Cortex Pharmaceuticals Inc.

Mark Varney, Ph.D., President and Chief Executive Officer. Dr. Varney has spent over 17 years in the pharmaceutical industry. He joined Cortex as Chief Scientific Officer and Chief Operating Officer in January, 2006, and was promoted to President and CEO in August, 2008. Prior to joining Cortex, Dr. Varney held senior level positions at Sepracor, Inc., where he was Vice President and head of Discovery, and at Bionomics, Ltd., where he was Vice President of Drug Discovery. Dr. Varney held positions of increasing responsibilities over his six-year tenure at SIBIA Neuroscience Inc., including his most recent position as Director of Neuropharmacology. Upon the acquisition of SIBIA by Merck, Inc in 1999, he was appointed a Director at Merck’s San Diego facility. Prior to SIBIA, he held research positions at Servier in France and Merck Sharp & Dohme in the U.K. Dr. Varney received his B.Sc. in Biochemistry with honors from Surrey University, U.K. and completed his Ph.D. and postdoctoral training at Oxford University, U.K. Dr. Varney’s career has focused on drug discovery programs for treating schizophrenia, depression, cognitive disorders, anxiety, pain, epilepsy and insomnia. He has been successful in developing drug candidates in several of these disease areas, and has published extensively in peer-reviewed journals and filed numerous patent applications relating to new chemical entities and methods of use.

Roger G. Stoll, Ph.D. Executive Chairman, Dr. Stoll has over 30 years of experience in the pharmaceutical, medical devices, and diagnostic industries. Most recently, he was the Executive Vice President of Fresenius Medical Care – N. America, in charge of both the dialysis products and laboratory services. Dr. Stoll oversaw the company’s manufacturing, sales, service, research and development, and business development functions, and was responsible for combined sales of approximately $900 million as well as more than 3,000 employees. From 1991 to 1998, Dr. Stoll was CEO of Ohmeda, Inc., a worldwide leader in anesthesia and critical care products with sales of approximately $1 billion and more than 5,000 employees. From 1986 to 1991, Dr. Stoll held several positions within Bayer, AG. Initially at Bayer, he had responsibilities that included both hospital and general pharmaceuiticsls before becoming President of the Consumer Health Care Group of Miles. He then became the Executive Vice President and General Manager of the worldwide Diagnostics Business Group of Bayer, during which time the business expanded from $400 million to approximately $1 billion in sales. Before 1986, Dr. Stoll was involved in the development of critical care pharmaceuticasl andheld positions of increasing responsibility including President of the American Critical Care Division of American Hospital Supply Corporation (now Baxter International). He began his career in clinical research at The Upjohn Company. In addition to the Cortex board, Dr. Stoll currently serves as a member of the boards of directors of Chelsea Therapeutics, Inc and is a member of the advisory board of the School of Pharmacy at the University of Connecticut. Dr. Stoll obtained a B.S. in Pharmacy from Ferris State University and a Ph.D. in Biopharmaceutics from the University of Connecticut as well as conducting postdoctoral studies in pharmacokinetics at the University of Michigan.

Mr. Coleman became Senior Vice President of Business Development in May 2000. Prior to joining Cortex, Mr. Coleman was President and Managing Partner of Diversified Healthcare Management, LLC (DHM), a biopharmaceutical consulting firm that he founded in 1997 in Newport Beach, CA. Cortex was a client of DHM for the year prior to his joining the company. Mr. Coleman brings to Cortex over 30 years of combined CNS pharmaceutical and biopharmaceutical experience at The Upjohn Company, Pharmacia & Upjohn, Inc., and CoCensys where he acquired extensive management and operational expertise in corporate partnering, global strategic CNS marketing, clinical psychopharmacological research and sales. Mr. Coleman, designed and managed the worldwide panic disorder research program that resulted in the first FDA and other offshore regulatory approvals that established Xanax® as the standard treatment for panic disorder. Mr. Coleman holds a B.S. degree in Applied Biology from the University of Rhode Island.

Dr. Johnson was appointed Director, Pre-Clinical Development in 2003 February 2000. Prior to that,he had served as Director of Clinical Development and as Director, Biological Research from June 1995. He joined Cortex as a Senior Scientist in May 1994. Dr. Johnson came to Cortex from the University of Southern California, where he was an Assistant Professor of Neurogerontology, focussed on the molecular biology and molecular pathology of Alzheimer’s disease. Prior to joining the research faculty as USC, Dr. Johnson received post-doctorate training at the California Institute of Technology (CalTech) and at USC. Dr. Johnson has served on a number of state and federal (NIH) funding review panels, has been a reviewer for several aging and neurobiology journals, and has authored 50 articles and 1 patent. Dr. Johnson received a B.S. from Oregon State University and a Ph.D. in Biology from Purdue University.

Dr. Cotman is a co-founder of the Company. He has been a Scientific Director of and consultant to the Company since October 1987, served as a director of the Company from March 1989 to October 1990, and was reelected as a director in November 1991. Dr. Cotman has been a Professor of Psychobiology, Neurology, and Psychiatry at the University of California, Irvine since 1985. He was a Professor of Psychobiology and Neurology at that University from 1983 to 1985, and has held various other teaching and research positions at that University since 1968. He chaired the Scientific Advisory Council of the American Paralysis Association and is a member of numerous professional associations and committees, including the Council of the American Society for Neurochemistry, the National Institute of Aging Task Force, the American Association for the Advancement of Science and the International Society for Neurochemistry. Dr. Cotman has served on the editorial boards of numerous scientific journals and has authored or co-authored seven books and over 400 articles in the fields of neurobiology, memory and cognition, and the recovery of function after brain injury. Dr. Cotman holds a B.A. in Chemistry from Wooster College, an M.A. in Analytical Chemistry from Wesleyan University, and a Ph.D. in Biochemistry from Indiana University.

Dr. Carlsson is a scientific advisor to Cortex’s Board of Directors and was the co-recipient of the 2000 Nobel Prize for Medicine. Dr. Carlsson is also currently CEO of Carlsson Research, a development stage neuroscience company that grew out of his research in the Department of Pharmacology at the University of Göteborg, Sweden. Dr. Carlsson is Professor Emeritus at the University of Göteborg and is a member of the Swedish Academy of Sciences and a foreign affiliate of the U.S. National Academy of Sciences. Dr. Carlsson’s research has revolutionized the understanding of a number of psychiatric and neurological disorders, including Parkinson’s disease, schizophrenia, and depression, which has led to the development of new pharmaceutical treatments. Dr. Carlsson’s research achievements include the discovery of dopamine as a major neurotransmitter in the brain, as well as dopamine’s importance in Parkinson’s disease and schizophrenia. Dr. Carlsson received a M.D. and Ph.D. in Pharmacology from the University of Lund, Sweden and was immediately appointed Assistant Professor of Pharmacology. He was promoted to Associate Professor in 1956, and was an early pioneer in the pharmacology of calcium regulation, an area of research that later led others to the development of calcium channel blockers commonly used today to regulate cardiac function.

John Benedik was appointed to the Board of Directors of the Company in December 2005. From 1970 to May 2003, Mr. Benedik served with Arthur Andersen LLP, being admitted to the firm’s partnership in 1980. During his tenure with Arthur Andersen LLP, Mr. Benedik held a number of positions, including Division Head for the Consumer Products and Services audit dividion of the New York area offices from 1994 to 1998, Managing Partner of the New Jersey office from 1999 to 2002 and Practice Director of the New York area offices from 1998 to 2002. From September 2002 to May 2003, Mr. Benedik was a Managing Director of Arthur Andersen LLP. He currently serves on the board of directors of Aeroflex, Inc., a publicly held designer and supplier of microelectronics, and serves as a board member and treasurer of the National Conference for Community and Justice – New Jersey. Mr. Benedik, a Certified Public Accountant in New York and New Jersey, received a B.A. in English from Fordham College and an M.B.A. from the Columbia University Graduate School of Business.

Charles J. Casamento has served as a director since September 2002. Mr. Casamento is currently Executive Director and Principal of The Sage Group, a healthcare advisory group specializing in mergers, acquisitions, and partnerships between biotechnology companies and pharmaceutical companies. Mr. Casamento was the president and CEO of Osteologix, Inc., a public biopharmaceutical company developing products for treating osteoporosis, from 2004 through 2007. From 1999 through 2004, he served as chairman of the board, president and CEO of Questcor Pharmaceuticals, Inc. Mr. Casamento formerly served as RiboGene, Inc.'s president, CEO and chairman of the board from 1993 through 1999 until it merged with Cypros to form Questcor. He was co-founder, president and CEO of Interneuron Pharmaceuticals, Inc., a biopharmaceutical company, from 1989 until 1993. Mr. Casamento has also held senior management positions at Genzyme Corporation, where he was senior vice president, pharmaceuticals and biochemicals; American Hospital Supply, where he was vice president of business development and strategic planning for the Critical Care Division; Johnson & Johnson, Hoffmann-LaRoche, Inc. and Sandoz Inc. Mr. Casamento also serves on the Boards of Directors of CORTEX Pharmaceuticals and VIVUS, Inc. He holds a bachelor's degree in Pharmacy from Fordham University and an M.B.A. from Iona College and is a licensed pharmacist in the states of New York and New Jersey .

Dr. Johnson has served as a director of the Company since April 2002. Dr. Johnson is currently Chief Executive Officer and President of Parion Sciences, Inc., a pharmaceutical company that he co-founded in 1999. From 1995 to 1999, Dr. Johnson served as President, CEO and CSO of Trimeris Inc., a pharmaceutical company that he took public in 1997. From 1987 to 1994, he served as Vice President of Chemistry at Glaxo Inc., where he was part of the original scientific founding team for Glaxo’s research entry into the United States. From 1971 to 1987, Dr. Johnson served in key scientific and research management positions with Pfizer Central Research. Dr. Johnson also currently holds board positions with ChemCodes, a privately-held pharmaceutical company, the board of governors of Research Triangle Institute and the University of North Carolina Education Advancement Board. He received his B.S. from the University of California, Berkeley, and a Ph.D. in Organic Chemistry from the University of California at Santa Barbara.

Peter Drake, Ph.D. has served as a director since October 2005. Dr. Drake has served as the Managing General Partner of Mayflower Partners, a healthcare investment fund since June 2002, and Vice President of Vector Securities International, Inc. since January 1997. Prior roles include serving as Managing Director in the Equity Research Department of Prudential Securities, co-founder of Vector Fund Management and Deerfield Management and a partner and biotechnology analyst with Kidder, Peabody. Mr. Drakes serves on the board of Cortex Pharmaceuticals. Peter A. Meyer has served as a director since November 1998 and became our Co-Chairman of the Board in January 2005. Mr. Meyer is the President of PMI Consultants, a firm he founded in 1982 to develop ventures, acquisition and divestiture opportunities, and investment strategies for companies involved in the domestic and international food, feed and fermentation industries.