in Eastern Europe~~2007, weSamaritan ~~believe~~entered ~~that our cash resources are not adequate to meet our requirements~~ into ~~2009.~~an ~~Our~~exclusive ~~capital~~licensing ~~needs~~agreement ~~will~~with Molteni ~~depend~~Farmaceutici ~~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~~marketing ~~commercialization of our products. Our needs may also depend on the magnitude~~ and ~~scope~~distribution of ~~these~~METHADONE ~~activities,~~HCL(R) ~~the progress and the level of success~~ in ~~our clinical trials,~~ the ~~costs~~countries of ~~preparing,~~Greece ~~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 and development of marketing activities, if undertaken by usCyprus. ~~We do not have committed external sources of funding. If adequate funds are not available, we may be required to:~~

~~delay,~~METHADONE HCL(R) ~~reduce~~can ~~the~~only ~~scope~~be ~~of,~~sold orin ~~eliminate~~Greece ~~one~~and orCyprus ~~more~~via ofa ~~our~~centralized ~~research~~government tender. ~~and~~Samaritan ~~development~~has ~~programs;~~a tender application prepared for the next announcement by Greek authorities to accept price bids for this product.

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;MORPHINE SULPHATE(R)

~~license~~MORPHINE SULPHATE(R) ~~rights~~(Injectable Formulation) relieves moderate to ~~technologies,~~severe ~~product~~pain ~~candidates~~by orbinding to ~~products~~brain onreceptors. ~~terms~~Morphine ~~that~~Sulphate ~~are~~may ~~less~~be ~~favorable~~used to uscontrol ~~than~~the ~~might~~pain ~~otherwise~~following surgery, child birth, and other procedures. It may also be ~~available;~~used orto treat the pain associated with cancer, heart attacks, sickle cell disease and other medical conditions.

WeOn January ~~intend~~1, to2007, ~~actively~~Samaritan ~~seek~~entered ~~new~~into ~~financing~~an ~~from~~exclusive ~~time~~licensing toagreement ~~time~~with Molteni toFarmaceutici ~~provide financial support~~ for ~~our~~the ~~activities.~~marketing ~~If we raise additional funds by issuing additional stock, further dilution to our stockholders may result,~~ and ~~new~~distribution ~~investors~~of ~~could~~MORPHINE ~~have rights superior to existing stockholders. If funding is insufficient at any time~~ SULPHATE(R) in the ~~future,~~countries ~~we may be unable to develop or commercialize our products, take advantage~~ of ~~business~~Greece ~~opportunities~~and ~~or respond to competitive pressures, which could have a material adverse effect on our business~~Cyprus.

~~--------------------------------------------------------------------------------~~MORPHINE SULPHATE(R) can only be sold in Greece and Cyprus via a centralized government tender. During the first quarter of 2008, Samaritan received its first tender purchase order of Morphine Sulfate from the Institute of Pharmaceutical Research and Technology (IFET). Samaritan has prepared a tender application for the next request by Greek authorities for applications.

17NALOXONE MOLTENI(R)

~~Our~~NALOXONE MOLTENI(R) ~~Independent~~is ~~Registered~~an ~~Public~~opioid ~~Accounting~~antagonist ~~Firm~~which ~~Has~~reverses ~~Issued~~the Aneffects ~~Unqualified~~of ~~Opinion~~opioid overdose, ~~With~~for Anexample ~~Explanatory~~heroin ~~Paragraph,~~and Tomorphine ~~The~~overdose. ~~Effect~~Specifically, ~~That~~Naloxone ~~There~~is used Isin ~~Substantial~~opioid ~~Doubt~~overdoses ~~About~~for ~~Our~~countering ~~Ability~~life-threatening Todepression ~~Continue~~of Asthe central Anervous ~~Going~~system ~~Concern~~and respiratory system.

~~The~~On January ~~Company’s~~1, ~~independent~~2007, ~~registered~~Samaritan ~~public~~entered ~~accounting~~into ~~firm has issued~~ an ~~unqualified~~exclusive ~~opinion~~licensing agreement with Molteni anFarmaceutici ~~explanatory~~for ~~paragraph, to~~ the ~~effect~~marketing ~~that~~and ~~there~~distribution isof ~~substantial~~NALOXONE ~~doubt~~MOLTENI(R) in ~~about~~ the ~~Company’s~~countries ~~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~~Greece and ~~cash flows of the Company~~Cyprus.

~~The accompanying financial statements have been prepared assuming that the Company~~ NALOXONE(R) will ~~continue~~be assold ~~a going concern. As discussed in note 2 to the financial statements, the Company has generated minimal revenues~~ and ~~experienced~~distributed anby ~~accumulated~~Samaritan ~~deficit~~on ofa ~~$44,335,140~~named ~~through~~patient ~~December~~basis ~~31,~~until ~~2007. For~~ the pricing ~~year ended December 31, 2007~~ and ~~2006,~~ the ~~Company~~reimbursement ~~incurred net losses~~ of ~~$3,025,998~~NALOXONE(R) ~~and~~is ~~$7,572,746,~~established ~~respectively~~in ~~and~~Greece ~~used cash flows from operations of $1,347,122~~ and $6 Cyprus,~~248,128,~~ ~~respectively.~~with ~~These matters raise substantial doubt about~~ the ~~Company's~~relevant ~~ability~~regulatory ~~to continue as a going concern~~authorities. 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.

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.NALTREXONE MOLTENI(R)

~~Unless~~NALTREXONE MOLTENI(R) weis ~~raise~~an ~~additional~~opioid ~~funds,~~antagonist ~~either~~which ~~through~~is ~~the~~used ~~sale~~to ofhelp ~~equity~~people ~~securities~~who orhave ~~one~~a narcotic or ~~more~~alcohol ~~collaborative~~addiction ~~arrangements,~~stay wedrug ~~will need to reduce our research and development and significantly reduce our workforce and our operating expenses~~free. IfNALTREXONE weMOLTENI(R) dois ~~not~~used after ~~take~~the ~~these~~patient ~~actions,~~has westopped ~~will~~taking ~~not~~drugs ~~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~~alcohol. ~~Reducing~~It ~~our~~works ~~research~~by ~~and~~blocking ~~development~~the effects orof ~~significantly~~narcotics ~~reducing our workforce~~ or ~~operating~~by ~~expenses~~decreasing ~~will~~the ~~adversely~~craving ~~affect~~for ~~our business and prospects~~alcohol.

IfNALTREXONE MOLTENI(R) Weis Doapproved ~~Not~~by ~~Receive~~the ~~And~~Italian ~~Maintain~~Ministry ~~Regulatory~~of ~~Approvals~~Health ~~For~~and ~~Our~~is ~~Products~~owned Orby ~~Product Candidates~~Molteni Farmaceutici, WeInc. ~~Will~~and ~~Not~~marketed Beby ~~Able~~Molteni ~~To Commercialize Our Products~~Farmaceutici, ~~Which~~Inc. ~~Would Substantially Impair Our Ability To Generate Revenues And Materially Harm Our Business And Financial Condition~~in Italy.

~~Approval~~On January ~~from~~1, ~~the~~2007, ~~FDA~~Samaritan isentered ~~necessary~~into toan ~~manufacture~~exclusive ~~and~~licensing ~~market~~agreement ~~pharmaceutical~~with Molteni ~~products~~Farmaceutici infor the ~~United~~marketing ~~States. The regulatory approval process is extensive, time-consuming~~ and ~~costly,~~distribution ~~and~~of ~~the~~NALTREXONE ~~FDA~~MOLTENI(R) in ~~may not approve additional product candidates, or~~ the ~~timing~~countries of ~~any~~Greece ~~such approval may not be appropriate for our product launch schedule~~ and ~~other business priorities, which are subject to change~~Cyprus.

~~Clinical~~Samaritan utilizes ~~testing~~the ofItalian ~~pharmaceutical~~Ministry ~~products is also a long, expensive and uncertain process. Even if initial results~~ of ~~preclinical~~Health ~~studies~~approved orregulatory ~~clinical~~file ~~trial~~in ~~results~~preparing marketing ~~are~~applications ~~positive,~~for weNALTREXONE ~~may~~MOLTENI(R) ~~obtain~~with ~~different~~regulatory ~~results~~authorities in Greece ~~later~~and ~~stages~~Cyprus ~~of drug development, including failure~~ to ~~show~~gain ~~desired~~country ~~safety~~marketing ~~and~~authorization ~~efficacy. The clinical trials of any of our product candidates could be unsuccessful, which would prevent us from obtaining regulatory~~ drug approval ~~and commercializing the product~~.

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

~~FDA~~ORAMORPH(R) is ~~officials~~morphine ~~may~~sulphate ~~not~~in ~~find~~an aoral ~~product~~solution ~~candidate~~and ~~safe~~is orused ~~effective~~for managing moderate to severe ~~merit~~chronic anpain ~~approval;~~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 and is marketed by Molteni in Italy.

~~FDA~~ORAMORPH(R) is ~~officials~~approved ~~may~~by ~~not find that~~ the ~~data~~Italian ~~from~~Ministry ~~preclinical~~of ~~testing~~Health and ~~clinical~~is ~~trials~~owned ~~justifies~~by ~~approval~~Molteni Farmaceutici, orInc. ~~they~~and ~~may~~marketed ~~require~~by ~~additional~~Molteni ~~studies~~Farmaceutici, ~~that~~Inc. ~~would make it commercially unattractive to continue pursuit of approval;~~in Italy.

~~the FDA might not approve the processes or facilities of our contract manufacturers or raw material suppliers or our manufacturing processes or facilities;~~21

~~the~~On January ~~FDA~~1, ~~may~~2007, ~~change~~Samaritan ~~its~~entered ~~approval~~into ~~policies~~an orexclusive ~~adopt~~licensing ~~new~~agreement ~~regulations;~~with Molteni Farmaceutici for the marketing and distribution of ORAMORPH(R) in the countries of Greece and Cyprus.

~~the~~Oramorph has ~~FDA may approve~~ a ~~product~~Greek ~~candidate~~marketing ~~for~~authorization. ~~indications~~Oramorph ~~that~~can ~~are~~only ~~narrow~~be orsold ~~under~~in ~~conditions~~Greece ~~that~~via ~~place our product at~~ a centralized ~~competitive~~government ~~disadvantage,~~tender. ~~which~~Samaritan ~~may~~has ~~limit~~a ~~our~~tender ~~sales~~application ~~and~~prepared ~~marketing~~for the ~~activities~~next orannouncement ~~otherwise~~by ~~adversely~~Greek ~~impact~~authorities ~~the~~to ~~commercial~~accept ~~potential~~price ofbids afor this 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.PETHIDINE(R)

18PETHIDINE(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.

~~--------------------------------------------------------------------------------~~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.

IfPethidine® can ~~Our~~only ~~Products~~be Dosold ~~Not~~in ~~Gain~~Greece ~~Market~~and ~~Acceptance,~~Cyprus ~~Our~~via ~~Business~~a ~~Will~~centralized ~~Suffer~~government ~~Because~~tender. Samaritan Wehas ~~Might~~a ~~Not~~tender Beapplication ~~Able~~prepared Tofor ~~Fund~~the ~~Future~~next ~~Operations~~announcement by Greek authorities to accept price bids for this product.

~~A number of factors may affect the market acceptance of our products or any other products we develop or acquire, including, among others:~~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 ~~price~~delivery of ~~our~~the ~~products~~local anesthetic. ~~relative~~The drug formulation is a eutectic mixture of lidocaine 70 mg and tetracaine 70 mg. Rapydan(R) is indicated to ~~other~~provide ~~therapies~~local dermal analgesia for superficial ~~the~~venous ~~same~~access orand ~~similar~~superficial ~~treatments;~~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 ~~perception~~marketing and distribution of the product Rapydan(R) in Greece and Cyprus. As of October 2008, EUSA no longer markets and distributes the product Rapydan(R). Rapydan(R) is an approved FDA prescription product under the name SYNERA(R) and is owned by ~~patients~~ZARS Pharmaceuticals, ~~physicians~~Inc. and ~~other~~marketed ~~members~~by Endo ofPharmaceuticals, Inc. in the ~~health;~~US.

~~care~~Samaritan markets ~~community~~Rapydan(R) ofin ~~the~~Greece. ~~safety~~The ~~and~~Company ~~effectiveness~~has ofa ~~our~~pending ~~products~~marketing ~~for~~application with ~~their~~regulatory ~~prescribed~~authorities ~~treatments;~~in Cyprus to gain country marketing authorization drug approval.

~~the availability of satisfactory levels, or at all, of third party reimbursement for our products and related treatments;~~REPLAGAL(R)

~~our~~REPLAGAL(R) is ~~ability~~a long-term enzyme replacement therapy used to ~~fund~~treat ~~our~~patients ~~sales~~with ~~and~~a confirmed ~~marketing~~diagnosis ~~efforts;~~of ~~and~~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 ~~effectiveness~~and the reimbursement of ~~our~~Replagal(R) ~~sales~~is established in Greece and Cyprus, ~~marketing~~with ~~efforts~~the relevant regulatory authorities.

InOn ~~addition~~April 13, ~~our~~2007, ~~ability~~Samaritan tosigned ~~market~~an ~~and~~exclusive ~~promote~~licensing ~~our~~agreement ~~products~~with isShire Pharmaceuticals ~~restricted~~for to the ~~labels approved by the FDA. If the approved labels are restrictive, our sales and~~ marketing ~~efforts~~ and ~~market~~sale ~~acceptance and the commercial potential~~ of ~~our~~Replagal(R) ~~products~~in ~~may~~Greece ~~be negatively affected~~and Cyprus.

IfThe ~~our~~year 2008 ~~products~~was ~~do not gain market acceptance, we may not be able to fund future operations, including~~ the ~~development~~last oryear ~~acquisition~~that ofSamaritan ~~new~~marketed ~~product candidates and/or our sales and marketing efforts for our approved products, which would cause our business to suffer~~Replagal.

~~--------------------------------------------------------------------------------~~Sales and Marketing

If We in-license ~~Fail~~products Tothat ~~Properly~~focus ~~Manage~~on ~~Our~~targeting ~~Anticipated~~healthcare ~~Growth~~providers, ~~Our~~managed healthcare ~~Business~~organizations, ~~Could~~specialty ~~Suffer~~distribution companies, government purchasers, and payers.

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 results 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.22

~~--------------------------------------------------------------------------------~~Product Candidates

~~The~~A significant ~~Company's~~portion ~~License~~of ~~Agreements~~our ~~May~~operating Beexpenses ~~Terminated~~are Inrelated ~~The~~to ~~Event~~the Ofresearch Aand development ~~Breach~~of investigational-stage product candidates. Research and development expenses for the years ended December 31, 2008 and 2007 were $1,634,304 and $1,983,194 respectively. We limited the research and development of our product candidates due to the lack of financing for the Company.

~~The~~We currently ~~license~~focus ~~agreements~~our ~~pursuant~~research toand ~~which~~development ~~the~~efforts ~~Company~~in ~~has~~the ~~licensed~~therapeutic ~~its~~areas ~~core~~of Alzheimer's, ~~technologies~~cancer, ~~for~~cardiovascular ~~its~~and ~~potential~~infectious ~~drug~~diseases. ~~products~~Any ~~permit~~of ~~the~~our ~~licensors~~programs in tothese ~~terminate~~disease ~~such~~areas ~~agreements~~could ~~under~~become ~~certain~~more ~~circumstances,~~significant ~~such~~to asus ~~the~~in ~~failure by~~ the ~~licensee~~future, tobut there ~~use~~can ~~its~~be ~~reasonable~~no ~~best~~assurance ~~efforts~~that toany ~~commercialize~~program ~~the~~in ~~subject~~development ~~drug~~ or ~~the~~investigation ~~occurrence~~will generate ofviable ~~any~~marketable ~~uncured material breach by the licensee~~products. ~~The~~As ~~license~~such, ~~agreements~~we ~~also~~continually ~~provide~~evaluate ~~that~~all product ~~the~~candidates ~~licensor~~and ~~is primarily responsible for obtaining patent protection for the licensed technology~~may, ~~and~~from ~~the~~time ~~licensee is required~~ to ~~reimburse~~time, ~~the~~discontinue ~~licensor for costs it incurs in performing these activities. The license agreements also require~~ the ~~payment~~development of any ~~specified~~given ~~royalties.~~program ~~Any~~and ~~inability~~focus orour ~~failure~~attention toand ~~observe~~resources ~~these~~elsewhere. ~~terms~~We ~~or pay these costs or royalties~~ may ~~result~~choose to inaddress ~~the~~new ~~termination~~opportunities offor ~~the~~future ~~applicable~~growth ~~license agreement~~ in ~~certain~~a ~~cases.~~number ~~The termination~~ of ~~any~~ways ~~license~~including, but ~~agreement~~not ~~could~~limited ~~force us~~ to, ~~curtail~~internal ~~our~~discovery ~~business~~and ~~operations.~~development As of ~~April~~new 11products, ~~2008,~~out licensing ~~Samaritan Pharmaceuticals~~ and ~~Samaritan~~in-licensing ~~Therapeutics' payment~~of toproducts ~~McGill~~and ~~University is in arrears~~technologies, ~~which may permit our collaborator to terminate the research~~ and/or ~~development~~acquisition ~~agreement. The termination~~ of companies ~~any~~with ~~license~~products ~~agreement~~and/or ~~could force us to curtail our business operations~~technologies. AsAny of ~~the~~these ~~April~~activities ~~11,~~may ~~2008,~~require substantial ~~Samaritan~~research ~~Pharmaceuticals~~ and ~~Samaritan~~development ~~Therapeutics’~~efforts ~~payment~~and toexpenditure ~~McGill~~of ~~University~~significant amounts isof incapital. ~~arrears,~~The ~~which~~following ~~may~~summarizes ~~permit~~ our ~~collaborator~~current toproduct ~~terminate~~candidate programs ~~the~~with ~~research~~relevant ~~and~~out-licensing ~~development~~deals ~~agreement.~~that ~~Currently, all parties are in discussion to bring~~ the ~~balance~~Company ~~in arrears current~~has completed.

~~--------------------------------------------------------------------------------~~Alzheimer's disease

~~Protecting Our Proprietary Rights Is Difficult and Costly~~SP-233

~~The~~Caprospinol (SP-233) ~~patent~~is ~~positions~~a ofnovel ~~pharmaceutical~~Alzheimer's ~~companies~~drug ~~can~~candidate bethat ~~highly~~Samaritan ~~uncertain~~believes ~~and~~has ~~involve~~the potential ~~complex~~to ~~legal~~clear ~~and~~beta-amyloid ~~factual~~plaque ~~questions.~~from ~~The~~the ~~license~~brain; ~~agreements~~a ~~also~~problem ~~provide~~ that ~~the~~most researchers ~~licensor~~today believe is ~~primarily responsible for obtaining patent protection for~~ the ~~licensed~~cause ~~technology,~~of ~~and~~Alzheimer's. ~~the~~Samaritan ~~licensee~~filed isan ~~required~~IND application ~~to reimburse the licensor~~ for ~~costs~~Caprospinol iton ~~incurs~~October ~~in performing these activities. Accordingly~~30, we2006 ~~cannot~~and ~~predict~~was ~~the~~subsequently ~~breadth~~granted ofan IND ~~claims~~number ~~allowed~~by inthe ~~these~~FDA. ~~companies'~~The ~~patents or whether the~~ Company ~~may~~believes ~~infringe~~that orCaprospinol could be ~~infringing~~a significant onbreakthrough ~~these~~in ~~claims.~~the ~~Patent~~treatment ~~disputes~~of ~~are~~Alzheimer's, ~~common~~ and ~~could~~plans ~~preclude~~to provide the ~~commercialization~~information ofrequested ~~our~~by ~~products.~~the ~~Patent~~FDA ~~litigation is costly~~ in ~~its~~order ~~own right and could subject us~~ to ~~significant~~continue ~~liabilities~~moving toour ~~third~~Caprospinol development ~~parties.~~program ~~In addition~~forward. Additionally, anthe ~~adverse~~Company ~~decision~~has ~~could~~submitted annual ~~force~~reports us to ~~either~~the ~~obtain~~FDA ~~third-party~~to ~~licenses~~keep ~~at a material cost or cease using~~ the ~~technology~~IND ~~or product in dispute~~active.

~~--------------------------------------------------------------------------------~~Cardiovascular

~~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~~SP-1000

~~The~~SP-1000 is ~~Company and Samaritan Therapeutics Canada, have signed~~ a ~~Research~~fast-acting ~~Collaboration~~peptide ~~and~~that ~~Licensing~~can ~~Agreement~~be ~~with~~used ~~The~~to ~~Research~~clean ~~Institute~~the blood of ~~McGill~~excessive cholesterol ~~University Health Centre (RI-MUHC)~~ in ~~Montreal,~~acute ~~Canada,~~high tocholesterol ~~advance~~conditions. ~~its~~SP-1000 ~~promising~~plays ~~pipeline~~a ~~into~~role ~~clinical~~in transformation ~~trial status~~ and ~~develop~~binding ~~new~~of ~~innovative~~LDL ~~drug~~cholesterol ~~candidates. Once drug candidates, derived from the collaborative research, are clinically-validated~~ and ~~deemed~~raising ~~to hold promise~~HDL, ~~Samaritan Therapeutics will continue to develop~~ the ~~drug candidate in Canada~~good cholesterol, ~~while~~with ~~Samaritan~~immediate ~~Pharmaceuticals will focus on the drug candidate's process through regulatory agencies and its commercialization throughout the rest of the world~~results.

~~Our~~To ~~success~~this end, ~~will~~Samaritan's ~~depend~~collaborating inscientists ~~large~~developed ~~part~~SP-1000 onto ~~the~~be ~~ability~~a ofpotential hypocholesterolemic ~~the~~agent ~~Company~~that ~~and~~acts ~~its~~through ~~licensors to (~~a) ~~maintain~~new ~~license~~ and ~~patent~~novel ~~protection~~mechanism ~~with~~of ~~respect~~action that tois ~~their~~quite ~~drug~~distinct ~~products,~~to ~~(b) defend patents and licenses once obtained, (c) maintain trade secrets, (d) operate without infringing upon~~ the ~~patents~~mechanism ~~and proprietary rights~~ of ~~others~~action ~~and~~mediating ~~(e) obtain appropriate licenses to patents or proprietary rights held by third parties if infringement should otherwise occur, both in~~ the ~~United~~effects ~~States and in foreign countries~~of statins. ~~We have obtained licenses to patents and other proprietary rights from Georgetown University and George Washington University.~~

The effectiveness ~~patent positions~~ of ~~pharmaceutical~~SP-1000 ~~companies,~~peptide ~~including~~treatment ~~those~~has ofbeen ~~the~~demonstrated ~~Company,~~in ~~are~~two validated ~~uncertain~~hypercholesterolemia ~~and~~animal ~~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~~models, ~~that~~a ~~patents~~genetically ~~will~~engineered ~~issue~~mouse model ~~from~~mimicking ~~any~~familial ~~of the pending applications or that claims allowed will be sufficient to protect the technology licensed to the Company. In addition~~hypercholesterolemia, weand ~~cannot~~in bediet-induced hypercholesterolemia ~~certain~~guinea 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 Companypigs.

~~Litigation,~~Based ~~which could result in substantial cost, may also be necessary to enforce any patents to which~~ on the ~~Company~~study ~~has rights~~results, orSamaritan tocollaborative ~~determine~~scientists ~~the~~believe 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~~SP-~~related~~1000 peptide ~~litigation or interference proceeding~~ could have ~~an adverse material effect on~~ the ~~Company~~following ~~pending~~pharmacological ~~resolution of the disputed matters.~~activities:

Weo ~~may~~SP-1000 peptide 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 beinterfere ~~breached~~with orcholesterol ~~terminated,~~metabolism ~~that we will have adequate remedies for any breach or that trade secrets will not otherwise become known or be independently discovered by competitors.~~and disposition;

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

Weo ~~Are~~SP-1000 peptide ~~Faced~~will ~~With~~be ~~Intense~~effective ~~Competition~~in ~~And~~removing ~~Industry~~atheromas ~~Changes,~~and ~~Which~~preventing ~~May Make It More Difficult For Us To Achieve Significant Market Penetration.~~plaque formation;

20o SP-1000 peptide will protect against high cholesterol-induced neurological, cardiac and muscular suffering, and gross liver morphology.

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 regulatory 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.23

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.

IfThe Company Weis ~~Are~~seeking ~~Unable~~a Topartnership ~~Continue~~to ~~Product~~further ~~Development,~~develop ~~Our Business Will Suffer~~SP-1000.

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.Infectious Diseases

SP-~~-------------------------------------------------------------------------------~~01A

~~There~~SP-01A Isis an NoHIV ~~Assurance~~oral ~~That~~entry ~~Our~~inhibitor ~~Products~~drug. ~~Will~~In ~~Have~~order ~~Market~~for ~~Acceptance~~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.

~~The~~Clinical studies ~~success~~to ofdate ~~the~~suggest ~~Company~~that ~~will~~SP-01A ~~depend~~prevents inHIV ~~substantial~~from ~~part~~entering oncells ~~the~~by inhibiting ~~extent~~HIV-1 toviral ~~which~~replication through a ~~drug~~novel ~~product,~~mechanism ~~once~~that ~~approved,~~is ~~achieves~~unique ~~market~~to any ~~acceptance.~~antiviral ~~The~~drug ~~degree~~SP-01A ofreduces ~~market~~intracellular ~~acceptance~~cholesterol ~~will~~and ~~depend upon a number of factors~~corticosteroid biosynthesis, ~~including~~which ~~(a)~~causes the ~~receipt~~inability ~~and scope~~ of ~~regulatory~~lipid ~~approvals,~~rafts ~~(b) the establishment and demonstration~~ in the ~~medical~~cellular ~~community~~membrane to oforganize, ~~the~~ultimately ~~safety~~preventing ~~and~~fusion ~~efficacy~~ of aan ~~drug~~HIV ~~product,~~receptor ~~(c) the product's potential advantages over existing treatment methods~~ and ~~(d)~~both ~~reimbursement~~the ~~policies of government~~ CCR5 and ~~third~~CXCR4 ~~party~~cellular ~~payers~~receptors. 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.

On May 20, 2008, Samaritan announced that it was awarded US patent No: US 7,354,906 B2, entitled "Composition of Anti-HIV drugs and Anti-Cortisol compounds and Methods for Decreasing the Side Effects of Anti-HIV drugs in Humans" by the Director of the United States Patent and Trademark Office. Additionally, Samaritan has licensed SP-~~----------------------------------------------------------------------------~~01A to Pharmaplaz.

~~There Is Uncertainty Relating To Third~~SP-~~Party Reimbursement, Which Is Critical To Market Acceptance Of Our Products.~~30

~~International~~SP-30 ~~market~~has demonstrated ~~acceptance~~promise ofin ~~our~~preclinical ~~products~~studies ~~may~~as ~~depend,~~an inantiviral ~~part,~~therapeutic ~~upon~~in the treatment ~~availability~~ of ~~reimbursement~~Hepatitis ~~within~~C ~~prevailing~~(HCV) ~~health~~as ~~care~~well ~~payment~~as ~~systems.~~a ~~Reimbursement~~therapeutic ~~and~~adjuvant ~~health care payment systems~~ in ~~international~~the treatment ~~markets~~of ~~vary~~HIV. ~~significantly~~SP-30 byoffers ~~country,~~several ~~and~~distinctive ~~include~~competitive ~~both~~advantages ~~government~~as ~~sponsored~~a potential ~~health~~oral ~~care~~adjuvant ~~and~~therapeutic ~~private insurance. We may not obtain international reimbursement approvals~~ in athe ~~timely~~treatment ~~manner,~~of ifHCV ~~at all~~infected individuals. ~~Our~~SP-30 ~~failure~~is touniquely ~~receive~~different ~~international~~from ~~reimbursement~~other ~~approvals~~inhibitors ~~may negatively impact market acceptance~~ of ~~our~~viral replication ~~products~~ in ~~the~~that ~~international~~it ~~markets~~appears into ~~which~~condition ~~those~~the ~~approvals~~cell. ~~are~~This ~~sought~~unique ~~and~~multiple target ~~could~~mechanism ~~force~~of usaction toprovides ~~curtail~~several ~~or cease our business operations~~advantages.

~~From time to time significant attention has been focused on reforming the health care system in the United States and other countries~~1. ~~Any~~In ~~changes~~HCV infected ~~in Medicare~~individuals, ~~Medicaid or third~~SP-~~party~~30 ~~medical~~uses ~~expense~~its ~~reimbursement,~~unique ~~which~~mechanism ~~may~~to ~~arise~~build ~~from health care reform, may have~~ a ~~material~~fence ~~adverse~~around the ~~effect~~cell ~~on reimbursement for our products or procedures in which our products are used~~ and ~~may~~prevent ~~reduce~~viral ~~the price we are able to charge for our products~~entry. ~~In addition~~Consequently, ~~changes~~HCV tois ~~the~~unable ~~health~~to ~~care~~replicate ~~system~~or mutate ~~may also affect the commercial acceptance of products we are currently developing~~ and ~~products~~is weeventually ~~may~~eradicated ~~develop~~by in the ~~future~~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.

213. SP-30 does not appear to be contraindicated with any other currently approved ARV or HCV treatments.

IfTherefore, based Weon ~~Are~~its ~~Unable~~favorable Toin-vitro ~~Protect~~inhibition ~~Our~~data, ~~Intellectual~~Samaritan ~~Property,~~is Wedeveloping ~~May~~a ~~Not~~Phase I Beclinical ~~Able~~study Toprotocol ~~Operate~~for ~~Our~~SP-30 ~~Business~~as ~~Profitably~~a potential oral adjuvant therapeutic in the treatment of HCV infected individuals. Additionally, the Company is seeking a partnership to further develop SP-30.

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. Also, 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.Endocrinology

SP-~~-------------------------------------------------------------------------------~~6300

IfSP-6300 is Wea ~~Are~~new ~~Unable~~and Tonovel ~~Operate~~approach ~~Our~~for ~~Business~~the ~~Without~~treatment ~~Infringing~~of ~~Upon~~Cushing's ~~The~~syndrome, ~~Intellectual~~also ~~Property~~known as ~~Rights~~exogenous Ofhypercortisolism. ~~Others,~~Cushing's Wesyndrome ~~May~~affects ~~Not~~adults Be20 ~~Able~~to To50 ~~Operate~~with an ~~Our~~estimated ~~Business~~10 ~~Profitably~~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.

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.24

~~--------------------------------------------------------------------------------~~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.

IfThe Company Wehas ~~Become~~an ~~Subject~~active ToIND ~~Product~~to ~~Liability~~test ~~Claims,~~SP-6300 Wein ~~May~~humans. Additionally, the BeCompany ~~Required~~is Toseeking ~~Pay~~a ~~Damages~~partnership ~~That~~to ~~Exceed~~further ~~Our~~develop ~~Insurance Coverage~~SP-6300.

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.SP-6310

In analyzing the data from clinical study SII-101 and preclinical studies, Samaritan Pharmaceuticals learned that SP-6310 (procaine hydrochloride), given orally, may be a potential therapy for the normalization of both low and high urinary cortisol levels in HIV-~~-----------------------------------------------------------------------------~~infected patients.

~~Insurance~~Samaritan Pharmaceuticals ~~Coverage~~has Isan ~~Increasingly~~active ~~More~~IND ~~Difficult~~(Investigational ToNew ~~Obtain~~Drug) orapplication ~~Maintain~~for SP-6310 in the treatment of HIV-infected patients with abnormal cortisol levels.

~~Obtaining~~Non Drug 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.Products

~~--------------------------------------------------------------------------------~~Alzheimer's Diagnostic Blood Test

22Our 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.

~~Our~~Breast Cancer ~~Success Will Depend On Our Ability To Attract And Retain Key Personnel~~Diagnostic

InOur non-invasive ~~order~~blood totest ~~execute~~could ~~our~~be ~~business~~the ~~plan,~~first wediagnostic ~~need~~tool to ~~attract,~~predict ~~retain~~if ~~and motivate~~ a breast ~~significant~~tumor ~~number~~is ~~of highly qualified managerial~~cancerous, ~~technical,~~with ~~financial~~the ~~and~~added ~~sales~~possibility ~~personnel. If we fail~~ to ~~attract~~detect ~~and~~one ~~retain~~single aggressive ~~skilled~~cancer ~~scientific~~cell ~~and~~out ~~marketing~~of ~~personnel,~~a ~~our~~million ~~research~~blood ~~and~~cells. ~~development~~This ~~and~~tool ~~sales~~could ~~and~~also ~~marketing efforts will~~ be used ~~hindered.~~as ~~Our~~a ~~future~~monitoring ~~success~~tool ~~depends~~ to ameasure ~~significant degree upon~~ the ~~continued~~success ~~services~~ of ~~key management personnel~~chemotherapy, ~~including~~radiation ~~Dr. Janet Greeson, our Chief Executive Officer, President~~ and other ~~Chairman~~drug oftreatments ~~the~~for ~~Board~~aggressive ofcancer ~~Directors,~~ and ~~Dr.~~ultimately ~~Vassilios~~allow ~~Papadopoulos,~~patients ~~Chief~~to avoid ~~Scientist of~~ the ~~Science~~high ofcosts ~~Technology Advisory Committee~~ and ~~our~~negative ~~key~~effects ~~consultant. We do not maintain key man insurance on either~~ of ~~these individuals~~unnecessary chemotherapy. 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 for 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.

~~--------------------------------------------------------------------------------~~Collaborations, Alliances, and Investments

~~We Are Dependent On Third Parties For A Significant Portion Of Our Bulk Supply And~~ The Research ~~Formulation,~~Institute ~~Fill~~of ~~And~~McGill University ~~Finish~~Health OfCentre ~~Our~~and ~~Product Candidates.~~Samaritan Therapeutics

WeOn ~~currently~~July 1, ~~produce a substantial portion of clinical product candidates' supply at our collaborative partner's Ireland manufacturing facility. However~~2007, weSamaritan ~~also~~executed ~~depend~~research oncollaboration ~~third~~(the ~~parties~~"Research Collaboration") ~~for~~with athe ~~significant~~Research ~~portion~~Institute of ~~our~~McGill ~~product~~University ~~candidates'~~Health ~~bulk~~Centre and ~~supply~~Samaritan asTherapeutics ~~well~~over asa ~~for~~ten-year ~~some~~period ofthrough ~~the~~2017 ~~formulation,~~to ~~fill~~discover and develop ~~finish~~new ofcompounds. ~~product~~The ~~candidates~~budget ~~that~~is wefor ~~manufacture.~~$1,000,000 ~~Pharmaplaz~~paid isover ~~our~~four ~~third-party~~(4) ~~contract~~quarterly payments ~~manufacturer~~ of ~~product candidates' bulk drug; accordingly~~$250,000, ~~our clinical supply of product candidates~~ is ~~currently~~unallocated, ~~significantly~~and ~~dependent~~covers onthe ~~Pharmaplaz's~~general ~~production~~research ~~schedule~~and development ~~for product candidates~~effort. WeUnder ~~would~~the beResearch ~~unable~~Collaboration, tothe ~~produce~~Company ~~product~~receives worldwide ~~candidates~~exclusive inrights, ~~sufficient~~excluding ~~quantities~~Canada, to ~~substantially~~any ~~offset~~novel ~~shortages~~therapeutic inagents ~~Pharmaplaz's scheduled production if Pharmaplaz~~ or diagnostic ~~other~~technologies ~~third-party~~that ~~contract~~may ~~manufacturers~~result ~~used~~from ~~for~~ the ~~formulation,~~Research ~~fill~~Collaboration. Samaritan ~~and~~Therapeutics ~~finish~~receives ofexclusive ~~product~~rights ~~candidates~~to ~~bulk~~the ~~drug~~Canadian ~~were~~market to ~~cease~~any novel ortherapeutic ~~interrupt~~agents ~~production~~ or ~~services~~diagnostic ortechnologies ~~otherwise~~that ~~fail~~may toresult ~~supply~~from ~~materials,~~the Research ~~products~~Collaboration. orSamaritan ~~services~~Pharmaceuticals toand usSamaritan ~~for~~Therapeutics’ payment ~~any reason, including due~~ to ~~labor~~McGill University ~~shortages~~is orin ~~disputes~~arrears, ~~regulatory~~which ~~requirements~~may orpermit ~~action~~our collaborator orto ~~contamination~~terminate ofthe ~~product~~research ~~lots~~and ordevelopment ~~product recalls~~agreement. WeThe termination ~~cannot~~of ~~guarantee~~the ~~that~~research anand ~~alternative~~development ~~third-party~~agreement ~~contract manufacturer would be available on a timely basis or at all. This in turn~~ could ~~materially~~force ~~reduce~~the ~~our~~Company ~~ability~~ to curtail ~~satisfy~~new ~~demand~~discoveries ~~for~~to ~~product~~be ~~candidates,~~added ~~which~~to ~~could~~its ~~materially~~current ~~and~~pipeline ~~adversely~~of ~~affect~~innovative ~~our operating results~~drugs.

~~--------------------------------------------------------------------------------~~25

~~Our~~Under ~~Corporate~~the Research ~~Compliance~~Collaboration, ~~Program~~Samaritan ~~Cannot~~receives ~~Guarantee~~worldwide ~~That~~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~~are Innot ~~Compliance~~obligated ~~With~~to ~~All~~pay ~~Potentially~~the ~~Applicable~~Research UCollaboration any milestone payments.S Our collaborators are entitled to receive royalties based on our revenue from product sales and sublicenses, if any. ~~Federal~~Samaritan Pharmaceuticals ~~And~~and ~~State~~Samaritan ~~Regulations~~Therapeutics ~~And~~have ~~All~~both ~~Potentially~~assumed ~~Applicable~~responsibility, ~~Foreign~~at their ~~Regulations~~own individual expense, for the process of seeking any regulatory approvals for and conducting clinical trials with respect to any licensed 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.

~~The development~~Pharmaplaz, 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 fines, exclusion from government healthcare programs or other sanctions or litigation. 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.

~~RISKS~~During the ~~ASSOCIATED~~year ~~WITH~~2008, ANthe ~~INVESTMENT~~Company INreserved ~~OUR~~a ~~COMMON~~$3,451,742 ~~STOCK~~note receivable to doubt about collection of the note. As a result of Pharmaplaz's failure to timely pay the remaining balance, Pharmaplaz is not in compliance with the terms of the Pharmaplaz Agreement. Samaritan recognizes Pharmaplaz’s intention is to pay the remaining balance and its failure is due to an economic slowdown in Ireland. Samaritan will continue to work with Pharmaplaz to collect the past due remaining balance.

~~Our~~Pharmaplaz will ~~Stock~~be Isresponsible ~~Currently~~for ~~Listed~~clinical Ondevelopment, ~~The~~clinical ~~OTC~~trial ~~Bulletin~~costs ~~Board~~and manufacturing. ~~Which~~Upon ~~Limits~~successful ~~The~~commercialization, ~~Trading~~Samaritan Ofand ~~Our~~Pharmaplaz ~~Stock~~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.

23Pharmaplaz 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.

~~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~~Taconic Farms, ~~and which may cause difficulty in obtaining future financing~~Inc. 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 monthly 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.

ATaconic Farms, ~~Sale~~Inc. Of(“Taconic”) Awas ~~Substantial~~founded ~~Number~~in Of1952 ~~Shares~~as Ofa ~~Our~~family-owned ~~Common~~business ~~Stock~~in ~~May~~New York's ~~Cause~~Hudson ~~The~~River Valley. ~~Price~~Since Ofthen, ~~Our~~the ~~Common~~company ~~Stock~~has Tobecome ~~Decline~~one of the largest laboratory rodent providers in the world with a reputation for consistently producing high quality, well-defined rats and mice. Taconic's expertise in the custom design and generation of genetically modified mice, mouse and rat breeding, barrier systems, genetics and animal health supports researchers focused on drug development using in vivo models. Taconic has six breeding facilities and three service laboratories in the USA and Europe, a staff of over 1,000, and a commitment to technological innovation.

IfOn October ~~our~~1, ~~stockholders sell substantial amounts of our Common Stock in the public market~~2008, ~~the~~Samaritan ~~market~~Pharmaceuticals ~~price~~announced ofthat ~~our Common Stock could fall. These sales also may make~~ it ~~more~~has ~~difficult~~signed ~~for us to sell equity or equity-related securities in the future at~~ a worldwide ~~time~~exclusive ~~and~~agreement ~~price~~with ~~that~~Taconic weFarms, ~~deem~~Hudson, ~~reasonable~~New orYork, ~~appropriate. Several of our shareholders hold restricted common stock that may be eligible for sale pursuant~~ to commercialize ~~Rule~~"The ~~144~~Samaritan ~~under~~Alzheimer's ~~the~~Rat ~~Securities Act of 1933~~Model." The ~~Sales~~"forgetful" rat ofmodel ~~our~~is ~~Common Stock by certain present stockholders under Rule 144 may, in the future, have~~ a ~~depressive~~research ~~effect~~tool onused ~~the~~by ~~market~~scientists ~~price~~to ofstudy ~~our securities. In addition,~~ the ~~sale~~effectiveness of their ~~shares~~new bydrugs ~~officers~~to ~~and~~treat ~~directors~~Alzheimer's ~~and other affiliated shareholders may also have a depressive effect on the market for our securities~~disease.

~~Because~~Three Rivers ~~We Do Not Intend To Pay Dividends, You Will Benefit From An Investment In Our Common Stock Only If It Appreciates In Value.~~Pharmaceuticals(R)

WeOn December ~~have~~12, ~~paid~~2005, noSamaritan ~~cash~~signed ~~dividends~~a onten-year ~~any~~(with offive-year ~~our~~automatic renewals) ~~Common~~exclusive ~~Stock~~licensing toagreement ~~date,~~with ~~and~~Three weRivers ~~currently intend to retain our future earnings~~Pharmaceuticals, ifInc. for ~~any, to fund~~ the ~~development~~marketing ~~and growth~~ of ~~our~~Amphocil, ~~business. As~~ a ~~result,~~prescription wedrug ~~do not expect to pay any cash dividends~~ in ~~the~~Greece; ~~foreseeable~~authorization ~~future. The success of your investment in our Common Stock will likely depend entirely upon any future appreciation. There~~ is pending nofor ~~guarantee~~Cyprus ~~that~~and ~~our Common Stock will appreciate in value or even maintain the price at which you purchased your shares~~Ireland.

~~The~~Established in ~~Market~~2000, ~~Price~~Three OfRivers ~~Our~~Pharmaceuticals(R) ~~Common~~devotes ~~Stock~~its Isefforts ~~Highly~~and ~~Volatile~~resources to developing, manufacturing, and marketing pharmaceutical therapies which are indicated for diseases/medical conditions requiring specialized treatment. Three Rivers Pharmaceuticals markets prescription drugs in both the U.S. and internationally, in the therapeutic categories of antiviral and antifungal agents.

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.26

~~Future~~Three Rivers ~~sales~~has ofcontinued ~~our~~to ~~Common~~expand ~~Stock,~~its ~~including~~product ~~shares~~line ~~issued~~into ~~upon~~ the ~~exercise~~branded ofmarket ~~outstanding options and warrants or hedging or other derivative transactions~~ with ~~respect~~the acquisition toof ~~our~~AMPHOTEC/AMPHOCIL(R) ~~Common~~in ~~Stock,~~May ~~could have a significant negative effect on the market price~~ of ~~our Common Stock~~2005. ~~These~~This ~~sales~~product ~~also~~is ~~might~~currently being ~~make~~marketed ~~it more difficult for us to sell equity securities or equity-related securities~~ in ~~the~~over ~~future~~40 atcountries ~~a time and price that we would deem appropriate~~worldwide.

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.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.

24Molteni 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.

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

~~The~~On December ~~issuance of blank check preferred stock~~28, ~~where the Board of Directors can designate rights or preferences~~2006, ~~may~~Samaritan ~~make~~signed ~~it more difficult for~~ a ~~third~~ten-year ~~party~~(with tothree-year ~~acquire,~~automatic renewals) orexclusive ~~may~~licensing ~~discourage~~agreement awith ~~third~~Siraeo, ~~party~~Ltd ~~from~~for ~~acquiring,~~the amarketing ~~majority~~ of Infasurf ~~our voting stock. These and other provisions~~ in ~~our~~Turkey, ~~Articles of Incorporation (restated as last amended June 10~~Serbia, ~~2005) and in our Bylaws (restated as last amended March 20~~Bosnia, ~~2008)~~Macedonia, ~~as well as certain provisions of Nevada law~~Albania, ~~could~~Egypt ~~delay or impede the removal of incumbent directors~~ and ~~could~~Syria. Infasurf ~~make~~is itan ~~more~~approved ~~difficult~~FDA toprescription ~~effect~~product aowned ~~merger,~~by ~~tender offer or proxy contest involving a change of control of the Company~~Ony, ~~even if such events could be beneficial to the interest of the shareholders as a whole~~Inc. ~~Such~~and ~~provisions~~marketed by ~~could~~Forest ~~limit~~Laboratories ~~the price that certain investors might be willing to pay~~ in the ~~future for our Common Stock~~US.

~~--------------------------------------------------------------------------------~~As of April 6, 2009, Siraeo has sent a termination letter stating that unless Samaritan Ireland brings the alleged amount in arrears current, then the agreement is terminated. Samaritan Ireland and Siraeo remain in dispute over the termination and the process of this Agreement, as Samaritan Ireland maintains it has certain rights under the agreement. No accrual for any alleged monies has been made as of December 31, 2008, as it is managements’ position that there are no monies due to Siraeo under the Agreement.

~~Officers and Directors Liabilities Are Limited Under Nevada Law~~EUSA Pharma

~~Pursuant~~On toAugust 3, ~~the~~2007, ~~Company's~~Samaritan ~~Articles~~signed ofa ~~Incorporation~~five-year (~~restated~~with asannual ~~last amended June 10, 2005~~renewals) ~~and~~exclusive ~~Bylaws~~agreement with ~~(restated~~EUSA asfor ~~last~~the ~~amended~~marketing ~~March 20, 2008),~~ and asdistribution ~~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~~product ~~of loyalty for~~ RAPYDAN(aR) ~~acts or omissions not~~ in Greece ~~good~~and ~~faith~~Cyprus. ~~or which involve intentional misconduct or a knowing violation of law,~~ Rapydan(bR) ~~for~~is ~~dividend~~an ~~payments~~approved orFDA ~~stock~~prescription ~~repurchases~~product ~~illegal~~ under ~~applicable~~the name ~~Nevada law or~~ SYNERA(cR) ~~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~~is ~~(restated~~owned asby ~~last~~ZARS ~~amended March 20~~Pharmaceuticals, ~~2008)~~Inc. ~~provide that the Company must indemnify its officers~~ and ~~Directors~~marketed ~~to the fullest extent permitted~~ by ~~applicable~~Endo Pharmaceuticals, ~~Nevada~~Inc. ~~law for all expenses incurred~~ in the ~~settlement of any actions against such persons in connection with their having served as officers or Directors~~US.

~~ITEM~~On ~~1B.~~March 10, ~~UNRESOLVED~~2008, ~~STAFF~~Samaritan ~~COMMENTS.~~signed ~~None.~~an ~~ITEM~~amendment 2to the above agreement with EUSA for the marketing and distribution of the products ERWINASE(R) and KIDROLASE(R) in Greece and Cyprus. ~~PROPERTIES~~Erwinase(R) and Kidrolase(R) are approved FDA prescription products and are owned by EUSA Pharma and marketed by EUSA Pharma in the U.S.

~~The~~On ~~Company's executive offices are currently located at 101 Convention Center Drive~~June 1, ~~Suite 310~~2008, ~~Las~~Samaritan ~~Vegas,~~signed ~~Nevada~~an ~~89109.~~amendment ~~The~~to ~~Company~~the ~~has~~above aagreement ~~2,601~~with ~~square~~EUSA ~~foot~~for ~~office~~the marketing ~~space~~and ~~which~~distribution isof ~~rented~~the atproduct aCOLLATAMP(R) ~~base~~in ~~rent~~Greece ~~of $4,811~~and Cyprus.85 Collatamp(R) ~~per~~is ~~month.~~an Inapproved ~~addition,~~FDA ~~pursuant~~prescription toproduct aowned ~~research~~by EUSA ~~collaboration,~~Pharma ~~the~~and ~~Research~~marketed ~~Institute~~by ofEUSA ~~the~~Pharma ~~McGill~~in ~~University Health Centre provides office and laboratory space at~~ the ~~Samaritan Research Laboratories~~U.S.

~~ITEM~~Samaritan has 3acquired the exclusive rights from EUSA for CAPHOSOL(R) and is negotiating an addendum to the original distribution agreement to include Caphosol(R) for marketing and distribution in Greece and Cyprus. ~~LEGAL~~Caphosol(R) ~~PROCEEDINGS~~is an approved FDA prescription product and is owned by EUSA Pharma and marketed by EUSA Pharma in the U.S.

WeEUSA Pharma ~~are,~~is ~~from~~a ~~time~~specialty topharma ~~time,~~company ~~involved~~with ina ~~various~~strong ~~legal~~and ~~proceedings~~growing inportfolio ~~the ordinary course~~ of specialty ~~our~~hospital ~~business.~~medicines ~~While~~which ithas isbeen ~~impossible~~built tothrough ~~predict accurately or to determine~~ the ~~eventual~~acquisition ~~outcome~~ of Talisker ~~these~~Pharmaceuticals ~~matters,~~in ~~the~~July ~~Company~~2006 ~~believes~~and ~~the~~OPI ~~outcome~~in ofMarch ~~these~~2007. ~~proceedings~~Its ~~will~~primary marketed ~~not~~products ~~have~~are anErwinase(R), ~~adverse~~Kidrolase(R), ~~material~~Fomepizole(R), ~~effect~~and onXenazine(R). In ~~the~~addition, ~~financial~~it ~~statements~~has ofan ~~the~~active ~~Company.~~development ~~Other~~pipeline ~~than~~including ~~routine~~candidates ~~litigation~~in rheumatoid ~~incidental~~arthritis toand ~~our~~Alzheimer’s ~~business~~disease, ~~there~~schizophrenia ~~are~~and noLambert ~~legal proceedings or actions pending at this time~~Eaton Syndrome.

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~27

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

~~PART~~On IIMarch 14, 2008, Samaritan signed a five-year (with two-year automatic renewals) exclusive agreement with Abiogen for the marketing and distribution of the product ABIOKLAD (R) in Greece, Cyprus and Turkey.

~~ITEM~~Abiogen Pharma 5is a private Italian pharmaceutical company, founded in Pisa in 1997, involved in R&D, manufacturing and marketing. ~~MARKET~~Abiogen ~~FOR~~has ~~REGISTRANT'S~~a ~~COMMON~~prestigious R&D ~~EQUITY~~pipeline, ~~RELATED~~has ~~STOCKHOLDER~~demonstrated ~~MATTERS~~significant ~~AND~~skills ~~ISSUER~~in ~~PURCHASES~~innovative OFcompound development ~~EQUITY~~and ~~SECURITIES~~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.

~~The~~Plan ~~Company's~~and Results ~~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.Operations

25We 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.

						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

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.

At ~~Dividends~~December 31, 2008, we had an accumulated deficit since exiting development stage at December 31, 2007 of $6,267,169 and an accumulated development stage deficit of $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.

Liquidity ~~We have not paid any dividends on our Common Stock~~ and doCapital 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.Resources

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

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.

	2008			2007
Cash provided by (used in):
Operating activities	$	(204,557	)	$	(1,347,122	)
Investing activities	$	(203,373	)	$	(456,130	)
Financing activities	$	226,000		$	1,348,748

~~During~~As ~~the fiscal year ending~~ of December 31, ~~2007~~2008, the Company's ~~exchanged~~cash 4position was $105,~~334,353~~641. ~~shares~~We ofare ~~Common~~continuing efforts ~~Stock~~to ~~for~~raise ~~$3,612,258,~~additional ~~which~~capital ~~includes~~and ~~$231,500~~to ~~that~~execute ~~was~~our ~~actually~~research ~~received~~and development ~~during~~plans. ~~2006~~Even ~~and~~if ~~recorded~~we asare ~~common~~successful ~~stock~~in raising sufficient money to becarry ~~issued~~out atthese plans, ~~12/31/2006.~~additional ~~The~~clinical ~~Company~~development ~~had~~is nonecessary ~~exercise~~to ofbring ~~stock~~our ~~options~~products ~~during~~to market, ~~the~~which ~~year~~will require a significant amount of additional capital.

On March ~~During~~28, ~~the~~2007, ~~fiscal~~Samaritan ~~year~~and ~~ending~~Pharmaplaz, ~~December~~a ~~31,~~private ~~2006~~Irish Healthcare company and a shareholder of Samaritan, signed an agreement (the ~~Company~~"Pharmaplaz ~~exchanged~~Agreement") 7to commercialize SP-01A. Under the terms of the agreement,~~212~~ Pharmaplaz is required to pay Samaritan $10 million upfront. To date,~~500~~ ~~shares~~under the Pharmaplaz Agreement, the amount of ~~Common~~funds ~~Stock~~received ~~for~~from Pharmaplaz is $2.15 million; $1.4 million and $750,~~045,~~000 were received during the first and fourth quarter of 2007 respectively. On ~~The~~May ~~Company~~15, ~~also~~2007, ~~issued~~the ~~450~~CEO of Pharmaplaz,~~926~~ Michael Macken, signed a personal guarantee and on May 21, 2007 a stock pledge agreement for 943,291 (split-adjusted) shares ~~upon~~of Samaritan Pharmaceuticals to guarantee the ~~exercise~~balance of ~~stock~~the ~~options~~$7.85 million. On May 15, 2007, the amount of shares pledged was worth $1,300,742. On December 31, 2008, the last reported market sale price of our Common Stock was $0.07 and the ~~receipt~~value of the stock pledge was $6466,~~500~~030. 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. No funds were received in 2008.

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 $40,034.28

Pharmaplaz, ~~Issuer~~a ~~Purchase~~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 ~~Equity~~all ~~Securities~~revenues stemming from SP-01A.

Cash used Wein ~~did~~operating ~~not~~activities ~~make~~during ~~any~~the ~~purchases~~twelve ofmonth ~~our~~(12) ~~common~~period ~~stock~~ending ~~during~~December 31, 2008 was $(204,557), as compared to $(1,347,122) for the ~~three~~twelve ~~months~~(12) ~~ended~~month period ending December 31, 2007,. ~~which~~This decrease is ~~the~~primarily ~~fourth~~attributable ~~quarter~~to the inception of ~~our~~licensing ~~fiscal~~and ~~year~~product revenue as represented by receivables and a reduction in research activity.

Cash used ~~Holders~~in investing activities was $(203,373) for the twelve (12) month period ending December 31, 2008, as compared to $(456,130) for the twelve (12) month period ending December 31, 2007. Cash used for both years is primarily attributable to investments and patent registration costs. 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 Asprovided ofby ~~April~~financing 3activities was $226,000 for the twelve (12) month period ending December 31, 2008, ~~there~~as ~~were~~compared ~~approximately~~to ~~928~~was ~~holders~~$1,348,748 offor ~~record~~the twelve (12) month period ending December 31, 2007, a decrease of ~~our~~$1,122,748, or eighty-three ~~Common~~percent ~~Stock~~(83%). ~~This~~During ~~number~~2008, ~~was~~the ~~determined~~Company did not draw from its ~~records~~equity ~~maintained~~financing bysource, ~~our~~as ~~transfer~~compared ~~agent~~to ~~and~~2007, ~~does~~when ~~not~~the ~~include~~Company drew ~~beneficial~~$480,000. Additionally, ~~owners~~cash ofraised ~~our~~from ~~securities~~private ~~whose~~placements declined ~~securities~~from ~~are~~approximately ~~held~~$570,000 induring ~~the~~2007 ~~names~~to of$20,000 ~~various~~in ~~dealers~~private placements ~~and/or~~during ~~clearing agencies~~2008.

~~Performance~~Current assets ~~Graph~~as of December 31, 2008 were $3,229,827 as compared to $2,232,040 as of December 31, 2007. This increase of $997,787, or forty-five percent (45%), is primarily attributable to recording receivables from the overseas product sales. Current liabilities as of December 31, 2008 were $8,818,586 as compared to $2,526,211 as of December 31, 2007, an increase of $6,292,375 or two hundred forty-five percent (249%). Such increase is the result of product costs relating to the overseas product sales, officer compensation, and loans from shareholders and officers. As of December 31, 2008, the Company had a working capital deficiency of $5,588,759.

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 ~~following~~amount will ~~graph~~depend, ~~sets~~among ~~forth~~other things, on (a) the ~~cumulative~~rate ~~total~~of ~~stockholder~~progress ~~return~~and cost of our research and product development programs and clinical trial activities; (~~assuming~~b) ~~reinvestment~~the cost of ~~dividends~~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 ~~the~~undertake ~~Company's~~those activities. ~~stockholders~~The ~~during~~clinical ~~the~~development ~~five-~~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 ~~period~~development ~~ended~~cycle. ~~December~~We will also need to obtain ~~31,~~additional ~~2006,~~funds asto ~~well~~develop asour therapeutic products and our future access to capital is uncertain. The allocation of limited resources is an ~~overall~~ongoing ~~stock~~issue for us as we move from research activities into the more costly clinical investigations required to bring therapeutic products to market. ~~index~~We ~~(AMEX~~also ~~Market~~expect to ~~Index)~~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 ~~Company's~~change ~~peer~~in ~~group~~business ~~index~~model, ~~(AMEX~~please see ~~Biotech~~"Commercialization ~~Index):~~Business Model" section.

2629

~~COMPARE~~The accompanying ~~5-YEAR~~financial ~~CUMULATIVE~~statements ~~TOTAL~~have ~~RETURN~~been ~~AMONG~~prepared ~~SAMARITAN~~assuming ~~PHARMACEUTICALS~~that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, ~~NASDAQ~~the ~~MARKET~~Company ~~INDEX~~has ~~AND~~generated ~~NASDAQ~~minimal ~~BIOTECH~~revenues ~~INDEX~~and experienced an accumulated deficit of $50,602,309 through December 31, 2008. For the year ended December 31, 2008 and 2007, the Company incurred net losses of $6,267,169 and $3,025,998, respectively and had a net cash used in operating activities of $(204,557) and $(1,347,122), 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.

~~[The~~Our current ~~following~~resources ~~information~~are ~~was~~insufficient ~~depicted~~to asfund all of our planned development and commercialization efforts. As of December 31, 2008, we have a ~~line~~working ~~chart~~capital deficiency of 5,588,759 and we had cash and cash equivalents of approximately $105,641. We have out-licensed our SP-01A and in-licensed the ~~printed~~rights to sell Amphocil from Three Rivers Pharmaceuticals, Infasurf from Ony, Inc, Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, Oramorph, and Pethidine from Molteni Pharmaceuticals, Caphosol, Collatamp, 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.

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

As of the year ended December 31, 2008, the Company had borrowed an aggregate of $506,000 on a short-term basis pursuant to the terms of promissory notes from the Company and in favor of a related party 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 is required to: (i) pay interest 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. 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.

1)Results of ~~Assumes~~Operations ~~$100~~For ~~Invested~~The OnTwelve (12) Months Ending December 31, ~~2002,~~2008 ~~Assumes~~As ~~Dividend~~Compared ~~Reinvested,~~To The ~~Fiscal~~Twelve ~~Year~~(12) Months Ending December 31, 2007.

~~The~~During the ~~information~~years ~~under~~ending ~~"Performance~~December ~~Graph"~~31, is2008 ~~not~~and ~~deemed~~2007, ~~filed~~we ~~with~~had ~~the~~sales ~~Securities~~revenue of $4,187,469 and ~~Exchange~~$4,687,945 ~~Commission~~respectively. During ~~and~~the isyear ~~not~~December be31, ~~incorporated~~2007, bywe incurred ~~reference~~research inexpenditures ~~any~~pursuant ~~filing~~to ofgrants ~~Samaritan~~we ~~under~~received from the ~~Securities~~U.S. Department ~~Act~~ of ~~1933,~~Health asand ~~amended,~~Human orServices. ~~the~~We ~~Securities~~recognized ~~Exchange~~grant ~~Act~~revenue of ~~1934~~ $205, ~~as amended~~000, ~~whether made before or after~~ the ~~date~~extent of ~~this~~such ~~10-K~~qualifying ~~and~~expenditures ~~irrespective~~for ~~of any general incorporation language in those filings~~2007.

~~ITEM~~We incurred 6research and development expenses of $1,634,304 for the year ended December 31, 2008, as compared to of $1,983,194 for the year ended December 31, 2007. ~~SELECTED~~This ~~FINANCIAL~~decrease ~~DATA~~of $348,890, or eighteen percent (18%), 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. Subject to available funding, we expect that research and development expenditures relating to drug discovery and development will increase in 2009 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.

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.30

27General and administrative expenses decreased to $3,784,615 for the year ended December 31, 2008, as compared to $4,285,872 for the year ended December 31, 2007. This decrease of $501,257 or fourteen percent (12%) was primarily attributable to curtailment of activity in the United States as a result of our lack of liquidity.

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

Depreciation and amortization amounted to $162,819 for the year ended December 31, 2008, as compared to $184,967 for the year ended December 31, 2007. This decrease of $22,148 or twelve percent (12%) was primarily attributable to expiration of depreciation on laboratory equipment.

~~ITEM~~Net interest 7(income) expense amounted to $96,125 and $(13,897) for the years ending December 31, 2008 and 2007, respectively. ~~MANAGEMENT'S~~The ~~DISCUSSION~~credit ~~AND~~balance ~~ANALYSIS~~in OFthe ~~FINANCIAL~~interest expense ~~CONDITION~~account ~~AND~~is ~~RESULTS~~due OFto ~~OPERATIONS~~offsetting interest earned from holding our cash in notes receivable and certificates of deposits. During 2008 and 2007, the Company received loans in order to continue to operate. Interest expense reflects both interest accruals related to such loans and factoring interest on the European accounts receivable.

~~Samaritan~~Comprehensive income ~~Pharmaceuticals,~~is ~~Inc.~~due ~~(including~~to the ~~subsidiaries,~~payment ~~referred~~in toforeign ascurrency ~~Samaritan,~~of ~~the~~operations ~~"Company",~~that ~~"its",~~occur ~~"we",~~in Ireland and ~~"our"),~~Greece. ~~formed~~The inamount ~~September~~of ~~1994,~~the isgain anor ~~entrepreneurial~~loss ~~biopharmaceutical~~is ~~company,~~a ~~focused~~function onof ~~commercializing innovative therapeutic products to relieve~~ the ~~suffering~~relative strength of ~~patients~~the ~~with~~American ~~Alzheimer's~~dollar ~~disease;~~to ~~cancer;~~the ~~cardiovascular~~Euro. At ~~disease,~~December ~~HIV~~31, ~~and Hepatitis C; as well as~~2008, ~~commercializing~~the balance ~~its~~of ~~acquired~~the ~~marketing~~foreign ~~and~~currency ~~sales~~translation ~~rights,~~loss towas ~~sell fifteen (15) marketed revenue-generating products~~$103, ~~in Greece, and/or various Eastern European countries~~356.

~~Samaritan~~We ~~has~~had ~~partnered~~a net ~~its~~loss ~~oral~~of ~~entry inhibitor HIV drug SP-01A~~$6,267,169 afor ~~drug~~the ~~that~~year ~~has~~ended ~~demonstrated~~December ~~safety~~31, ~~and efficacy~~2008, inas ~~Phase~~compared ~~II clinical trials~~to $3, ~~with Pharmaplaz~~025,998 ~~Ireland~~for tothe ~~advance~~year toended ~~Phase~~December ~~III~~31, ~~clinical trials~~2007. InThe ~~addition,~~loss ~~Samaritan~~per ~~aims~~share tofor ~~commercialize~~the yearly ~~three~~periods ~~(3)~~was ~~market~~$0.20 ~~drug~~and ~~candidates~~$0.11 per ~~with~~share, ~~late-stage~~respectively, ~~preclinical~~for ~~development~~2008 ~~programs.~~and 2007 ~~Samaritan~~per isshare. ~~evaluating~~The ~~the~~increased ~~use~~loss of ~~Caprospinol~~$3,241,171 ~~SP-233~~reflects inthe ~~Alzheimer'~~stages of the Company’s ~~disease~~maturing ~~patients;~~technology rights as the ~~use~~Company ofmarkets ~~SP-1000~~both ~~with~~licensing ~~acute~~and product ~~coronary~~and ~~disease~~because ~~patients;~~, ~~and~~the Company reserved the ~~use~~note ofreceivable ~~SP-30~~from Pharmaplaz asand reserved a anportion ~~"oral~~of ~~treatment"~~the Company’s account ~~for~~receivable resulting ~~Hepatitis~~from our sales Cin ~~patients~~Greece.

28Results of Operations For The Twelve (12) Months Ending December 31, 2007 As Compared To The Twelve (12) Months Ending December 31, 2006

~~Commercialization~~During the ~~Business~~years ~~Model~~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.

~~Our~~We incurred ~~commercialization~~research ~~business~~and ~~model~~development isexpenses ~~focused~~of ~~dually on~~$1,983,194 for the ~~partnering~~year ofended December ~~our~~31, ~~promising~~2007, ~~innovative~~as ~~products~~compared to ~~pharmaceutical companies; and the acquisition~~ of ~~the~~$4,667,053 ~~marketing and sales rights to revenue-generating marketed products~~ for ~~sales~~the inyear ~~Greece~~ended ~~and~~December ~~Eastern Europe~~31, 2006. This ~~model~~decrease ~~allows~~of ~~Samaritan~~$2,683,859, toor ~~focus~~fifty-eight onpercent ~~our~~(58%), ~~core~~was ~~competencies~~primarily attributable into ~~drug~~(a) ~~discovery~~entering ~~and~~into ~~drug~~the ~~development.~~latter ~~Samaritan~~stage ~~seeks~~of toour ~~bring its promising innovative therapeutics to~~ Phase IIIIb ~~proof~~HIV ~~of concept~~ clinical ~~trials~~ trial, ~~and~~(b) ~~partner~~decreased ~~compelling~~expenses ~~drugs~~incurred ~~before~~to ~~costly~~development ~~Phase~~of ~~III~~SP-01A, ~~clinical~~and ~~trials.~~(c) ~~Potential~~less work ~~revenue~~during ~~streams with~~ this ~~model~~time ~~could~~period ~~include~~to ~~up-front~~complete ~~fees,~~the ~~milestone payments~~chemistry, manufacturing and controls ~~participation~~(CMC) insection ~~the~~of ~~marketing~~New ~~success~~Drug ofApplication ~~partnered~~for ~~products~~the ~~through royalties~~FDA. InResearch ~~addition, Samaritan licenses branded approved specialty drug products,~~ and development ~~its~~expenses ~~sales~~may ~~and~~fluctuate ~~marketing~~from ~~force,~~period ~~registers~~to ~~and~~period ~~commercializes~~depending ~~specialty~~upon ~~drugs in~~ the stage ~~niche territories~~ of ~~Greece~~certain projects and ~~Eastern Europe to generate revenue with~~ the ~~goal~~level of ~~eventually~~preclinical ~~sustaining~~testing ~~the Company. Our business model is entirely focused on achieving growth~~ and ~~maximizing~~clinical trial-related ~~value for the benefit of our investors~~activities.

~~Marketed~~General and ~~Products~~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.

~~Samaritan~~Depreciation and ~~has~~amortization ~~collaborative~~amounted ~~relationships with other pharmaceutical companies~~ to ~~commercialize branded approved prescription products in selected niche territories~~$184,967 ~~such~~for ~~as,~~the inyear ~~Greece,~~ended ~~Albania,~~December ~~Bosnia~~31, ~~Bulgaria~~2007, ~~Croatia,~~as compared ~~Cyprus,~~to ~~Czech Republic~~$156,933 ~~Egypt,~~for ~~FYROM,~~the ~~Hungary,~~year ~~Montenegro,~~ended ~~Poland,~~December ~~Romania~~31, ~~Serbia, Slovakia, Slovenia, Syria and Turkey~~2006. WeThis ~~use~~increase ~~our expertise to register approved drugs with regulatory agencies in the country we have acquired the rights for; and then~~of $28,034 ~~upon~~or eighteen ~~regulatory~~percent (18%) ~~approval,~~was weprimarily ~~distribute,~~attributable ~~market and sell these products. Currently, we have in-licensed the rights~~ to increased ~~sell~~amortization ~~fifteen~~of ~~(15)~~patent ~~drugs,~~registration ~~Amphocil~~costs ~~from Three Rivers Pharmaceuticals, Elaprase~~ and ~~Replagal~~technology ~~from~~rights ~~Shire Pharmaceuticals, Infasurf from Ony, Inc, Erwinase, Kidrolase, and~~ for the ~~Rapydan~~year ~~pain~~ended ~~patch~~December ~~from EUSA~~31, ~~Mepivamol, Methadone, Morphine Sulphate, Naloxone, Naltrexone, Oramorph and Pethidine from Molteni Farmaceutici and Abioklad from Abiogen Pharma~~2007. ~~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)~~31

~~ABIOKLAD(R)~~Net interest (~~Disodium Clodronate~~income) isexpense aamounted ~~bisphosphonate that binds~~ to ~~calcium~~$(13,897) and ~~inhibits~~$(31,795) ~~osteoclastic~~for ~~bone~~the ~~resorption,~~years ending ~~crystal~~December ~~formation~~31, 2007 and ~~dissolution~~2006, ~~resulting~~respectively. inThe acredit ~~reduction~~balance ofin ~~bone~~the interest ~~turnover.~~expense ~~ABIOKLAD(R)~~account is ~~indicated~~due ~~for~~to ~~the~~offsetting ~~control~~interest ofearned ~~malignancy-associated~~from ~~hypercalcemia~~holding ~~(high~~our cash ~~levels~~in notes receivable and certificates of ~~calcium~~deposits. inDuring ~~blood)~~2007, the ~~inhibition~~Company received ofa ~~osteolysis~~loan ~~(degeneration~~ of ~~bone~~$300,000. ~~tissue)~~Therefore, ~~resulting~~interest ~~malignant~~expense ~~tumors~~accrued ~~and~~pertaining to the ~~decrease~~loan ofoffset ~~bone~~interest ~~pain~~earned on the note receivable.

~~ABIOKLAD~~Other comprehensive income (Rloss) is ancomprised ~~approved~~of ~~FDA~~two ~~prescription~~components. ~~product~~The ~~owned~~Company byinvests in ~~Abiogen~~marketable ~~Pharmaceuticals,~~securities ~~Inc~~to earn a return on cash not needed in the short-term. Temporary, unrealized gains and ~~marketed~~losses byare ~~Abiogen~~recorded ~~Pharmaceuticals,~~to ~~Inc.~~reflect changes in the market USvalue of the temporary investments as they occur. ~~Samaritan~~There ~~signed~~were anno marketable ~~exclusive~~securities ~~distribution~~owned ~~deal~~during ~~for~~2007. During ~~Greece~~2006, ~~and~~there ~~Cyprus~~was ~~with~~a realized ~~Abiogen~~loss ~~Pharmaceuticals~~of $3,160 on ~~March~~the 14liquidation 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, ~~2008~~the balance of the foreign currency translation gain was $60,525.

~~Currently~~We had a net loss of $3,025,998 ~~Samaritan~~for ~~Pharmaceuticals~~the isyear ~~utilizing~~ended December 31, 2007, as compared to $7,572,746 for the USyear ~~FDA~~ended ~~approved~~December ~~regulatory~~31, ~~file~~2006. inThe ~~preparing~~loss ~~marketing~~per ~~applications~~share for ~~ABIOKLAD(R)~~the ~~with~~yearly ~~regulatory~~periods ~~authorities~~was $0.11 inand ~~Greece~~$0.29 per share, respectively, for 2007 and ~~Cyprus~~2006 toper ~~gain~~share. ~~country~~The decreased ~~marketing~~loss ~~authorization~~of ~~drug~~$4,546,748 ~~approval~~reflects the stages of the Company’s maturing technology rights as the Company markets both licensing and product.

~~AMPHOCIL(R)~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~AMPHOCIL(R)~~We isdo anot engage ~~lipid~~in ~~form~~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. As of ~~amphotericin~~the Byear ~~indicated~~ended ~~for~~December 31, 2008, the ~~treatment~~Company ofhad borrowed ~~invasive~~an ~~aspergillosis~~aggregate of $506,000 on a ~~life~~short-term ~~threatening~~basis ~~systemic~~pursuant ~~fungal~~to ~~infection.~~the ~~AMPHOCIL~~terms of promissory notes from the Company and in favor of each of the individual lenders (Rthe "Notes"). isProceeds ~~indicated~~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 ~~treatment~~terms of ~~severe~~the ~~systemic~~Notes issued by the Company to each lender, the Company is required to: (i) pay interest to each Lender at a rate of 16% per annum and~~/or~~ ~~deep~~ii) ~~mycoses~~100% inwarrant ~~cases~~coverage. ~~where~~The ~~toxicity~~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 ~~renal~~from ~~failure~~the ~~precludes~~cash flow from the ~~use~~Company's operations. The prior notes of $300,000 ~~conventional~~that ~~amphotericin~~the BCompany borrowed in ~~effective~~2007 ~~doses~~were renegotiated to match the terms of notes issued during the first quarter of 2008. Currently, ~~and~~the Company is not in ~~cases~~compliance ~~where~~with ~~prior~~the ~~systemic~~terms ~~antifungal~~of ~~therapy~~the ~~has~~Notes, ~~failed~~since the Company is in arrears on its interest payments. We ~~Fungal~~have ~~infections~~not ~~successfully~~entered ~~treated~~into ~~with~~any ~~AMPHOCIL(R)~~forward ~~include~~or ~~disseminated~~future contracts, ~~candidiasis~~and have purchased no options and ~~aspergillosis~~entered into no swaps. ~~AMPHOCIL(R)~~We ~~has~~have ~~been~~no credit ~~used~~lines ~~successfully~~or inother ~~severely~~borrowing ~~neutropenic~~facilities, ~~patients~~and do not view ourselves as subject to interest rate fluctuation risk at the present time.

~~AMPHOCIL(R) is an approved FDA prescription product owned by Three Rivers Pharmaceuticals, Inc~~ITEM 8. FINANCIAL ~~and~~STATEMENTS ~~marketed~~AND bySUPPLEMENTARY 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.DATA

Samaritan Pharmaceuticals, isInc. ~~now~~financial ~~marketing~~statements, ~~AMPHOCIL(R)~~schedules and supplementary data, appear in ~~Greece~~a separate section of this report beginning with page F-1.

29ITEM 9A(T). CONTROLS AND PROCEDURES

~~ELAPRASE~~(Ra) Evaluation of Disclosure Controls and Procedures

~~ELAPRASE~~As required by Rule 13a-15(Re) isunder athe ~~human~~Securities ~~enzyme~~Exchange ~~replacement~~Act ~~therapy~~of ~~for~~1934, ~~the~~as ~~treatment~~ of ~~Hunter~~the end ~~syndrome,~~of ~~also~~the ~~known~~period ascovered ~~Mucopolysaccharidosis~~by IIthis ~~(MPS~~Annual ~~II).~~Report, ~~Hunter~~we ~~syndrome~~carried isout aan ~~rare~~evaluation, under ~~life-threatening~~the ~~genetic~~supervision ~~condition~~and ~~that~~with ~~results~~the ~~from~~participation ~~the~~of ~~absence~~our orChief ~~insufficient~~Executive ~~levels~~Officer and our Chief Financial Officer, of the ~~lysosomal~~effectiveness ~~enzyme~~of ~~iduronate-2-sulfatase~~our disclosure controls and procedures as of December 31, 2008. ~~Without~~Our ~~this~~management ~~enzyme~~has concluded, ~~cellular~~based ~~waste~~on their ~~products~~evaluation, ~~accumulate~~that inas ~~tissues~~of ~~and~~the ~~organs~~end of the period covered by this report, ~~which~~our disclosure ~~then~~controls ~~begin~~and toprocedures ~~malfunction~~were effective.

~~ELAPRASE~~ (Rb) ~~was granted marketing authorization for the long-term treatment of patients with Hunter'~~ Management’s ~~disease~~Annual byReport ~~the~~on ~~European~~Internal ~~Commission~~Control inOver ~~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.~~Financial Reporting

OnThe management ~~December~~of ~~19,~~Samaritan ~~2007,~~Pharmaceuticals ~~the~~is ~~Company~~responsible ~~received~~for ~~pricing~~establishing ~~approval~~and maintaining ~~for~~adequate ~~ELAPRASE~~internal ~~from~~control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ~~Greek~~Securities ~~Ministry~~Exchange Act of 1934, ~~Development~~as amended. OnThe ~~March~~Company’s 1,internal ~~2007~~control over financial reporting is designed to provide reasonable assurance, ~~Samaritan~~based ~~signed~~on an ~~exclusive~~appropriate ~~licensing~~cost-benefit analysis, ~~agreement~~regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. ~~Shire~~generally ~~Human~~accepted ~~Genetic~~accounting ~~Therapies~~principles. The Company’s internal control over financial reporting includes those policies and procedures that: (~~SHPGY.O~~i) pertain to ~~market~~the maintenance of records that, in reasonable detail, accurately and fairly ~~sell~~reflect ~~ELAPRASE~~the transactions and dispositions of the assets of the Company; (Rii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in ~~Greece~~accordance with U.S. generally accepted accounting principles, and ~~Cyprus~~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.

~~Currently, Samaritan is marketing ELAPRASE(R) in Greece.~~32

~~ERWINASE(R)~~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.

~~ERWINASE(R)~~Our management isassessed ~~indicated~~the ~~for~~effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, our management used the ~~treatment~~criteria set forth by the Committee of ~~Acute~~Sponsoring ~~Lymphoblastic~~Organizations ~~Leukemia~~of the Treadway Commission (~~ALL~~“COSO”). ~~Asparagine~~in isInternal anControl-Integrated ~~amino~~Framework. ~~acid~~Our management has concluded that, isas ~~essential~~of ~~for~~December ~~cell~~31, ~~growth;~~2008, itour isinternal ~~produced~~control over byfinancial ~~most~~reporting ~~cells,~~is ~~but~~effective ~~not~~based ~~all~~on ~~blood~~these ~~cells~~criteria. ~~Mutated~~This ~~(cancer)~~report ~~cells~~does not ininclude ~~ALL~~an ~~rely~~attestation onreport ~~asparagine~~of ~~circulating~~our inregistered ~~the~~public ~~blood~~accounting ~~for~~firm regarding ~~growth~~internal control over financial reporting. ~~L-sparaginase~~Management’s isreport anwas ~~enzyme~~not subject ~~that~~to ~~lowers~~attestation ~~circulating~~by ~~asparagine~~our ~~levels~~registered inpublic ~~the~~accounting ~~blood~~firm ~~thereby~~pursuant ~~depriving~~to temporary rules of the ~~mutated~~SEC ~~blood~~that ~~cells~~permit ofus ~~asparagine~~to ~~and~~provide ~~inhibiting~~only ~~their~~management’s ~~growth~~report in this annual report.

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

~~Currently,~~There ~~Samaritan~~was no ~~Pharmaceuticals~~change isin ~~utilizing~~our ~~the~~internal UScontrol ~~FDA~~over ~~approved~~financial ~~regulatory~~reporting ~~file~~that inoccurred ~~preparing~~during the ~~marketing~~fourth ~~applications~~quarter ~~for~~of ~~Erwinase®~~2008 ~~with~~that ~~regulatory~~has ~~authorities~~materially inaffected, ~~Greece~~or ~~and~~is ~~Cyprus~~reasonably likely to ~~gain~~materially ~~country~~affect, ~~marketing~~our ~~authorization~~internal ~~drug~~control ~~approval~~over financial reporting.

~~INFASURF(R)~~ITEM 9B. OTHER INFORMATION

~~INFASURF(R) treats and prevents Respiratory Distress Syndrome (RDS)~~None. 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.

OnPART 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.III

~~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~~ITEM 10.~~Y.R.O.M.,~~ ~~Albania~~DIRECTORS, ~~Egypt~~EXECUTIVE ~~and~~OFFICERS ~~Syria~~AND toCORPORATE ~~gain country marketing authorization drug approval.~~GOVERNANCE

~~KIDROLASE(R)~~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:

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.

Name	Age	Served Since	Position(s) with Company
Dr. Janet R. Greeson (3)	66	10/19/1997	CEO, President and Chairman of the Board
Mr. Eugene J. Boyle (4)	43	05/20/2000	CFO, COO and Director
Dr. Thomas Lang	57	06/20/2004	Chief Drug Development Officer
Mr. Yannis Kalantzakis	44	11/01/2008	Managing Director, Samaritan Europe
Ms. Kristi C. Eads	39	11/20/2000	VP Business Development, Corporate Sec.
Mr. George Weaver	44	07/20/2003	Regulatory Affairs Officer
Ms. Dianne Thompson	46	10/01/2006	Comptroller
Mr. Barrie Fuller	60	07/05/2005	VP Business Development
Mr. Jacinto L. Ayala (1)(3)(6)(7)	56	12/05/2007	Director
Mr. Robert W. Crane (1)(2)(4)(7)	65	12/05/2007	Director
Mr. Julio L. Garcia (5)	51	08/14/2007	Director
Mr. Welter “Budd” Holden (1)(3)	77	10/19/1997	Director
Dr. Laurent Lecanu (5)	40	06/10/2005	Director
Ms. Cynthia C. Thompson (2)(4)(6)(7)	49	03/19/1999	Director
Mr. H. Thomas Winn (2)(5)(6)	69	03/19/1999	Director
Dr. Vassilios Papadopoulos	48	03/20/2001	Chief Scientist and Key Consultant

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.

(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 2011.
(6)	Member of the Audit and Finance Committee.
(7)	Member of the Compensation and Governance Committee.

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.33

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 Columbia Pacific University in 1987.

~~MEPIVAMOL~~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 (RUSPTO) in all matters relating to patents. He also served on Nevada Gold & Casino's (AMEX:UWN) Advisory Board from 1999 to 2003.

~~MEPIVAMOL(R)~~Dr. Thomas ~~(Mepivacaine)~~Lang. isDr. anLang ~~effective~~has ~~and~~served ~~reliable~~as ~~local~~the ~~anesthetic~~Chief ofDrug ~~intermediate~~Development ~~duration~~Officer ~~and~~for Samaritan ~~low~~since ~~systemic toxicity~~2004. ItFrom isthe ~~widely~~years ~~used~~2003 ~~for~~to ~~regional~~2004, ~~anesthetic~~Dr. ~~procedures~~Lang ~~such~~was asan ~~IVRA,~~FDA consultant ~~infiltration,~~to ~~epidural~~various ~~blockade,~~companies. ~~plexus~~He ~~and~~was ~~peripheral~~also ~~nerve~~the ~~blockade.~~former ~~MEPIVAMOL(R)~~Vice isChairman ~~approved~~and President byof Serono Inc., the ~~Italian~~U.S. ~~Ministry~~Company of ~~Health~~Serono, ~~(The~~S.A. ~~equivalent~~Dr. toLang ~~the~~holds technical USdegrees ~~FDA)~~in Chemistry and isPharmacy, ~~owned~~an byMBA ~~Molteni Farmaceutici~~degree, ~~Inc~~a Ph.D. degree and is ~~marketed~~a byregistered ~~Molteni~~pharmacist ~~Farmaceutici,~~in ~~Inc.~~the inState ~~Italy~~of New Jersey.

OnDr. Christos ~~January~~Dakas, 1D.Pharm., ~~2007~~Ph.D. Dr. Christos Dakas, joined Samaritan in ~~entered~~June ~~into~~2005 anto ~~exclusive~~oversee ~~licensing~~European ~~agreement~~operations, including Samaritan Pharmaceuticals Ireland. Dr. Dakas served as an executive with ~~Molteni~~Arriani ~~Farmaceutici~~Pharmaceuticals for the two ~~marketing~~years prior to joining Samaritan and ~~distribution~~had ofa ~~MEPIVAMOL(R)~~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 ~~countries~~University of ~~Greece~~Toronto, Kings College of University of London, and ~~Cyprus~~the University of Wales in Cardiff. In December 2008, Dr. Dakas resigned his position with Samaritan for personal reasons.

~~Currently~~Mr. Yannis Kalantzakis. Yannis Kalantzakis joined Samaritan in June 2008 and in December 2008 became Managing Director of Samaritan Europe, succeeding Dr. Dakas. Prior to joining Samaritan, Mr. Kalantzakis had a successful career in various executive positions with Abbott Diagnostics in Greece from December 1989-September 1992; Armour Pharmaceuticals isfrom ~~utilizing~~October 1992-July ~~the~~1995, ~~Italian~~Brahms ~~Ministry~~Diagnostika ofGmbH ~~Health~~from ~~approved~~August ~~regulatory~~1995-December ~~file~~1997, and Fresenius Kabi AG in ~~preparing~~Germany ~~marketing~~from ~~applications~~January ~~for~~1998-July ~~MEPIVAMOL(R)~~2004 ~~with~~before ~~regulatory~~heading ~~authorities~~the operations of Fresenius Kabi Hellas S.A. in Greece as Managing Director. Mr. Kalantzakis was then employed by the Minister of Health from August 2004 to May 2006 to manage and ~~Cyprus~~direct the Health Care Region of Crete, including 9 public hospitals, 14 health care centers, 9 welfare institutions and 121 GP offices. From May 2006 to ~~gain~~June ~~country~~2008, ~~marketing~~Mr. ~~authorization~~Kalantzakis ~~drug~~held ~~approval~~various consulting positions where he established two small companies for home care nursing services and consulting services for health care management and has a number of published papers, political interviews and scientific congress' presentations. Mr. Kalantzakis holds a degree in Biology from the University of Athens, School of Science in 1989.

~~METHADONE~~Ms. Kristi ~~HCL(R)~~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.

~~METHADONE~~Mr. George ~~HCL(R)~~Weaver. isMr. anWeaver ~~opiate~~has ~~agonist.~~served ~~METHADONE~~as ~~HCL(R)~~the ~~prevents~~Regulatory ~~heroin~~Affairs orOfficer ~~morphine~~for Samaritan ~~from~~since ~~interacting~~2003. ~~with~~Mr. ~~receptors~~Weaver ~~for~~majored ~~natural~~in ~~painkillers~~chemistry ~~called~~and ~~endorphins,~~minored ~~blocking~~in ~~the~~business economics ~~effects~~at ofUCLA. ~~the~~After ~~addictive~~working ~~drugs~~as ~~and~~an ~~reducing~~environmental ~~the~~toxicology ~~physical~~consultant ~~cravings.~~for two ~~METHADONE HCL~~(R2) isyears, ~~approved~~Mr. byWeaver ~~the~~earned ~~Italian~~a ~~Ministry~~Bachelor's of ~~Health~~Science ~~(The~~in ~~equivalent~~Environmental Engineering toand ~~the~~assumed USan ~~FDA)~~appointed ~~and~~position isas ~~owned~~Chair byof ~~Molteni~~Industry ~~Pharmaceuticals,~~Waste Classification ~~Inc.~~ and ~~marketed~~Toxicology byFocus ~~Molteni~~Group ~~Farmaceutici,~~under ~~Inc.~~the inCalifornia ~~Italy~~Department of Toxic Substances Control Regulatory Structure Update.

~~Currently,~~Ms. Dianne ~~METHADONE~~Thompson. ~~HCL~~Ms. Thompson is the Comptroller of Samaritan Pharmaceuticals and the Senior V.P. of Public Affairs & Development for the Samaritan Innovative Science Foundation (RSISF). ~~can~~For ~~only~~the betwo ~~sold~~years prior to joining SISF in June ~~Greece~~2005, ~~and~~Ms. ~~Cyprus~~Thompson ~~via~~was a ~~centralized~~financial ~~government~~consultant ~~tender~~to various companies. ~~Samaritan~~Ms. Thompson isreceived ~~preparing~~her aBS ~~tender~~in ~~application~~Business ~~for~~Administration ~~the~~and ~~next~~Economics ~~request~~from byNotre Dame ~~Greek~~de ~~authorities~~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 ~~applications~~and nonprofit sectors.

~~MORPHINE~~Mr. Barrie ~~SULPHATE(R)~~Fuller. Vice President of Business Development, joined Samaritan Pharmaceuticals in 2005, and has functioned as Vice President of Samaritan since March of 2008. Mr. Fuller works as part of Samaritan's business development team to increase the Company’s opportunities for licensing and partnering deals and as a direct liaison with the Company’s shareholders. Prior to joining Samaritan, Mr. Fuller worked for MGM Grand properties as an engineer within the Bellagio Hotel & Casino property for seven years.

~~MORPHINE~~Mr. Jacinto ~~SULPHATE(R)~~L. ~~(Injectable~~Ayala. ~~Formulation)~~Mr. ~~relieves~~Ayala ~~moderate~~has toserved ~~severe~~as ~~pain~~a bydirector ~~binding~~since toDecember ~~brain receptors~~2007. ~~Morphine~~He ~~Sulphate~~is the ~~may~~Chairman beof ~~used~~the toNomination ~~control~~Committee and serves on the ~~pain~~Audit ~~following~~Committee ~~surgery,~~and the ~~child~~Compensation ~~birth,~~Committee. Mr. Ayala has more than thirty years of health care experience as an accomplished executive of managed care companies and ~~other~~hospitals with ~~procedures~~clinical trial experience. ItHe ~~may~~has ~~also~~held bethe ~~used~~position toof ~~treat~~Executive Vice President and Chief Administrative Officer of Palm Springs General Hospital since 2005 and served as Senior Vice President and COO of the ~~pain~~Saint ~~associated~~Agnes Medical ~~with~~Center. ~~cancer,~~Mr. ~~heart~~Ayala ~~attacks,~~received ~~sickle~~a ~~cell~~BA ~~disease~~in Sociology and ~~other~~his ~~medical~~MBA ~~conditions~~from Fordham University. He completed his Public Health Administration Residency at Misericordia Hospital Medical Center in Bronx, NY.

OnMr. Robert ~~January~~W. 1,Crane. ~~2007,~~Mr. ~~Samaritan~~Crane ~~entered~~has ~~into~~served anas ~~exclusive~~a ~~licensing~~director ~~agreement~~since ~~with~~December ~~Molteni~~2007 ~~Farmaceutici~~and ~~for~~is a member of the ~~marketing~~Compensation Committee, Internal Control Committee and ~~distribution~~the Nomination Committee. Mr. Crane is the founder of ~~MORPHINE~~Retirement ~~SULPHATE(R)~~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 ~~countries~~insurance ofindustry ~~Greece~~since 1973 and ~~Cyprus~~has attained several prestigious designations in the area including Chartered Life Underwriter (CLU), Chartered Financial Consultant (ChFC), Chartered Advisor for Senior Living (CASL).

~~Currently,~~Dr. ~~MORPHINE~~Julio L. ~~SULPHATE(R)~~Garcia. ~~can~~Dr. ~~only~~Garcia behas ~~sold~~served as a director since October 2007. He is a member of the Science and Technology Committee. Dr. Garcia is Board Certified in Plastic ~~Greece~~Surgery by the American Board of Plastic Surgeons and ~~Cyprus~~the ~~via~~American aBoard of ~~centralized~~Facial ~~government~~Plastic ~~tender~~and Reconstructive Surgery. ~~Samaritan~~He ~~has~~is ~~prepared~~a Fellow of the American College of Surgeons and also a ~~tender~~member ~~application~~of ~~for~~the American Society of Plastic Surgeons, American Academy of Cosmetic Surgery, the ~~next~~American ~~request~~Society byof Aesthetic ~~Greek~~Surgery ~~authorities~~and the American Society for ~~applications~~Laser Medicine and Surgery. ~~Samaritan~~For over 19 years, Dr. Garcia has ~~received~~provided ~~its~~aesthetic ~~first~~surgical ~~tender~~support ~~purchase~~to ~~order~~Las ofVegas valley ~~Morphine~~residents. ~~Sulfate~~He received his Doctor of Medicine from the ~~Institute~~University of Illinois ~~Pharmaceutical~~at ~~Research~~Chicago, College of Medicine in 1983 and ~~Technology~~a ~~(IFET)~~Bachelor of Arts, Biology/Art History from the University of Evanston in Illinois in 1979.

~~NALOXONE~~Mr. Welter ~~MOLTENI(R)~~"Budd" Holden. Mr. Holden is a co-founder, has served as a director since 1997, is a member of the Nominating and Corporate Governance 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.

~~NALOXONE~~Dr. Laurent ~~MOLTENI(R)~~Lecanu. isDr. anLecanu ~~opioid~~has ~~antagonist~~served ~~which~~as ~~reverses~~a director since June 10, 2005. He serves on the ~~effects~~Nominating and Corporate Governance and Science and Technology committees of ~~opioid~~Samaritan. ~~overdose,~~Dr. ~~for~~Lecanu ~~example~~received ~~heroin~~his D.Pharm. in pharmaceutical chemistry and ~~morphine~~his ~~overdose~~Ph.D. ~~Specifically~~in neuropharmacology from the School of Pharmaceutical and Biological Sciences at University of Paris (V), ~~Naloxone~~Paris, France. Dr. Lecanu is also ~~used~~a informer ~~opioid~~Intern ~~overdoses~~of ~~for~~Paris ~~countering~~Hospitals, ~~life-threatening~~France, ~~depression~~where ofhe ~~the~~demonstrated excellence ~~central~~in ~~nervous~~the ~~system~~management and ~~respiratory~~performance ~~system~~of clinical trials for new medications.

~~Currently~~Ms. Cynthia C. Thompson. Cynthia C. Thompson has been a director since March 31, ~~NALOXONE(R)~~1999. ~~will~~She beis ~~sold~~the Chairman of the Compensation Committee and ~~distributed~~the Internal byControl ~~Samaritan~~Committee, and serves on the Audit Committee. Ms. Thompson founded Quest Entertainment, Inc., a ~~named~~gaming ~~patient~~technology ~~basis~~company, ~~until~~in ~~the~~August ~~pricing~~of 2003 and serves as the ~~reimbursement~~Chairman of ~~NALOXONE(R)~~the Board and is ~~established~~the inPresident/Chief Executive ~~Greece~~Officer. Since 1998, she has served as President/CEO of Intuitive Solutions International, Inc., a consulting firm offering corporate support services, including financing and ~~Cyprus~~financial structures, ~~with~~strategic ~~the~~planning ~~relevant~~and partnering, ~~regulatory~~marketing ~~authorities~~and investor relations.

~~NALTREXONE~~Mr. ~~MOLTENI~~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. (RAMEX: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.

~~NALTREXONE~~Dr. Vassilios ~~MOLTENI(R)~~Papadopoulos, isD.Pharm., anPh.D. ~~opioid~~Dr. ~~antagonist~~Papadopoulos ~~which~~served isas ~~used~~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 ~~help~~joining ~~people~~McGill ~~who~~University, ~~have~~Dr. Papadopoulos was a professor ~~narcotic~~at orGeorgetown ~~alcohol~~University ~~addiction~~and ~~stay~~served ~~drug~~as ~~free~~Principal Investigator for the collaboration with Georgetown University. ~~NALTREXONE~~Dr. ~~MOLTENI~~Papadopoulos has over twenty (R20) years isof ~~used~~experience ~~after~~and over one hundred forty (140) peer review article publications in the ~~patient~~Biopharmaceutical ~~has~~field ~~stopped~~and ~~taking~~numerous ~~drugs~~patents orin ~~alcohol~~the field of steroid biosynthesis, Alzheimer's disease and cancer. ItDr. ~~works~~Papadopoulos byhas ~~blocking~~been appointed as the ~~effects~~new Director of ~~narcotics~~the orResearch byInstitute ~~decreasing~~of the ~~craving~~McGill ~~for~~University Health ~~alcohol~~Centre in Montreal, Canada. Dr. Papadopoulos will assume his new role officially on July 1, 2007.

~~NALTREXONE~~Relationships Among ~~MOLTENI(R)~~Directors isor ~~approved~~Executive ~~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.~~Officers

31Dr. Greeson and Mr. Boyle are mother and son. Mr. Fuller is the son-in-law of Dr. Greeson.

Compliance ~~On January 1, 2007, Samaritan entered into an exclusive licensing agreement~~ with ~~Molteni~~Section ~~Farmaceutici for the marketing and distribution of NALTREXONE MOLTENI~~16(Ra) inof the ~~countries~~Exchange ~~of Greece and Cyprus.~~Act

Section ~~Currently~~16(a) of the Exchange Act requires our officers and directors, ~~Samaritan~~and ~~Pharmaceuticals~~persons iswho own ~~utilizing~~more ~~the~~than ~~Italian~~ten ~~Ministry~~percent of ~~Health~~a ~~approved~~registered ~~regulatory~~class of equity securities, to file reports inwith ~~preparing~~the ~~marketing~~Securities ~~applications~~and ~~for~~Exchange ~~NALTREXONE~~Commission ~~MOLTENI(R)~~reflecting ~~with~~their ~~regulatory~~initial ~~authorities~~position of ownership on Form 3 and changes in ~~Greece~~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, 2008, all of our officers, directors and ~~Cyprus~~ten topercent ~~gain~~stockholders ~~country~~complied ~~marketing~~with ~~authorization~~all ~~drug~~applicable ~~approval~~Section 16(a) filing requirements on a timely basis.

Standards ~~ORAMORPH(R)~~of Business Conduct and Ethics

The Board ~~ORAMORPH(R)~~has isadopted ~~morphine~~Standards ~~sulphate~~of inBusiness anConduct ~~oral~~and ~~solution~~Ethics that are applicable to all employees and isdirectors, ~~used~~including ~~for~~our ~~managing~~Chief ~~moderate~~Executive toOfficer, ~~severe~~Chief ~~chronic~~Financial Officer, ~~pain~~other ~~for~~executive ~~more~~officers ~~than~~and asenior ~~few~~financial ~~days~~personnel. ItA ~~works~~copy byof ~~dulling~~our Standards ~~the~~of ~~pain~~Business ~~perception~~Conduct ~~center in~~and ~~the~~Ethics ~~brain~~is available on our website at www.samaritanpharma.com. ~~ORAMORPH(R)~~Information on our website is ~~approved~~not incorporated by reference. ~~the~~We ~~Italian~~intend ~~Ministry~~to post any waiver of, ~~Health~~or ~~(The~~material ~~equivalent~~changes to, ~~the~~these Standards, USif ~~FDA)~~any, ~~and~~to isour ~~marketed~~website bywithin ~~Molteni~~four inbusiness ~~Italy~~days of such event.

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

The Board Onheld ~~January~~in 1person meetings, ~~2007~~conference calls or unanimous consents thirty-four (34) times during the fiscal year ended December 31, ~~Samaritan~~2008, ~~entered~~of ~~into~~which anthirty-three ~~exclusive~~(33) were ~~licensing~~unanimous ~~agreement~~actions ~~with~~adopted ~~Molteni~~by ~~Farmaceutici~~the ~~for~~Board. Every director attended more than seventy eight (78%) percent of the ~~marketing~~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 ~~distribution~~a financial expert as used in Item 7(d)(3)(iv) of ~~ORAMORPH~~Schedule 14A (R240.14a -101 of this chapter) inunder the ~~countries~~Exchange ofAct. ~~Greece~~The ~~and~~Audit Committee held four (4) meetings ~~Cyprus~~during the fiscal year ended December 31, 2008. The Compensation Committee, with Independent Director Ms. Cynthia C. Thompson as Chairman, held four (4) meetings during the fiscal year ended December 31, 2008. The Nomination Committee, with Independent Director Jacinto L. Ayala as Chairman, held one (1) meeting during the fiscal year ended December 31, 2008.

~~Currently,~~Class ~~Oramorph~~I ~~has~~directors ashall ~~Greek~~serve ~~marketing~~until ~~authorization.~~the ~~Oramorph~~2010 ~~can~~annual ~~only~~meeting, beClass II ~~sold~~directors inshall ~~Greece~~serve ~~via~~until athe ~~centralized~~2009 ~~government~~annual ~~tender.~~meeting ~~Samaritan~~and isClass ~~preparing~~III adirectors shall ~~tender~~serve ~~application~~until ~~for~~ the 2011 annual meeting. Each director elected shall serve ~~next~~until ~~request~~his bysuccessor ~~Greek~~is ~~authorities~~elected ~~for~~and ~~applications~~duly qualified.

~~PETHIDINE(R)~~36

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

The Board ~~Samaritan~~of Directors has ~~received~~established ~~its~~four ~~first~~committees: ~~tender~~an ~~purchase~~Audit ~~order~~Committee, ofa ~~Pethidine~~Compensation Committee, ~~from~~a ~~the~~Nominating ~~Institute~~and ofCorporate ~~Pharmaceutical~~Governance ~~Research~~Committee, and ~~Technology~~Internal ~~(IFET)~~Control Committee. OnEach ~~January~~of 1,these ~~2007,~~committees ~~Samaritan~~has ~~entered~~two ~~into~~or anmore members who serve at the ~~exclusive~~discretion ~~licensing~~of ~~agreement~~the ~~with~~Board ~~Molteni~~of ~~Farmaceutici~~Directors. ~~for~~The Audit Committee has a written charter approved by the ~~marketing~~Board of Directors and ~~distribution~~can ofbe ~~PETHIDINE(R)~~found inunder the ~~countries~~"Investor Relations" section of ~~Greece~~our ~~and~~website ~~Cyprus~~at www.samaritanpharma.com. The members of the committees are identified in the paragraphs that follow.

Audit ~~Currently~~Committee. Thomas Winn (Chairman), ~~Pethidine®~~Cynthia ~~can~~Thompson ~~only~~and beJacinto ~~sold~~L. Ayala currently serve on the Audit Committee. The Company has a standing Audit Committee established in ~~Greece~~accordance with rules under the Exchange Act. Consistent with SEC rules regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, and ~~Cyprus~~overseeing ~~via~~the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a ~~centralized~~policy ~~government~~to ~~tender~~pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. ~~Samaritan~~Mr. H. Thomas Winn as Chairman is ~~preparing~~an independent director and a ~~tender~~financial ~~application~~expert ~~for~~as ~~the~~used ~~next~~in ~~request~~Item by7(d)(3)(iv) ~~Greek~~of Schedule 14 A ~~authorities~~(240.14a ~~for~~-101 ~~applications~~of this chapter) under the Exchange Act.

Compensation ~~RAPYDAN~~Committee. Cynthia Thompson (RChairman), 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 ~~RAPYDAN~~and Corporate Governance Committee. Jacinto L. Ayala (RChairman), isWelter ~~indicated~~“Budd” Holden, ~~for~~and ~~local~~Robert ~~dermal~~Crane ~~analgesia~~currently serve on ~~intact~~the ~~skin,~~Nominating ~~and~~Committee. ~~consists~~The nominating ofcommittee ais ~~thin,~~responsible ~~uniform~~for overseeing corporate governance matters, reviewing ~~local~~possible ~~anesthetic~~candidates ~~formulation~~for ~~with~~Board anmembership ~~integrated,~~and ~~oxygen-activated~~recommending ~~heating~~nominees ~~component~~for ~~that~~election. The Committee is ~~intended~~also toresponsible ~~enhance~~for evaluating the ~~delivery~~function and performance of the ~~local~~Board ~~anesthetic~~and overseeing the process for performance evaluation of the Committees of the Board. ~~The~~Additionally, ~~drug~~the ~~formulation~~Committee isreviews athe Company's ~~eutectic~~management ~~mixture~~succession plans and executive resources. The Nominating Committee believes members of ~~lidocaine~~the 70Board mgmust possess certain basic personal and professional ~~tetracaine~~qualities 70in ~~mg.~~order ~~Rapydan(R)~~to isproperly ~~indicated~~discharge their fiduciary duties to stockholders, provide ~~local~~effective ~~dermal~~oversight ~~analgesia~~of ~~for~~the ~~superficial~~management ~~venous~~of ~~access~~the Company and ~~superficial~~monitor ~~dermatological~~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 ~~such~~you to nominate persons to serve as ~~excision~~directors, ~~electrodessication~~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 ~~shave~~serve ~~biopsy~~until the earlier of their ~~skin~~resignation ~~lesions~~or removal, or until their successors have been duly elected and qualified.

Internal OnControl ~~August~~Committee. 3Cynthia Thompson (Chairman), ~~2007~~Thomas Winn, ~~Samaritan~~and ~~signed~~Robert anCrane currently ~~exclusive~~serve ~~agreement~~on ~~with~~the ~~EUSA~~Internal ~~for~~Control ~~the~~Committee. ~~marketing~~The ~~and~~Internal ~~distribution~~Control Committee ofassists the ~~product~~Board ~~Rapydan(R~~of Directors with 1) inperiodic ~~Greece~~review ~~and~~of ~~Cyprus.~~the ~~Rapydan(R~~internal control system; 2) isassessment anthe ~~approved~~internal ~~FDA~~control system effective functioning; ~~prescription~~3) ~~product~~ensuring ~~under~~that the ~~name~~Company’s ~~SYNERA(R)~~risks are adequately identified and ismanaged; ~~owned~~and 4) byevaluating ~~ZARS~~whether ~~Pharmaceuticals,~~the ~~Inc.~~accounting ~~and~~policies ~~marketed~~applied byare ~~Endo~~adequate ~~Pharmaceuticals,~~and consistent ~~Inc.~~for inthe purposes of the USconsolidated financial statements.

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.37

ITEM ~~REPLAGAL(R)~~11. EXECUTIVE COMPENSATION

Compensation ~~REPLAGAL(R)~~Discussion isand 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.Analysis

Overview. ~~Replagal(R)~~The ~~will~~Compensation beCommittee ~~sold~~administers ~~and~~our ~~distributed~~executive bycompensation ~~Samaritan~~program. onEach member of the Compensation Committee is a ~~named~~non-employee ~~patient~~and ~~basis~~an ~~until~~independent director. The Compensation Committee is responsible for establishing salaries, administering the ~~pricing~~incentive programs, and determining the ~~reimbursement~~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 ~~Replagal(R)~~each executive's iscash ~~established~~and inequity ~~Greece~~compensation to the achievement of performance targets that are important to the Company and ~~Cyprus~~its stockholders. The Company's executive compensation program has three principal elements: base salary, ~~with~~cash bonuses and equity incentives under the Amended Samaritan Pharmaceuticals, Inc. ~~relevant~~2001 ~~regulatory~~Stock ~~authorities~~Incentive Plan and Samaritan Pharmaceuticals, Inc. 2005 Stock Incentive Plan.

We Onconducted ~~April~~an ~~13,~~annual ~~2007,~~benchmark ~~Samaritan~~review ~~signed~~of anthe ~~exclusive~~aggregate ~~licensing~~level ~~agreement~~of ~~with~~our ~~Shire~~executive compensation, ~~Pharmaceuticals~~as ~~for~~well as the ~~marketing~~mix ~~and~~of ~~sale~~elements used to compensate our executive officers. This review is based on a survey of ~~Replagal(R)~~executive incompensation, ~~Greece~~"BioWorld Executive ~~and~~Compensation ~~Cyprus~~Report", conducted by an independent third party, Thomson BioWorld.

32Compensation 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.

~~Sales~~Elements of ~~and Marketing~~Compensation

WeExecutive compensation ~~in-license~~consists ~~products~~of ~~that~~the ~~focus~~following ~~on targeting healthcare providers, managed healthcare organizations, specialty distribution companies, government purchasers, and payers.~~elements:

~~Product~~Base Salary. ~~Candidates~~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, Mr. Eugene Boyle and Dr. Thomas Lang. Each executive has agreed to work under the prior terms of the agreement until new employment agreements are negotiated at arm's length with the Compensation Committee. The prior employment agreements provide 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 2008, 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.

ABonuses. The ~~significant~~Compensation ~~portion~~Committee ofhas the authority to award discretionary bonuses to our ~~operating~~executive ~~expenses~~officers. The incentive bonuses are ~~related~~intended to ~~the~~compensate officers ~~research~~for achieving financial and ~~development~~operational ofgoals ~~investigational-stage~~and ~~product~~for ~~candidates~~achieving individual annual performance objectives. ~~Research~~These ~~and~~objectives ~~development~~vary ~~expenses~~depending ~~were~~on $1the individual executive,~~733,194~~ 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 ~~2007,~~the ~~$4,667,053~~FDA application process; d) pharmaceutical sales goals achieved e) completion of an in-licensing ~~2006,~~contract; f) completion of an out-licensing contract; and ~~$3,456,301~~g) increases in ~~2005~~market capitalization. The Compensation Committee did not make any cash bonuses to the executive officers in 2008.

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 significant amounts of capital. The following summarizes our current product candidate programs with relevant out-licensing deals that the Company has completed.38

~~Alzheimer~~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 ~~disease~~assessment of the Company's needs and objectives, which are as follows.

SPStock 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-~~233~~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.

~~Caprospinol~~Our ~~(SP-233)~~Plans authorize isus ato ~~novel~~grant ~~Alzheimer's~~options ~~drug~~to ~~candidate~~purchase ~~that~~shares ~~Samaritan~~of ~~believes~~common ~~has~~stock ~~the potential~~ to ~~clear~~our employees, ~~beta-amyloid~~directors ~~plaque~~and ~~from~~consultants. ~~the~~Stock ~~brain;~~options agranted ~~problem~~by ~~that~~us ~~most~~typically ~~researchers~~have an ~~today~~exercise ~~believe~~price isequal to the ~~cause~~fair ofmarket ~~Alzheimer's.~~value ~~Samaritan~~of ~~filed~~our anCommon ~~IND~~Stock ~~application for Caprospinol~~ on ~~October~~the 30day of grant, ~~2006~~ and ~~was~~typically ~~subsequently~~vest ~~granted~~twenty-five anpercent ~~IND~~(25%) ~~number~~over bya ~~the~~particular ~~FDA.~~period, and ~~The~~generally ~~Company~~expire ~~believes~~between ~~that~~three ~~Caprospinol~~and ~~could~~ten beyears aafter ~~significant breakthrough in~~ the ~~treatment~~date of ~~Alzheimer's,~~grant. Incentive ~~and~~stock ~~plans~~options toalso ~~provide~~include ~~the~~certain ~~information~~other ~~requested~~terms bynecessary ~~the~~to ~~FDA~~assure compliance inwith ~~order~~the toInternal ~~continue~~Revenue ~~moving~~Code ~~our~~of ~~Caprospinol~~1986, ~~development~~as ~~program forward~~amended.

OnStock Appreciation ~~December~~Rights. 7,Our ~~2006,~~Amended Samaritan ~~announced~~Pharmaceuticals, ~~that~~Inc. 2001 Stock Incentive Plan and the USamaritan Pharmaceuticals, Inc.S 2005 Stock Incentive Plan authorizes us to grant stock appreciation rights, or SARs. ~~Food~~A ~~and~~SAR ~~Drug~~represents ~~Administration~~a right ~~(FDA)~~to ~~has~~receive ~~completed~~the ~~its~~appreciation ~~regulatory~~in ~~review~~value, if any, of our ~~IND~~Common ~~(Investigational~~Stock ~~New~~over ~~Drug)~~the base ~~application~~value ~~for~~of ~~Caprospinol~~the ~~and~~SAR. ~~has~~The ~~requested~~base ~~that~~value ~~additional~~of ~~information~~each beSAR ~~submitted~~equals inthe ~~support~~value of our Common Stock on the ~~safety~~date the SAR is granted. Upon surrender of ~~Caprospinol~~each SAR, ~~prior~~unless we elect to ~~initiating~~deliver ~~Samaritan's~~common ~~proposed~~stock, ~~Phase~~we Iwill ~~clinical~~pay ~~study~~an amount in cash equal to the value of our Common Stock on the date of delivery over the base price of the SAR. ~~Samaritan~~SARs typically isvest ~~currently~~based ~~performing~~upon ~~additional~~continued ~~studies~~employment toon ~~submit~~a pro-rata basis over a four-year period, and ~~support~~generally expire ten years after the ~~IND~~date ~~submitted~~of togrant. Our Compensation Committee is the ~~FDA~~administrator of our stock appreciation rights plan. To date, no SARs have been awarded to any of our executive officers.

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

~~SP-1000~~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.

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.39

ToChief Executive ~~this~~Officer ~~end,~~Compensation. ~~Samaritan~~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 ~~collaborating~~base ~~scientists~~salary ~~developed~~for ~~SP-1000~~Fiscal 2008 towas be$531,884, aand ~~potential~~as ~~hypocholesterolemic~~of ~~agent~~December ~~that~~31, ~~acts~~2008, ~~through~~the aChief ~~new~~Executive ~~and~~Officer ~~novel~~has accrued ~~mechanism~~compensation of ~~action~~$1,234,455 which ~~that~~could isbe ~~quite~~converted ~~distinct~~into torestricted shares, at the ~~mechanism~~executive's ofoption. ~~action~~The ~~mediating~~Chief Executive Officer received other compensation as indicated in the ~~effects~~Summary ofCompensation ~~statins~~Table.

The ~~effectiveness~~Compensation Committee is mindful of ~~SP-1000~~the ~~peptide~~potential ~~treatment~~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 ~~been~~reviewed ~~demonstrated~~our compensation plans and programs with regard to the deduction limitation set forth in ~~two~~Section ~~validated~~162(m) ~~hypercholesterolemia~~of ~~animal~~the ~~models~~Code. Based on this review, athe ~~genetically~~Compensation ~~engineered~~Committee ~~mouse~~anticipates ~~model~~that ~~mimicking~~the ~~familial~~annual bonus, ~~hypercholesterolemia~~long term incentive plan bonus and gain, if any, recognized by our President and inCEO ~~diet-induced~~and ~~hypercholesterolemia~~named ~~guinea~~executive ~~pigs~~officers upon the exercise of stock options or SARS meet the requirements for deductibility under Section 162(m) of the Code.

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

33The 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.

oThe Compensation ~~SP-1000~~Committee ~~peptide~~has ~~will~~reviewed ~~not~~and ~~interfere~~discussed ~~with~~this ~~cholesterol~~Compensation ~~metabolism~~Discussion & ~~and~~Analysis ~~disposition~~(CD&A) owith ~~SP-1000~~management. ~~peptide~~Based ~~will~~on ~~increase~~the ~~HDL~~review ~~while~~and ~~decreasing~~discussions, the ~~serum~~Compensation ~~free~~Committee ~~cholesterol~~recommended ~~and~~to ~~total~~the ~~bile~~Board ~~cholesterol~~that othe ~~SP-1000~~CD&A ~~peptide will~~ be included ~~effective~~ in ~~removing~~the ~~atheromas~~Company's ~~and~~Annual ~~preventing~~Report ~~plaque~~on ~~formation~~Form ~~o SP~~10-~~1000~~K ~~peptide~~for ~~will~~the ~~protect~~year ~~against~~ended ~~high~~December 31, ~~cholesterol-induced neurological~~2008, ~~cardiac~~for filing with the SEC and ~~muscular~~as ~~suffering~~applicable, ~~and~~the ~~gross~~Company's ~~liver~~proxy ~~morphology~~or information statement.

The ~~Taken~~foregoing ~~together,~~report ~~these data on classic animal models of familial and dietary hypercholesterolemia show that SP-1000~~ is anprovided ~~interesting~~by ~~new~~the ~~and~~following ~~novel~~directors, ~~lipid~~who ~~lowering~~constitute ~~drug with a strong~~the ~~patent~~Compensation ~~position that represents a competitive advantage over currently available therapeutic options~~Committee:

The ~~Infectious~~Compensation ~~Diseases~~Committee:

~~SP-01A~~Ms. Cynthia C. Thompson (Chairman) Mr. Jacinto L. Ayala Mr. Robert Cran

Summary ~~SP-01A~~Compensation 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.Table

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.

Name And Principal Position	Year	Salary $		Bonus $		Stock Awards $ (6)		Option Awards $		Non-Equity Incentive Plan Compen- sation		Change In Pension Value and Non qualified Deferred Compen-sation Earnings $		All Other Compen sation $(8), (9)		Total $
Dr. Janet R. Greeson	2008		531,884		-0-		-0-		-0-		-0-		-0-		14,387		546,271
CEO, President and	2007		506,556		-0-		-0-		93,025		-0-		-0-		16,773		616,354
Chairman of the Board (1), (2),(5)	2006		482,434		-0-		-0-		-0-		-0-		-0-		10,799		493,233

Mr. Eugene J. Boyle	2008		354,589		-0-		-0-		-0-		-0-		-0-		14,317		368,906
CFO and COO (1), (3),(5)	2007		337,704		-0-		-0-		69,769		-0-		-0-		16,633		424,106
	2006		321,622		-0-		-0-		-0-		-0-		-0-		9,213		330,835

Dr. Thomas Lang	2008		357,417		-0-		-0-		-0-		-0-		-0-		17,367		374,784
Chief Drug Development	2007		340,397		-0-		-0-		-0-		-0-		-0-		22,733		363,130
Officer (4)	2006		324,188		-0-		-0-		-0-		-0-		-0-		15,190		339,378

Dr. Christos Dakas (11)	2008		207,754		-0-		-0-		-0-		-0-		-0-		18,201		225,955
Managing Director - Samaritan	2007		197,861		-0-		-0-		62,213		-0-		-0-		18,201		278,275
	2006		136,075		-0-		-0-		-0-		-0-		-0-		16,611		152,686

Mr. George Weaver(1)	2008		142,967		-0-		-0-		-0-		-0-		-0-		9,791		152,758
Regulatory Affairs	2007		136,159		-0-		-0-		27,908		-0-		-0-		16,882		180,949
	2006		129,675		-0-		-0-		10,428		-0-		-0-		8,386		148,489

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.40

~~Pharmaplaz,~~1) The afollowing ~~shareholder,~~executives ~~will~~have ~~pay~~accrued ~~for~~compensation ~~and~~as beof December ~~responsible~~31, ~~for~~2008, ~~future research and development to bring the technology to market~~Dr. ~~Samaritan~~Janet ~~has~~Greeson, no$1,234,455, ~~remaining~~Eugene ~~obligations~~Boyle, or$735,352, ~~performance~~George ~~for~~Weaver, ~~future~~$172,665 ~~research~~ and ~~development~~Dr. ~~The~~Thomas ~~$10~~Lang,~~000,000~~ ~~payment is non-refundable~~$291,058. ~~Upon~~Each ~~request,~~executive ~~Samaritan~~has ~~might~~the ~~occasionally~~option ~~advise Pharmaplaz regarding SP-01A, in relationship~~ to convert ~~Principal~~their ~~Investigators~~respective ~~with~~accrued ~~applications~~compensation ~~for~~into ~~NIH~~restricted ~~grants,~~shares. orIn ~~other~~2006, ~~grant~~George ~~applications~~Weaver toexercised ~~advance~~his ~~SP-01A,~~option atand ~~Pharmaplaz's~~the ~~cost.~~Board ~~Samaritan~~of ~~and~~Directors ~~Pharmaplaz~~approved ~~will~~the conversion ~~split 50/50~~ of ~~all~~$90,000 ~~revenues~~into ~~stemming~~restricted ~~from SP-01A~~shares.

2) The SPCompany 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 10-30QSB as filed with the SEC on August 14, 2002. The agreement filed on August 14, 2002 expired as of December 31, 2005.

3) The ~~SP-30~~Company ~~has~~and ~~demonstrated~~Mr. ~~promise~~Boyle inhave ~~preclinical~~entered ~~studies~~into as an ~~antiviral~~employment ~~therapeutic~~agreement, ina ~~the~~copy ~~treatment~~ of ~~Hepatitis~~which is Cattached ~~(HCV)~~ as ~~well~~Exhibit as10.8 ato ~~therapeutic~~the ~~adjuvant~~Company's inQuarterly ~~the~~Report ~~treatment~~on ofForm ~~HIV. SP~~10-30QSB ~~offers several distinctive competitive advantages~~ as filed awith ~~potential oral adjuvant therapeutic in~~ the ~~treatment~~SEC ofon ~~HCV~~August ~~infected~~14, ~~individuals~~2002. ~~SP-30~~The isagreement ~~uniquely~~filed ~~different~~on ~~from~~August ~~other~~14, ~~inhibitors of viral replication in that it appears to condition the~~2002 ~~cell.~~expired ~~This~~as ~~unique multiple target mechanism~~ of ~~action~~December ~~provides~~31, ~~several advantages~~2005.

4) On June 1., In2004, ~~HCV~~the ~~infected~~Company ~~individuals,~~entered ~~SP-30~~into ~~uses~~an ~~its~~employment ~~unique~~agreement ~~mechanism~~with Dr. Thomas Lang pursuant to ~~build~~which aDr. ~~fence~~Lang ~~around~~shall serve as the ~~cell~~Company's ~~and~~Chief ~~prevent~~Drug Development ~~viral~~Officer ~~entry~~for a term of four (4) years. ~~Consequently,~~Dr. ~~HCV~~Lang is ~~unable~~entitled to ~~replicate~~a orbase salary ~~mutate~~of ~~and~~$300,000 per year which may be paid in stock pursuant to a formula as set forth in the agreement. Dr. Lang is ~~eventually~~entitled ~~eradicated~~to receive bonus payments of $50,000 for each Investigational New Drug Applications "granted" by the ~~immune system~~FDA. 2Dr. Lang ~~Because~~received SPa one-~~30's~~time ~~targets~~signing ~~belong~~bonus of 100,000 options to ~~the~~purchase ~~host~~our ~~cell~~Common Stock ~~and~~at ~~not~~$1.00 per share, such options to ~~the~~expire ~~virus~~after ~~itself~~three (3) years. Dr. Lang is entitled to moving expenses up to $30,000. SPDr. Lang shall receive a grant of 1,200,000 options, one-30quarter ~~may~~(1/4) ~~not~~of bewhich ~~susceptible~~shall tovest ~~the~~each ~~development~~year. The price of the ~~resistance~~options shall be $1.08 3with a term of ten (10) years. SPUpon termination of the employment agreement, such 1,200,000 options (vested and non-vested) shall expire within thirty (30) ~~does~~days ~~not~~thereafter. ~~appear~~Dr. Lang shall have the opportunity to beparticipate ~~contraindicated~~in ~~with~~all ~~any~~of ~~other~~the ~~currently~~Company's ~~approved~~qualified ~~ARV~~defined orbenefit ~~HCV~~and ~~treatments~~defined contribution retirement plans (subject to eligibility requirements in such plans), three (3) weeks paid vacation and paid holidays observed by the Company. The agreement between the Company and Dr. Thomas Lang has expired.

345) During calendar year 2008, Dr. Janet Greeson and Eugene Boyle withdrew restricted shares for an aggregate value of $70,599 and $55,583 respectively from the Samaritan Deferred Compensation Plan which was contributed to the Plan prior to the year 2005. 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.

~~Therefore~~6) On December 14, ~~based~~2007, onthe ~~its~~Company ~~favorable~~issued ~~in-vitro~~the ~~inhibition~~following ~~data,~~restricted ~~Samaritan~~shares isinto ~~developing~~the Samaritan aPharmaceuticals ~~Phase~~Benefit IPlan ~~clinical study protocol~~ for ~~SP-30~~the asfollowing aexecutives: ~~potential~~Dr. ~~oral~~Janet Greeson, ~~adjuvant~~1,424,694; ~~therapeutic~~Eugene inBoyle, ~~the~~474,895; ~~treatment~~Christos ofDakas, ~~HCV~~78,456; ~~infected~~and ~~individuals~~George Weaver, 74,765.

~~Endocrinology~~7) 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).

SP8) We adopted a tax-~~6300~~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).

~~SP-6300~~9) If an isofficer aor ~~new~~director ~~and~~made ~~novel~~a ~~approach~~loan ~~for~~to the ~~treatment~~Company ofand ~~Cushing's~~received ~~syndrome~~options and interest, ~~also~~the ~~known~~amounts asresulting ~~exogenous~~from ~~hypercortisolism.~~that ~~Cushing's~~loan ~~syndrome~~were ~~affects~~excluded ~~adults~~from 20the toabove calculations. Please 50see ~~with~~Note an3S ~~estimated~~- 10Summary toOf 15Significant ofAccounting Policies ~~every~~regarding ~~million people affected each year. Hypercortisolism occurs when~~ the ~~body's~~compensation ~~tissues~~for ~~are~~loans ~~exposed~~made to ~~excessive~~the ~~levels of cortisol for long periods of time~~Company.

~~Many people suffer the symptoms of exogenous hypercortisolism because they take glucocorticoid hormones such as prednisone, dexamethasone (Decadron~~10) ~~and methylprednisolone (Medrol), for asthma, rheumatoid arthritis, lupus and other inflammatory diseases or for immunosuppression after transplantation~~ Dr. Christos ~~People~~Dakas ~~can~~left ~~also~~the ~~develop~~company ~~exogenous~~in ~~hypercortisolism~~the ~~from~~fourth ~~injectable~~quarter ~~corticosteroids~~of ~~– for example, repeated injections for joint pain, bursitis and back pain~~2008.

~~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.~~41

~~Non~~Grants ~~Drug~~of Plan-Based ~~Products~~Awards

~~Alzheimer's~~There were ~~Diagnostic~~no ~~Blood~~options ~~Test~~granted to purchase shares of our Common Stock under the Option Plan to the executive officers in exchange for services in their capacity as an executive or director. The following table shows the number of options granted and the exercise price per share.

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.

		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	(#)	($/Share)	($)
Dr. Janet R. Greeson (1)	-	-0-	-0-	-0-

~~Breast~~(1) If an ~~Cancer~~officer ~~Diagnostic~~or director made a loan to the Company and received options and interest, the amounts resulting from that loan were excluded from the above calculations. Please see Note 3S - Summary of Significant Accounting Policies regarding the compensation for loans made to the Company.

~~Our~~The Compensation ~~non-invasive~~Committee ~~blood~~determines ~~test could be~~ the ~~first~~number ~~diagnostic tool to predict if a breast tumor is cancerous, with the added possibility to detect one single aggressive cancer cell out~~ of astock ~~million~~options ~~blood~~granted ~~cells.~~based ~~This~~upon several ~~tool~~factors: ~~could also be used as~~ (a) ~~monitoring~~level ~~tool to measure the success~~ of ~~chemotherapy~~responsibility, ~~radiation~~(b) ~~and~~expected ~~other~~contribution ~~drug~~towards our ~~treatments~~performance ~~for~~and ~~aggressive~~(c) ~~cancer~~total ~~and~~compensation ~~ultimately~~strategy ~~allow~~for ~~patients~~mix toof ~~avoid~~base ~~the~~salary, short-term ~~high~~incentives ~~costs~~ and ~~negative~~long-term ~~effects of unnecessary chemotherapy~~incentives.

~~Alzheimer's~~Narrative Disclosure ~~Rat Model Tool~~ to ~~Test~~Summary ~~New~~Compensation ~~Drugs~~Table

WeIn ~~have~~order to ~~developed~~conserve ancash, ~~animal model that mimics~~ the ~~human~~Named ~~phenotype~~Executive ofOfficers ~~Alzheimer's~~and ~~disease~~certain ~~pathology.~~other Wekey ~~believe~~employees may ~~this~~convert ~~Alzheimer's~~their ~~Rat~~salaries ~~Model~~into ~~will~~restricted ~~likely~~shares ~~provide~~of ~~pharmaceutical companies~~ the ~~means to rapidly screen and develop therapeutics to control Alzheimer's disease~~Company.

~~Collaborations,~~Material Terms ~~Alliances,~~of ~~and~~Employment ~~Investments~~Contracts of Named Executive Officers

~~The~~We ~~Research~~do ~~Institute~~not have ofemployment ~~McGill~~agreements ~~University~~with ~~Health~~Dr. ~~Centre~~Janet Greeson, Mr. Eugene Boyle, Dr. Thomas Lang and ~~Samaritan~~Mr. ~~Therapeutics~~George Weaver, however, each executive has agreed to work under the prior employment agreement until a new employment agreement can be negotiated with the Compensation Committee. Under the prior employment agreements, 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:

On(i) ~~July~~upon 1,consummation ~~2007,~~of ~~Samaritan~~a ~~executed~~transaction ~~research~~with ~~collaboration~~a ~~(the~~pharmaceutical ~~"Research~~company ~~Collaboration")~~expected ~~with~~to ~~the~~result ~~Research~~in ~~Institute~~equity ofinvestment, ~~McGill~~a ~~University~~royalty ~~Health~~revenue, ~~Centre~~or ~~and~~other ~~Samaritan~~substantial ~~Therapeutics~~benefit ~~over~~as aour ~~ten-year~~Board ~~period~~may ~~through~~determine; ~~2017~~(ii) toupon ~~discover~~approval by the Food and ~~develop~~Drug Administration of each new ~~compounds.~~investigational ~~The~~new ~~budget~~drug isapplication filed by us for ~~$1,000,000~~commencement ~~paid~~of ~~over~~human ~~four~~trials; (4iii) ~~quarterly~~upon ~~payments~~approval by the FDA of ~~$250,000,~~each isnew ~~unallocated~~drug application filed by us for any drug,; and ~~covers~~(iv) ~~the~~upon ~~general~~achievement ~~research~~of ~~and~~goals ~~development~~specified ~~effort.~~by ~~Under~~our ~~the~~Board ~~Research~~as ~~Collaboration,~~determined in the ~~Company~~third ~~receives~~quarter ~~worldwide~~of ~~exclusive~~each ~~rights~~fiscal year, ~~excluding~~based ~~Canada,~~on toperformance ~~any~~relative ~~novel~~to ~~therapeutic~~their ~~agents~~individual orwork ~~diagnostic~~as ~~technologies~~an ~~that~~executive ~~may~~manager ~~result~~and/or ~~from~~scientist ~~the~~and ~~Research~~based ~~Collaboration.~~on ~~Samaritan~~reference ~~Therapeutics~~to ~~receives~~objective ~~exclusive~~criteria ~~rights~~such toas the ~~Canadian~~ market toprice ~~any~~of ~~novel~~our ~~therapeutic~~stock ~~agents~~ or ~~diagnostic~~meeting ~~technologies~~budgets ~~that~~approved ~~may~~by ~~result from~~ the ~~Research Collaboration~~Board.

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 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.42

~~Pharmaplaz~~If an executive’s employment terminates other than “for cause” or within twelve months after a change of control of Samaritan Pharmaceuticals, ~~LTD~~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.

~~Samaritan~~Each executive ~~and~~has ~~Pharmaplaz,~~also asigned ~~private~~an ~~Irish~~agreement ~~Healthcare~~that ~~company~~requires ~~and~~the aexecutive ~~shareholder~~to ofassign inventions ~~Samaritan,~~and ~~have~~other anintellectual ~~agreement~~property ~~(the "Pharmaplaz Agreement")~~ to ~~commercialize~~Samaritan ~~SP-01A.~~Pharmaceuticals ~~Under~~which they ~~the~~conceive ~~terms~~or ofreduce ~~the~~to ~~agreement,~~practice ~~Pharmaplaz~~during isemployment ~~required~~and tofor ~~pay~~such ~~Samaritan~~period ~~$10~~as ~~million~~the Company ~~upfront.~~pays ~~To date~~severance, ~~under~~contains ~~the~~protective ~~Pharmaplaz~~provisions ~~Agreement~~concerning confidential information, ~~Samaritan~~non-competition ~~has~~and ~~received~~non-solicitation ~~$2.15~~of ~~million~~employees, ~~with~~and aprovides ~~balance~~for indemnification of ~~$7.85~~each ~~million remaining~~executive.

~~Pharmaplaz~~Outstanding Equity ~~will~~Awards beat ~~responsible~~Fiscal ~~for clinical development, clinical trial costs and manufacturing. Upon successful commercialization, Samaritan and Pharmaplaz will co~~Year-~~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.~~End

~~Pharmaplaz~~The following istable asets ~~fully~~forth ~~integrated~~information ~~pharmaceutical~~with ~~company~~respect ~~located~~to inthe ~~Athlone,~~unexercised ~~Ireland.~~options to ~~Pharmaplaz~~purchase ~~develops~~shares ~~patented~~of ~~pharmaceutical~~our ~~technologies~~Common ~~and~~Stock ~~products,~~granted ~~and~~under ~~has~~the ~~expertise~~Option inPlan ~~initial~~to ~~research,~~the executive ~~process~~officers ~~development,~~named ~~clinical trials, regulatory submissions and product manufacturing. Pharmaplaz,~~ in ~~addition, offers facilities for~~ the ~~development~~Summary ofCompensation ~~products~~Table and ~~processes~~held inby ~~life~~them ~~sciences~~at December 31, ~~and can also provide additional support with government grant aid and regulatory affairs~~2008.

Shire Pharmaceuticals

Name	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
Janet Greeson(1)	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	200,000	-0-	6.48	06/01/2014
Christos Dakas	75,000	-0-	.49	12/14/2017
	75,000	-0-	.50	12/19/2017
George Weaver	8,334	-0-	2.04	01/02/2014
	10,000	-0-	1.50	12/15/2011
	75,000	-0-	.49	12/14/2017

On(1) ~~March~~If 1,an officer ~~2007,~~or ~~Samaritan~~director ~~executed~~made a ~~two-year~~loan ~~exclusive~~to ~~licensing~~the ~~deal~~Company ~~with~~and ~~Shire~~received ~~Pharmaceuticals~~options ~~for~~and interest, the ~~marketing~~amounts ofresulting ~~Elaprase~~from inthat ~~Greece~~loan ~~and~~were ~~Cyprus.~~excluded ~~The~~from ~~product~~the ~~shall~~above calculations. Please besee ~~supplied~~Note on3S a- ~~named~~Summary ~~patient basis until the conclusion~~ of ~~the~~Significant ~~negotiations~~Accounting Policies ~~relating~~regarding to the ~~pricing~~compensation ~~and~~for ~~reimbursement~~loans ofmade ~~Elaprase~~to in the ~~territories with the relevant regulatory authorities~~Company.

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.43

~~Shire's~~Option ~~strategic~~Exercises ~~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~~Stock 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.Vested

~~Three~~The following ~~Rivers~~table ~~Pharmaceuticals(R)~~sets forth information with respect to the option exercises and stock vested as of December 31, 2008:

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.

	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-

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.Pension Benefits

~~Three~~None ~~Rivers~~of our ~~has~~named ~~continued~~executives toparticipate ~~expand~~in ~~its~~or ~~product~~have ~~line~~account ~~into~~balances ~~the~~in ~~branded~~qualified ~~market~~or non-qualified ~~with~~defined ~~the~~benefit ~~acquisition~~plans sponsored by us. The Compensation Committee, which is solely comprised of ~~AMPHOTEC/AMPHOCIL~~"outside directors" as defined for purposes of Section 162(Rm) inof ~~May~~the ofCode, ~~2005.~~may ~~This~~elect ~~product~~to isadopt ~~currently~~qualified ~~being~~or ~~marketed~~non-qualified defined inbenefit ~~over~~plans 40if ~~countries~~the ~~worldwide~~Compensation Committee determines that doing so is in our best interests.

36Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

The ~~Molteni~~Company ~~Farmaceutici~~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 Rabbi 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 specify 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.

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.

Name	Executive Contributions in Last FY $		Registrant Contributions in Last FY $		Aggregate Earnings in Last FY $		Aggregate Withdrawals/ Distributions (2) $		Aggregate Balance at Last FYE (2) (3) $
Janet Greeson (1)		-0-		-0-		-0-		164,731		115,104
Eugene Boyle (1)		-0-		-0-		-0-		129,693		84,153
Thomas Lang (1)		-0-		-0-		-0-		-0-		-0-
Christos Dakas (1)		-0-		-0-		-0-		-0-		3,922
George Weaver (1)		-0-		-0-		-0-		-0-		11,239

~~Molteni~~1) isAs ~~rich~~of inDecember ~~history~~31, ~~with~~2008, ~~over~~the aCompany ~~century~~has ofissued ~~experience~~5,288,476 ~~beginning~~shares into the Rabbi Trust with the ~~opening~~following ofcredit ~~its~~allocation: ~~manufacturing~~Dr. ~~facility~~Janet atGreeson ~~the~~2,302,070; ~~Molteni~~Mr. ~~Pharmacy~~Eugene ~~Laboratory~~J. ~~located~~Boyle in1,683,065; ~~the~~Mr. ~~historic~~Christos ~~center of~~Dakas ~~Florence~~78,456; ~~Italy~~Mr. ~~The~~George ~~strategic~~Weaver ~~therapeutic~~224,785; ~~areas~~Ms. onKristi ~~which~~Eads ~~Molteni~~50,625; ~~makes~~Ms. anDianne ~~effort~~Thompson ~~for~~21,376; ~~trading~~Mr. ~~new~~Barrie ~~alliances~~Fuller ~~are~~11,250; ~~concentrated~~Mr. onJacinto ~~Analgesia~~L. Ayala 67,500; ~~Anesthesia~~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 ~~Drug~~Dr. ~~Addition~~Vassilios ~~Therapy~~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 $0.07 price per share of the Company's securities is the closing market price as of December 31, 2008.

~~Siraeo, Ltd.~~44

OnChange ~~December 28, 2006, Samaritan signed a ten-year (with three-year automatic renewals) exclusive licensing agreement with Siraeo, Ltd for the marketing~~ of ~~Infasurf~~Control ~~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.~~Plan

On May ~~EUSA~~30, ~~Pharma~~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 OnExecutive ~~August~~Officer, 3Chief Financial Officer, ~~2007~~Chief Operating Officer, ~~Samaritan~~Senior ~~signed~~Vice Presidents, anVice ~~exclusive~~Presidents, ~~agreement~~and ~~with~~Directors ~~EUSA~~are ~~for~~eligible to participate in the Change ~~marketing~~in Control Plan, and ~~distribution~~the Board may designate other employees of the Company ~~product~~as ~~RAPYDAN~~Plan participants. The Company shall pay or cause to be paid to the participant a cash severance calculated based on a multiplier of four (R4) months of base salary for every year of service up to maximum in ~~Greece~~of ~~and~~either ~~Cyprus~~twenty four (24) months or thirty six (36) months depending on the participants job title or job category. ~~Rapydan~~The severance amount equals the applicable multiplier times the sum of (RA) isthe anparticipant's ~~approved~~highest ~~FDA~~annual rate of base salary as reported on ~~prescription~~the ~~product~~participant's ~~under~~W-2 for employee or on the ~~name~~participant's ~~SYNERA~~1099 for directors within the thirty six (R36) month period immediately preceding the Effective Date of the change in control and is(B) ~~owned~~the byparticipant's ~~ZARS~~maximum ~~Pharmaceuticals~~annual 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, ~~Inc.~~which ~~and~~will ~~marketed~~be byannualized, ~~Endo~~prior ~~Pharmaceuticals~~to the change in control, ~~Inc.~~not to exceed the target at 100% of achievement as defined in the USCompany's Sales Incentive Plan in effect upon the date of the change in control.

The OnChange ~~March~~in 10Control Plan provides that, ~~2008~~if, ~~Samaritan~~within ~~signed~~three anyears ~~exclusive~~following ~~agreement~~a ~~with~~"change in ~~EUSA~~control" ~~for~~(as defined in the ~~marketing~~Change ~~and~~in ~~distribution~~Control ofPlan), a participant's employment is terminated by the ~~products~~Company ~~ERWINASE~~without "cause" (Ras defined in the Plan) or ~~and~~by ~~KIDROLASE~~the participant for "good reason" (R)as defined in ~~Greece~~the ~~and~~Change ~~Cyprus.~~in ~~Erwinase(R~~Control Plan), the participant is eligible for severance benefits equal to a multiple of ~~and~~the ~~Kidrolase~~sum ~~are~~of ~~approved~~the ~~FDA~~participant's ~~prescription~~base ~~products~~salary and ~~are~~the ~~owned~~higher byof ~~EUSA~~the ~~Pharma~~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 ~~marketed~~any earned but unpaid long-term incentive payments 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 ~~EUSA~~the ~~Pharma~~Board at any time, except that no amendment that adversely affects the rights or potential rights of a participant will be effective in the Uevent that a change in control occurs within three (3) year of such amendment.S.

In the ~~EUSA~~event ~~Pharma~~the isnamed aexecutive ~~specialty~~officers ~~pharma~~were ~~company~~terminated ~~with~~without a"cause" ~~strong~~or ~~and~~they terminated ~~growing~~their ~~portfolio~~employment for "good reason" following a change of ~~specialty~~control, ~~hospital~~the named ~~medicines~~executive ~~which~~officers ~~has~~would ~~been~~receive ~~built~~the ~~through~~following severance payments (based on current salary rates, the ~~acquisition~~average bonuses of ~~Talisker~~the ~~Pharmaceuticals~~named executive officers for inthe ~~July~~last ~~2006~~three ~~and~~fiscal ~~OPI~~years inas ~~March~~the ~~2007~~highest bonus and additional retirement benefits). ~~Its~~Assuming ~~primary~~the ~~marketed~~employment ~~products~~of ~~are~~our ~~Erwinase(R)~~executive ~~Rapydan~~officers were to be terminated without cause (Rwhether through constructive termination or otherwise) on December 31, ~~Kidrolase(R)~~2008, ~~Fomepizole(R)~~the ~~and~~following ~~Xenazine(R)~~individuals would be entitled to payments in the amounts set forth: Dr. InJanet ~~addition~~Greeson, it$1,595,652; ~~has~~Eugene anBoyle, ~~active~~$709,178; Dr. ~~development~~Thomas ~~pipeline~~Lang, ~~including~~$478,939; ~~candidates~~and inGeorge ~~rheumatoid~~Weaver, ~~arthritis~~$260,200. ~~and~~The foregoing does not ~~Alzheimer’s~~include ~~disease~~any amounts that would be payable under the "gross-up" provisions of the change of control employment agreements, ~~schizophrenia~~or ~~and~~any ~~Lambert~~amounts ~~Eaton~~attributable ~~Syndrome~~to the accelerated vesting of equity awards upon a change of control.

~~Abiogen Pharma~~45

Director ~~Abiogen~~Compensation 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.Table

The ~~Plan~~following ~~and~~director ~~Results~~compensation table sets forth the total annual compensation paid or accrued by the Company to or for the account of ~~Operations~~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:

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.

Name (1)	Fees Earned or Paid in Cash $		Stock Awards $		Option Awards $		Non-Equity Incentive Plan Compensation $		Change In Pension Value And Nonqualified Deferred Compensation Earnings		All Other Compensation $		Total $
Jacinto L. Ayala		-0-		5,400		-0-		-0-		-0-		-0-		5,400
Robert Crane		-0-		4,200		-0-		-0-		-0-		-0-		4,200
Julio Garcia		-0-		3,000		-0-		-0-		-0-		-0-		3,000
Welter "Budd" Holden		-0-		3,200		-0-		-0-		-0-		-0-		3,200
Laurent Lecanu		7,500		-0-		-0-		-0-		-0-		-0-		7,500
Cynthia Thompson		-0-		14,000		-0-		-0-		-0-		-0-		14,000
Thomas Winn		-0-		11,000

Filing Compare · SAMARITAN PHARMACEUTICALS INC