ࡱ;   !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry  \pCalc Ba=6 =@ 8X@"1Calibri1Arial1Arial1Arial1Calibri General;6_(\$* #,##0.00_);_(\$* \(#,##0.00\);_(\$* \-??_);_(@_) #,##0.003._(\$* #,##0_);_(\$* \(#,##0\);_(\$* \-_);_(@_) #,##0\(#,##0_);[RED]\(#,##0\)!"($"#,##0_);[RED]"($"#,##0\)'""($"#,##0.00_);[RED]"($"#,##0.00\)                + ) , *   ( (  $   (8  $   (    $  $  $  $ ` 4Table̗Table-1Table-2\Table-3^Table-4Table-5BTable-6$Table-7Table-82Table-9hTable-10DTable-11Table-12&Table-13Table-14| Table-15( Table-16Table-17Table-18lTable-19v(Table-20>-Table-214Table-22=Table-23CTable-24FTable-25ITable-26T*"l     3  @@   z Fiscal2010 Fiscal2009HighLow+First Quarter (November 1-January 31)+Second Quarter (February 1- April 30)%Third Quarter (May 1 - July 31),Fourth Quarter (August 1 - October 31)MCost incurred through October 31, 2010: approximately $2.8 million;@Estimated future clinical costs approximates $4.7 million:Anticipated Timing: commenced in March 2010 (with patient dosing commencing in June 2010); reporting of low dose portion in late 2011, completion August 2012 or beyondForm of Common Stock Purchase Warrant.Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC on November 12, 2010.<Securities Purchase Agreement between the registrant and the purchasers in the private placement (the  SPA ), dated as of October 17, 2007, and Disclosure Schedules thereto.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Securities Purchase Agreement dated February 2, 2006 between the registrant and Cornell Capital Partners, LP.Incorporated by reference to Exhibit 10.01 to Report on Form 8-K filed with the SEC on February 8, 2006.Registration Rights Agreement between the registrant and the parties to the SPA, dated as of October 17, 2007.Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Placement Agency Agreement between the registrant and Carter Securities, LLC, dated as of October 17, 2007.Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Engagement Letter between the registrant and Carter Securities, LLC, dated August 15, 2007.Incorporated by reference to Exhibit 10.3(a) to Current Report on Form 8-K filed with the SEC on October 23, 2007.Agreement between the registrant and YA Global Investments, L.P. f/k/a Cornell Capital Partners, L.P., dated August 23, 2007.Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on October 23, 2007.]Memorandum of Agreement between the registrant and CAMHZN Master LDC and CAMOFI Master LDC, purchasers of the Units consisting of common stock, $0.20 warrants, and $0.001 warrants, dated October 17, 2007.Incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Advisory Agreement between the registrant and Centrecourt Asset Management LLC, dated August 1, 2007.Incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed with the SEC on October 23, 2007.Share Exchange and Reorganization Agreement, dated as of August 25, 2004, by and among the registrant, Advaxis and the shareholders of Advaxis.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on November 18, 2004.Security Agreement dated February 2, 2006 between the registrant and Cornell Capital Partners, L.P.Incorporated by reference to Exhibit 10.06 to Current Report on Form 8-K filed with the SEC on February 8, 2006.Investor Registration Rights Agreement dated February 2, 2006 between the registrant and Cornell Capital Partners, LP.Incorporated by reference to Exhibit 10.05 to Current Report on Form 8-K filed with the SEC on February 8, 2006.2004 Stock Option Plan of the registrant.Incorporated by reference to Exhibit 4.1 to Report on Form S-8 filed with the SEC on December 1, 2005.2005 Stock Option Plan of the registrant.Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on May 15, 2006.$License Agreement, between University of Pennsylvania and the registrant dated as of June 17, 2002, as Amended and Restated on February 13, 2007.Incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-KSB filed with the SEC on February 13, 2007.%Sponsored Research Agreement dated November 1, 2006 by and between University of Pennsylvania (Dr. Paterson Principal Investigator) and the registrant.Incorporated by reference to Exhibit 10.44 to Annual Report on 10-KSB filed with the SEC on February 13, 2007.ENon-Exclusive License and Bailment, dated as of March 17, 2004, between The Regents of the University of California and Advaxis, Inc. Incorporated by reference to Exhibit 10.8 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).*Consultancy Agreement, dated as of January 19, 2005, by and between LVEP Management, LLC. and the registrant. Incorporated by reference to Exhibit 10.9 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Amendment to Consultancy Agreement, dated as of April 4, 2005, between LVEP Management LLC and the registrant. Incorporated by reference to Exhibit 10.27 to Annual Report on Form 10-KSB filed with the SEC on January 25, 2006.Second Amendment dated October 31, 2005 to Consultancy Agreement between LVEP Management LLC and the registrant. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on November 9, 2005.Third Amendment dated December 15, 2006 to Consultancy Agreement between LVEP Management LLC and the registrant. Incorporated by reference to Exhibit 9.01 to Current Report on Form 8-K filed with the SEC on December 15, 2006.&Consultancy Agreement, dated as of January 22, 2005, by and between Dr. Yvonne Paterson and Advaxis, Inc. Incorporated by reference to Exhibit 10.12 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).#Consultancy Agreement, dated as of March 15, 2003, by and between Dr. Joy A. Cavagnaro and Advaxis, Inc. Incorporated by reference to Exhibit 10.13 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).-Consulting Agreement, dated as of July 2, 2004, by and between Sentinel Consulting Corporation and Advaxis, Inc. Incorporated by reference to Exhibit 10.15 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Agreement, dated July 7, 2003, by and between Cobra Biomanufacturing PLC and Advaxis, Inc. Incorporated by reference to Exhibit 10.16 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Securities Purchase Agreement, dated as of January 12, 2005, by and between the registrant and Harvest Advaxis LLC. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on January 18, 2005.Registration Rights Agreement, dated as of January 12, 2005, by and between the registrant and Harvest Advaxis LLC. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on January 18, 2005.Letter Agreement, dated as of January 12, 2005 by and between the registrant and Robert T. Harvey. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on January 18, 2005."Consu< ltancy Agreement, dated as of January 15, 2005, by and between Dr. David Filer and the registrant. Incorporated by reference to Exhibit 10.20 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).1Consulting Agreement, dated as of January 15, 2005, by and between Pharm-Olam International Ltd. and the registrant. Incorporated by reference to Exhibit 10.21 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Letter Agreement, dated February 10, 2005, by and between Richard Berman and the registrant. Incorporated by reference to Exhibit 10.23 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement, dated February 8, 2005, by and between Vafa Shahabi and the registrant. Incorporated by reference to Exhibit 10.24 to Pre-Effective Amendment No. 2 filed on April 28, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement, dated March 1, 2005, by and between John Rothman and the registrant.Incorporated by reference to Exhibit 10.25 to Pre-Effective Amendment No. 2 filed on April 8, 2005 to Registration Statement on Form SB-2/A (File No. 333-122504).3Clinical Research Services Agreement, dated April 6, 2005, between Pharm-Olam International Ltd. and the registrant.Incorporated by reference to Exhibit 10.26 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).*Royalty Agreement, dated as of May 11, 2003, by and between Cobra Bio-Manufacturing PLC and the registrant.Incorporated by reference to Exhibit 10.28 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).Letter Agreement between the registrant and Investors Relations Group Inc., dated September 27, 2005.Incorporated by reference to Exhibit 10.31 to Post-Effective Amendment filed on January 5, 2006 to Registration Statement on Form SB-2 (File No. 333-122504).Consultancy Agreement between the registrant and Freemind Group LLC, dated October 17, 2005.Incorporated by reference to Exhibit 10.32 to Post-Effective Amendment filed on January 5, 2006 to Registration Statement on Form SB-2 (File No. 333-122504).Employment Agreement dated August 21, 2007 between the registrant and Thomas Moore.Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on August 27, 2007.Employment Agreement dated February 9, 2006 between the registrant and Fred Cobb.Incorporated by reference to Exhibit 10.35 to the Registration Statement on Form SB-2 (File No. 333-132298) filed with the SEC on March 9, 2006.Termination of Employment Agreement between J. Todd Derbin and the registrant dated October 31, 2005.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on November 9, 2005.Consulting Agreement dated June 1, 2006 between the registrant and Biologics Consulting Group Inc.Incorporated by reference to Exhibit 10.40 to Annual Report on Form 10-KSB field with the SEC on February 13, 2007.Consulting Agreement dated June 1, 2006 between the registrant and Biologics Consulting Group Inc., as amended on June 1, 2007.Incorporated by reference to Exhibit 10.42(i) to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Master Contract Service Agreement between the registrant and MediVector, Inc. dated May 20, 2007. Incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Form of note issued in the August 2007 financing.Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on August 27, 2007.Letter of Agreement, dated November 21, 2007, between Crystal Research Associates, LLC and the registrant. Incorporated by reference to Exhibit 10.45 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.QService Proposal O781, dated May 14, 2007, to the StrategicCollaboration and Long Term Vaccine Supply Agreement, dated October 31, 2005, between the registrant and Cobra Biomanufacturing Plc. Incorporated by reference to Exhibit 10.46 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.RService Proposal, dated September 20, 2007, to the StrategicCollaboration and Long Term Vaccine Supply Agreement, dated October 31, 2005, between the registrant and Cobra Biomanufacturing Plc. Incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Consulting Agreement, dated May 1, 2007 between the registrant and Bridge Ventures, Inc. Incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Consulting Agreement, dated August 1, 2007 between the registrant and Dr. David Filer. Incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-KSB filed with the SEC on January 16, 2008.Employment Agreement dated February 29, 2008 between the registrant and Christine Chansky. Incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Note Purchase Agreement, dated September 22, 2008 by and between Thomas A. Moore and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 30, 2008.Lease Extension Agreement dated June 1, 2008 by and between New Jersey Economic Development Authority and the registrant. Incorporated by reference to Exhibit 10.55 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Technical/Quality Agreement dated May 6, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.57 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Master Service Agreement dated April 7, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.58 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Agreement, dated as of December 8, 2008, by and between The Sage Group and the registrant. Incorporated by reference to Exhibit 10.59 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Service Agreement dated January 1, 2009 by and between AlphaStaff, Inc. and the registrant. Incorporated by reference to Exhibit 10.60 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Promissory Note issued to Biotechnology Greenhouse Corporation of Southeastern Pennsylvania, dated November 10, 2003.Incorporated by reference to Exhibit 10.53 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Promissory Note issued to Biotechnology Greenhouse Corporation of Southeastern Pennsylvania, dated December 17,2003.Incorporated by reference to Exhibit 10.54 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Letter of Intent dated November 20, 2008 by and between Numoda Corporation and the registrant. Incorporated by reference to Exhibit 10.61 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.Consulting Agreement dated December 1, 2008 by and between Conrad Mir and the registrant. Incorporated by reference to Exhibit 10.62 to Annual Report on Form 10< -KSB filed with the SEC on January 29, 2009.Form of Note Purchase Agreement. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Senior Secured Convertible Note. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Senior Promissory Note as amended, between the registrant and Thomas Moore. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Security Agreement. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Form of Subordination Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on June 19, 2009.Series A Preferred Stock Purchase Agreement dated September 24, 2009 by and between Optimus Capital Partners, LLC and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 25, 2009.Form of Note Purchase Agreement, entered into in connection with the junior bridge financing. Incorporated by reference to Exhibit 10.61 to Registration Statement on Form S-1 (File No. 333-162632) filed with the SEC on October 22, 2009.Form of Convertible Promissory Note, issued in the junior bridge financing.Incorporated by reference to Exhibit 4.13 to Registration Statement on Form S-1 (File No. 333-162632) filed with the SEC on October 22, 2009.Form of Amended and Restated Senior Promissory Note, between the registrant and Thomas Moore.Incorporated by reference to Exhibit 4.17 to Annual Report on Form 10-K filed with the SEC on February 19, 2010.Amendment to Senior Promissory Note.Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K/A filed with the SEC on February 11, 2010.Amended and Restated 2009 Stock Option Plan of the registrant.Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on April 30, 2010.Form of Stock Purchase Agreement dated May 10, 2010 between the registrant and Numoda Capital Innovations, LLC.Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on May 14, 2010.!Second Amendment to the Amended and Restated Patent License Agreement between the registrant and the University of Pennsylvania dated as of May 10, 2010.Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on June 3, 2010.Series B Preferred Stock Purchase Agreement dated July 19, 2010 by and between Optimus Capital Partners, LLC and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.Form of Amended and Restated Promissory Note between Optimus CG II Ltd. and the registrant. Incorporated by reference to Exhibit G to the Purchase Agreement included as Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.Form of Security Agreement between Optimus CG II Ltd. and the registrant. Incorporated by reference to Exhibit H to the Purchase Agreement included as Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.Separation Agreement and General Release dated January 6, 2010 between the Company and Fred Cobb.Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on September 14, 2010.Form of Note Purchase Agreement.Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on November 12, 2010.Form of Convertible Promissory Note.Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on November 12, 2010.Code of Business Conduct and Ethics dated November 12, 2004.Incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K filed with the SEC on November 18, 2004.23.1**)Consent of McGladrey & Pullen, LLP.UPower of Attorney (Included in the signature page of this annual report).31.1**nCertification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2**nCertification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1**nCertification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 200232.2**oCertification of Chief Financial Officerpursuant to section 906 of the Sarbanes-Oxley Act of 2002PageAdvaxis, Inc.>Reports of Independent Registered Public Accounting FirmF-16Balance Sheets as of October 31, 2010 and 2009F-2fStatements of Operations for the years ended October 31, 2010 and 2009 and the period from3March 1, 2002 (Inception) to October 31, 2010F-3lStatements of Stockholders Equity (Deficiency) for the Period from March 1, 2002 (Inception) toOctober 31, 2010F-4fStatements of Cash Flows for the years ended October 31, 2010 and 2009 and the period fromF-5'Notes to the Financial StatementsF-7October31, 2010October31, 2009ASSETSCurrent Assets:CashGrant Receivable-Prepaid expensesTotal Current AssetsDeferred expenses>Property and Equipment (net of accumulated depreciation)9Intangible Assets (net of accumulated amortization)Deferred Financing CostOther AssetsTOTAL ASSETS.LIABILITIES AND SHAREHOLDERS DEFICIENCYCurrent Liabilities:Accounts payableAccrued expensesDConvertible Bridge Notes and fair value of embedded derivativeANotes payable  current portion, including interest payableTotal Current LiabilitiesCommon Stock WarrantTotal LiabilitiesShareholders Deficiency:Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series B Preferred Stock; issued and outstanding 789 at October 31, 2010 and 0 at October 31, 2009. Series A Preferred Stock; issued and outstanding 0 at October 31, 2010 and 0 at October 31, 2009Common Stock - $0.001 par value; authorized 500,000,000 shares, issued and outstanding 198,100,817 in 2010 and 115,638,243 in 2009 Additional Paid-In Capital#Stock Subscription Receivable6Deficit accumulated during the development stage$Total Shareholders Deficiency2TOTAL LIABILITIES & SHAREHOLDERS DEFICIENCYYearEnded October31,4Periodfrom March1,2002 (Inception)to October31,20102009Revenue%Research & Development Expenses4, 904,298'General & Administrative ExpensesTotal Operating expensesLoss from OperationsOther Income (expense):Interest expenseOther IncomeGain on note retirementiNet changes in fair value of common stock warrant liability and embedded derivative liability2Net Income/( Loss) before income tax benefitIncome Tax BenefitNet Income/( Loss)0Dividends attributable to preferred shares3Net Income/( Loss) applicable to Common Stock(Net Income/(Loss) per share, basic*Net Income/(Loss) per share, diluted:Weighted < average number of shares outstanding, basic<Weighted average number of shares outstanding, dilutedPreferredStock CommonStockDeficitNumberof Sharesof OutstandingAmountNumberofshares ofoutstandingStock Subscription ReceivableAdditionalPaid- inCapital(Accumulated Duringthe DevelopmentStage!Shareholders Equity(Deficiency)Preferred stock issuedCommon Stock Issued4Options granted to consultants & professionalsNet LossKRetroactive restatement to reflect re-capitalization on Nov. 12, 2004"Balance at December 31, 20021Note payable converted into preferred stock6Options granted to consultants and professionalsNet loss"Balance at December 31, 2003'Stock dividend on preferred stock!Balance at October 31, 2004ACommon Stock issued to Placement Agent on re-capitalization!Effect of re-capitalization0Conversion of Note payable to Common StockIIssuance of Common Stock for cash, net of shares to Placement Agent-Issuance of common stock to consultantsPIssuance of common stock in connection with the registration statementIssuance costseRestatement to reflect re- capitalization on Nov. 12, 2004 including cash paid of $44,940!Balance at October 31, 20050Options granted to employees and directors-Conversion of debenture to Common Stock9Issuance of Common Stock to employees and directors!Balance at October 31, 2006Common Stock issuedOffering ExpensesBWarrants issued on conjunction with issuance of common stock!Balance at October 31, 2007!Common Stock Penalty Shares#Warrants issued to consultant!Balance at October 31, 20083Common stock issued upon exercise of warrants)Warrants classified as a liability'Issuance of common Stock Warrants6Options granted to professionals and consultants9Issuance of common stock to employees and directorsNet Income/ (Loss)!Balance at October 31, 2009Preferred Stock issued9Common stock issued upon conversion of Bridge Notes#Common stock issued to Numoda7Common stock issued to University of Pennsylvania4Common stock issued to employees and directors-Common stock issued to former employees'Issuance of common stock warrants!Balance at October 31, 2010 PeriodfromMarch12002 Yearended(Inception)to October31,OPERATING ACTIVITIESNet Income (Loss)`Adjustments to reconcile net income (loss) to net cash used in operating activities:INon-cash charges to consultants and employees for options and stock.Amortization of deferred financing costs'Amortization of deferred expenses.Amortization of discount on Bridge Loans%Impairment of intangible assetsNon-cash interest expenseH(Gain) Loss on change in value of warrants and embedded derivative .(4,648,573)Warrant Expense$Value of penalty shares issuedDepreciation expense)Amortization expense of intangibles-(Increase) decrease in prepaid expenses-(Increase) decrease in grant receivable)Decrease (increase) in other assets"Increase in accounts payable-(Decrease) increase in accrued expenses-(Decrease) increase in interest payable+Net cash used in operating activitiesINVESTING ACTIVITIES4Cash paid on acquisition of Great Expectations(Purchase of property and equipmentCost of intangible assets+Net cash used in Investing ActivitiesFINANCING ACTIVITIES1Proceeds from convertible secured debenture,Cash paid for deferred financing costs!Proceeds from notes payablePayment on notes payable1Net proceeds of issuance of Preferred Stock)Payment on cancellation of Warrants,Proceeds from the exercise of warrants.Net proceeds of issuance of Common Stock/Net cash provided by Financing ActivitiesNet increase in cash!Cash at beginning of periodCash at end of period March1,2002 October 31,,Equipment acquired under notes payable$$%Common Stock issued to FoundersENotes payable and accrued interest converted to Preferred Stock'Stock dividend on Preferred StockAAccounts payable from consultants settled with common stockYNotes payable and embedded derivative liabilities converted to Common Stock$-3Intangible assets acquired with notes payable2Intangible assets acquired with common stocknDebt discount in connection with recording the original value of the embedded derivative liabilityKAllocation of the original secured convertible debentures to warrantsAAllocation of the warrants on Bridge Notes as debt discountANote Receivable in connection with the exercise of warrantsAWarrants issued in connection with issuance of Common StockDWarrants issued in connection with issuance of Preferred StockAsofOctober31,WarrantsStock Options6Convertible Debt (using the if-converted method)Total5March1,2002 (dateof inception)to October31, 2010Net Loss as reportedCAdd: Stock based option expense included in recorded net loss]Deduct stock option compensation expense determined under fair value based methodAdjusted Net Loss YearEndedExpected volatility156.5%170.2%Expected Life10.0 years6.0 yearsDividend yieldRisk-free interest rate2.75%3.5%October 31, 2010October 31, 2009LicensePatentsTotal intangiblesAccumulated AmortizationIntangible Assets%Salaries and other compensation"Sponsored Research Agreement ConsultantsOther,Bridge Note  Principal Value - Issued(Principal payments on Bridge NotesBridge Note Conversions7Original Issue Discount, net of accreted interest1Fair Value of Attached Warrants at issuance4Fair Value of Embedded Derivatives at issuanceFAccreted interest on embedded derivative and warrant liabilities7Convertible Bridge Notes- as of October 31, 20108Embedded Derivatives Liability at October 31, 2010EConvertibleBridge Notes and fair value of embedded derivative Description PrincipalOriginal Issue DiscountWarrant LiabilityEmbedded Derivative Liability!Bridge Note 1-June 18, 20090Bridge Note II & III-October 26 & 30, 2009 Optimus September 24, 2009 Other outstanding warrantsTotal Valuation at OriginationChange in fair valueAccreted interest,Total Valuation as of October 31, 2009?Bridge Notes IV-December 1, 2009 through January 31. 2010/Bridge Note I- Extension of Maturity Date'Exercise of Common Stock Warrants,Total Valuation as of January 31, 2010Bridge Note V'Exercise of common stock warrantsNote Payoffs*Total Valuation as of April 30, 2010"Issuance of Optimus Warrants)Total Valuation as of July 31, 2010Bridge Note VINote PayoffIssuance of WarrantsAccreted InterestExercise of WarrantsChange in FV,Total Valuation as of October 31, 2010Type ExercisePriceExpirationDate#Common Stock Purchase Warrant"February 2011  October 2012)2007 Securities Purchase AgreementJune 2014  August 2015Bridge Notes$0.1952 - $0.287#February 2011  February 2012Vendor & OtherSubtotalJuly 2013<Optimus < Preferred Stock Purchase Agreement (7/19/2010)Grand TotalSharesWeighted Average Exercise Price4WeightedAverage Remaining ContractualLifeIn YearsAggregate IntrinsicValue(Outstanding as of October 31, 2008Granted ExercisedCancelled or Expired(Outstanding as of October 31, 2009(Outstanding as of October 31, 2010.Vested & Exercisable at October 31, 2010OptionsOutstandingOptionsExercisableRangeof Exercise PricesNumber Outstanding (000 s)7Weighted- Average Remaining Contractual Life(inYears)*Weighted- Average Exercise Priceper ShareAggregate Intrinsic ValueNumber Exercisable (000 s) $0.09-0.11 0.12-0.13 0.14-0.17 0.18-0.21 0.22-0.25 0.26-0.29 0.30-0.43AsummaryofthestatusoftheCompany snonvestedsharesas ofOctober31,2007,andchangesduringtheyearsended October31,2009and2008arepresentedbelow:Numberof Shares?Weighted Average Exercise Priceat Grant Date6WeightedAverage Remaining ContractualTerm (inyears)+Non-vested shares at October 31, 2008Options grantedOptions vested+Non-vested shares at October 31, 2009Options GrantedOptions Vested+Non-vested shares at October 31, 2010.Net operating loss carryforwards-federalStock based compensation*Research and development tax creditsLess valuation allowanceDeferred tax assetYearended October31, 2010Yearended October31, 20099Periodfrom March1,2002 (inception)to October31, 2010)Provision at federal statutory rate34%Valuation allowance-% Level 2'Fair Value of Embedded DerivativeCommon 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