10-Q

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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDz+bUbpW5rMdUAcxOMSSwnn/xJlPuHTaaljaZ5GwzTB1vqEN+QmFLZAQtzhCcem 07ee1mm6kgoD4cavBYfb6A== 0000950123-07-014788.txt : 20071102 0000950123-07-014788.hdr.sgml : 20071102 20071102152257 ACCESSION NUMBER: 0000950123-07-014788 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAVELIN PHARMACEUTICALS, INC CENTRAL INDEX KEY: 0000050710 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880471759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-32949 FILM NUMBER: 071210354 BUSINESS ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-349-4500 MAIL ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: INTRAC INC DATE OF NAME CHANGE: 20010313 10-Q 1 y41719e10vq.htm FORM 10-Q 10-Q

United States
Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark one)


þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007


o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from to .

Commission File Number: 001-32949

JAVELIN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware		88-0471759

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

125 CambridgePark Drive, Cambridge, MA 02140

(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (617) 349-4500

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 past 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 þ No o

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 o Accelerated Filer þ Non-accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

At October 31, 2007, 48,831,559 shares of the Registrant’s Common Stock, par value $0.001, were outstanding.

JAVELIN PHARMACEUTICALS, INC. AND SUBSIDIARIES

INDEX


	Page
PART I — FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006		3
Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2007 and 2006 and the cumulative period from February 23, 1998 (inception) to September 30, 2007		4
Condensed Consolidated Statement of Stockholders’ Equity (unaudited) for the nine months ended September 30, 2007		5
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2007 and 2006 and the cumulative period from February 23, 1998 (inception) to September 30, 2007		6
Notes to Condensed Consolidated Financial Statements (unaudited)		8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		22
ITEM 4. CONTROLS AND PROCEDURES		22
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		23
ITEM 1A. RISK FACTORS		23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		23
ITEM 5. OTHER INFORMATION		23
ITEM 6. EXHIBITS		23
SIGNATURES		24
CERTIFICATIONS
EX-10.1: EMPLOYMENT AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

PART I- FINANCIAL INFORMATION

Item 1: Financial Statements

Javelin Pharmaceuticals, Inc. and Subsidiaries
(A Development Stage Enterprise)

Condensed Consolidated Balance Sheets


	(Unaudited)
	September 30,			December 31,
	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	27,428,215		$	9,273,479
Short term marketable securities available for sale		20,041,029			11,461,674
Grant receivable		—			113,645
Prepaid expenses and other current assets		522,044			245,593

Total current assets		47,991,288			21,094,391
Fixed assets, at cost, net of accumulated depreciation		301,553			237,163
Other assets		154,499			109,223

Total assets		48,447,340			21,440,777

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		5,353,976			3,151,379
Deferred lease liability		171,948			57,869

Total current liabilities		5,525,924			3,209,248

Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized as of September 30, 2007 and December 31, 2006, none of which are outstanding		—			—
Common stock, $0.001 par value; 200,000,000 shares authorized as of September 30, 2007 and December 31, 2006; 48,781,559 and 40,409,421 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively		48,781			40,409
Additional paid-in capital		143,661,842			97,634,546
Other comprehensive income (loss)		6,958			(5,117	)
Deficit accumulated during the development stage		(100,796,165	)		(79,438,309	)

Total stockholders’ equity		42,921,416			18,231,529

Total liabilities and stockholders’ equity	$	48,447,340		$	21,440,777

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Javelin Pharmaceuticals, Inc. and Subsidiaries
(A Development Stage Enterprise)

Condensed Consolidated Statements of Operations

(Unaudited)


													Cumulative
													from
													February 23,
													1998
	For the Three Months Ended						For the Nine Months Ended						(inception) to
	September 30,						September 30,						September 30,
	2007			2006			2007			2006			2007

Revenues:
Government grants and contracts	$	—		$	154,814		$	—		$	728,526		$	5,804,824
Operating expenses:
Research and development		5,383,688			3,693,787			13,354,130			8,031,320			70,571,843
Selling, general and administrative		3,486,724			2,484,139			9,283,866			6,482,175			39,014,459	(1)
Depreciation and amortization		25,537			16,783			69,119			41,042			247,732

Total operating expenses		8,895,949			6,194,709			22,707,115			14,554,537			109,834,034

Operating loss		(8,895,949	)		(6,039,895	)		(22,707,115	)		(13,826,011	)		(104,029,210	)

Other income (expense):
Interest income		675,050			342,271			1,349,958			972,921			3,572,718
Interest expense		—			—			(699	)		(47	)		(944,658	)
Other income		—			758			—			600,758			604,985

Total other income (expense)		675,050			343,029			1,349,259			1,573,632			3,233,045

Net loss		(8,220,899	)		(5,696,866	)		(21,357,856	)		(12,252,379	)		(100,796,165	)
Deemed dividend related to beneficial conversion feature of Series B redeemable convertible preferred stock		—			—			—			—			(3,559,305	)

Net loss attributable to common stockholders	$	(8,220,899	)	$	(5,696,866	)	$	(21,357,856	)	$	(12,252,379	)	$	(104,355,470	)

Net loss per share attributable to common stockholders:
Basic and diluted		($0.17	)		($0.14	)		($0.48	)		($0.30	)

Weighted average shares		48,423,815			40,179,868			44,384,795			40,178,587


(1)		Includes related party transactions of $1,075,182 cumulative from February 23, 1998 (inception) through December 31, 2002.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Javelin Pharmaceuticals, Inc. and Subsidiaries
(A Development Stage Enterprise)

Condensed Consolidated Statement of Stockholders’ Equity
For the Nine Months Ended September 30, 2007
(Unaudited)


										Deficit
							Accumulated			Accumulated
					Additional		Other			during the			Total
	Common Stock				Paid-in		Comprehensive			Development			Stockholders’
	Shares		Amount		Capital		Income (Loss)			Stage			Equity

Balance at December 31, 2006		40,409,421	$	40,409	$	97,634,546	$	(5,117	)		($79,438,309	)	$	18,231,529
Net loss for the period ending September 30, 2007											(21,357,856	)		(21,357,856	)
Unrealized gain on investments								12,075						12,075

Total comprehensive income (loss)														(21,345,781	)
Share based compensation expense						2,702,332								2,702,332
Exercise of stock options		436,281		436		1,046,875								1,047,311
Exercise of warrants and units		386,557		387		487,926								488,313
Sale of common stock under a public offering, net of costs of $3,498,087		7,549,300		7,549		41,790,163								41,797,712

Balance at September 30, 2007		48,781,559	$	48,781	$	143,661,842	$	6,958			($100,796,165	)	$	42,921,416

The accompanying notes are an integral part of the unaudited condensed financial statements.

Javelin Pharmaceuticals, Inc. and Subsidiaries
(A Development Stage Enterprise)

Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2007
(Unaudited)


							Cumulative from
	For the Nine Months Ended						February 23, 1998
	September 30,						(Inception) to
	2007			2006			September 30, 2007

Cash flows from operating activities:
Net Loss		($21,357,856	)		($12,252,379	)		($100,796,165	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		69,119			41,042			247,732
Stock based compensation expense		2,702,332			2,012,286			5,525,271
Amortization of premium/discount on marketable securities		(2,364	)		—			(38,538	)
Amortization of deferred financing costs		—			—			252,317
Amortization of original issue discount		—			—			101,564
Amortization of unearned compensation								345,672
Non-cash expense of issuance of Common Stock in connection with acquisition of a license		—			—			18,600,000
Non-cash expense recognized with issuance of Common Stock for license milestone		—			—			100,000
Non-cash expense recognized with issuance of Common Stock for liquidation damages		—			—			373,299
Amortization of discount on debenture		—			—			314,795
Warrants issued in consideration for services rendered		—			—			3,003,076
Non-cash expense contributed by affiliate		—			—			1,075,182
Changes in assets and liabilities:
(Increase) decrease in grant receivable		113,645			418,687			—
(Increase) decrease in prepaid expenses, other current assets and other assets		(321,726	)		33,888			(656,748	)
(Decrease) increase in accounts payable, accrued expenses and other liabilities		2,204,260			1,054,604			5,355,642
(Decrease) in deferred revenue		—			(19,522	)		—
Increase (decrease) in deferred lease liability		114,079			24,704			171,948
Increase in due to Licensor		—			—			500,000

Net cash used in operating activities		(16,478,511	)		(8,686,690	)		(65,524,953	)

Cash flows from investing activities:
Purchases of short-term investments		(43,824,915	)		(17,061,360	)		(67,075,532	)
Redemptions of short-term investments		35,260,000			7,708,865			47,080,000
Capital expenditures		(133,509	)		(117,330	)		(549,286	)

Net cash used in investing activities		(8,698,424	)		(9,469,825	)		(20,544,818	)

Cash flows from financing activities:
Proceeds from exercise of warrants		486,647			9,999			602,214
Proceeds from exercise of options		1,047,311			—			1,047,323
Proceeds from sale of Common Stock		45,295,800			—			95,392,074
Proceeds from sale of Preferred Stock		—			—			25,451,201
Costs associated with sale of Common Stock		(3,498,087	)		—			(7,576,722	)
Costs associated with sale of Preferred Stock		—			—			(1,764,385	)
Proceeds from notes payable		—			—			2,015,000
Proceeds from issuance of debenture		—			—			1,000,000
Repayment of debenture		—			—			(1,000,000	)
Costs associated with notes payable		—			—			(153,719	)


						Cumulative from
	For the Nine Months Ended					February 23, 1998
	September 30,					(Inception) to
	2007		2006			September 30, 2007

Repayment of notes payable		—		—			(1,515,000	)

Net cash provided by financing activities		43,331,671		9,999			113,497,986

Net increase (decrease) in cash and cash equivalents		18,154,736		(18,146,516	)		27,428,215
Cash and cash equivalents at beginning of period		9,273,479		33,307,449			—

Cash and cash equivalents at end of period	$	27,428,215	$	15,160,933		$	27,428,215

Supplemental disclosures:
Cash paid for interest	$	—	$	—		$	271,633

Supplemental disclosure of non-cash investing and financing activities:
Non-cash issuance of Common Stock	$	—	$	—		$	500,000

Options and warrants issued for services and financings	$	—	$	—		$	1,222,574

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

JAVELIN PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business

Javelin Pharmaceuticals, Inc., along with its wholly owned subsidiaries Javelin Pharmaceuticals UK Limited, Javelin Pharmaceuticals Gmbh, and Innovative Drug Delivery Systems, Inc. (collectively, “we,” “us,” the “Company” or “Javelin”), is a development stage enterprise engaged in the research, development and commercialization of innovative treatments for the relief of moderate to severe pain. We conduct operations in a single segment. Substantially all of our operations are within the United States of America, but we have established branch offices in the United Kingdom and Germany through which we will conduct certain activities in the future.

In addition to the normal risks associated with a new business venture, there can be no assurance that our research and development will be successfully completed or that any approved product will be commercially viable. In addition, we operate in an environment of rapid change in technology, are dependent upon raising capital to fund operations, and are dependent upon the services of our employees, collaborators and consultants.

2. Summary of Significant Accounting Policies

Basis of Preparation

The condensed consolidated financial statements include the accounts of Javelin Pharmaceuticals, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of our financial position, results of operations and cash flows.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes included in our Annual Report on Form 10-K for the year ended December 31, 2006. Our accounting policies are described in the Notes to the Consolidated Financial Statements in our 2006 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q.

The consolidated balance sheet as of December 31, 2006 was derived from the audited financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.

The financial statements have been prepared on a going-concern basis, which assumes realization of all assets and settlement or payment of all liabilities in the ordinary course of business. We have limited capital resources, net operating losses and negative cash flows from operations since inception and expect these conditions to continue for the foreseeable future. It is anticipated that we will generate revenues from product sales in 2008 in the United Kingdom and potentially Germany. The extent of the anticipated product sales is dependent upon many factors, including market acceptance of our product. Although we believe that our existing cash resources will be sufficient to support the current operating plan at least through September 30, 2008, we will need additional financing to support our operating plan thereafter or we will need to modify our operating plan accordingly. Our operating plan will also be affected by the acceptance of our product into the marketplace, the pricing of our product under the formulary process, and the timing and extent of our expenses associated with our operations. In addition, we have the limited ability to reduce discretionary spending to preserve cash. We may seek to raise additional funds through the private and/or public sale of our equity securities. We may also seek to raise capital through collaborative arrangements with corporate sources or other sources of financing. There can be no assurance that such additional financing, if at all available, can be obtained on terms reasonable to us. In the event that sufficient funds are not available, we will need to postpone or discontinue planned operations and projects. Our continuance as a going concern is dependent upon, among other things, our ability to obtain adequate long-term financing, the success of our research and development program and our attainment of profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Research and Development Costs

We expense all research and development costs as incurred for which there is no alternative future use. Such expenses include licensing and upfront fees paid in connection with collaborative agreements, as well as expenses incurred in performing research and development activities including salaries and benefits, clinical trial and related clinical manufacturing expenses, share-based compensation expenses, contract services and other outside expenses. For the three and nine months ended September 30, 2006, research and development expenses that were incurred and reimbursed under our U.S. Department of Defense (“DOD”) grants and contracts were $154,814 and $728,526, respectively. As of December 31, 2006, we had no additional funds available for reimbursement from the DOD grant.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates relate to the valuation of equity instruments issued for services rendered, recoverability of fixed assets and deferred taxes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and early application is allowed under certain circumstances. We have not yet determined the impact this statement will have on our financial position.

3. Income Taxes

We account for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). SFAS No. 109 requires that we recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. SFAS No. 109 also requires that the deferred tax assets be reduced by a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. In connection with preparing our 2006 tax return, we adjusted the carrying values of our deferred tax assets, with a corresponding adjustment to the valuation allowance. These adjustments had no effect on our results of operations or our financial position.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires an entity to recognize the impact of a tax position in its financial statements if that position is more likely than not to be sustained on audit based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of fiscal year 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We have evaluated our tax positions related to our deferred tax assets and their valuation allowances as of January 1, 2007, the effective date of FIN 48. As a result of our evaluation, we believe that our income tax filing positions and deductions would be sustained on audit and do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to FIN 48. In addition, we did not record a cumulative effect adjustment related to the adoption of FIN 48. As of the date of these condensed consolidated financial statements, the tax years 2005, 2004 and 2003 are open to the possibility of examination by federal, state, or local taxing authorities.

Our policy is to recognize interest related to income tax matters to interest expense and penalties related to income tax matters to other expense. We had no amounts accrued for interest or penalties as of September 30, 2007.

4. Stockholders’ Equity

Public offering of common stock

In May 2007, we sold 7,549,300 shares of common stock, which consisted of 7,100,000 shares in an underwritten public offering at a price to the public of $6.00 per share, and 449,300 shares purchased by our underwriters.

Net proceeds from the sale of the common stock under the offering were approximately $41.8 million, net of approximately $2.9 million for underwriting fees and $0.6 million of additional offering costs. We anticipate using the net proceeds from the sale of the common stock offered to fund clinical research and development programs, the commercialization and manufacturing of our product candidates, and for other general corporate purposes. As of the date of this filing, the amount remaining available under a shelf registration statement that was filed on February 6, 2007 with the Securities and Exchange Commission (the “SEC) was approximately $4.7 million.

Warrants and Units

During the nine months ended September 30, 2007, warrants to purchase up to 356,836 shares of our Common Stock were exercised, partially on a cashless basis, as a result of which we received proceeds of approximately $481,000 and issued 287,406 shares of common stock.

In the nine months ended September 30, 2007, 15.73 options to purchase Finders’ Units comprised of shares of our Common Stock and Common Stock purchase warrants were exercised (including exercise of the warrants) on a cashless basis for which we received no proceeds and issued 99,151 shares of common stock. At September 30, 2007, there are no Finders’ Units outstanding. The Finders’ Units expired on September 26, 2007 and 0.10 Finders’ Unit expired unexercised.

Comprehensive Loss

Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”, established standards for reporting and display of comprehensive loss and its components in the financial statements. For the nine months ended September 30, 2007, our comprehensive loss was $21.3 million, which consisted of our net loss and $12,075 change in unrealized gain on marketable securities. For the nine months ended September 30, 2006, our comprehensive loss was $12.3 million, which consisted of our net loss and $6,324 change in unrealized gain on marketable securities.

5. Share Based Compensation

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004) — Share-Based Payment, or SFAS 123(R). This Statement requires compensation cost relating to share-based payment transactions to be recognized in the financial statements using a fair-value measurement method. Under the fair value method, the estimated fair value of an award is charged against income on a straight-line basis over the requisite service period, which is generally the vesting period. We selected the modified prospective adoption method as prescribed in SFAS 123(R). Under the modified prospective application, this Statement was applied to new awards granted in 2006, as well as to the unvested portion of previously granted stock option awards for which the requisite service had not been rendered as of January 1, 2006.

Stock Incentive Plan

As of September 30, 2007, options for the purchase of an aggregate of 6,027,495 shares of Common Stock have been granted and are outstanding under the Javelin 2005 Omnibus Stock Incentive Plan (the “2005 Plan”). On June 26, 2007, shareholders voted to increase the number of shares available under the 2005 Plan from 7,500,000 shares of Common Stock to 9,000,000 shares of Common Stock. As a result, the number of options remaining to be granted under the 2005 Plan totals 2,613,839. In addition, as of September 30, 2007, we had outstanding 1,106,444 options which were granted outside of the 2005 Plan. All outstanding options are similar in nature.

In the three months ended September 30, 2007, we granted a total of 155,000 stock options with exercise prices ranging from $4.26 to $5.88 per share, with a weighted average exercise price of $5.37, which primarily vest over three years. In the nine months ended

September 30, 2007, we granted a total of 1,266,352 stock options with exercise prices ranging from $4.26 to $7.09 per share, with a weighted average exercise price of $5.35, which primarily vest over three years. The deemed per share weighted average fair value of our Common Stock at the time of the stock option grant for the three and nine months ended September 30, 2007 was $3.60 and $3.59, respectively, based upon the quoted market closing price on the date of the grant using the Black-Scholes method. During the three and nine month periods ended September 30, 2007, there were 209,667 and 254,667 unvested options, respectively, forfeited due to terminations of employment.

At September 30, 2007, the aggregate intrinsic values of the options outstanding and exercisable were approximately $9.9 million and $8.4 million, respectively. The weighted average remaining contractual lives of the options outstanding and exercisable were approximately 7.2 years and 6.3 years, respectively. We have not capitalized any compensation cost or recorded significant stock based compensation charges related to the modification of any stock option grants for the three and nine months ended September 30, 2007. For the three and nine months ended September 30, 2006, stock based compensation included charges of $343,085 related to the modification of stock option grants to two former employees. There were 25,000 and 358,667 stock options exercised in the 2005 plan during the three and nine months ended September 30, 2007, for which we received proceeds of $49,000 and $746,945, respectively. No options were exercised during the nine months ended September 30, 2006 and no cash was used to settle equity instruments granted under the Plans.

We recorded share-based compensation for the three and nine months ended September 30, 2007 and 2006 as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006

Research and development	$	308,808	$	207,158	$	883,084	$	732,245
Selling, general and administrative		604,575		463,980		1,819,248		1,280,041

Total impact on results of operations		913,383		671,138		2,702,332		2,012,286

Per share impact on results of operations	$	0.02	$	0.02	$	0.06	$	0.05

The fair values of the stock option grants were estimated on the dates of grant using the Black-Scholes option valuation model that uses the following weighted-average assumptions:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

Expected volatility		80	%		80	%		80	%		80	%
Expected life	5.0		years	5.0		years	5.0		years	5.0		years
Dividend yield		0	%		0	%		0	%		0	%
Risk free interest rate		4.4	%		5.0	%		4.6	%		4.9	%
Weighted average per share grant date fair value	$	3.60		$	2.24		$	3.59		$	2.52

Expected volatility is based upon implied volatility for our common stock and other factors. The expected term of stock options granted is derived from using the assumed exercise rates based on historical exercise patterns, and represents the period of time that options granted are expected to be outstanding. The risk free interest rate used is based upon the published U.S. Treasury yield curve in effect at the time of grant for instruments with a similar life. The dividend yield is based upon the fact that we have not historically granted dividends, and do not expect to in the future. Stock options granted prior to January 1, 2006 were valued based on the grant date fair value of those awards, using the Black-Scholes option pricing model, as previously calculated for pro-forma disclosures under SFAS 123 — Accounting for Stock-based Compensation.

The following table summarizes non-plan stock option information as of September 30, 2007:

Options Outstanding

Options Exercisable

Weighted

Average

Exercise

Number

Contractual

Exercise

Number

Exercise

Price

Outstanding

Life

Price

Vested

Price

3.87

1,106,444

3.06

3.87

1,106,444

3.87

In September 2007, there were 77,614 non-plan stock options exercised for which we received gross proceeds of $300,366. There were no other transactions involving non-plan stock options during the three and nine months ended September 30, 2007.

Transactions involving options granted under the 2005 Plan during the nine months ended September 30, 2007 are summarized as follows:


	Number			Weighted Average		Number		Weighted Average
	of Shares			Exercise Price		Exercisable		Exercise Price

Balance outstanding, January 1, 2007		5,374,477		$	2.88		2,915,632	$	2.54
Granted during the period		1,266,352		$	5.37		—		—
Exercised during the period		(358,667	)	$	2.08		—		—
Forfeited during the period		(254,667	)	$	4.45		—		—
Expired during the period		—			—		—		—

Balance outstanding, September 30, 2007		6,027,495		$	3.38		3,696,184	$	2.74

As of September 30, 2007, the total compensation cost related to unvested option awards not yet recognized amounted to $5.5 million which will be recognized over a weighted average number of 2.0 years.

6. Net Loss Per Share

We prepare our per share data in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (“SFAS No. 128”). Basic net loss per share is computed on the basis of net loss for the period divided by the weighted average number of shares of common stock outstanding during the period. Since we have incurred net losses since inception, diluted net loss per share does not include the number of shares issuable upon exercise of outstanding options and warrants and the conversion of preferred stock since such inclusion would be anti-dilutive. In addition, for all periods presented, 227,040 shares of Common Stock were held in escrow and have been excluded from the calculation of basic and diluted per share amounts.

The calculation of basic and diluted net loss per share is as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

Numerator:
Net loss, basic and diluted		($8,220,899	)		($5,696,866	)		($21,357,856	)		($12,252,379	)
Denominator:
Weighted average common shares		48,423,815			40,179,868			44,384,795			40,178,587

Net loss per share, basic and diluted		($0.17	)		($0.14	)		($0.48	)		($0.30	)

Potentially dilutive common stock which has been excluded from diluted per share amounts because their effect would have been anti-dilutive includes the following:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2007				2006				2007				2006
			Weighted				Weighted				Weighted				Weighted
	Weighted		Average		Weighted		Average		Weighted		Average		Weighted		Average
	Average		Exercise		Average		Exercise		Average		Exercise		Average		Exercise
	Number		Price		Number		Price		Number		Price		Number		Price

Options		7,556,449	$	3.47		6,525,077	$	3.06		7,706,304	$	3.39		5,917,179	$	3.00
Warrants		2,460,305	$	2.65		2,830,376	$	2.62		2,600,376	$	2.64		2,829,095	$	2.62

Total		10,016,754				9,355,453				10,306,680				8,746,274

7. Commitments and Contingencies

a. Operating Leases

We recognize rental expense for leases on the straight-line basis over the life of the lease.

On May 1, 2005, we entered into a lease for office space in Cambridge, Massachusetts, which lease was amended effective June 1, 2006. Prior to the amendment, minimum rent for the lease was payable in equal monthly installments of $6,810 over the lease term. As a result of the amendment, we assumed additional office space in our Cambridge facility, the lease term was extended to May 31, 2012, and the minimum monthly rent for the lease was increased to $15,450 for the first twelve months, with rent escalations every twelve months thereafter. In August 2007, we further amended the lease for our Cambridge facility. As a result of the amendment, we assumed additional office space effective September 1, 2007, and will assume more space effective January 1, 2008. Minimum monthly rent for the additional space occupied in September is $31,493 through August 31, 2008, with rent escalations every twelve months thereafter. Minimum rent for the space to be occupied in January 2008 is $4,462 through August 31, 2008, with rent escalations every twelve months thereafter. The lease term for all our office space in Cambridge is through May 31, 2012 At September 30, 2007, our security deposit related to the lease was $133,570.

In August 2006, we entered into a new lease for office space in Lake Success, New York with a three-year extendable term, which commenced on October 1, 2006. Minimum rent for the lease is initially $57,477 per annum, with an annual 3.5% rent escalation. In addition, upon execution of the lease, we paid a security deposit of $9,580.

We also lease small office spaces in the United Kingdom and Germany, each of which has terms of one year or less. At September 30, 2007, our security deposit related to the leases totaled approximately $11,300.

For the three months ended September 30, 2007 and 2006, we recognized rent expense of $127,033 and $102,134, respectively. For the nine months ended September 30, 2007 and 2006, we recognized rent expense of $303,214 and $222,117, respectively. A deferred lease liability of $171,948, and $57,869 at September 30, 2007 and 2006, respectively, was recorded for rent expense in excess of amounts paid; the amount of additional rent paid was immaterial.

b. Legal Proceedings

From time to time, we are involved in disputes or legal proceedings arising in the ordinary course of business. However, we do not believe that any such current disputes or pending proceedings will have a material adverse effect on our financial position, results of operations or cash flows.

c. Research Collaboration, Licensing and Consulting Agreements

In connection with our research and development efforts, we have entered into various arrangements which provide us with rights to develop, produce and market products using certain know-how, technology and patent rights maintained by the parties. Terms of the various license agreements may require us to make milestone payments upon the achievement of certain product development objectives and pay royalties on future sales, if any, of commercial products resulting from the collaboration.

8. Related Party Transactions

In April 2007, we entered into an agreement with a director of Javelin to provide advisory services at the request of senior management. The arrangement provides that in no event will compensation to the director exceed $60,000 in 2007. Through September 30, 2007, we have incurred approximately $4,000 for advisory services under the agreement.

9. Javelin Pharmaceuticals, Inc. 401(k) Plan and Employee Stock Purchase Plan

Effective January 1, 2007, we provided a 401(k) Plan available to all of our U.S. employees. Participants may make voluntary contributions. We currently do not make matching contributions, but may consider doing so at some point in the future, according to the 401(k) Plan’s matching formula.

On June 26, 2007, shareholders approved Javelin’s 2007 Employee Stock Purchase Plan (the “Stock Purchase Plan”), which permits employees to purchase shares at a discount through payroll deductions, subject to certain eligibility requirements. The amount of shares of Common Stock that may be sold pursuant to the Stock Purchase Plan shall not exceed, in the aggregate, 100,000 shares. The Plan shall be implemented by a series of Offering Periods of six (6) months’ duration, with new Offering Periods commencing on or about February 1 and August 1 of each year (or at such other time or times as may be determined by the Board of Directors). The first Offering Period shall commence on February 1, 2008 and continue until July 31, 2008. The Stock Purchase Plan is classified under SFAS 123(R) as a “compensatory” plan because participants have the right to purchase Common Stock at less than 95% of the fair market value on the Grant Date and because the Stock Purchase Plan allows for a “look-back” to allow participants to purchase stock based upon the fair market value on the Grant Date as opposed to the Purchase Date. Under SFAS 123(R), we must record a charge to earnings equal to the fair value of the right to purchase Common Stock under the Stock Purchase Plan determined as of the Grant Date.

10. Subsequent Event

On October 31, 2007, we received marketing authorization approval in the United Kingdom for Dyloject^®, our proprietary injectable formulation of diclofenac sodium (75 mg/2 ml). Commercial introduction of the product will occur upon finalization of a National Health Service (NHS) list price and inclusion in local hospital formularies.

Item 2: Management’s Discussion and Analysis of Financial Conditions and Results of Operations

This discussion and analysis should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2006 included in the 2006 Form 10-K and the condensed consolidated unaudited financial statements as of September 30, 2007. Operating results are not necessarily indicative of results that may occur in future periods.

Forward Looking Statements

We are including the following cautionary statement in this Quarterly Report on Form 10-Q to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by or on our behalf. Forward looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and accordingly involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in good faith forward-looking statements. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. Any forward-looking statement contained in this document speaks only as of the date on which the statement is made. We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that in our view could cause actual results to differ materially from those discussed in the forward-looking statements: the carrying-out of our research and development program for our product candidates, including demonstrating their safety and efficacy at each stage of testing; the timely obtaining of regulatory approvals and patents; the commercialization of our product candidates, at reasonable costs; the ability of our suppliers to continue to provide sufficient supply of products; the ability to compete against products intended for similar use by recognized and well capitalized pharmaceutical companies; our ability to raise capital when needed, and without adverse and highly dilutive consequences to stockholders; and our ability to retain management and obtain additional employees as required. We are also subject to numerous risks relating to our product candidates, manufacturing, regulatory, financial resources, competition and personnel as set forth in the section “Risk Factors” in this report. Except to the extent required by applicable laws or rules, we disclaim any obligations to update any forward looking statements to reflect events or circumstances after the date hereof.

Overview

We are a specialty pharmaceutical company that applies proprietary technologies to develop new products and improved formulations of existing drugs that target current unmet and underserved medical needs primarily in the pain management market. Our product candidates are designed to offer enhanced pain relief, fewer adverse side effects and faster relief of pain compared to other currently available treatments. We have three late stage product candidates in clinical development: Dyloject™ (diclofenac sodium injectable), PMI-150 (intranasal ketamine) and Rylomine™ (intranasal morphine). On October 31, 2007, we received marketing authorization approval in the United Kingdom for Dyloject^®, our proprietary injectable formulation of diclofenac sodium (75 mg/2 ml). Commercial introduction of the product will occur upon finalization of a National Health Service (NHS) list price and inclusion in local hospital formularies.

We have devoted substantially all of our resources since we began our operations in February 1998 to the development of proprietary pharmaceutical products for the treatment of pain. We have not generated any revenues from product sales. Since our inception, we have incurred an accumulated net loss attributable to our common stockholders of approximately $100.8 million through September 30, 2007, excluding approximately $3.6 million of a deemed dividend; although $18.6 million of this amount was related to a non-cash charge we incurred for the issuance of common stock in connection with the acquisition of a license. These losses have resulted principally from costs incurred in research and development activities, including acquisition of technology rights, general and administrative expenses, and most recently, sales and marketing expenses. Research and development activities include salaries, benefits and stock based compensation for our research, development and manufacturing employees, costs associated with nonclinical and clinical trials, process development and improvement, and clinical and commercial scale manufacturing. Selling, general and administrative related costs include salaries, benefits and stock based compensation for employees, temporary and consulting expenses, and costs associated with our pre-launch selling and marketing activities in the United Kingdom. On September 7, 2005, we

completed a merger with Intrac, Inc. (“Intrac”), a Nevada corporation, for the purpose of migrating the Intrac corporate entity to Delaware, at which time Javelin Pharmaceuticals, Inc. (“Javelin”) continued the business conducted by Intrac. Javelin was incorporated in July 2005 in the State of Delaware by Intrac.

On December 6, 2004, we completed a reverse merger transaction with Innovative Drug Delivery Systems, Inc. (“IDDS”), whereby Intrac Merger Sub, Inc., a newly-formed wholly-owned subsidiary of Intrac merged with and into IDDS, with IDDS as the surviving corporation and a wholly-owned subsidiary of Intrac. In consideration for their shares of IDDS, the former stockholders of IDDS received approximately 95.5% of the outstanding common stock of Intrac. Following the merger, the executive officers and directors of IDDS became the executive officers and directors of Intrac. For accounting purposes, the merger was treated as a reverse acquisition with IDDS as the acquiror and Intrac as the acquired party. Therefore, when we refer to our business and financial information relating to periods prior to the merger, we are referring to the business and financial information of IDDS. The merger did not have any significant effects on our assets or liabilities or on our results of operations subsequent to the date of the merger.

Since our inception, we have incurred approximately $70.6 million of research and development costs. The major research projects undertaken by us include the development of Dyloject™, PMI-150 and Rylomine™. Total research and development costs incurred to date for each of these products were approximately $16.8 million, $15.5 million and $18.1 million, respectively. In addition, we incurred approximately $1.6 million of research and development costs since inception that do not relate to our major research projects, and we incurred a charge of approximately $18.6 million related to the merger of IDDS with Pain Management, Inc. and the related acquisition of a licensing agreement in 1998.

For various reasons, many of which are outside our control, including timing and results of our clinical trials, obtaining regulatory approval and our dependence on third parties, we cannot estimate the total remaining costs to be incurred to commercialize our products, nor is it possible to estimate when, if ever, any of our products will be approved by regulatory agencies for commercial sale. In addition, we may experience adverse results in the development of our products, which could result in significant delays in obtaining approval to sell our products, additional costs to be incurred to obtain regulatory approval or failure to obtain regulatory approval. If any of our product candidates were to experience setbacks, it would have a material adverse effect on our financial position and operating results. Even if we successfully complete development and obtain regulatory approval of one or more of our products, failure of physicians and patients to accept our products as a safe, cost-effective alternative compared to existing products would have a material adverse effect on our business.

Our financial statements have been prepared on a going-concern basis, which assumes realization of assets and settlement of liabilities in the ordinary course of business. We have limited capital resources, significant net operating losses and negative cash flows from operations since inception and expect these conditions to continue for the foreseeable future. It is anticipated that we will generate revenues from product sales in 2008 in the United Kingdom and potentially Germany. The extent of the anticipated product sales is dependent upon many factors, including market acceptance of our product. Although we believe that our existing cash resources will be sufficient to support the current operating plan at least through September 30, 2008, we will need additional financing to support our operating plan thereafter or we will need to modify our operating plan accordingly. Our operating plan will also be affected by the acceptance of our product into the marketplace, the pricing of our product under the formulary process, and the timing and extent of our expenses associated with our operations. We may raise additional funds through the private and/or public sale of our equity securities. We may also seek to raise capital through collaborative arrangements with corporate sources or other sources of financing. There can be no assurance that such additional financing, if at all available, can be obtained on terms reasonable to us. If sufficient funds are not available, we will need to postpone or discontinue future planned operations and projects.

Results of Operations

Three and Nine Months Ended September 30, 2007 and 2006

Revenues. With the exception of revenues derived from government grants and contracts, we have generated no operating revenues since our inception and do not expect significant operating revenues for the foreseeable future. In October 2000, we received a grant of $1.2 million from the U.S. Department of Defense (the “DOD”). In May 2003, the DOD extended funding of the development of PMI-150 by awarding us a $4.3 million contract. The DOD reimbursed us for certain research and development costs related to the PMI-150 development program, which can fluctuate from period to period.

For the three and nine months ended September 30, 2006, the DOD contract was the sole source of contract and grant revenue. The DOD contract was billed monthly as costs are incurred. As of December 31, 2006, we had no additional funds available for reimbursement from the DOD grant. Additionally, we do not expect to generate significant revenue from sales of product in 2007.

Research and Development Expenses. Research and development expenses consist primarily of salaries, stock based compensation and related expenses for personnel, materials and supplies used to develop and manufacture our product candidates. Other research and development expenses include compensation paid to consultants and outside service providers to run the clinical trials. We expense research and development costs as incurred. We expect that we will continue to incur significant research and development expenses in the future as our three product candidates proceed with pivotal clinical trials and progress through the later stages of product development towards commercialization. Research and development expenses may fluctuate from period to period due to the timing and nature of clinical trial expenditures and regulatory filings.

Research and development expenses increased from approximately $3.7 million for the three months ended September 30, 2006 to $5.4 million for the three months ended September 30, 2007. Research and development expenses increased from approximately $8.0 million for the nine months ended September 30, 2006 to approximately $13.4 million for the nine months ended September 30, 2007. The increase in research and development expenses for both the three and nine months ended September 30, 2007 over the comparable periods of 2006 resulted primarily from increased clinical trial expenses and increased headcount and personnel costs associated with the advancement of each of our three product candidate development programs.

For the three and nine months ended September 30, 2007, research and development salaries, temporary labor, and benefits increased by approximately $0.5 million and $1.2 million, respectively, as compared to the same periods of the prior year. The increase was due primarily to the addition of full time personnel and increased stock based compensation expenses and benefits compared to the same period of 2006. Expenses associated with clinical trials, including lab fees, increased by approximately $0.4 million and $3.3 million for the three and nine months ended September 30, 2007, respectively, compared to the same periods of 2006. The increase in these expenses for the three and nine months ended September 30, 2007 relates primarily to increased activity in our Phase III clinical study for Dyloject in the U.S. throughout 2007, wind-down costs for our first Phase III Rylomine study in the U.S., and activity for our multiple pharmacokinetic studies for each of our products all of which began in 2007. This compares to fewer clinical trials during the three and nine months ended September 30, 2006, which primarily consisted of our Phase III Rylomine study and costs for the first Phase III Dyloject study. For the three and nine months ended September 30, 2007, expenses associated with manufacturing and process development increased by approximately $0.8 million and $1.1 million, respectively, compared to the same periods of the prior year, in preparation for additional pharmacokinetic studies for PMI-150, Dyloject and Rylomine in 2007, as well as manufacturing related costs as we anticipate commercialization of Dyloject. Furthermore, as a result of the amendment of our license agreement with Shimoda Biotech, Ltd. in May 2006, we incurred and made a milestone payment of $300,000, which is included in research and development expenses for the nine months ended September 30, 2006.

We expect our research and development expenses to continue to increase in the next few years as we expand our development efforts and our drug candidates continue on or enter into the pivotal Phase III clinical program and file for regulatory approvals. The increase may fluctuate from period to period due to the time and nature of clinical trial expenditures and regulatory filings.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of salaries, stock based compensation and other related costs for personnel in executive, finance, accounting, information technology and human resource functions. Other costs include sales and marketing costs in preparation of the anticipated launch of Dyloject in the UK, facility costs and professional fees for legal and accounting services.

Selling, general and administrative expenses increased from approximately $2.5 million for the three months ended September 30, 2006 to $3.5 million for the three months ended September 30, 2007. Selling, general and administrative expenses increased from approximately $6.5 million for the nine months ended September 30, 2006 to $9.3 million for the nine months ended September 30, 2007. The increase in selling, general and administrative expenses for both the three and nine months ended September 30, 2007 over the comparable periods of 2006 resulted primarily from increased headcount and personnel costs as we expand and improve our administrative infrastructure and as a result of increased promotional and marketing costs associated with the anticipated launch of Dyloject in the UK.

For the three and nine months ended September 30, 2007, salary, stock based compensation and benefits expense increased by approximately $0.6 million and $1.8 million, respectively, over the same periods of 2006. The increase was due primarily to the

addition of full time personnel and increased stock based compensation expenses and benefits compared to the same period of 2006. For the three and nine months ended September 30, 2007, sales and marketing costs increased by approximately $0.3 million and $0.9 million, respectively, compared to 2006, due to increased headcount, promotional, market research, and market education costs as we anticipate the commercial launch of Dyloject in the UK, as well as costs related to hiring a contract sales force in preparation for the launch of Dyloject in the UK.

We expect selling, general and administrative expenses to increase further primarily as a result of increased recruitment and personnel costs, and the increase in costs associated with potential future commercialization of our products, and as we continue to expand and improve our administrative infrastructure.

Interest Income. Interest income consists of interest earned on our cash, cash equivalents and short term marketable securities available for sale. Interest income increased from approximately $0.3 million for the three months ended September 30, 2006 to approximately $0.7 million for the three months ended September 30, 2007. Interest income increased from approximately $1.0 million for the nine months ended September 30, 2006 to approximately $1.3 million for the nine months ended September 30, 2007. The increase for both periods were due to higher average invested balances of cash, cash equivalents and short term investments in 2007 as a result of the financing in May 2007.

Other Income. In February 2006, we settled litigation with West Pharmaceutical Services, Inc. (“West”) regarding West’s assignment of certain license agreements to Archimedes Pharma Limited (“Archimedes”) as part of the sale of West’s Drug Delivery business to Archimedes. Under the terms of the settlement, on March 1, 2006 West paid us approximately $600,000 to resolve all claims, and the parties exchanged mutual releases. The amount received from West in 2006 is included in other income for the nine months ended September 30, 2006.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through the public sale and private placement of our equity securities, debt financings and grant revenue primarily from the DOD. We may raise additional funds through the private and/or public sale of our equity securities. We may also seek to raise capital through collaborative arrangements with corporate sources or other sources of financing. We intend to continue to use the proceeds from these sources to fund ongoing research and development activities, activities related to potential future commercialization, capital expenditures, working capital requirements and other general purposes. As of September 30, 2007, we had cash, cash equivalents and short term investments of approximately $47.5 million, compared to $20.7 million as of December 31, 2006.

On February 6, 2007 we filed a shelf registration statement with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on February 12, 2007, pursuant to which we sold in May 2007 an aggregate of 7,549,300 shares of common stock, which consisted of 7,100,000 shares in an underwritten public offering at a price to the public of $6.00 per share, and 449,300 shares purchased by our underwriters at a price of $6.00 per share. Net proceeds from the sale of the common stock under the offering were approximately $41.8 million, net of approximately $2.9 million for underwriting fees and $0.6 million of additional offering expenses. We anticipate using the net proceeds from the sale of the common stock offered to fund clinical research and development programs, the commercialization and manufacturing of our product candidates, and for other general corporate purposes. As of the date of this filing, the amount remaining available under this shelf registration statement was approximately $4.7 million.

Although we believe that our existing cash resources will be sufficient to support the current operating plan at least through September 30, 2008, we will need additional financing to support our operating plan thereafter or we will need to modify our operating plan accordingly. Our operating plan will also be affected by the acceptance of our product into the marketplace, the pricing of our product under the formulary process, and the timing and extent of our expenses associated with our operations. We may raise additional funds through the private and/or public sale of our equity securities. We may need to raise additional funds to meet long-term planned goals. There can be no assurance that additional financing, if at all available, can be obtained on terms acceptable to us. If we are unable to obtain such additional financing, future operations will need to be scaled back or discontinued.

As a development stage enterprise, our primary efforts, to date, have been devoted to conducting research and development, raising capital, forming collaborations and recruiting staff. We have limited capital resources and revenues, have experienced a $104.4 million net loss attributable to our common stockholders and have had negative cash flows from operations since inception. These losses have resulted principally from costs incurred in research and development activities, including acquisition of technology rights,

increasing costs related to potential future commercialization of our product candidates, and selling, general and administrative expenses. As of September 30, 2007, we have paid an aggregate of $5.6 million and $2.2 million in cash since inception to West Pharmaceutical Services, Inc. and Shimoda Biotech (Proprietary) Ltd., respectively, pursuant to license agreements that we have entered into with these entities. We expect to incur additional operating losses until such time as we generate sufficient revenue to offset expenses, and we may never achieve profitable operations.

We expect that our cash requirements for operating activities will increase due to the following future activities:

	•		Conduct commercialization activities in support of Dyloject™ product launch including pre-launch planning, development of market plans, pricing and reimbursement application, development of regional sales and marketing capabilities;

	•		Conduct remaining nonclinical programs, including carcinogenicity studies to support both PMI-150 and Rylomine™ regulatory submission and label extensions;

	•		Conduct clinical programs, including Phase III clinical trials to support regulatory submissions and label extensions of our product candidates;

	•		Continue to support Good Manufacturing Practices (“GMP”) drug supply requirements of our nonclinical and clinical trials; complete formal stability testing, analytical development, methods development, specification development and commercial scale-up;

	•		Maintain, protect and expand our intellectual property;

	•		Develop expanded internal infrastructure; and

	•		Hire additional personnel.

Cash used in operating activities

From inception through September 30, 2007, net cash used in operating activities was approximately $65.5 million. Net cash used in operating activities increased to approximately $16.5 million for the nine months ended September 30, 2007 from approximately $8.7 million for the nine months ended September 30, 2006.

Net cash used in operating activities for the nine months ended September 30, 2007 consists primarily of our net loss of $21.4 million. The increase in net cash used in operating activities was due primarily to higher cash outflows associated with an increase in selling, general and administrative expenses and research and development activity in the first nine months of 2007. Significant increases were directly related to salaries, benefits and infrastructure costs related to the addition of several new personnel, advancing our research and development clinical trials for each of our product candidates, and increased pre-launch planning and development costs as we approach potential commercialization of Dyloject. Operating cash flows differ from net income as a result of non-cash charges or changes in working capital, primarily our non-cash stock based compensation expenses of approximately $2.7 million, compared to $2.0 million in 2006. Also in the first nine months of 2007, our outstanding payables increased by approximately $2.2 million, our prepaid expenses, other current assets and other assets increased $0.3 million, deferred lease liability increased $0.1 million and our outstanding receivable from the DOD decreased by approximately $0.1 million.

Cash used in investing activities

From inception through September 30, 2007, net cash used in investing activities was approximately $20.5 million, primarily related to the net purchases of short term marketable securities available for sale. For the nine months ended September 30, 2007, gross purchases were approximately $43.8 million, while gross proceeds from sales and maturities were approximately $35.3 million. From inception to September 30, 2007, capital expenditures have not been material resulting from our use of contract manufacturing facilities. We expect that cash used for investing activities in 2007 will fluctuate based on future financing and the need to utilize our current investments for operations or capital improvements.

Cash provided by financing activities

From inception through September 30, 2007, net cash provided by financing activities was approximately $113.5 million. As discussed above, in May 2007 we raised approximately $45.3 million form the public offering of our common stock. Net proceeds from the sale were approximately $41.8 million, as we incurred approximately $3.5 million of costs for underwriting, legal, accounting and other costs related to the offering. Additionally, for the nine months ended September 30, 2007, net cash from financing activities included proceeds of approximately $0.5 million and $1.0 million from the exercise of warrants and stock options, respectively, during the period. We expect that cash provided by financing activities will fluctuate based on our ability to raise additional funds through the private and/or public sale of our equity securities, and the future volume of warrants and stock options exercised.

Commitments

In February 2007, we entered into a Commercial Supply Agreement (the “Supply Agreement”) with Precision Pharma Services, Inc. (“Precision”). The initial term of the Supply Agreement is two years, and it is renewable in one-year increments. Under the Supply Agreement, Precision agreed to manufacture our requirements for the supply of Dyloject™, in accordance with U.S. and EU good manufacturing practices. We committed to purchase at least $7,650,000 worth of product during the two year period beginning on April 1, 2007. Either party may terminate the Supply Agreement upon written notice if the other party is in material breach of any provision thereof, subject to applicable thirty (30) or ninety (90) day cure periods. Either party may also terminate the Supply Agreement upon sixty (60) days’ prior written notice upon the occurrence of certain events involving the bankruptcy or insolvency of the other party, and the Supply Agreement shall automatically terminate upon the occurrence of certain events specified therein. Moreover, we may elect to terminate the Supply Agreement if Precision fails to meet its performance obligations regarding the manufacture of Dyloject™ in accordance with good manufacturing practices, and under certain other conditions.

In May 2007, we entered into a Development and Toll Manufacturing Agreement (the “Manufacturing Agreement”) with Baxter Healthcare Corporation (“Baxter”). The agreement is for U.S. drug supply and has a three year term, renewable thereafter in one-year increments. Under the Manufacturing Agreement, we committed to purchase at least $13,230,000 worth of Dyloject™ product manufactured to our specifications, commencing upon regulatory approval from the U.S. Food and Drug Administration (“FDA”). As is customary in such agreements, either party may terminate upon written notice upon the occurrence of certain events, including breach, bankruptcy, insolvency or, subject to certain cure provisions and restrictions, including the lack of FDA approval for Dyloject by a specified date.

The following table summarizes our commitments as of September 30, 2007:


	Payments due by period
									Beyond
	Total		< 1 year		1-3 years		3-5 years		5 years

Operating leases	$	3,609,875	$	701,910	$	1,577,324	$	1,330,641	$	—
License Agreement		10,800,000		2,000,000		8,800,000		—		—
Manufacturing Supply Agreements		24,184,356		7,894,356		4,950,000		11,340,000		—

	$	38,594,231	$	10,596,266	$	15,327,324	$	12,670,641	$	—

The timing of the remaining milestones for Shimoda and Archimedes is dependent upon factors that are beyond our control, including our ability to recruit patients, the outcome of future clinical trials and any requirements imposed on our clinical trials by regulatory agencies. However, for the purpose of the above table, we have assumed that the payment of the milestones will occur between one to three years, from December 31, 2006.

New Accounting Pronouncements

Critical Accounting Estimates

Research and Development Costs. Since our inception, we have incurred approximately $70.6 million of research and development costs. The major research projects undertaken by us include the development of Dyloject™, PMI-150 and Rylomine™. We expense all research and development costs as incurred for which there is no alternative future use. For various reasons, many of which are outside our control, including timing and results of our clinical trials, obtaining regulatory approval and dependence on third parties, we cannot estimate the total remaining costs to be incurred to commercialize our products, nor is it possible to estimate when, if ever, any of our products will be approved by regulatory agencies for commercial sale. In addition, we may experience adverse results in the development of our products, which could result in significant delays in obtaining approval to sell our products, additional costs to be incurred to obtain regulatory approval or failure to obtain regulatory approval. In the event any of our product candidates were to experience setbacks, it would have a material adverse effect on our financial position and operating results. Even if we successfully complete development and obtain regulatory approval of one or more of our products, failure of physicians and patients to accept our products as a safe, cost-effective alternative compared to existing products would have a material adverse effect on our business.

Stock Based Compensation. Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004) — Share-Based Payment, or SFAS 123(R). This Statement requires compensation cost relating to share-based payment transactions to be recognized in the financial statements using a fair-value measurement method. Under the fair value method, the estimated fair value of an award is charged against income on a straight-line basis over the requisite service period, which is generally the vesting period. We selected the modified prospective adoption method as prescribed in SFAS 123(R) and therefore, this Statement was applied to new awards granted in 2006, as well as to the unvested portion of previously granted stock option awards for which the requisite service had not been rendered as of January 1, 2006. As a result of the adoption of SFAS 123(R), we recorded share-based compensation for the three and nine months ended September 30, 2007 and 2006. The fair value of the stock option grants were estimated on the date of grant using the Black-Scholes option valuation model that uses certain weighted-average assumptions.

Income Taxes

As of September 30, 2007, we had approximately $64.1 million of net operating loss carryforwards available to offset future taxable income. These carryforwards will expire between 2020 and 2026. We have incurred operating losses since inception and have established valuation allowances equal to the total deferred tax assets due to the uncertainty with respect to achieving profitable operations in the future. Should the uncertainty regarding our ability to achieve profitable operations change in the future, we would reverse all or a portion of the valuation allowance, the effect of which could be material to our financial statements. In connection with preparing our 2006 tax return, we adjusted the carrying values of our deferred tax assets, with a corresponding adjustment to the valuation allowance. These adjustments had no effect on our results of operations or our financial position.

Our policy is to recognize interest related to income tax matters to interest expense and penalties related to income tax matters to other expense. As of September 30, 2007 we had no amounts accrued for interest or penalties.

Off Balance Sheet Arrangements

Certain warrants issued in conjunction with our common stock financing are equity linked derivatives and accordingly represent an off balance sheet arrangement. These warrants meet the scope exception in paragraph 11(a) of Statement of Financial Accounting Standards No. 133 - Accounting for Derivative Instruments and Hedging Activities, or SFAS 133, and are accordingly not accounted for as derivatives for purposes of SFAS 133, but instead included as a component of equity. See Footnote 6 to the financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and the Statement of Shareholders’ Equity for more information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in our assessment of our sensitivity to market risk since our presentation set forth in Item 7A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which was filed with the SEC.

Item 4. Controls and Procedures

We have disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) to ensure that material information relating to us and our consolidated subsidiaries are recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, particularly during the period in which this quarterly report has been prepared.

Our principal executive officer and principal financial officer have reviewed and evaluated our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective at ensuring that material information is recorded, processed, summarized and reported on a timely and accurate basis in our filings with the SEC.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in disputes and proceedings arising in the ordinary course of business. As of September 30, 2007, we were not a party to, nor is any of our property the subject of, any pending material legal proceedings.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as updated in our Quarterly Report on Form 10-Q for the three months ended March 31, 2007. These factors are important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements included elsewhere in this document.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Finders’ Units and Finders’ Warrants. During the three-month period ended September 30, 2007, we issued 69,495 shares of our common stock to certain holders of options to purchase Finders’ Units (the “Finders’ Units”), which Finders’ Units are comprised of shares of our common stock and common stock purchase warrants (the “Finders’ Warrants”), upon the cashless exercise of such options. We also issued an additional 1,757 shares of our common stock upon the cashless exercise of certain Finders’ Warrants. The Finders’ Units had an exercise price of $3.87 per Finders’ Unit, and the Finders’ Warrants had an exercise price of $4.25 per share. The Finders’ Units were originally issued pursuant to Section 4(2) of the Securities Act to the placement agents utilized in our September 2000 private placement of preferred stock. We have registered under the Securities Act the resale of 55,469 of the 69,495 shares of common stock issuable upon exercise of the Finders’ Units and 1,165 of the 1,757 shares of common stock issuable upon exercise of the Finders’ Warrants. The issuance, terms and conditions of the Finders’ Units have been previously disclosed in our periodic reports. We did not receive any proceeds from the exercise of the Finders’ Units and the Finders’ Warrants.

Warrants. During the three-month period ended September 30, 2007, we issued 668 shares of our common stock to a certain holder of common stock purchase warrants (the “Warrants”) upon the exercise of such Warrants. The Warrants, which were exercisable at $2.49 per share, were originally issued in a private offering pursuant to Section 4(2) of the Securities Act in consideration of a termination fee. We have not registered for resale under the Securities Act the shares of common stock issuable upon exercise of the Warrants. We received an aggregate of $1,664 from the exercise of the Warrants.

Item 5. Other Information

On October 2, 2007, we entered into an employment agreement, effective as of July 7, 2007, which renewed the appointment Daniel B. Carr, M.D. as our Chief Executive Officer. The employment agreement is for a term of three years, and automatically renews for successive one-year periods after July 7, 2010, unless it is earlier terminated or either party elects not to renew the agreement by giving six months’ notice prior to July 7 thereafter. Pursuant to the terms of his employment agreement, Dr. Carr shall receive an annual base salary of $450,000, plus certain incentive bonus compensation at the discretion of the Board of Directors, if certain performance targets are met, of up to $450,000. In addition, if certain performance targets are met, Dr. Carr will be granted options to purchase shares of our common stock on an annual basis, the amount and terms of which will be determined by the Board of Directors based on then-current option award guidelines, vesting in three equal installments commencing upon the first anniversary of the date of any such grant.

Item 6. Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	JAVELIN PHARMACEUTICALS, INC.

Date: November 2, 2007	By:	/s/ Daniel B. Carr, M.D.
	Name: Daniel B. Carr, M.D.
	Title: Chief Executive Officer and Chief Medical Officer

Date: November 2, 2007	By:	/s/ Stephen J. Tulipano
	Name: Stephen J. Tulipano
	Title: Chief Financial Officer

EXHIBIT INDEX


Exhibit
No.		Description
10.1		Employment Agreement, dated as of July 7, 2007, between Javelin Pharmaceuticals, Inc. and Daniel B. Carr, M.D.

31.1		Certification of Chief Executive Officer and Chief Medical Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

32.1		Certification of Chief Executive Officer and Chief Medical Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.1 2 y41719exv10w1.htm EX-10.1: EMPLOYMENT AGREEMENT EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”), dated as of July 7, 2007 (the “Effective Date”), is made by and between Javelin Pharmaceuticals, Inc., a Delaware corporation with principal executive offices at 125 CambridgePark Drive, Cambridge, MA 02140, and Daniel B. Carr, M.D., residing 935 Hammond Street, Chestnut Hill, MA 02467 (the “Executive”)

WITNESSETH:

WHEREAS, the Company currently employs the Executive as Chief Executive Officer and Chief Medical Officer of the Company under a contract dated July 7, 2004 (the “Prior Agreement”);

WHEREAS, the Company and the Executive mutually wish to renew and extend the Executive’s term as Chief Executive Officer and Chief Medical Officer of the Company; and

WHEREAS, the Company desires to employ the Executive as Chief Executive Officer and Chief Medical Officer of the Company, and the Executive desires to serve the Company in those capacities, upon the terms and subject to the conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. Employment

(a) Services. The Executive will be employed by the Company as its Chief Executive Officer and Chief Medical Officer. The Executive will report to the Board of Directors of the Company (the “Board”) and shall perform such duties as are consistent with his position as Chief Executive Officer and Chief Medical Officer (as applicable, the “Services”). The Executive agrees to perform such duties faithfully, to devote all of his working time, attention and energies to the business of the Company, and while he remains employed by the Company, not to engage in any other business activity that is in conflict with his duties and obligations to the Company. Subject to the forgoing sentence, the Executive may continue to see patients, may continue his professional activities, (specifically: attending professional meetings, lecturing, serving on editorial boards, and serving on editorial boards of professional organizations), to maintain his professional standing and thereby enhance the reputation and standing of the Company. Notwithstanding the foregoing or any other provision in this Agreement, the Executive agrees that he will not spend more than 8 business hours per month on any activities, in the aggregate, that are not directly related to the business of the Company.

(b) Acceptance. Executive hereby accepts such employment and agrees to render the Services.

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2. Term

The Executive’s employment under this Agreement (the “Term”) shall commence as of the Effective Date and shall continue for a term of three (3) years unless sooner terminated pursuant to Section 9 of this Agreement. Thereafter, this Agreement shall automatically renew for successive one (1) year periods until such time as either party elects to not renew. A party electing to not renew this Agreement must give the other party at least six (6) months notice of such election. Notwithstanding anything to the contrary contained herein, the provisions of this Agreement governing protection of Confidential Information shall continue in effect as specified in Section 6 hereof and survive the expiration or termination hereof.

3. Best Efforts; Place of Performance

(a) Subject to the exceptions of §l(a), the Executive shall devote substantially all of his business time, attention and energies to the business and affairs of the Company and shall use his best efforts to advance the best interests of the Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will interfere with the performance by the Executive of his duties hereunder or the Executive’s availability to perform such duties or that will adversely affect, or negatively reflect upon, the Company.

(b) The duties to be performed by the Executive hereunder shall be performed primarily at the office of the Company, subject to reasonable travel requirements on behalf of the Company, or such other place as the Board may reasonably designate.

4. Directorship.

The Executive is currently a member of the Board of Directors of the Company. The Company shall use its best efforts to cause the Executive to be re-elected as a Director throughout the Term, and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. The Executive agrees to accept election, and to serve during the Term, as director of the Company, without any compensation therefore other than as specified in this Agreement.

5. Compensation.

As full compensation for the performance by the Executive of his duties under this Agreement, the Company shall pay the Executive as follows:

(a) Base Salary. The Company shall pay Executive a salary (the “Base Salary”) equal to Four Hundred Fifty Thousand Dollars ($450,000.00) per year. Payment shall be made in accordance with the Company’s normal payroll practices. The Base Salary shall be reviewed for adjustment annually by the Board of Directors. In no event shall the amount of the Base Salary be reduced below $450,000.00 during the Term of the Executive.

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(b) Annual Performance Cash Bonus. The Executive shall be entitled to receive additional bonus income (the “Performance Cash Bonus”) in an amount up to $450,000.00, based on the attainment by the Executive of certain financial, clinical development and business milestones (the “Performance Objectives”) as established annually by mutual agreement of the Board of Directors and the Executive. The Executive will have a target cash bonus equal to 50% of base salary, with the potential to be awarded up to 100% of base salary. The Performance Cash Bonus actually awarded for each annual period during the Term shall be pro-rated based on the percentage of Performance Objectives achieved for that annual period; however, the Board of Directors may, in its sole judgment, make discretionary adjustments to the Performance Cash Balance. The Board of Directors and the Executive shall, by mutual agreement, establish the Performance Objectives for each upcoming year in connection with the establishment of annual Corporate Goals.

(c) Withholding. The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under this §5.

(d) Annual Stock Option Bonus. The Executive shall be entitled to receive an annual option to purchase shares of the Company’s common stock (the “Stock Option Bonus”), based on the attainment by the Executive of the Performance Objectives as established annually by mutual agreement of the Board of Directors and the Executive, and as described in §5(b) above. The actual number of options awarded shall be determined using the then-current option award guidelines approved by the Board of Directors; however, the Board may, in its sole judgment, make discretionary adjustments to the Stock Option Bonus. Any options granted under the Stock Option Bonus will be issued at the closing price of the Company’s Common Stock on the date of any such grant and shall vest, if at all, in three equal parts upon each anniversary of the grant. All such options shall be subject to the provisions of the Company’s then-current Omnibus Stock Incentive Plan.

(e) Expenses. The Company shall reimburse the Executive for all normal, usual and necessary expenses incurred by the Executive in furtherance of the business and affairs of the Company, including reasonable travel and entertainment, upon timely receipt by the Company of appropriate vouchers or other proof of the Executive’s expenditures and otherwise in accordance with any expense reimbursement policy as may from time to time be adopted by the Company.

(f) Other Benefits. The Executive shall be entitled to all rights and benefits for which he shall be eligible under any benefit or other plans (including, without limitation, dental, medical, medical reimbursement and hospital plans, disability insurance, pension plans, employee stock purchase plans, profit sharing plans, bonus plans and other so-called “fringe” benefits) as the Company shall make available to its senior executives from time to time. In addition, the Company shall reimburse Executive for the reasonable cost of a dedicated phone line for his home office.

(g) Vacation. The Executive shall, during the Term, be entitled to accrue vacation at a rate of five (5) weeks per annum, in addition to holidays observed and personal and

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sick days allowed by the Company. The Executive shall not be entitled to carry any vacation forward to the next year of employment, and shall not receive any compensation for such unused vacation days.

6. Confidential Information and Inventions.

(a) The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company, its affiliates or third parties with whom the Company or any such affiliates has an obligation of confidentiality. Accordingly, during and after the Term, the Executive agrees to keep confidential and not disclose or make accessible to any other person or use for any other purpose other than in connection with the fulfillment of his duties under this Agreement, any Confidential and Proprietary Information (as defined below) owned by, or received by or on behalf of, the Company or any of its affiliates. “Confidential and Proprietary Information” shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate or client of the Company. The Executive expressly acknowledges the trade secret status of the Confidential and Proprietary Information and that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive agrees: (i) not to use any such Confidential and Proprietary Information for himself or others; and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) from the Company’s offices at any time during his employment by the Company, except as required in the execution of the Executive’s duties to the Company. The Executive agrees to return immediately all Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon request and in any event immediately upon termination of employment.

(b) Except with prior written authorization by the Company, the Executive agrees not to disclose or publish any of the Confidential and Proprietary Information, or any confidential, scientific, technical or business information of any other party to whom the Company or any of its affiliates owes an obligation of confidence, at any time during or after his employment with the Company.

(c) The Executive agrees that all inventions, discoveries, improvements and patentable or copyrightable works initiated, conceived or made by him, either alone or in conjunction with others, through the use of the resources of the Company or directly related to the business of the Company (the “Inventions”) during the Term shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., §101). The Company shall be the sole owner of all patents,

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copyrights, trade secret rights, and other intellectual property or other rights in the Inventions. The Executive hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions; provided, however, that the Board of Directors of the Company may in its sole discretion agree to waive the Company’s rights pursuant to this §6(c). The Executive further agrees to assist the Company in every proper way (at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the Executive will execute all documents necessary:

(i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) Letters Patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to maintain, renew and restore the same; and,

(ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such Letters Patent, copyright or other analogous protection.

(d) The Executive acknowledges that while performing the Services under this Agreement the Executive may locate, identify and/or evaluate patented or patentable inventions or other business opportunities (the “Third Party Inventions”) having commercial potential in the fields of pharmacy, pharmaceuticals, biotechnology, healthcare, technology and other fields which may be of potential interest to the Company or its affiliates. The Executive understands, acknowledges and agrees that all rights to, interests in or opportunities regarding, all Third-Party Inventions identified by the Company, its affiliates or any of the foregoing persons’ officers, directors, employees (including the Executive), agents or consultants during the Employment Term shall be and remain the sole and exclusive property of the Company (or such affiliate). The Executive shall have no rights whatsoever to such Third-Party Inventions and will not pursue for himself or for others any transaction relating to the Third-Party Inventions which is not on behalf of the Company. Notwithstanding the foregoing, if the Company, having been presented with the opportunity by the Executive to pursue such Third Party Inventions chooses not to do so, then Executive may pursue such Third Party Inventions himself without accounting to the Company therefore, subject to §l(a) hereof.

(e) Executive agrees that he will promptly disclose to the Company, or any persons designated by the Company, all improvements and/or Inventions made, conceived, reduced to practice, or learned by him, either alone or jointly with others, during the Term.

(f) Executive has participated in the development of intellectual property jointly created by the Tufts New England Medical Center and the Neuropeptide Laboratory of the Polish Academy of Sciences, and will continue to do so during the term of this Agreement subject to §l(a). However, §6(c) shall not be applicable to such work or such intellectual property provided, however, the Executive does not use the resources of the Company to develop such intellectual property.

(g) The provisions of this §6 shall survive any termination of this Agreement.

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7. Non-Competition, Non-Solicitation and Non-Disparagement.

(a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in §6) and the Executive agrees that, during the Term and for a period of nine (9) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide. The Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged on the date hereof in the development and commercialization of (a) drugs, including therapeutics for the treatment of pain, (b) novel application drug delivery systems for the treatment of pain, and (c) in the future in any other business in which it actually devotes substantive resources to study, develop or pursue. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company if such holdings do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation, with the exception of Accugesics. This §7(a) shall not be enforceable by the Company against the Executive if the Executive (i) is terminated by the Company without Cause; (ii) terminates this Agreement for Good Reason; or (iii) is terminated at the time or within six (6) months of a Change of Control (as hereinafter defined).

(b) During the Term and for a period of 12 months thereafter, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

(i) solicit or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any such affiliate; or hire for any purpose any employee of the Company or any affiliate or any employee who has left the employment of the Company or any affiliate within one year of the termination of such employee’s employment with the Company or any such affiliate or at any time in violation of such employee’s non-competition agreement with the Company or any such affiliate; or

(ii) solicit or accept employment or be retained by any Person who, at any time during the term of this Agreement, was an agent, client or customer of the Company or any

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of its affiliates where his position will be related to the business of the Company or any such affiliate; or

(iii) solicit or accept the business of any agent, client or customer of the Company or any of its affiliates with respect to products or services which compete directly with the products or services provided or supplied by the Company or any of its affiliates.

(iv) Notwithstanding the foregoing, §§7(b)(ii)-7(b)(iii) shall not be enforceable by the Company against Executive if the Executive (i) is terminated by the Company without Cause; (ii) terminates this Agreement for Good Reason; or (iii) is terminated at the time or within six (6) months of a Change of Control (as hereinafter defined).

(c) The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party or any of its affiliates, including but not limited to, any officer, director, employee or shareholder of the Company or any of its affiliates.

(d) In the event that the Executive breaches any provisions of §6 or this §7 or there is a threatened breach, then, in addition to any other rights which the Company may have, the Company shall be entitled, without the posting of a bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections, in addition to any other remedies at law or in equity to which the Company may be entitled.

(e) Each of the rights and remedies enumerated in §7(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this §7, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this §7 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable.

(f) In the event that an actual proceeding is brought in equity to enforce the provisions of §6 or this §7, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available.

(g) The provisions of this §7 shall survive any termination of this Agreement.

8. Representations and Warranties by the Executive.

The Executive hereby represents and warrants to the Company as follows:

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(a) Neither the execution or delivery of this Agreement nor the performance by the Executive of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which the Executive is a party or by which he is bound.

(b) The Executive has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute and deliver this Agreement or perform his duties and other obligations hereunder.

9. Termination.

The Executive’s employment hereunder shall be terminated upon the Executive’s death and may be terminated as follows:

(a) The Executive’s employment hereunder may be terminated by the Board of Directors of the Company for Cause. Any of the following actions by the Executive shall constitute “Cause”:

(i) The willful failure, disregard or refusal by the Executive to perform his duties hereunder, which is not cured, if curable, by Executive within thirty (30) days after written notice thereof is given to the Executive by the Company, which notice shall specify the act(s) or omission(s) on which the Company relies to establish Cause;

(ii) Any willful, intentional grossly negligent act by the Executive having the effect of injuring, in a material way (whether financial or otherwise and as determined in good-faith by a majority of the Board of Directors of the Company), the business or reputation of the Company or any of its affiliates, including but not limited to, any officer, director, executive or shareholder of the Company or any of its affiliates;

(iii) Willful misconduct by the Executive in respect of the duties or obligations of the Executive under this Agreement, including insubordination with respect to the lawful directions received by the Executive from the Board of Directors of the Company, which is not cured, if curable, by Executive within thirty (30) days after written notice thereof is given to the Executive by the Company, which notice shall specify the act(s) or omission(s) on which the Company relies to establish Cause;

(iv) The Executive’s conviction of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea);

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(v) The determination by the Company, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination), unless the Executive’s actions were specifically directed by the Board of Directors of the Company;

(vi) Any misappropriation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or felony);

(vii) Breach by the Executive of any of the provisions of Sections 6, 7 or 8 of this Agreement; and

(viii) A material breach by the Executive of any provision of this Agreement other than those contained in Sections 6, 7 or 8 which is not cured by the Executive within thirty (30) days after written notice thereof is given to the Executive by the Company, which notice shall specify the act(s) or omission(s) on which the Company relies to establish Cause.

(b) The Executive’s employment hereunder may be terminated by the Board of Directors of the Company due to the Executive’s Disability. For purposes of this Agreement, a termination for “Disability” shall occur (i) when the Board of Directors of the Company has provided a written termination notice to the Executive supported by a written statement from a reputable independent physician to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, within the ensuing twelve (12) months, his employment hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Board of Directors of the Company after the Executive has been unable to substantially perform his duties hereunder for ninety (90) or more consecutive days, or more than one hundred twenty (120) days in any consecutive twelve (12) month period, by reason of any physical or mental illness or injury. For purposes of this Section 9(b), the Executive agrees to make himself available and to cooperate in any reasonable examination by a reputable independent physician retained by the Company.

(c) The Executive’s employment hereunder may be terminated by the Board of Directors of the Company (or its successor) upon the occurrence of a Change of Control. For purposes of this Agreement, “Change of Control” means (i) the acquisition, directly or indirectly, following the date hereof by any person (as such term is defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), in one transaction or a series of related transactions, of securities of the Company representing in excess of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities if such person or his or its affiliates do not own in excess of 50% of such voting power on the date of this Agreement, or (ii) the future disposition by the Company (whether direct or indirect, by sale of assets or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets in one transaction or series of related transactions (other than a merger effected exclusively for the purpose of changing the domicile of the Company).

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(d) The Executive’s employment hereunder may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i) any material breach of this Agreement that is not cured by the Company within thirty (30) days after receipt of written notice by Executive to the Company of such material breach;

(ii) any diminution or adverse (to the Executive) change in the duties, responsibilities, rights, privileges or the reporting relationships, which were applicable to and enjoyed by the Executive at the commencement of the Term, without the consent of the Executive, except as a result of the termination of the Executive’s employment by the Company;

(iii) any requirement from the Board of Directors of the Company that Executive must relocate his office from the Metropolitan Boston area; or

(iv) the failure to nominate Executive to, or his removal from, the Board of Directors of the Company. For purposes of clarification, this §9(d)(iv) shall not apply if the Executive is removed from the Board of Directors as a result of a failure to be re-elected by a vote of the shareholders.

(e) The Executive’s employment may be terminated by the Company or by the Executive without Cause at any time.

10. Compensation Upon Termination.

(a) If the Executive’s employment is terminated as a result of his death or Disability, the Company shall pay to the Executive or to the Executive’s estate, as applicable, his Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date upon which his Death or Disability occurs. All Stock Options that are scheduled to vest by the end of the calendar year in which such termination occurs shall be accelerated and shall be vested as of the date of his Disability or Death. All Stock Options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of his Disability or Death shall be deemed to have expired as of such date.

(b) If the Executive’s employment is terminated by the Board of Directors of the Company for Cause, then the Company shall pay to the Executive his Base Salary and expense reimbursement through the date of his termination and the Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Options that have not vested as of the date of termination for Cause shall be deemed to have expired as of such date. Any Stock Options that have vested as of the date of the Executive’s termination for Cause shall remain exercisable for a period of 90 days following the date of such termination.

(c) If the Executive’s employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Executive his Base Salary for a period of six (6) months following such termination, and (ii) pay the Executive any accrued and unpaid

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Bonus, and (iii) pay expense reimbursement amounts through the date of termination. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date.

(d) If the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, then the Company shall (i) continue to pay to the Executive his Base Salary for a period of twelve (12) months from the date of such termination, and (ii) pay the Executive the Bonus he would have earned had he been employed for six (6) months from the date upon which such termination occurs, and (iii) pay the Executive any expense reimbursement amounts owed through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of the Executive’s termination shall remain exercisable for a period as outlined in the company’s Omnibus Stock Option program.

(e) This Agreement sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided for herein. Furthermore, any payments made to the Executive under §§10(c) or 10(d) herein, shall be conditioned upon the Executive executing a mutually acceptable release of any and all claims that the Executive may have had, has or may have against the Company and/or its employees, executives and/or directors, arising out of the Executive’s employment with the Company.

(f) Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned as director of the Company, effective as of the date of such termination.

(g) The provisions of this Section 10 shall survive any termination of this Agreement.

11. Miscellaneous.

(a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to its principles of conflicts of laws.

(b) Any dispute arising out of, or relating to, this Agreement or the breach thereof (other than Sections 6 or 7 hereof), or regarding the interpretation thereof, shall be finally settled by arbitration conducted in Boston, Massachusetts in accordance with the rules of the American Arbitration Association then in effect before a single arbitrator appointed in accordance with such rules. Judgment upon any award rendered therein may be entered and enforcement obtained thereon in any court having jurisdiction. The arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to

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compel arbitration and for purposes of Sections 6 and 7 hereof, the parties hereby submit to the non-exclusive jurisdiction of the state courts of the Commonwealth of Massachusetts, or the United States District Court for the District of Massachusetts, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by registered mail addressed to it at the address referred to in paragraph (g) below. Each party shall be responsible for its own attorney’s fees in such arbitration, and all of the costs and expenses incurred with respect to the arbitration proceeding (except for the filing fee, which shall be borne solely by the party commencing the arbitration) shall be divided equally between the parties. Judgment on the arbitration award may be entered by any court of competent jurisdiction.

(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, legal representatives; successors and assigns.

(d) This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive. The Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets or other Change of Control, provided such assignee agrees in writing to be bound by this Agreement.

(e) This Agreement cannot be amended orally, or by any course of conduct or dealing, but only by a written agreement signed by the parties hereto.

(f) The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

(g) All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered personally or by an overnight courier service or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth on the first page of this Agreement, and shall be deemed given when so delivered personally or by overnight courier, or, if mailed, five (5) days after the date of deposit in the United States mails. Either party may designate another address, for receipt of notices hereunder by giving notice to the other party in accordance with this paragraph (g).

(h) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof, including the Prior Agreement, but excluding agreements and plans with respect to stock and stock options. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

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(i) As used in this Agreement, “affiliate” of a specified Person shall mean and include any Person controlling, controlled by or under common control with the specified Person.

(j) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

(k) This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

(1) The Company shall reimburse Executive for the attorney’s fees incurred by him for the review, revision, negotiation and finalization of this Agreement, to a maximum of $5,000.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EX-31.1 3 y41719exv31w1.htm EX-31.1: CERTIFICATION EX-31.1

Exhibit 31.1

CERTIFICATION

I, Daniel B. Carr, M.D., Chief Executive Officer and Chief Medical Officer of Javelin Pharmaceuticals, Inc. (the “Company”), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.



Date: November 2, 2007	/s/ Daniel B. Carr, M.D.
	Name:	Daniel B. Carr, M.D.
	Title:	Chief Executive Officer and Chief Medical Officer

EX-31.2 4 y41719exv31w2.htm EX-31.2: CERTIFICATION EX-31.2

Exhibit 31.2

CERTIFICATION

I, Stephen J. Tulipano, the Chief Financial Officer of Javelin Pharmaceuticals, Inc. (the “Company”), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company.

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.



Date: November 2, 2007	/s/ Stephen J. Tulipano
	Name:	Stephen J. Tulipano
	Title:	Chief Financial Officer

EX-32.1 5 y41719exv32w1.htm EX-32.1: CERTIFICATION EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Javelin Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel B. Carr, M.D., the Chief Executive Officer and Chief Medical Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Daniel B. Carr, M.D.
	Name:	Daniel B. Carr, M.D.
	Title:	Chief Executive Officer

November 2, 2007

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies each periodic report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2 6 y41719exv32w2.htm EX-32.2: CERTIFICATION EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Javelin Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen J. Tulipano, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Stephen J. Tulipano
	Name:	Stephen J. Tulipano
	Title:	Chief Financial Officer

November 2, 2007

-----END PRIVACY-ENHANCED MESSAGE-----

JAVELIN PHARMACEUTICALS, INC.

EXECUTIVE

/s/ Douglas G. Watson

Douglas G. Watson
Chairman

/s/ Daniel B. Carr

Daniel B. Carr, M.D.