Annual report pursuant to Section 13 and 15(d)

COMMITMENTS AND CONTINGENCIES

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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES [Abstract]  
COMMITMENTS AND CONTINGENCIES
 
NOTE 7 – COMMITMENTS AND CONTINGENCIES
 
Operating Leases
At December 31, 2012, we had commitments under non-cancelable operating leases for our New York office until August 31, 2013 totaling $130,000. Rent expense for the years ended December 31, 2012 and 2011 was $288,000 and $266,000, respectively. We also have one non-cancelable operating lease – for a copier with future obligations totaling approximately $29,000 ending in 2014.
 
Legal
 
Alan Schmidt, a former shareholder of Genaera Corporation ("Genaera"), and a former unitholder of the Genaera Liquidating Trust (the "Trust"), filed a purported class action in the United States District Court for the Eastern District of Pennsylvania in June, 2012. The lawsuit named thirty defendants, including the Company, MacroChem Corporation, which was acquired by the Company in February 2009, Jeffrey Davis, the CEO and a director of the Company, and Steven H. Rouhandeh and Mark Alvino, both of whom are Company executives (the "Access Defendants"). With respect to the Access Defendants, the complaint alleges direct and derivative claims asserting that directors of Genaera and the Trustee of the Trust breached their fiduciary duties to Genaera, Genaera's shareholders and the Trust's unitholders in connection with the licensing and disposition of certain assets, aided and abetted by numerous defendants including the Access Defendants. Schmidt seeks money damages, disgorgement of any distributions received from the Trust, rescission of sales made by the Trust, attorneys' and expert fees, and costs. On December 19, 2012 Schmidt filed an amended complaint which asserts substantially the same allegations with respect to the Access Defendants. On February 4, 2013, the Access Defendants moved to dismiss all claims asserted against them. Schmidt has not yet responded to the Access Defendants' motion to dismiss. The Company has advised that its intends to defend the lawsuit vigorously.
 
We are not currently subject to any other material pending legal proceedings.