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<TITLE>S-8</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">

  <DIV align="right" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>As
Filed with the Securities and Exchange Commission on March&nbsp;14,
2008</B></div>
<DIV align="right" style="font-size: 10pt; margin-top: 0pt"><B>Registration
No.&nbsp;333-<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></B>
</DIV>

<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>U.S. SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></B>
</DIV>



<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>AND POST-EFFECTIVE AMENDMENT NO. 2</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER THE<BR>
SECURITIES ACT OF 1933</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>JAVELIN PHARMACEUTICALS, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="47%">&nbsp;</TD>
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    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">88-0471759</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">incorporation or organization)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">125 Cambridge Park Drive<BR>
Cambridge, MA 02140<BR>
(Address of Principal Executive Offices) (Zip Code)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Stock Option Agreements<BR>
2005 Omnibus Stock Incentive Plan</B><BR>
(Full title of the plan)</DIV>

 <DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD align="center" valign="top">David B. Bernstein
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Copy to:</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">General Counsel and Secretary <BR>
Javelin Pharmaceuticals, Inc. <BR>
125 CambridgePark Drive <BR>
Cambridge, MA 02140<BR>
(617)&nbsp;349-4500
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Richard S. Frazer, Esq.<BR>
Pryor Cashman LLP<BR>
410 Park Avenue<BR>
New York, NY 10022<BR>
(212)&nbsp;326-0416</TD>
</TR>
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</TABLE>
</DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(Name, address, telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>




<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title Of Securities</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price per</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>To Be Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered(1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>share</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock $.001 par value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">10,185,299</TD>
    <TD nowrap style="border-top: 2px solid #000000">(2)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">2.90</TD>
    <TD nowrap style="border-top: 2px solid #000000">(3)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">29,537,367.10</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">3,070.74</TD>
    <TD nowrap style="border-top: 2px solid #000000">(4)</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Total</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">10,185,299</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">29,537,367.10</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">3,070.74</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


<DIV style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This registration
statement also shall cover any additional securities to be offered or issued as a result of a stock split, stock dividend or similar
transactions.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;429(b) under the Securities Act, the 10,185,299 shares of common stock being registered hereunder includes 6,185,299 shares of common stock that were previously registered on a registration statement on Form&nbsp;S-8
(File No.&nbsp;333-129203) filed by the Company with the Securities
and Exchange Commission (the &#147;SEC&#148;) on October&nbsp;24,
2005 (the &#147;Initial Registration Statement&#148;), and 2,500,000
shares of common stock that were registered on post-effective
amendment no.&nbsp;1 to the Initial Registration Statement filed with
the SEC on October&nbsp;5, 2006. Accordingly, this registration
statement also constitutes post-effective amendment no.&nbsp;2 to the
Initial Registration Statement.</TD>


</TR>
<tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<tr><td>                                                       </td></tr>
<tr><td>                                                        </td></tr>

 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee
as determined in accordance with Rule 457(c) and (h)&nbsp;under the
Securities Act (based on the closing price per share of the common
stock as reported on the American Stock Exchange as of March&nbsp;7, 2008).</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to General Instruction E of Form&nbsp;S-8, a registration
fee of $170.96 is being paid with respect to the 1,500,000 additional
shares of common stock issuable under the 2005 Omnibus Stock
Incentive Plan being registered on this registration statement,
calculated in accordance with Rule&nbsp;457(o) under the Securities
Act. A registration fee of $2,022.28 was previously paid on
October&nbsp;24, 2005 in connection with the filing of the Initial
Registration Statement relating to 6,185,299 shares of common stock,
and a registration fee of $877.50 was previously paid on
October&nbsp;5, 2006 in connection with the filing of post-effective
amendment no.&nbsp;1 to the Initial Registration Statement relating
to 2,500,000 shares of common stock.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Proposed sales to take place as soon as possible after the effective date of the Registration
Statement as options granted under the Plan and the Agreements are exercised.</TD>
</TR>

</TABLE>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







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<DIV style="font-family: 'Times New Roman',Times,serif">







<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Javelin Pharmaceuticals, Inc. (the &#147;Company&#148;) previously registered 8,685,299 shares of common
stock, par value $.001 per share (the &#147;Common Stock&#148;), for issuance upon the exercise of options,
including 7,500,000 shares underlying the Company&#146;s 2005 Omnibus Stock Incentive Plan, as amended
(the &#147;2005 Plan&#148;). The registration of such shares was filed on a Form S-8 Registration Statement
filed with the Securities and Exchange Commission (the &#147;SEC&#148;) on October&nbsp;24, 2005, file number
333-129203 (the &#147;Initial Registration Statement&#148;), in accordance with the Securities Act of 1933,
as amended (the &#147;Securities Act&#148;), and a post-effective amendment No.&nbsp;1 to the Initial Registration
Statement filed with the SEC on October&nbsp;5, 2006. On May&nbsp;23, 2007, the Company&#146;s Board of Directors
approved an amendment to the 2005 Plan increasing the number of shares available for awards
thereunder by 1,500,000 shares to 9,000,000 shares, subject to stockholder approval. On June&nbsp;26,
2007, at the 2007 Annual Meeting of Stockholders, the stockholders authorized the amendment to the
2005 Plan. This registration
statement is being filed to register the additional 1,500,000 shares
of Common Stock. Accordingly, pursuant to General Instruction&nbsp;E
of Form S-8, the contents of Part&nbsp;I of the Initial Registration
Statement are incorporated herein by reference. Moreover, pursuant to Rule&nbsp;429(b) under the Securities
Act, this registration statement, which is a new registration
statement, also constitutes post-effective amendment no.&nbsp;2 to
the Initial Registration Statement.


</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This
registration statement also includes a
prospectus (the &#147;Reoffer Prospectus&#148;) prepared in accordance with General Instruction C of Form S-8
and in accordance with the requirements of Part&nbsp;I of Form S-3.
Pursuant to Rule&nbsp;429(a), the Reoffer Prospectus is a combined
prospectus which also relates to 6,185,299 shares of Common Stock
registered on the Initial Registration Statement and 2,500,000 shares
of Common Stock registered on post-effective amendment no.&nbsp;1 to the
Initial Registration Statement. This Reoffer Prospectus may be used
for reofferings and resales of shares of Common Stock which may be deemed to be &#147;control
securities&#148; under the Securities Act and the rules and regulations promulgated thereunder that have
been acquired by certain officers and directors of the Company, being the Selling Stockholders
identified in the Reoffer Prospectus. The number of shares of Common Stock included in the Reoffer
Prospectus represents the total number of shares of Common Stock that may be acquired by the
Selling Stockholders upon exercise of options previously granted to them under the 2005 Plan and
Stock Option Agreements, and does not necessarily represent a present intention to sell any or all
such shares of Common Stock.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt">REOFFER PROSPECTUS
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>JAVELIN PHARMACEUTICALS, INC.</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">4,482,460 shares of Common Stock

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
reoffer prospectus is a combined prospectus that is being used for the offering and sale of up to an aggregate of 4,482,460
shares (the &#147;Shares&#148;) of our common stock that may be issued to certain of our officers and
directors (the &#147;Selling Stockholders&#148;) upon their exercise of options granted to them under our
2005 Omnibus Stock Incentive Plan (the &#147;2005 Plan&#148;) and underlying certain Stock Option Agreements
previously entered into with them.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders, or their permitted transferees, who are listed in the section of
this prospectus entitled &#147;Selling Stockholders,&#148; may offer any or all of the Shares owned by them
that are covered by this prospectus for resale from time to time. We will not receive any proceeds
from the sale of the Shares, however, we will receive the proceeds, if any, from the exercise of
the options and original issue of the Shares. We will pay all of the expenses associated with this
prospectus. The Selling Stockholders will pay the other costs, such as brokerage commissions, if
any, associated with the sale of the Shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares that are issuable to the Selling Stockholders may be &#147;restricted securities&#148; under
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), before their sale under this
prospectus. We have prepared this prospectus for the sole purpose of registering the Shares under
the Securities Act in order to allow them to offer and sell the Shares to the public, subject to
any contractual limitations or legal restrictions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is currently listed on the American Stock Exchange under the symbol JAV. On
March&nbsp;7, 2008, the closing price for our common stock was $2.90. You are urged to obtain current
market quotations for our common stock before purchasing any of the Shares being offered for sale
pursuant to this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>An investment in our securities involves risks. You should carefully read and consider the
risk factors disclosed in any of our filings with the Securities and Exchange Commission (the
&#147;SEC&#148;) that are incorporated by reference in this prospectus, including, without limitation, the
risk factors contained in Item&nbsp;1A of our Annual Report on </B><B>Form 10-K</B><B> for the year ended December&nbsp;31,
2007, before making a decision to purchase our securities.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Our mailing address and telephone number are:<BR>
125 CambridgePark Drive<BR>
Cambridge, MA 02140<BR>
(617)&nbsp;349-4500
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the SEC nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The date of this prospectus is March&nbsp;14, 2008
</DIV>


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<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Page</TD>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">THE COMPANY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">DESCRIPTION OF CAPITAL STOCK</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">WHERE YOU CAN FIND MORE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="y51356exv4w11.htm">EX-4.11: AMENDED AND RESTATED 2005 OMNIBUS STOCK INCENTIVE PLAN</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="y51356exv5w1.htm">EX-5.1: OPINION OF PRYOR CASHMAN LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="y51356exv23w1.htm">EX-23.1: CONSENT OF PRICE WATERHOUSECOOPERS LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="y51356exv23w2.htm">EX-23.2: CONSENT OF MCGLADREY & PULLEN, LLP</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in or incorporated by reference into this
prospectus or any prospectus supplement. We have not authorized any person to give any information
or to make any representations other than those contained or incorporated by reference in this
prospectus, and, if given or made, you must not rely upon such information or representations as
having been authorized. This prospectus does not constitute an offer to sell or the solicitation of
an offer to buy any securities other than our shares of common stock and warrants described in this
prospectus or an offer to sell or the solicitation to buy such securities in any circumstances in
which such offer or solicitation is unlawful. You should not assume that the information we have
included in this prospectus is accurate as of any date other than the date of this prospectus or
that any information we have incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference regardless of the time of delivery of this
prospectus or of any securities registered hereunder.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;i<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Unless the context otherwise requires, all references in this prospectus to &#147;Javelin,&#148;
&#147;Company,&#148; &#147;registrant,&#148; &#147;we,&#148; &#147;us&#148; or &#147;our&#148; include Javelin Pharmaceuticals, Inc., a Delaware
corporation, and any subsidiaries or other entities controlled by us. All references in this
prospectus to &#147;common stock&#148; refer to our common stock, par value $0.001 per share.</B>
</DIV>
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE COMPANY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Background</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Javelin Pharmaceuticals, Inc. was incorporated in July&nbsp;2005 in the State of Delaware by
Intrac, Inc., a Nevada corporation (&#147;Intrac&#148;), for the purpose of migrating the Intrac corporate
entity to Delaware. The migratory merger became effective in September&nbsp;2005. In December&nbsp;2004,
Innovative Drug Delivery Systems, Inc. (&#147;IDDS&#148;), then a private operating corporation, merged with
Intrac, then a public reporting &#147;shell&#148; company, for the purpose of conducting the IDDS operations
in a public entity. Intrac had been formed in September&nbsp;2000 and had no active business operations
between 2001 and December&nbsp;2004. Following the Intrac-IDDS merger, the IDDS operations became the
business of Intrac, and certain of the executive officers and directors of IDDS became our
executive officers and directors. As a result of the migratory merger, IDDS became a wholly-owned
subsidiary of Javelin. In July&nbsp;2006, our common stock was listed on the American Stock Exchange.
The shares of common stock described in this report give effect to the Intrac-IDDS merger and the
migratory merger.
</DIV>
 <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Overview</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. We are developing and have begun to market
simple and user-friendly products, involving new modes and routes of delivery for drugs optimized
for relieving moderate-to-severe pain. In doing so, we intend to offer novel proprietary products
that in some cases can be administered in a less invasive, more convenient manner and generally
should offer either improved safety or efficacy, or both, as compared to currently marketed
formulations. In addition, the product choices currently available for the treatment of
moderate-to-severe pain are limited in the doses that may be given due to side effects, including
cardiovascular depression, tolerance and addiction, respiratory depression, constipation, sedation
and general diminution of quality of life. Our product candidates are focused on treating a
variety of pain disorders ranging from acute and episodic moderate-to-severe pain associated with
breakthrough cancer pain, post-operative pain, post-trauma pain such as orthopedic injury pain,
procedural pain and burn pain. We believe that our products, assuming regulatory approvals, will
offer patients and the medical community significant benefits and alternatives to the prescription
pain medications available to pain sufferers today.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our plan of clinical operations for the next 12&nbsp;months involves conducting the necessary
research and development to further advance our product &#151; Dyloject&#153; (injectable diclofenac) &#150; and
our two product candidates &#151; PMI-150 (intranasal ketamine) and Rylomine&#153; (intranasal morphine) -
along the drug development and regulatory approval process. The existing formulations of these
parent drugs, including oral diclofenac, injectable ketamine, and oral and injectable morphine,
are well-known prescription medications with well-documented profiles of safety, efficacy and
cost-effectiveness.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our development program is designed to support global product registration, although special
emphasis is placed upon U.S. and European filings for drug approval and product registration. In
October&nbsp;2007, Dyloject was approved for marketing in the U.K., and we received pricing for this
approved product in November&nbsp;2007. The product is beginning to enter formularies in the U.K., and
we have initiated filings for marketing approval in certain other European countries via the Mutual
Recognition Process. Currently, Rylomine, Dyloject and PMI-150 have completed the Phase 2 product
development stage based upon the U.S. regulatory classification. Rylomine and Dyloject have
successfully completed Phase 3 trials in 2007, and in each case await results from a single Phase 3
efficacy trial necessary before filing a New Drug Application (&#147;NDA&#148;). Similarly, we presently
anticipate that only one multi-dose Phase 3 efficacy trial will be needed prior to submission of
the NDA for PMI-150. Over the coming year, development activity will focus on fulfilling the
manufacturing requirements and generating the necessary preclinical and clinical data to support
the submission packages outlined at our End-of-Phase 2 meetings at the U.S. Food and Drug
Administration (&#147;FDA&#148;) for Rylomine and Dyloject in the first half of 2006, our pre-Phase 3 FDA
meeting for PMI-150 in January&nbsp;2007, and our pre-NDA FDA meeting for PMI-150 in November&nbsp;2007.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All three of our product candidates are in late stage development as shown below:
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Product candidate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Indication</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Development stage</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dyloject
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Post-operative pain
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phase 3 (U.S.)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:15px; text-indent:-0px">(injectable diclofenac)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Post-operative pain,
anti-inflammatory
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">MHRA Pricing
Approval Received
(U.K.)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Mutual Recognition
Process (other
European Union
countries)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PMI-150
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Acute pain
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phase 3 (U.S.)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:15px; text-indent:-0px">(intranasal ketamine)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Rylomine
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Acute moderate-to-severe pain
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phase 3 (U.S.)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:15px; text-indent:-0px">(intranasal morphine)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Dyloject (diclofenac sodium injectable</B>)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dyloject is an injectable formulation of diclofenac. Diclofenac is a prescription nonsteroidal
anti-inflammatory drug (&#147;NSAID&#148;) that is widely prescribed to treat post-operative pain due to its
combination of effectiveness and tolerability. There still exists an underserved medical need for a
safe and effective injectable NSAID in the hospital setting. For example, ketorolac tromethamine is
an injectable NSAID that had significant sales prior to the FDA&#146;s imposing a black box warning
limiting the combined duration of intravenous plus oral use to five days because of the risk of
serious adverse events. Similar adverse events, including mortality, led to it being taken off the
market in France and Germany. Oral diclofenac (marketed as Voltaren<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>) can be used safely
in excess of five days and has a safety profile that is considered superior to oral ketorolac.
Diclofenac is currently approved for use in the U.S. in a variety of oral formulations as well as a
topical and ophthalmic formulation. An injectable formulation of diclofenac (Voltarol<SUP style="font-size: 85%; vertical-align: text-top"><SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>)
</SUP>is commercially available in Europe, but has significant drawbacks, including the need to
buffer and dilute it at the pharmacy and a lengthy infusion period (over thirty minutes). The
development of injectable formulations of diclofenac has been limited by its poor solubility. We
believe that the proprietary formulation of injectable diclofenac that we are developing has the
potential to overcome these issues and to provide an effective and safe treatment of
moderate-to-severe acute pain.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In July&nbsp;2005, we announced that we had met our primary endpoint in the pivotal European Phase
2/3 study for Dyloject. In September&nbsp;2005, at the European Society of Regional Anaesthesia and Pain
Therapy annual meeting, we presented comprehensive results of this randomized, double-blind,
placebo- and comparator-controlled Phase 2/3 pivotal clinical trial comparing the safety, efficacy
and therapeutic equivalency of Dyloject to Voltarol<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>. The Marketing Authorization
Application (&#147;MAA&#148;) submission for approval to sell Dyloject in Europe was filed in September&nbsp;2005,
and was accepted for review in October&nbsp;2005. In October&nbsp;2007, we announced that we received
marketing authorization approval in the United Kingdom for Dyloject. In November&nbsp;2007, we received
pricing approval for Dyloject from the U.K. Department of Health Pharmaceutical Price Regulation
Scheme, as well as notification of our first U.K. hospital formulary approval. As of February&nbsp;1,
2008, Dyloject has generated orders from 26 different U.K. hospitals, with 10 reordering product.
Now that we have entered the commercial phase of Dyloject in the U.K., we anticipate announcing
attendant revenues with respect to the first quarter of 2008. We continue to take the necessary
steps to facilitate mutual recognition of Dyloject in, and a subsequent product launch, including
distribution, marketing and sales activities, in Germany and certain other European countries. We
intend to file additional marketing applications through the mutual recognition process in a number
of European Union (&#147;EU&#148;) member countries during the second half of 2008. There can be no
assurance as to whether or when such applications in the remaining European countries will be
approved. The U.S. development program for Dyloject has required additional studies beyond those
sufficient for European MAA because no injectable diclofenac product has yet been marketed in the
U.S.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In January&nbsp;2006, we announced that we had met our primary endpoint of a linear dose response
for pain relief over six hours in a Phase 2b U.S. study of Dyloject. The preliminary results of
this randomized, double-blind, placebo- and comparator-controlled clinical trial comparing the
safety and efficacy of Dyloject<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>to intravenous
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ketorolac demonstrated that patients with moderate-to-severe pain after oral surgery who
received Dyloject<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>or intravenous ketorolac experienced statistically significant pain
relief over six hours compared to patients who received a placebo. In addition, approximately five
minutes after intravenous injection, Dyloject<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>demonstrated superior onset of pain relief
compared to ketorolac as measured by statistically significant reductions in pain intensity and
pain relief using both the VAS and categorical scales. In September&nbsp;2006, we announced at &#147;Europe
Against Pain,&#148; the annual meeting of EFIC (the European Federation of Chapters of the International
Association for the Study of Pain) that the minimally effective dose of Dyloject<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>in this
study was 3.75mg, which is an unexpectedly low dose and novel finding. To achieve analgesia with
lower doses of injectable diclofenac than was previously understood to be necessary offers the
potential to reduce dose-related adverse affects with substantially equivalent analgesia. Moreover,
although this study was designed to measure analgesic outcomes rather than differentiation of side
effects between treatment groups, we did observe half the incidence of surgical site bleeding in
patients given Dyloject compared to those given ketorolac. In May&nbsp;2006, we commenced enrolling
patients in a larger post-operative pain study in fulfillment of completing two Phase 3 studies for
Dyloject necessary for filing the U.S. New Drug Application (&#147;NDA&#148;). In December&nbsp;2007, we
announced successful top-line results from the first of these two Phase 3 studies, and also
announced that patient enrollment in the second of these two studies had commenced. We anticipate
completion of patient enrollment in this second Phase 3 study by mid-2008 and submission of the NDA
for Dyloject in the first half of 2009. Most recently, we announced in January&nbsp;2008 that our Phase
1 study of the effects upon platelet function of administering Dyloject at therapeutically relevant
doses showed minimal, albeit detectable, effects. The effects of Dyloject as well as oral immediate
release diclofenac, at their maximum, only reached the upper range of normal in contrast to the
effects of ketorolac or aspirin. Both of the latter drugs produced dramatic, highly significant
interference with platelet aggregation. These results addressed the potential that NSAIDs have upon
surgical site bleeding and confirmed earlier literature showing superiority of diclofenac over
ketorolac with respect to this important safety consideration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>PMI-150 (intranasal ketamine)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PMI-150, a proprietary nasal formulation of ketamine, is currently under development by us for
treatment of acute moderate-to-severe pain, including breakthrough pain. Breakthrough pain is acute
pain that overcomes or breaks through a patient&#146;s generally prescribed regimen of pain medicine. As
reported in recent medical literature, the use of ketamine as an analgesic, while not yet approved
by the FDA, is gaining clinician acceptance as a result of its effectiveness and minimal impact on
cardiovascular and respiratory functions. Ketamine, a non-opiate, is an N-methyl-D-aspartate
(&#147;NMDA&#148;) receptor antagonist that has been in clinical use for over 30&nbsp;years as a general
anesthetic. Since its approval by the FDA, ketamine has been safely used as an anesthetic in tens
of thousands of patients. NMDA receptors are located in the central nervous system and play a role
in the perception of acute and chronic pain as well as in the development of analgesic tolerance to
opioids. Ketamine blocks NMDA receptors and therefore is a logical drug candidate for use as an
analgesic for syndromes associated with acute pain, as well as breakthrough pain. Ketamine, at
lower doses than those approved for use as an anesthetic, has been reported in the medical
literature to be an effective analgesic in settings such as post-operatively, during medical
procedures, and for neuropathic pain.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PMI-150 is in development in the U.S. for the treatment of acute moderate-to-severe pain and
breakthrough pain. We believe that PMI-150 is optimized for use as a pain medication and
potentially offers a safe, non-opioid alternative for the treatment of moderate-to-severe pain.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2005, we completed the PMI-150 formulation and device bioequivalency programs and initiated
additional Phase 2 studies. We met with the FDA in January&nbsp;2007 to finalize the development plan
for this product candidate. At this meeting, the FDA indicated that no additional clinical
efficacy trials and only pharmacokinetic trials would be needed prior to filing an initial NDA.
However, at our pre-NDA meeting in November&nbsp;2007, the review division of the FDA requested that we
conduct one additional efficacy study prior to filing. We are currently planning a post-operative,
multi-dose, acute pain study in same-day orthopedic surgery that we expect to commence by mid-2008.
With respect to the potential application for this product for breakthrough cancer pain, in 2007
we began patient enrollment in a multi-site trial. Also in 2007, we published in the international,
peer-reviewed journal <I>Acute Pain </I>results of our Phase 2 randomized, double-blind ,
placebo-controlled trial showing statistically significant superiority of intranasal ketamine over
placebo in a standard acute pain model (molar extraction). We are also continuing to perform
internal deliberations regarding the development of our PMI-150 product candidate in Europe.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Rylomine (intranasal morphine)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rylomine<SUP style="font-size: 85%; vertical-align: text-top"> </SUP>is in development in the U.S. and Europe for the treatment of acute
moderate-to-severe pain and breakthrough pain. Morphine, the active pharmaceutical ingredient in
Rylomine , is the analgesic standard to which all other opioids are usually compared, and has
potent effects upon the mu-opioid receptor that is found in many nerve cells with pain pathways.
When morphine binds to this receptor, it interferes with the transmission of pain signals from
nerve endings and across nerve pathways to the spinal cord and brain. The power of morphine to
reduce the level of physical distress places it among the most important naturally occurring
compounds. Morphine is a strong analgesic used for the relief of moderate-to-severe acute and
chronic pain, pre-operative sedation, and as a supplement to anesthesia. It is the drug of choice
for treating moderate-to-severe pain associated with, in part, surgical operations, myocardial
infarction and cancer. In addition, we have licensed a proprietary drug delivery technology, the
ChiSys Delivery Platform, that allows us to nasally deliver and to achieve therapeutic blood levels
of morphine in a predictable fashion that was previously unattainable when administered through the
nasal route.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In October&nbsp;2005, we announced that we had met our primary endpoint of a linear dose response
for pain relief over four hours in a Phase 2b study of Rylomine. In February&nbsp;2006, at the American
Academy of Pain Medicine annual meeting, we presented comprehensive results of this randomized,
double-blind, placebo- and comparator-controlled clinical trial comparing the safety and efficacy
of Rylomine to intravenous morphine. This study demonstrated that patients with moderate-to-severe
pain after orthopedic surgery who received Rylomine or intravenous morphine experienced
statistically significant pain relief over four hours compared to patients who received a placebo.
In April&nbsp;2006, we announced that we held our End-of-Phase 2 meeting with the FDA and in May&nbsp;2006,
we initiated the U.S. Rylomine Phase 3 clinical program. In June&nbsp;2007, we announced successful
top-line clinical results of the first of two Rylomine Phase 3 clinical trials in which two dose
regimens of Rylomine, intravenous morphine, or placebo were given to patients with acute pain after
orthopedic surgery. Pain scores, time to request rescue analgesic medication and the doses required
and other outcome measures were assessed and showed that Rylomine offered the same analgesic
benefits as IV morphine and that both IV and intranasal morphine provided significantly superior
analgesia than placebo. Because bone pain is often considered more resistant to morphine than is
soft-tissue pain (e.g., post-abdominal surgery), we believe that these successful results in the
more potentially challenging of our two Phase 3 pivotal trials are significant. We are also focused
on seeking regulatory and scientific advice from French regulatory experts and the European
Medicines Agency (&#147;EMEA&#148;). The results of the clinical trials along with feedback from the
regulatory agencies will determine the timing, extent and cost of the European Rylomine
development program and product filings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The proprietary technology used to develop all three of our product candidates is protected by
patent applications filed and/or issued patents both in the United States and in other countries.
During 2007, we received broad patent coverage for Dyloject in Europe, extending patent protection
there by approximately ten years, into 2024. Additionally, we have received a U.S. Patent covering
our PMI-150 formulation and a Canadian Patent covering devices for treating pain using PMI-150.
The U.S. Patent extends our patent protection into 2023 and the Canadian Patent extends our patent
protection into 2015. We have licensed the exclusive rights to develop and commercialize the
proprietary formulations of these product candidates. Since inception, we have been awarded over
$5.8&nbsp;million in competitive and peer-reviewed government funding, including contracts from the U.S.
Department of Defense and grants from the National Institutes of Health/National Cancer Institute.
In 2007, we received a Tibbetts Award from the SBIR program of the NIH/NCI that had provided
initial funding for our development of intranasal ketamine. We plan to present ongoing results from
all three of our clinical programs at the 12th World Congress on Pain in August&nbsp;2008 in Glasgow,
Scotland. This Congress is a triennial event held under the auspices of the International
Association for the Study of Pain, the leading international organization in the field.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>General</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal business office is located at 125 CambridgePark Drive, Cambridge, MA 02140, and
our telephone number at that address is (617)&nbsp;349-4500. Our corporate web site is
www.javelinpharmaceuticals.com. The information found on our web site is neither incorporated
herein by reference nor intended to be part of this prospectus, and should not be relied upon by
you when making a decision to invest in our securities.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are including the following cautionary statement in this prospectus 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&#146;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&#146;s
expectations, beliefs or projections will result or be achieved or accomplished. Any
forward-looking statement contained in this prospectus 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 any of our filings with the SEC that are incorporated by reference in
this prospectus. 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.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the specific risks set forth under the caption &#147;Risk Factors&#148; in
any of our filings with the SEC pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), incorporated by reference in this
prospectus, including, without limitation, the &#147;Risk Factors&#148; contained in Item&nbsp;1A of our Annual
Report on Form 10-K for the year ended December&nbsp;31, 2007, before making an investment decision. For
more information see &#147;Where You Can Find More Information.&#148;
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any portion of the proceeds from the sale of common stock by the selling
stockholders. We may receive proceeds of up to $13,787,123.76 if all the options are exercised and
no cashless-exercise procedure is used. We anticipate that any such proceeds will be utilized for
working capital and other general corporate purposes. We cannot estimate how many, if any, options
may be exercised for cash as a result of this offering.
</DIV>
 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are obligated to bear the expenses of the registration of the shares. We anticipate that
these expenses will be approximately $15,000.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>
 <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DESCRIPTION OF CAPITAL STOCK</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Set forth below is a description of our capital stock. The following description of our
capital stock is a summary and is subject to and qualified by the applicable provisions of our
certificate of incorporation, our bylaws and the relevant provisions of the law of the State of
Delaware.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
 <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Common Stock</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are currently authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share, of which 49,035,967 shares were outstanding as of March&nbsp;1, 2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of common stock are entitled to one vote for each share held of record on all
matters to be voted by stockholders. There is no cumulative voting with respect to the election of
directors with the result that the holders of more than 50% of the shares of common stock and other
voting shares voted for the election of directors can elect all of the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of shares of common stock are entitled to dividends when and as declared by the
board of directors from funds legally available therefor, and, upon liquidation are entitled to
share pro rata in any distribution to holders of common stock, subject to the right of holders of
outstanding preferred stock. No cash dividends have ever been declared by the board of directors
on our common stock. Holders of our common stock have no statutory preemptive rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are no conversion rights or redemption or sinking fund provisions with respect to our
common stock. All of the outstanding shares of common stock are, and all shares sold hereunder
will be, when issued upon payment therefor, duly authorized, validly issued, fully paid and
non-assessable.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Preferred Stock</B>
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are authorized to issue 5,000,000 shares of preferred stock, par value $.001 per share, of
which no shares were outstanding as of March&nbsp;1, 2008.
</DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may issue authorized preferred stock in one or more series having the rights, privileges,
and limitations, including voting rights, conversion rights, liquidation preferences, dividend
rights and redemption rights, as may, from time to time, be determined by the board of directors.
Preferred stock may be issued in the future in connection with acquisitions, financings, or other
matters, as the board of directors deems appropriate. In the event that we determine to issue any
shares of preferred stock, a certificate of designation containing the rights, privileges and
limitations of this series of preferred stock will be filed with the Secretary of State of the
State of Delaware. The effect of this preferred stock designation power is that our board of
directors alone, subject to Federal securities laws, applicable blue sky laws, and Delaware law,
may be able to authorize the issuance of preferred stock which could have the effect of delaying,
deferring, or preventing a change in control without further action by our stockholders, and may
adversely affect the voting and other rights of the holders of our common stock.
</DIV>
 <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Transfer Agent</B>
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;American Stock Transfer &#038; Trust Company, New York, New York, is the transfer agent for our
common stock.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
table and notes below describe, with respect to each Selling
Stockholder, as of March&nbsp;14, 2008: (a)&nbsp;the name of
the Selling Stockholder; (b)&nbsp;his or her relationship to us during the last three years; (c)&nbsp;the
number of shares of common stock he or she beneficially owned as of the date of this prospectus;
(d)&nbsp;the number of shares which he or she may offer pursuant to this prospectus; and (e)&nbsp;the amount
and the percentage of our common stock that would be owned by him or her after completion of this
offering, assuming he or she disposes of all of the shares being offered by him or her pursuant to
this prospectus. The information contained in this table and notes may be amended or supplemented
from time to time.
</DIV>


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</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">
 <DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="22%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Percentage</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000"><B>of Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Owned Prior</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Offered by</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Owned After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Owned After</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Relationship to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Selling</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Completion of the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Completion of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name of Seller</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Company</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>the Offering</B><SUP style="font-size: 85%; vertical-align: text-top"><B>1</B></SUP></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Stockholders</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>the Offering</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD align="left" valign="top">Douglas G. Watson (2)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Chairman of the&nbsp;Board</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">311,565 (11)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">306,565</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">5,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">Martin J. Driscoll (8)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Chief Executive
Officer and
Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">946,604 (17)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">946,604</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">-0-</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="left" valign="top">Daniel B. Carr, MD (3)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:0px; text-indent:0px">Chief Medical
Officer, Vice
Chairman of the
Board and Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">1,297,070 (12)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">1,289,070</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">8,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top" nowrap>Fred H. Mermelstein, Ph. D.(4)&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">President and Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">1,555,368 (13)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">1,003,052</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">552,316</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">1.2%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="left" valign="top">Stephen J. Tulipano (5)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Chief Financial Officer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">255,000 (14)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">255,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">-0-</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">David B. Bernstein (6)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">General Counsel&nbsp;and
Secretary</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">254,000 (15)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">253,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">1,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="left" valign="top">Jackie M. Clegg (7)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">205,921 (16)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">205,921</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">-0-</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">Peter D. Kiernan, III (19)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap>2,461,848 (20)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">50,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">2,411,848&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">4.9%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD align="left" valign="top">Neil W. Flanzraich (9)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">296,604 (21)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">96,604</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">200,000</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">Georg Nebgen (10)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3,343,310 (18)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">76,644</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">3,266,666</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">6.7%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Less than 1% based upon
49,047,367&nbsp;shares
outstanding as of March&nbsp;14, 2008.<BR>
&nbsp;</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Beneficial owner means any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise
has or shares: (i)&nbsp;voting power, which includes the power to vote, or
to direct the voting of, shares of our common stock; and/or (ii)
investment power, which includes the power to dispose, or to direct
the disposition of, shares of our common stock. While under SEC rules,
a person is also deemed to be a beneficial owner of a security if that
person has the right to acquire beneficial ownership of such security
at any time within 60&nbsp;days from the date of this prospectus (such
security a &#147;Presently Exercisable&#148; security), and the footnotes to
the table include shares underlying outstanding options that are to
vest more than 60&nbsp;days from the date hereof.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Watson has served as our Chairman of the Board since July&nbsp;2005,
and a director of IDDS since April&nbsp;2002, having been Chairman of the
Board of Intrac from December&nbsp;2004, when Intrac acquired IDDS, to
September&nbsp;2005, when Intrac migrated to Delaware by a merger into the
Company.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
<tr><td>                                                       </td></tr>
<tr><td>                                                        </td></tr>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Dr.&nbsp;Carr has served as our Chief Medical Officer and a director since
July&nbsp;2005, as our Vice Chairman of the Board since March&nbsp;3, 2008, and
as our Chief Executive Officer from July&nbsp;2005 until March&nbsp;3, 2008. Dr.
Carr has served as Chief Executive Officer of IDDS since July&nbsp;2005 and
Chief Medical Officer and a director of IDDS since September&nbsp;2004,
having been in similar positions with Intrac from July&nbsp;2005 and
December&nbsp;2004, respectively, to September&nbsp;2005.</TD>
</TR>
 <tr><td>                                                        </td></tr>
</TABLE>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Dr.&nbsp;Mermelstein has served as our President and a director since July
2005, and President and a director of IDDS from its inception in
February&nbsp;1998, and had served as Chief Executive Officer of IDDS from
July&nbsp;2003 to July&nbsp;2005, having been in similar positions with Intrac
from December&nbsp;2004 to September&nbsp;2005, and had served as Secretary
until April&nbsp;2006.</TD>
</TR><tr><td>                                                        </td></tr>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Tulipano has served as our Chief Financial Officer since May&nbsp;2006.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Bernstein has served as General Counsel and our Secretary since April&nbsp;2006.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>Ms.&nbsp;Clegg has served as a director since July&nbsp;2005, and a director of
IDDS since February&nbsp;2004, having been a director of Intrac from
December&nbsp;2004 to September&nbsp;2005.</TD>
</TR>

<tr><td>                                                       </td></tr>
<tr><td>                                                        </td></tr>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Driscoll has served as our Chief Executive Officer since March&nbsp;3,
2008 and as a director since June&nbsp;2006.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Flanzraich has served as a director since June&nbsp;2006.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
<tr><td>                                                       </td></tr>
<tr><td>                                                        </td></tr>

 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(10)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Nebgen has served as a director since December&nbsp;2006.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(11)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 246,565 shares obtainable upon exercise of Presently
Exercisable options and 60,000 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(12)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 1,044,070 shares obtainable upon exercise of Presently
Exercisable options and 245,000 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(13)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 861,386 shares obtainable upon exercise of Presently
Exercisable options and 141,666 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(14)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 115,000 shares obtainable upon exercise of Presently
Exercisable options and 140,000 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(15)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 114,334 shares obtainable upon exercise of Presently
Exercisable options and 138,666 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(16)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 165,921 shares obtainable upon exercise of Presently
Exercisable options and 40,000 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(17)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 66,604 shares obtainable upon exercise of Presently
Exercisable options and 880,000 shares obtainable upon exercise of
options that are not Presently Exercisable.</TD>
</TR>
 <tr><td>                                                        </td></tr>
</TABLE>


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<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(18)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (i)&nbsp;1,895,973 shares, owned of record by NGN Biomed
Opportunity I, L.P. and (ii)&nbsp;1,370,693 shares, owned of record by NGN
Biomed Opportunity I GmbH &#038; Co. Beteiligungs KG. The aggregate
number also includes 51,644 shares obtainable upon exercise of
Presently Exercisable options and 25,000 shares obtainable upon
exercise of options that are not Presently Exercisable, as reported
on a Schedule&nbsp;13G/A filed on February&nbsp;14, 2008. Dr.&nbsp;Nebgen is a
managing member of NGN Capital LLC (&#147;NGN Capital&#148;), which is the sole
general partner of NGN Biomed I, L.P. (&#147;NGN GP&#148;) and the managing
limited partner of NGN Biomed Opportunity I GmbH &#038; Co. Beteiliguns KG
(&#147;NGN Biomed I GMBH&#148;). NGN GP is the sole general partner of NGN
Biomed Opportunity I, L.P. Under the operating agreement for NGN
Capital, Dr.&nbsp;Nebgen is deemed to hold the reported securities for the
benefit of NGN Capital. NGN Capital may, therefore, be deemed the
indirect beneficial owner of the securities, and Dr.&nbsp;Nebgen may be
deemed the indirect beneficial owner through his indirect interest in
NGN Capital. Dr.&nbsp;Nebgen disclaims beneficial ownership of the
securities except to the extent of his pecuniary interest therein, if
any.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(19)</TD>
    <TD>&nbsp;</TD>
    <TD>Mr.&nbsp;Kiernan has served as a director since February&nbsp;2008.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(20)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 2,411,848 shares owned by Kiernan Ventures LLD (&#147;Ventures&#148;),
a limited liability company managed solely by Mr.&nbsp;Kiernan and owned
by Mr.&nbsp;Kiernan and his wife, and 50,000 shares obtainable upon
exercise of options that are not Presently Exercisable. Excludes
approximately 1,154,128 shares (the &#147;Sonostar Shares&#148;) beneficially
owned by Sonostar Capital Partners LLC (&#147;Sonostar&#148;), a private equity
fund managed solely by Mr.&nbsp;Kiernan&#146;s brother Mr.&nbsp;Gregory F. Kiernan,
who has sole voting and dispositive power with respect to the
Sonostar Shares. Ventures owns approximately 14.9% of the membership
interests in Sonostar. 171,965 of the Sonostar Shares, representing
the number of shares attributable to Ventures&#146; percentage interest in
Sonostar, were placed in a segregated account in the name of Ventures
after Peter Kiernan was appointed to the Board of Directors of
Javelin. For the duration of Peter Kiernan&#146;s serving as a director of
Javelin: (i)&nbsp;no Sonostar Shares held in the segregated account shall
be sold, pledged, hypothecated or otherwise disposed of by Sonostar;
and (ii)&nbsp;no future purchase or sales of our securities shall be
allocated to Ventures or taken from the segregated account. Neither
Peter Kiernan nor Ventures has voting or dispositive power with
respect to the Sonostar Shares, including, without limitation, the
Sonostar Shares held in the segregated account.</TD>
</TR>
 <tr><td>                                                        </td></tr>
<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>
 <tr><td>                                                       </td></tr>
<TR valign="top">
    <TD nowrap align="left">(21)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 66,604 shares obtainable upon exercise of presently
exercisable options and 30,000 shares obtainable upon exercise of
options not presently exercisable.</TD>
</TR>
<tr><td>                                                        </td></tr>
</TABLE>


  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders listed in the above table may have sold or transferred, in
transactions pursuant to this prospectus or exempt from the registration requirements of the
Securities Act, some or all of their Shares since the date on which the information in the above
table is presented. Information about the Selling Stockholders may change from time to time.
Information about other persons who may hereafter become Selling Stockholders will be set forth in
prospectus supplements or post-effective amendments, if required.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the Selling Stockholders may offer all or some of their common stock from time to
time, and none is obligated to sell any Shares, we cannot estimate the amount of the common stock
in the column &#147;Shares Being Offered&#148; in the above table that will be held by the Selling
Stockholders after this offering. Also, this prospectus does not include shares that may be
acquired upon exercise of options that we may grant to the Selling Stockholders in the future. The
shares issuable upon exercise of options granted in the future may subsequently be sold pursuant to
this prospectus, as supplemented to reflect the offering of such underlying shares for resale or in
transactions exempt from the registration requirements of the Securities Act. See &#147;Plan of
Distribution&#148; for further information.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>

  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders, which as used herein includes donees, pledgees, transferees or other
successors-in-interest selling shares of common stock or interests in shares of common stock
received after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell transfer or otherwise
dispose of any or all of their shares of common stock or interests in shares of common stock on the
American Stock Exchange or any other stock exchange market or trading facility on which the shares
are traded or in private transactions.
</DIV>
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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may use any one or more of the following methods when disposing of
shares or interests therein:
</DIV>




<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer as principal and resale by the broker-dealer for its account;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>exchange distribution in accordance with the rules of the American
Stock Exchange or another applicable exchange;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately-negotiated transactions;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>settlement of short sales effected after the date this registration statement was initially declared effective;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
and</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a combination of any such methods of sale.</TD>
</TR>
<tr><td>                                                        </td></tr>
</TABLE>
</DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time pledge or grant a security interest in some or
all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledge or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also may transfer the shares of common
stock in other circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.
</DIV>



  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the sale of our common stock or interests therein, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The aggregate proceeds to the selling stockholders from the sale of the common stock offered
by them will be the purchase price of the common stock less discounts or commissions, if any. Each
of the selling stockholders reserves the right to accept and, together with their agents from time
to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of
convertible securities by payment of cash, however, we will receive the exercise price of the
convertible securities.
</DIV>



 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule&nbsp;144 under the Securities Act, provided that they meet the
criteria and conform to the requirements of that rule.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any underwriters, broker-dealers or agents that participate in
the sale of the common stock or interests therein may be &#147;underwriters&#148; within the meaning of
Section&nbsp;2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on
any resale of the shares may be underwriting discounts and commissions under the Securities Act.
</DIV>


  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, the shares of our common stock to be sold, the names of the selling
stockholders, the respective purchase prices and public offering prices, the name of any agent,
dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
</DIV>



  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with the securities laws in some states, if applicable, the common stock
may be sold in these jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification requirements in available and
is complied with.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have advised the selling stockholders that the anti-manipulation rules of Regulation&nbsp;M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as
it may be supplemented or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements, if applicable, of the Securities Act.
The selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.

</DIV>
 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to indemnify the selling stockholders against liabilities, including
liabilities under the Securities Act and state securities laws, relating to the registration of the
shares offered by this prospectus.
</DIV>

<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements and management&#146;s annual report on internal control over
financial reporting incorporated by reference in
this prospectus and registration statement to the Annual Report on Form 10-K for the year ending
December&nbsp;31, 2007 have been audited by McGladrey &#038; Pullen, LLP, an independent registered public
accounting firm, as stated in their reports covering the periods stated therein and incorporated by reference herein, and are incorporated
in reliance upon such reports and upon the authority of such firm as experts in accounting and
auditing. The consolidated financial statements as of December&nbsp;31, 2005 and for each of the two
years in the period ended December&nbsp;31, 2005 and the cumulative period from February&nbsp;23, 1998
(inception)&nbsp;to December&nbsp;31, 2005 incorporated in this prospectus by reference to the Annual Report
on Form 10-K for the year ended December&nbsp;31, 2007 have been so incorporated in reliance on the
report (which contains an emphasis of a matter paragraph regarding our recurring losses and limited
capital resources as described in Note 2 to the financial statements) of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in accounting and auditing.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>




 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the Shares that may be sold using this prospectus will be passed upon for us
by Pryor Cashman LLP, New York, New York.
</DIV>
<DIV align="left">
<A name="110"></A>
</DIV>
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the reporting requirements of the Exchange Act, and in accordance with such
laws we file annual, quarterly and current reports and other information with the SEC. The SEC
maintains a website that contains annual, quarterly and current reports, proxy and information
statements and other information filed with the SEC. The SEC&#146;s website address is
<u>http://www.sec.gov</u>. You may also read and copy any document we file with the SEC at the SEC&#146;s
public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of its public reference room. The
information we file with the SEC and other information about us is also available on our website at
<u>http://www.javelinpharmaceuticals.com</u>. However, the
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">information on our website is not a part of,
nor is such information to be deemed incorporated by reference into, this prospectus.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a registration statement on Form&nbsp;S-8 (of which this prospectus is a
part) under the Securities Act, with respect to the securities offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration statement, certain
portions of which have been omitted as permitted by the rules and regulations of the SEC.
Statements contained in this prospectus as to the contents of any contract or other document are
not necessarily complete, and in each instance please see the copy of such contract or other
document filed as an exhibit to the registration statement, each such statement being qualified in
all respects by such reference and the exhibits and schedules thereto. For further information
regarding us and the securities offered by this prospectus, please refer to the registration
statement and such exhibits and schedules which may be obtained from the SEC at its principal
office in Washington,&nbsp;D.C. upon payment of the fees prescribed by the SEC, or from its web site.
</DIV>

<DIV align="left">
<A name="111&nbsp;"></A>
</DIV>

<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>
</DIV>




  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by us with the SEC are hereby incorporated by reference into
this prospectus:
</DIV>


 <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(1)&nbsp;our Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2007, filed with
the SEC on March&nbsp;14, 2008;
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(2)&nbsp;our current reports on Form 8-K, filed with the SEC on February&nbsp;7, 2008, February&nbsp;21,
2008, February&nbsp;26, 2008, March&nbsp;5, 2008 and March&nbsp;7, 2008;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(3)&nbsp;the
description of our common stock, par value $0.001 per share,
contained in our registration statement of Form 8-A filed on
July&nbsp;17, 2006 (File No. 001-32949), pursuant to Section 12(b) of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(4)&nbsp;all reports and other documents subsequently filed by us pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in this
prospectus and to be part hereof from the date of filing of such reports and other
documents.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by us pursuant to Sections&nbsp;13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), after the date
of this prospectus and prior to the termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such reports and other
documents. Unless expressly incorporated into this prospectus, a report furnished but not filed on
Form 8-K shall not be incorporated by reference into this prospectus. Any document, or any
statement contained in a document, incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a
document or statement contained herein, or in any other subsequently filed document that also is
deemed to be incorporated by reference herein, modifies or supersedes such document or statement.
Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus. Subject to the foregoing, all information appearing in
this prospectus is qualified in its entirety by the information appearing in the documents
incorporated by reference.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may obtain copies of these filings, at no cost, by writing or telephoning us at the
following address:
</DIV>
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt">Javelin Pharmaceuticals, Inc.<BR>
125 CambridgePark Drive<BR>
Cambridge, MA 02140<BR>
Attn: David B. Bernstein, Corporate Secretary<BR>
(617)&nbsp;349-4500
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>You should rely only on the information contained in or incorporated by reference into this
prospectus. We have not authorized any person to give any information or to make any
representations other than those contained or incorporated by reference in this prospectus, and, if
given or made, you must not rely upon such information or representations as having been
authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this prospectus or an offer to sell or
the solicitation to buy such securities in any circumstances in which such offer or solicitation is
unlawful. You should not assume that the information we have included in this prospectus is
accurate as of any date other than the date of this prospectus or that any information we have
incorporated by reference is accurate as of any date other than the date of the document
incorporated by reference regardless of the time of delivery of this prospectus or of any
securities registered hereunder.</B>
</DIV>
  <DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Javelin Pharmaceuticals, Inc.</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>4,482,460 Shares of Common Stock</B>

</DIV>
  <DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>March&nbsp;14, 2008</B>

</DIV>

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</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B><BR>
&nbsp;
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;<BR>
<B>Item&nbsp;3.</B>&nbsp; <B>Incorporation of Certain Documents by Reference.</B><BR>
&nbsp;

</DIV>


 <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">The following documents filed by us with the SEC are hereby incorporated by reference into
this registration statement:
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(1)&nbsp;our Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2007, filed with
the SEC on March&nbsp;14, 2008;
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(2)&nbsp;our current reports on Form 8-K, filed with the SEC on February&nbsp;7, 2008, February&nbsp;21,
2008, February&nbsp;26, 2008, March&nbsp;5, 2008 and March&nbsp;7, 2008;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(3)&nbsp;the
description of our common stock, par value $0.001 per share, contained
in our registration statement on Form 8-A filed on July&nbsp;17, 2006
(File No. 001-32949), pursuant to Section 12(b) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(4)&nbsp;all reports and other documents subsequently filed by us pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in this
prospectus and to be part hereof from the date of filing of such reports and other
documents.
</DIV>


 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by us pursuant to Sections&nbsp;13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), after the date
of this registration statement and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing of such reports
and other documents. Unless expressly incorporated into this registration statement, a report
furnished but not filed on Form 8-K shall not be incorporated by reference into this registration
statement. Any document, or any statement contained in a document, incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a document or statement contained herein, or in any other
subsequently filed document that also is deemed to be incorporated by reference herein, modifies or
supersedes such document or statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement. Subject
to the foregoing, all information appearing in this registration statement is qualified in its
entirety by the information appearing in the documents incorporated by reference.
</DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;4.</B>&nbsp; <B>Description of Securities.</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;<BR>
<B>Item&nbsp;5.</B>&nbsp; <B>Interests of Named Experts and Counsel.</B><BR>


</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6.</B>&nbsp; <B>Indemnification of Directors and Officers.</B>
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law (the &#147;DGCL&#148;) provides that a corporation
may indemnify directors and officers as well as other employees and individuals against expenses
(including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or completed actions,
suits or proceedings in which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the corporation. Section&nbsp;145 of the DGCL also
provides that expenses (including attorneys&#146; fees) incurred by a director or officer in defending
an action may be paid by a corporation in advance of the final disposition of an action if the
director or officer undertakes to repay the advanced amounts if it is determined such person is not
entitled to be indemnified by the corporation. The DGCL provides that Section&nbsp;145 is not exclusive
of other rights to which those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. Article&nbsp;Eighth of our Certificate of
Incorporation and Article&nbsp;V of our By-Laws state that we shall provide the indemnification set
forth above.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i)&nbsp;for any breach of the director&#146;s duty of loyalty to the corporation or its
stockholders, (ii)&nbsp;for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii)&nbsp;for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or (iv)&nbsp;for any transaction from which the
director derived an improper personal benefit. Such a provision, which also eliminates directors&#146;
personal liability to the full extent permitted under the DGCL, as the same exists or may hereafter
be amended, is included as Article&nbsp;Sixth of our Certificate of Incorporation.
</DIV>
 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have also entered into agreements to indemnify certain of our directors, in addition to the
indemnification provided for in our Certificate of Incorporation, our By-Laws and the DGCL (the
&#147;Indemnification Agreements&#148;). We believe that the Indemnification Agreements are necessary to
attract and retain qualified directors. Pursuant to the Indemnification Agreements, to the maximum
extent permitted by applicable law, an indemnitee will be entitled to indemnification for any
amount or expense which the indemnitee actually and reasonably incurs as a result of or in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, preparing
to be a witness, or otherwise participating in any threatened, pending or completed claim, suit,
arbitration, inquiry or other proceeding (a &#147;Proceeding&#148;) in which the indemnitee is threatened to
be made or is made a party or participant as a result of his or her position with our company,
provided that the indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to our best interests and, in the case of a criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. If the Proceeding is brought by or in
the right of our company, the Indemnification Agreement provides that no indemnification against
expenses shall be made in respect of any claim, issue or matter in the Proceeding as to which the
indemnitee shall have been adjudged liable to us.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also maintain a policy of directors and officers liability insurance covering certain
liabilities incurred by our directors and officers in connection with the performance of their
duties.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act is permitted for
our directors, officers or controlling persons, pursuant to the above mentioned statutes or
otherwise, we understand that the SEC is of the opinion that such indemnification may contravene
federal public policy, as expressed in the Securities Act, and therefore, is unenforceable.
Accordingly, in the event that a claim for such indemnification is asserted by any of our
directors, officers or controlling persons, and the SEC is still of the same opinion, we (except
insofar as such claim seeks reimbursement from us of expenses paid or incurred by a director,
officer of controlling person in successful defense of any action, suit or proceeding) will, unless
the matter has theretofore been adjudicated by precedent deemed by our counsel to be controlling,
submit to a court of appropriate jurisdiction the question whether or not indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
</DIV>

 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At present, there is no pending litigation or proceeding involving any of our directors,
officers or employees as to which indemnification is sought, nor are we aware of any threatened
litigation or proceeding that may result in claims for indemnification.
</DIV>
  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;<BR>
<B>Item&nbsp;7.</B>&nbsp; <B>Exemption from Registration Claimed.</B><BR>


</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
 <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;<BR>
<B>Item&nbsp;8.</B>&nbsp; <B>Exhibits.</B><BR>


</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a list of exhibits filed as a part of this Registration Statement which are
incorporated herein:
&nbsp;
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
 <DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 0px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of Javelin Pharmaceuticals, Inc. (filed as Exhibit&nbsp;3.1
to our Current Report on Form&nbsp;8-K, filed September&nbsp;9, 2005, and incorporated herein
by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Amendment to the Certificate of Incorporation of Javelin
Pharmaceuticals, Inc. (filed as Exhibit&nbsp;3(i) to our Current Report on Form&nbsp;8-K, filed
July&nbsp;25, 2006, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of Javelin (filed as Exhibit&nbsp;3.1 to our Current Report on
Form&nbsp;8-K, filed August&nbsp;1, 2007, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the Amended and Restated Bylaws of Javelin (filed as Exhibit&nbsp;3.1
to our Current Report on Form&nbsp;8-K, filed December&nbsp;18, 2007, and incorporated herein
by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Certificate (filed as Exhibit&nbsp;4.1 to our Registration Statement
on Form&nbsp;S-3 (No.&nbsp;333-140481), filed February&nbsp;6, 2007, and incorporated herein by
reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2004 Omnibus Stock Incentive Plan (filed as Exhibit&nbsp;4.1 to our Current Report on Form
8-K, filed December&nbsp;10, 2004, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Purchase Warrant, dated November&nbsp;5, 2004, issued by IDDS as part
of bridge financing (filed as Exhibit&nbsp;4.3 to our registration statement on Form&nbsp;SB-2,
filed January&nbsp;20, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Placement Agent Warrant Agreement, dated December&nbsp;6, 2004, issued by IDDS (filed as
Exhibit&nbsp;4.4 to our registration statement on Form&nbsp;SB-2, filed January&nbsp;20, 2005, and
incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Purchase Warrant (filed as Exhibit&nbsp;4.1 to our Current Report on
Form&nbsp;8-K, filed November&nbsp;10, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Placement Agent Warrants (filed as Exhibit&nbsp;4.2 to our Current Report on Form
8-K, filed November&nbsp;10, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;7, 2005, issued by us to Aurora
Capital LLC (filed as Exhibit&nbsp;4.6 to our Annual Report on Form&nbsp;10-K for the fiscal
year ended December&nbsp;31, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;7, 2005, issued by us to The Investor
Relations Group, Inc. (filed as Exhibit&nbsp;4.7.1 to our Annual Report on Form&nbsp;10-K for
the fiscal year ended December&nbsp;31, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;30, 2005, issued by us to The Investor
Relations Group, Inc. (filed as Exhibit&nbsp;4.7.2 to our Annual Report on Form&nbsp;10-K for
the fiscal year ended December&nbsp;31, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;7, 2005, issued by us to Two River
Group Holding, LLC (filed as Exhibit&nbsp;4.8 to our Annual Report on Form&nbsp;10-K for the
fiscal year ended December&nbsp;31, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated 2005 Omnibus Stock Incentive Plan.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2007 Employee Stock Purchase Plan (filed as Appendix&nbsp;A to our Definitive Proxy
Statement on Schedule&nbsp;14A, filed May&nbsp;31, 2007, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Pryor Cashman LLP.*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-3 <!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
 <DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 0px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of McGladrey &#038; Pullen, LLP, independent registered public accounting firm.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Pryor Cashman LLP (included in Exhibit&nbsp;5.1).*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD colspan="3">*&nbsp; Filed herewith.
&nbsp;</TD>
</TR>

</TABLE>

 <DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.</B>&nbsp;<B>Undertakings.</B>
&nbsp;
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>




<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
&nbsp;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3)&nbsp;of the Securities
Act of 1933, as amended (the &#147;Act&#148;);
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule&nbsp;424(b)&nbsp;(&#167;230.424(b)&nbsp;of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the
effective registration statement;
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, however, that paragraphs (a)(1)(i)&nbsp;and (a)(1)(ii)&nbsp;shall not apply to
information contained in periodic reports filed by the Registrant pursuant to Section&nbsp;13 or
Section&nbsp;15(d)&nbsp;of the Exchange Act that are incorporated by reference in this Registration
Statement.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
&nbsp;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant&#146;s annual report pursuant to
Section&nbsp;13(a)&nbsp;or Section&nbsp;15(d)&nbsp;of the Exchange Act (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section&nbsp;15(d)&nbsp;of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c)&nbsp;Insofar as indemnification for liabilities arising under the Act of may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.&nbsp; In the event that a claim for
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-4<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-5 <!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>




  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, State of Massachusetts, on this 14<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of
March, 2008.

</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>JAVELIN PHARMACEUTICALS, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<tr><td>                                                       </td></tr>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Martin J. Driscoll
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;                     Martin J. Driscoll&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;                     Chief Executive Officer


&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<tr><td>                                                        </td></tr>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B><BR>
&nbsp;
</DIV>


  <DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That each of the undersigned appoints Martin J. Driscoll and Stephen J. Tulipano as his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign this registration statement, including all pre and post-effective amendments and related registration statements, and to file same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do separately and perform each and every
act requisite and necessary to be done, as fully to all intents and purposes as he might or could
so in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
&nbsp;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
</DIV>

 <DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="27%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Martin J. Driscoll
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Martin J. Driscoll
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer and
Director (Principal Executive
Officer)
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top">March&nbsp;14, 2008
</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Daniel B. Carr
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Daniel B. Carr
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Medical Officer, Vice
Chairman of the Board and
Director
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008
&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Stephen J. Tulipano
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Stephen J. Tulipano
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Fred H. Mermelstein
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Fred H. Mermelstein
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Director
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Douglas G. Watson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">
Douglas G. Watson
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jackie M. Clegg
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Jackie M. Clegg
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director<BR>
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Peter D. Kiernan, III
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Peter D. Kiernan, III
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director<BR>
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Neil W. Flanzraich
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Neil W. Flanzraich
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director<BR>
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Georg Nebgen
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Georg Nebgen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director<BR>
&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;14, 2008</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>




<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INDEX TO EXHIBITS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a list of exhibits filed as part of this Registration Statement:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<tr><td>                                                       </td></tr>

<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 0px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of Javelin Pharmaceuticals, Inc. (filed as Exhibit&nbsp;3.1
to our Current Report on Form&nbsp;8-K, filed September&nbsp;9, 2005, and incorporated herein
by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Amendment to the Certificate of Incorporation of Javelin
Pharmaceuticals, Inc. (filed as Exhibit&nbsp;3(i) to our Current Report on Form&nbsp;8-K, filed
July&nbsp;25, 2006, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of Javelin (filed as Exhibit&nbsp;3.1 to our Current Report on
Form&nbsp;8-K, filed August&nbsp;1, 2007, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the Amended and Restated Bylaws of Javelin (filed as Exhibit&nbsp;3.1
to our Current Report on Form
8-K, filed December&nbsp;18, 2007, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Certificate (filed as Exhibit&nbsp;4.1 to our Registration Statement
on Form&nbsp;S-3 (No.&nbsp;333-140481), filed February&nbsp;6, 2007, and incorporated herein by
reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2004 Omnibus Stock Incentive Plan (filed as Exhibit&nbsp;4.1 to our Current Report on Form
8-K, filed December&nbsp;10, 2004, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Purchase Warrant, dated November&nbsp;5, 2004, issued by IDDS as part
of bridge financing (filed as Exhibit&nbsp;4.3 to our registration statement on Form&nbsp;SB-2,
filed January&nbsp;20, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Placement Agent Warrant Agreement, dated December&nbsp;6, 2004, issued by IDDS (filed as
Exhibit&nbsp;4.4 to our registration statement on Form&nbsp;SB-2, filed January&nbsp;20, 2005, and
incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Purchase Warrant (filed as Exhibit&nbsp;4.1 to our Current Report on
Form&nbsp;8-K, filed November&nbsp;10, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Placement Agent Warrants (filed as Exhibit&nbsp;4.2 to our Current Report on Form
8-K, filed November&nbsp;10, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;7, 2005, issued by our company to
Aurora Capital LLC (filed as Exhibit&nbsp;4.6 to our Annual Report on Form&nbsp;10-K for the
fiscal year ended December&nbsp;31, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;7, 2005, issued by our company to The
Investor Relations Group, Inc. (filed as Exhibit&nbsp;4.7.1 to our Annual Report on Form
10-K for the fiscal year ended December&nbsp;31, 2005, and incorporated herein by
reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;30, 2005, issued by our company to The
Investor Relations Group, Inc. (filed as Exhibit&nbsp;4.7.2 to our Annual Report on Form
10-K for the fiscal year ended December&nbsp;31, 2005, and incorporated herein by
reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant, dated September&nbsp;7, 2005, issued by our company to Two
River Group Holding, LLC (filed as Exhibit&nbsp;4.8 to our Annual Report on Form&nbsp;10-K for
the fiscal year ended December&nbsp;31, 2005, and incorporated herein by reference).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated 2005 Omnibus Stock Incentive Plan.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2007 Employee Stock Purchase Plan (filed as Appendix&nbsp;A to our Definitive Proxy
Statement on Schedule&nbsp;14A, filed May&nbsp;31, 2007, and incorporated herein by reference).</TD>
</TR>
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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
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<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 0px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Pryor Cashman LLP.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of McGladrey &#038; Pullen, LLP, independent registered public accounting firm.*</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Pryor Cashman LLP (included in Exhibit&nbsp;5.1).*</TD>
</TR>
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</DIV>


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    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
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<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

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</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "y51356sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 167532}]
{"company-data": {"conformed-name": "JAVELIN PHARMACEUTICALS, INC", "cik": "0000050710", "assigned-sic": "2834", "irs-number": "880471759", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149715", "film-number": "08689076"}, "business-address": {"street1": "125 CAMBRIDGEPARK DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02140", "phone": "617-349-4500"}, "mail-address": {"street1": "125 CAMBRIDGEPARK DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02140"}, "former-company": {"former-conformed-name": "INTRAC INC", "date-changed": "20010313"}}
S-8
Table of Contents
As
Filed with the Securities and Exchange Commission on March 14,
2008
Registration
No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
AND POST-EFFECTIVE AMENDMENT NO. 2
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
JAVELIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
88-0471759
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
125 Cambridge Park Drive
Cambridge, MA 02140
(Address of Principal Executive Offices) (Zip Code)
Stock Option Agreements
2005 Omnibus Stock Incentive Plan
(Full title of the plan)
David B. Bernstein
Copy to:
General Counsel and Secretary
Javelin Pharmaceuticals, Inc.
125 CambridgePark Drive
Cambridge, MA 02140
(617) 349-4500
Richard S. Frazer, Esq.
Pryor Cashman LLP
410 Park Avenue
New York, NY 10022
(212) 326-0416
(Name, address, telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title Of Securities
Amount to be
offering price per
aggregate offering
Amount of
To Be Registered
registered(1)
share
price
Registration Fee
Common Stock $.001 par value
10,185,299
(2)
$
2.90
(3)
$
29,537,367.10
$
3,070.74
(4)
Total
10,185,299
$
29,537,367.10
$
3,070.74
(1)
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This registration
statement also shall cover any additional securities to be offered or issued as a result of a stock split, stock dividend or similar
transactions.
(2)
Pursuant to Rule 429(b) under the Securities Act, the 10,185,299 shares of common stock being registered hereunder includes 6,185,299 shares of common stock that were previously registered on a registration statement on Form S-8
(File No. 333-129203) filed by the Company with the Securities
and Exchange Commission (the "SEC") on October 24,
2005 (the "Initial Registration Statement"), and 2,500,000
shares of common stock that were registered on post-effective
amendment no. 1 to the Initial Registration Statement filed with
the SEC on October 5, 2006. Accordingly, this registration
statement also constitutes post-effective amendment no. 2 to the
Initial Registration Statement.
(3)
Estimated solely for the purpose of calculating the registration fee
as determined in accordance with Rule 457(c) and (h) under the
Securities Act (based on the closing price per share of the common
stock as reported on the American Stock Exchange as of March 7, 2008).
(4)
Pursuant to General Instruction E of Form S-8, a registration
fee of $170.96 is being paid with respect to the 1,500,000 additional
shares of common stock issuable under the 2005 Omnibus Stock
Incentive Plan being registered on this registration statement,
calculated in accordance with Rule 457(o) under the Securities
Act. A registration fee of $2,022.28 was previously paid on
October 24, 2005 in connection with the filing of the Initial
Registration Statement relating to 6,185,299 shares of common stock,
and a registration fee of $877.50 was previously paid on
October 5, 2006 in connection with the filing of post-effective
amendment no. 1 to the Initial Registration Statement relating
to 2,500,000 shares of common stock.
Proposed sales to take place as soon as possible after the effective date of the Registration
Statement as options granted under the Plan and the Agreements are exercised.
Table of Contents
EXPLANATORY NOTE
Javelin Pharmaceuticals, Inc. (the "Company") previously registered 8,685,299 shares of common
stock, par value $.001 per share (the "Common Stock"), for issuance upon the exercise of options,
including 7,500,000 shares underlying the Company's 2005 Omnibus Stock Incentive Plan, as amended
(the "2005 Plan"). The registration of such shares was filed on a Form S-8 Registration Statement
filed with the Securities and Exchange Commission (the "SEC") on October 24, 2005, file number
333-129203 (the "Initial Registration Statement"), in accordance with the Securities Act of 1933,
as amended (the "Securities Act"), and a post-effective amendment No. 1 to the Initial Registration
Statement filed with the SEC on October 5, 2006. On May 23, 2007, the Company's Board of Directors
approved an amendment to the 2005 Plan increasing the number of shares available for awards
thereunder by 1,500,000 shares to 9,000,000 shares, subject to stockholder approval. On June 26,
2007, at the 2007 Annual Meeting of Stockholders, the stockholders authorized the amendment to the
2005 Plan. This registration
statement is being filed to register the additional 1,500,000 shares
of Common Stock. Accordingly, pursuant to General Instruction E
of Form S-8, the contents of Part I of the Initial Registration
Statement are incorporated herein by reference. Moreover, pursuant to Rule 429(b) under the Securities
Act, this registration statement, which is a new registration
statement, also constitutes post-effective amendment no. 2 to
the Initial Registration Statement.
This
registration statement also includes a
prospectus (the "Reoffer Prospectus") prepared in accordance with General Instruction C of Form S-8
and in accordance with the requirements of Part I of Form S-3.
Pursuant to Rule 429(a), the Reoffer Prospectus is a combined
prospectus which also relates to 6,185,299 shares of Common Stock
registered on the Initial Registration Statement and 2,500,000 shares
of Common Stock registered on post-effective amendment no. 1 to the
Initial Registration Statement. This Reoffer Prospectus may be used
for reofferings and resales of shares of Common Stock which may be deemed to be "control
securities" under the Securities Act and the rules and regulations promulgated thereunder that have
been acquired by certain officers and directors of the Company, being the Selling Stockholders
identified in the Reoffer Prospectus. The number of shares of Common Stock included in the Reoffer
Prospectus represents the total number of shares of Common Stock that may be acquired by the
Selling Stockholders upon exercise of options previously granted to them under the 2005 Plan and
Stock Option Agreements, and does not necessarily represent a present intention to sell any or all
such shares of Common Stock.
Table of Contents
REOFFER PROSPECTUS
JAVELIN PHARMACEUTICALS, INC.
4,482,460 shares of Common Stock
This
reoffer prospectus is a combined prospectus that is being used for the offering and sale of up to an aggregate of 4,482,460
shares (the "Shares") of our common stock that may be issued to certain of our officers and
directors (the "Selling Stockholders") upon their exercise of options granted to them under our
2005 Omnibus Stock Incentive Plan (the "2005 Plan") and underlying certain Stock Option Agreements
previously entered into with them.
The Selling Stockholders, or their permitted transferees, who are listed in the section of
this prospectus entitled "Selling Stockholders," may offer any or all of the Shares owned by them
that are covered by this prospectus for resale from time to time. We will not receive any proceeds
from the sale of the Shares, however, we will receive the proceeds, if any, from the exercise of
the options and original issue of the Shares. We will pay all of the expenses associated with this
prospectus. The Selling Stockholders will pay the other costs, such as brokerage commissions, if
any, associated with the sale of the Shares.
The Shares that are issuable to the Selling Stockholders may be "restricted securities" under
the Securities Act of 1933, as amended (the "Securities Act"), before their sale under this
prospectus. We have prepared this prospectus for the sole purpose of registering the Shares under
the Securities Act in order to allow them to offer and sell the Shares to the public, subject to
any contractual limitations or legal restrictions.
Our common stock is currently listed on the American Stock Exchange under the symbol JAV. On
March 7, 2008, the closing price for our common stock was $2.90. You are urged to obtain current
market quotations for our common stock before purchasing any of the Shares being offered for sale
pursuant to this prospectus.
An investment in our securities involves risks. You should carefully read and consider the
risk factors disclosed in any of our filings with the Securities and Exchange Commission (the
"SEC") that are incorporated by reference in this prospectus, including, without limitation, the
risk factors contained in Item 1A of our Annual Report on
Form 10-K
for the year ended December 31,
2007, before making a decision to purchase our securities.
Our mailing address and telephone number are:
125 CambridgePark Drive
Cambridge, MA 02140
(617) 349-4500
Neither the SEC nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is March 14, 2008
TABLE OF CONTENTS
Page
THE COMPANY
1
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
5
RISK FACTORS
5
USE OF PROCEEDS
5
DESCRIPTION OF CAPITAL STOCK
5
SELLING STOCKHOLDERS
6
PLAN OF DISTRIBUTION
9
EXPERTS
11
LEGAL MATTERS
11
WHERE YOU CAN FIND MORE INFORMATION
11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
12
EX-4.11: AMENDED AND RESTATED 2005 OMNIBUS STOCK INCENTIVE PLAN
EX-5.1: OPINION OF PRYOR CASHMAN LLP
EX-23.1: CONSENT OF PRICE WATERHOUSECOOPERS LLP
EX-23.2: CONSENT OF MCGLADREY & PULLEN, LLP
You should rely only on the information contained in or incorporated by reference into this
prospectus or any prospectus supplement. We have not authorized any person to give any information
or to make any representations other than those contained or incorporated by reference in this
prospectus, and, if given or made, you must not rely upon such information or representations as
having been authorized. This prospectus does not constitute an offer to sell or the solicitation of
an offer to buy any securities other than our shares of common stock and warrants described in this
prospectus or an offer to sell or the solicitation to buy such securities in any circumstances in
which such offer or solicitation is unlawful. You should not assume that the information we have
included in this prospectus is accurate as of any date other than the date of this prospectus or
that any information we have incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference regardless of the time of delivery of this
prospectus or of any securities registered hereunder.
i
Table of Contents
Unless the context otherwise requires, all references in this prospectus to "Javelin,"
"Company," "registrant," "we," "us" or "our" include Javelin Pharmaceuticals, Inc., a Delaware
corporation, and any subsidiaries or other entities controlled by us. All references in this
prospectus to "common stock" refer to our common stock, par value $0.001 per share.
THE COMPANY
Background
Javelin Pharmaceuticals, Inc. was incorporated in July 2005 in the State of Delaware by
Intrac, Inc., a Nevada corporation ("Intrac"), for the purpose of migrating the Intrac corporate
entity to Delaware. The migratory merger became effective in September 2005. In December 2004,
Innovative Drug Delivery Systems, Inc. ("IDDS"), then a private operating corporation, merged with
Intrac, then a public reporting "shell" company, for the purpose of conducting the IDDS operations
in a public entity. Intrac had been formed in September 2000 and had no active business operations
between 2001 and December 2004. Following the Intrac-IDDS merger, the IDDS operations became the
business of Intrac, and certain of the executive officers and directors of IDDS became our
executive officers and directors. As a result of the migratory merger, IDDS became a wholly-owned
subsidiary of Javelin. In July 2006, our common stock was listed on the American Stock Exchange.
The shares of common stock described in this report give effect to the Intrac-IDDS merger and the
migratory merger.
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. We are developing and have begun to market
simple and user-friendly products, involving new modes and routes of delivery for drugs optimized
for relieving moderate-to-severe pain. In doing so, we intend to offer novel proprietary products
that in some cases can be administered in a less invasive, more convenient manner and generally
should offer either improved safety or efficacy, or both, as compared to currently marketed
formulations. In addition, the product choices currently available for the treatment of
moderate-to-severe pain are limited in the doses that may be given due to side effects, including
cardiovascular depression, tolerance and addiction, respiratory depression, constipation, sedation
and general diminution of quality of life. Our product candidates are focused on treating a
variety of pain disorders ranging from acute and episodic moderate-to-severe pain associated with
breakthrough cancer pain, post-operative pain, post-trauma pain such as orthopedic injury pain,
procedural pain and burn pain. We believe that our products, assuming regulatory approvals, will
offer patients and the medical community significant benefits and alternatives to the prescription
pain medications available to pain sufferers today.
Our plan of clinical operations for the next 12 months involves conducting the necessary
research and development to further advance our product — Dyloject™ (injectable diclofenac) – and
our two product candidates — PMI-150 (intranasal ketamine) and Rylomine™ (intranasal morphine) -
along the drug development and regulatory approval process. The existing formulations of these
parent drugs, including oral diclofenac, injectable ketamine, and oral and injectable morphine,
are well-known prescription medications with well-documented profiles of safety, efficacy and
cost-effectiveness.
Our development program is designed to support global product registration, although special
emphasis is placed upon U.S. and European filings for drug approval and product registration. In
October 2007, Dyloject was approved for marketing in the U.K., and we received pricing for this
approved product in November 2007. The product is beginning to enter formularies in the U.K., and
we have initiated filings for marketing approval in certain other European countries via the Mutual
Recognition Process. Currently, Rylomine, Dyloject and PMI-150 have completed the Phase 2 product
development stage based upon the U.S. regulatory classification. Rylomine and Dyloject have
successfully completed Phase 3 trials in 2007, and in each case await results from a single Phase 3
efficacy trial necessary before filing a New Drug Application ("NDA"). Similarly, we presently
anticipate that only one multi-dose Phase 3 efficacy trial will be needed prior to submission of
the NDA for PMI-150. Over the coming year, development activity will focus on fulfilling the
manufacturing requirements and generating the necessary preclinical and clinical data to support
the submission packages outlined at our End-of-Phase 2 meetings at the U.S. Food and Drug
Administration ("FDA") for Rylomine and Dyloject in the first half of 2006, our pre-Phase 3 FDA
meeting for PMI-150 in January 2007, and our pre-NDA FDA meeting for PMI-150 in November 2007.
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All three of our product candidates are in late stage development as shown below:
Product candidate
Indication
Development stage
Dyloject
Post-operative pain
Phase 3 (U.S.)
(injectable diclofenac)
Post-operative pain,
anti-inflammatory
MHRA Pricing
Approval Received
(U.K.)
Mutual Recognition
Process (other
European Union
countries)
PMI-150
Acute pain
Phase 3 (U.S.)
(intranasal ketamine)
Rylomine
Acute moderate-to-severe pain
Phase 3 (U.S.)
(intranasal morphine)
Dyloject (diclofenac sodium injectable
)
Dyloject is an injectable formulation of diclofenac. Diclofenac is a prescription nonsteroidal
anti-inflammatory drug ("NSAID") that is widely prescribed to treat post-operative pain due to its
combination of effectiveness and tolerability. There still exists an underserved medical need for a
safe and effective injectable NSAID in the hospital setting. For example, ketorolac tromethamine is
an injectable NSAID that had significant sales prior to the FDA's imposing a black box warning
limiting the combined duration of intravenous plus oral use to five days because of the risk of
serious adverse events. Similar adverse events, including mortality, led to it being taken off the
market in France and Germany. Oral diclofenac (marketed as Voltaren
®
) can be used safely
in excess of five days and has a safety profile that is considered superior to oral ketorolac.
Diclofenac is currently approved for use in the U.S. in a variety of oral formulations as well as a
topical and ophthalmic formulation. An injectable formulation of diclofenac (Voltarol
®
)
is commercially available in Europe, but has significant drawbacks, including the need to
buffer and dilute it at the pharmacy and a lengthy infusion period (over thirty minutes). The
development of injectable formulations of diclofenac has been limited by its poor solubility. We
believe that the proprietary formulation of injectable diclofenac that we are developing has the
potential to overcome these issues and to provide an effective and safe treatment of
moderate-to-severe acute pain.
In July 2005, we announced that we had met our primary endpoint in the pivotal European Phase
2/3 study for Dyloject. In September 2005, at the European Society of Regional Anaesthesia and Pain
Therapy annual meeting, we presented comprehensive results of this randomized, double-blind,
placebo- and comparator-controlled Phase 2/3 pivotal clinical trial comparing the safety, efficacy
and therapeutic equivalency of Dyloject to Voltarol
®
. The Marketing Authorization
Application ("MAA") submission for approval to sell Dyloject in Europe was filed in September 2005,
and was accepted for review in October 2005. In October 2007, we announced that we received
marketing authorization approval in the United Kingdom for Dyloject. In November 2007, we received
pricing approval for Dyloject from the U.K. Department of Health Pharmaceutical Price Regulation
Scheme, as well as notification of our first U.K. hospital formulary approval. As of February 1,
2008, Dyloject has generated orders from 26 different U.K. hospitals, with 10 reordering product.
Now that we have entered the commercial phase of Dyloject in the U.K., we anticipate announcing
attendant revenues with respect to the first quarter of 2008. We continue to take the necessary
steps to facilitate mutual recognition of Dyloject in, and a subsequent product launch, including
distribution, marketing and sales activities, in Germany and certain other European countries. We
intend to file additional marketing applications through the mutual recognition process in a number
of European Union ("EU") member countries during the second half of 2008. There can be no
assurance as to whether or when such applications in the remaining European countries will be
approved. The U.S. development program for Dyloject has required additional studies beyond those
sufficient for European MAA because no injectable diclofenac product has yet been marketed in the
U.S.
In January 2006, we announced that we had met our primary endpoint of a linear dose response
for pain relief over six hours in a Phase 2b U.S. study of Dyloject. The preliminary results of
this randomized, double-blind, placebo- and comparator-controlled clinical trial comparing the
safety and efficacy of Dyloject
to intravenous
2
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ketorolac demonstrated that patients with moderate-to-severe pain after oral surgery who
received Dyloject
or intravenous ketorolac experienced statistically significant pain
relief over six hours compared to patients who received a placebo. In addition, approximately five
minutes after intravenous injection, Dyloject
demonstrated superior onset of pain relief
compared to ketorolac as measured by statistically significant reductions in pain intensity and
pain relief using both the VAS and categorical scales. In September 2006, we announced at "Europe
Against Pain," the annual meeting of EFIC (the European Federation of Chapters of the International
Association for the Study of Pain) that the minimally effective dose of Dyloject
in this
study was 3.75mg, which is an unexpectedly low dose and novel finding. To achieve analgesia with
lower doses of injectable diclofenac than was previously understood to be necessary offers the
potential to reduce dose-related adverse affects with substantially equivalent analgesia. Moreover,
although this study was designed to measure analgesic outcomes rather than differentiation of side
effects between treatment groups, we did observe half the incidence of surgical site bleeding in
patients given Dyloject compared to those given ketorolac. In May 2006, we commenced enrolling
patients in a larger post-operative pain study in fulfillment of completing two Phase 3 studies for
Dyloject necessary for filing the U.S. New Drug Application ("NDA"). In December 2007, we
announced successful top-line results from the first of these two Phase 3 studies, and also
announced that patient enrollment in the second of these two studies had commenced. We anticipate
completion of patient enrollment in this second Phase 3 study by mid-2008 and submission of the NDA
for Dyloject in the first half of 2009. Most recently, we announced in January 2008 that our Phase
1 study of the effects upon platelet function of administering Dyloject at therapeutically relevant
doses showed minimal, albeit detectable, effects. The effects of Dyloject as well as oral immediate
release diclofenac, at their maximum, only reached the upper range of normal in contrast to the
effects of ketorolac or aspirin. Both of the latter drugs produced dramatic, highly significant
interference with platelet aggregation. These results addressed the potential that NSAIDs have upon
surgical site bleeding and confirmed earlier literature showing superiority of diclofenac over
ketorolac with respect to this important safety consideration.
PMI-150 (intranasal ketamine)
PMI-150, a proprietary nasal formulation of ketamine, is currently under development by us for
treatment of acute moderate-to-severe pain, including breakthrough pain. Breakthrough pain is acute
pain that overcomes or breaks through a patient's generally prescribed regimen of pain medicine. As
reported in recent medical literature, the use of ketamine as an analgesic, while not yet approved
by the FDA, is gaining clinician acceptance as a result of its effectiveness and minimal impact on
cardiovascular and respiratory functions. Ketamine, a non-opiate, is an N-methyl-D-aspartate
("NMDA") receptor antagonist that has been in clinical use for over 30 years as a general
anesthetic. Since its approval by the FDA, ketamine has been safely used as an anesthetic in tens
of thousands of patients. NMDA receptors are located in the central nervous system and play a role
in the perception of acute and chronic pain as well as in the development of analgesic tolerance to
opioids. Ketamine blocks NMDA receptors and therefore is a logical drug candidate for use as an
analgesic for syndromes associated with acute pain, as well as breakthrough pain. Ketamine, at
lower doses than those approved for use as an anesthetic, has been reported in the medical
literature to be an effective analgesic in settings such as post-operatively, during medical
procedures, and for neuropathic pain.
PMI-150 is in development in the U.S. for the treatment of acute moderate-to-severe pain and
breakthrough pain. We believe that PMI-150 is optimized for use as a pain medication and
potentially offers a safe, non-opioid alternative for the treatment of moderate-to-severe pain.
In 2005, we completed the PMI-150 formulation and device bioequivalency programs and initiated
additional Phase 2 studies. We met with the FDA in January 2007 to finalize the development plan
for this product candidate. At this meeting, the FDA indicated that no additional clinical
efficacy trials and only pharmacokinetic trials would be needed prior to filing an initial NDA.
However, at our pre-NDA meeting in November 2007, the review division of the FDA requested that we
conduct one additional efficacy study prior to filing. We are currently planning a post-operative,
multi-dose, acute pain study in same-day orthopedic surgery that we expect to commence by mid-2008.
With respect to the potential application for this product for breakthrough cancer pain, in 2007
we began patient enrollment in a multi-site trial. Also in 2007, we published in the international,
peer-reviewed journal
Acute Pain
results of our Phase 2 randomized, double-blind ,
placebo-controlled trial showing statistically significant superiority of intranasal ketamine over
placebo in a standard acute pain model (molar extraction). We are also continuing to perform
internal deliberations regarding the development of our PMI-150 product candidate in Europe.
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Rylomine (intranasal morphine)
Rylomine
is in development in the U.S. and Europe for the treatment of acute
moderate-to-severe pain and breakthrough pain. Morphine, the active pharmaceutical ingredient in
Rylomine , is the analgesic standard to which all other opioids are usually compared, and has
potent effects upon the mu-opioid receptor that is found in many nerve cells with pain pathways.
When morphine binds to this receptor, it interferes with the transmission of pain signals from
nerve endings and across nerve pathways to the spinal cord and brain. The power of morphine to
reduce the level of physical distress places it among the most important naturally occurring
compounds. Morphine is a strong analgesic used for the relief of moderate-to-severe acute and
chronic pain, pre-operative sedation, and as a supplement to anesthesia. It is the drug of choice
for treating moderate-to-severe pain associated with, in part, surgical operations, myocardial
infarction and cancer. In addition, we have licensed a proprietary drug delivery technology, the
ChiSys Delivery Platform, that allows us to nasally deliver and to achieve therapeutic blood levels
of morphine in a predictable fashion that was previously unattainable when administered through the
nasal route.
In October 2005, we announced that we had met our primary endpoint of a linear dose response
for pain relief over four hours in a Phase 2b study of Rylomine. In February 2006, at the American
Academy of Pain Medicine annual meeting, we presented comprehensive results of this randomized,
double-blind, placebo- and comparator-controlled clinical trial comparing the safety and efficacy
of Rylomine to intravenous morphine. This study demonstrated that patients with moderate-to-severe
pain after orthopedic surgery who received Rylomine or intravenous morphine experienced
statistically significant pain relief over four hours compared to patients who received a placebo.
In April 2006, we announced that we held our End-of-Phase 2 meeting with the FDA and in May 2006,
we initiated the U.S. Rylomine Phase 3 clinical program. In June 2007, we announced successful
top-line clinical results of the first of two Rylomine Phase 3 clinical trials in which two dose
regimens of Rylomine, intravenous morphine, or placebo were given to patients with acute pain after
orthopedic surgery. Pain scores, time to request rescue analgesic medication and the doses required
and other outcome measures were assessed and showed that Rylomine offered the same analgesic
benefits as IV morphine and that both IV and intranasal morphine provided significantly superior
analgesia than placebo. Because bone pain is often considered more resistant to morphine than is
soft-tissue pain (e.g., post-abdominal surgery), we believe that these successful results in the
more potentially challenging of our two Phase 3 pivotal trials are significant. We are also focused
on seeking regulatory and scientific advice from French regulatory experts and the European
Medicines Agency ("EMEA"). The results of the clinical trials along with feedback from the
regulatory agencies will determine the timing, extent and cost of the European Rylomine
development program and product filings.
The proprietary technology used to develop all three of our product candidates is protected by
patent applications filed and/or issued patents both in the United States and in other countries.
During 2007, we received broad patent coverage for Dyloject in Europe, extending patent protection
there by approximately ten years, into 2024. Additionally, we have received a U.S. Patent covering
our PMI-150 formulation and a Canadian Patent covering devices for treating pain using PMI-150.
The U.S. Patent extends our patent protection into 2023 and the Canadian Patent extends our patent
protection into 2015. We have licensed the exclusive rights to develop and commercialize the
proprietary formulations of these product candidates. Since inception, we have been awarded over
$5.8 million in competitive and peer-reviewed government funding, including contracts from the U.S.
Department of Defense and grants from the National Institutes of Health/National Cancer Institute.
In 2007, we received a Tibbetts Award from the SBIR program of the NIH/NCI that had provided
initial funding for our development of intranasal ketamine. We plan to present ongoing results from
all three of our clinical programs at the 12th World Congress on Pain in August 2008 in Glasgow,
Scotland. This Congress is a triennial event held under the auspices of the International
Association for the Study of Pain, the leading international organization in the field.
General
Our principal business office is located at 125 CambridgePark Drive, Cambridge, MA 02140, and
our telephone number at that address is (617) 349-4500. Our corporate web site is
www.javelinpharmaceuticals.com. The information found on our web site is neither incorporated
herein by reference nor intended to be part of this prospectus, and should not be relied upon by
you when making a decision to invest in our securities.
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Table of Contents
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
We are including the following cautionary statement in this prospectus 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 prospectus 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 any of our filings with the SEC that are incorporated by reference in
this prospectus. 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.
RISK FACTORS
You should carefully consider the specific risks set forth under the caption "Risk Factors" in
any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), incorporated by reference in this
prospectus, including, without limitation, the "Risk Factors" contained in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2007, before making an investment decision. For
more information see "Where You Can Find More Information."
USE OF PROCEEDS
We will not receive any portion of the proceeds from the sale of common stock by the selling
stockholders. We may receive proceeds of up to $13,787,123.76 if all the options are exercised and
no cashless-exercise procedure is used. We anticipate that any such proceeds will be utilized for
working capital and other general corporate purposes. We cannot estimate how many, if any, options
may be exercised for cash as a result of this offering.
We are obligated to bear the expenses of the registration of the shares. We anticipate that
these expenses will be approximately $15,000.
DESCRIPTION OF CAPITAL STOCK
Set forth below is a description of our capital stock. The following description of our
capital stock is a summary and is subject to and qualified by the applicable provisions of our
certificate of incorporation, our bylaws and the relevant provisions of the law of the State of
Delaware.
5
Table of Contents
Common Stock
We are currently authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share, of which 49,035,967 shares were outstanding as of March 1, 2008.
The holders of common stock are entitled to one vote for each share held of record on all
matters to be voted by stockholders. There is no cumulative voting with respect to the election of
directors with the result that the holders of more than 50% of the shares of common stock and other
voting shares voted for the election of directors can elect all of the directors.
The holders of shares of common stock are entitled to dividends when and as declared by the
board of directors from funds legally available therefor, and, upon liquidation are entitled to
share pro rata in any distribution to holders of common stock, subject to the right of holders of
outstanding preferred stock. No cash dividends have ever been declared by the board of directors
on our common stock. Holders of our common stock have no statutory preemptive rights.
There are no conversion rights or redemption or sinking fund provisions with respect to our
common stock. All of the outstanding shares of common stock are, and all shares sold hereunder
will be, when issued upon payment therefor, duly authorized, validly issued, fully paid and
non-assessable.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred stock, par value $.001 per share, of
which no shares were outstanding as of March 1, 2008.
We may issue authorized preferred stock in one or more series having the rights, privileges,
and limitations, including voting rights, conversion rights, liquidation preferences, dividend
rights and redemption rights, as may, from time to time, be determined by the board of directors.
Preferred stock may be issued in the future in connection with acquisitions, financings, or other
matters, as the board of directors deems appropriate. In the event that we determine to issue any
shares of preferred stock, a certificate of designation containing the rights, privileges and
limitations of this series of preferred stock will be filed with the Secretary of State of the
State of Delaware. The effect of this preferred stock designation power is that our board of
directors alone, subject to Federal securities laws, applicable blue sky laws, and Delaware law,
may be able to authorize the issuance of preferred stock which could have the effect of delaying,
deferring, or preventing a change in control without further action by our stockholders, and may
adversely affect the voting and other rights of the holders of our common stock.
Transfer Agent
American Stock Transfer & Trust Company, New York, New York, is the transfer agent for our
common stock.
SELLING STOCKHOLDERS
The
table and notes below describe, with respect to each Selling
Stockholder, as of March 14, 2008: (a) the name of
the Selling Stockholder; (b) his or her relationship to us during the last three years; (c) the
number of shares of common stock he or she beneficially owned as of the date of this prospectus;
(d) the number of shares which he or she may offer pursuant to this prospectus; and (e) the amount
and the percentage of our common stock that would be owned by him or her after completion of this
offering, assuming he or she disposes of all of the shares being offered by him or her pursuant to
this prospectus. The information contained in this table and notes may be amended or supplemented
from time to time.
6
Table of Contents
Number of
Number of
Number of
Shares
Shares
Shares
Percentage
Beneficially
to be
Beneficially
of Common Stock
Owned Prior
Offered by
Owned After
Owned After
Relationship to
to
Selling
Completion of the
Completion of
Name of Seller
Company
the Offering
1
Stockholders
Offering
the Offering
Douglas G. Watson (2)
Chairman of the Board
311,565 (11)
306,565
5,000
*
Martin J. Driscoll (8)
Chief Executive
Officer and
Director
946,604 (17)
946,604
-0-
*
Daniel B. Carr, MD (3)
Chief Medical
Officer, Vice
Chairman of the
Board and Director
1,297,070 (12)
1,289,070
8,000
*
Fred H. Mermelstein, Ph. D.(4)
President and Director
1,555,368 (13)
1,003,052
552,316
1.2%
Stephen J. Tulipano (5)
Chief Financial Officer
255,000 (14)
255,000
-0-
*
David B. Bernstein (6)
General Counsel and
Secretary
254,000 (15)
253,000
1,000
*
Jackie M. Clegg (7)
Director
205,921 (16)
205,921
-0-
*
Peter D. Kiernan, III (19)
Director
2,461,848 (20)
50,000
2,411,848
4.9%
Neil W. Flanzraich (9)
Director
296,604 (21)
96,604
200,000
*
Georg Nebgen (10)
Director
3,343,310 (18)
76,644
3,266,666
6.7%
*
Less than 1% based upon
49,047,367 shares
outstanding as of March 14, 2008.
(1)
Beneficial owner means any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise
has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of, shares of our common stock; and/or (ii)
investment power, which includes the power to dispose, or to direct
the disposition of, shares of our common stock. While under SEC rules,
a person is also deemed to be a beneficial owner of a security if that
person has the right to acquire beneficial ownership of such security
at any time within 60 days from the date of this prospectus (such
security a "Presently Exercisable" security), and the footnotes to
the table include shares underlying outstanding options that are to
vest more than 60 days from the date hereof.
(2)
Mr. Watson has served as our Chairman of the Board since July 2005,
and a director of IDDS since April 2002, having been Chairman of the
Board of Intrac from December 2004, when Intrac acquired IDDS, to
September 2005, when Intrac migrated to Delaware by a merger into the
Company.
(3)
Dr. Carr has served as our Chief Medical Officer and a director since
July 2005, as our Vice Chairman of the Board since March 3, 2008, and
as our Chief Executive Officer from July 2005 until March 3, 2008. Dr.
Carr has served as Chief Executive Officer of IDDS since July 2005 and
Chief Medical Officer and a director of IDDS since September 2004,
having been in similar positions with Intrac from July 2005 and
December 2004, respectively, to September 2005.
7
Table of Contents
(4)
Dr. Mermelstein has served as our President and a director since July
2005, and President and a director of IDDS from its inception in
February 1998, and had served as Chief Executive Officer of IDDS from
July 2003 to July 2005, having been in similar positions with Intrac
from December 2004 to September 2005, and had served as Secretary
until April 2006.
(5)
Mr. Tulipano has served as our Chief Financial Officer since May 2006.
(6)
Mr. Bernstein has served as General Counsel and our Secretary since April 2006.
(7)
Ms. Clegg has served as a director since July 2005, and a director of
IDDS since February 2004, having been a director of Intrac from
December 2004 to September 2005.
(8)
Mr. Driscoll has served as our Chief Executive Officer since March 3,
2008 and as a director since June 2006.
(9)
Mr. Flanzraich has served as a director since June 2006.
(10)
Mr. Nebgen has served as a director since December 2006.
(11)
Includes 246,565 shares obtainable upon exercise of Presently
Exercisable options and 60,000 shares obtainable upon exercise of
options that are not Presently Exercisable.
(12)
Includes 1,044,070 shares obtainable upon exercise of Presently
Exercisable options and 245,000 shares obtainable upon exercise of
options that are not Presently Exercisable.
(13)
Includes 861,386 shares obtainable upon exercise of Presently
Exercisable options and 141,666 shares obtainable upon exercise of
options that are not Presently Exercisable.
(14)
Includes 115,000 shares obtainable upon exercise of Presently
Exercisable options and 140,000 shares obtainable upon exercise of
options that are not Presently Exercisable.
(15)
Includes 114,334 shares obtainable upon exercise of Presently
Exercisable options and 138,666 shares obtainable upon exercise of
options that are not Presently Exercisable.
(16)
Includes 165,921 shares obtainable upon exercise of Presently
Exercisable options and 40,000 shares obtainable upon exercise of
options that are not Presently Exercisable.
(17)
Includes 66,604 shares obtainable upon exercise of Presently
Exercisable options and 880,000 shares obtainable upon exercise of
options that are not Presently Exercisable.
8
Table of Contents
(18)
Includes: (i) 1,895,973 shares, owned of record by NGN Biomed
Opportunity I, L.P. and (ii) 1,370,693 shares, owned of record by NGN
Biomed Opportunity I GmbH & Co. Beteiligungs KG. The aggregate
number also includes 51,644 shares obtainable upon exercise of
Presently Exercisable options and 25,000 shares obtainable upon
exercise of options that are not Presently Exercisable, as reported
on a Schedule 13G/A filed on February 14, 2008. Dr. Nebgen is a
managing member of NGN Capital LLC ("NGN Capital"), which is the sole
general partner of NGN Biomed I, L.P. ("NGN GP") and the managing
limited partner of NGN Biomed Opportunity I GmbH & Co. Beteiliguns KG
("NGN Biomed I GMBH"). NGN GP is the sole general partner of NGN
Biomed Opportunity I, L.P. Under the operating agreement for NGN
Capital, Dr. Nebgen is deemed to hold the reported securities for the
benefit of NGN Capital. NGN Capital may, therefore, be deemed the
indirect beneficial owner of the securities, and Dr. Nebgen may be
deemed the indirect beneficial owner through his indirect interest in
NGN Capital. Dr. Nebgen disclaims beneficial ownership of the
securities except to the extent of his pecuniary interest therein, if
any.
(19)
Mr. Kiernan has served as a director since February 2008.
(20)
Includes 2,411,848 shares owned by Kiernan Ventures LLD ("Ventures"),
a limited liability company managed solely by Mr. Kiernan and owned
by Mr. Kiernan and his wife, and 50,000 shares obtainable upon
exercise of options that are not Presently Exercisable. Excludes
approximately 1,154,128 shares (the "Sonostar Shares") beneficially
owned by Sonostar Capital Partners LLC ("Sonostar"), a private equity
fund managed solely by Mr. Kiernan's brother Mr. Gregory F. Kiernan,
who has sole voting and dispositive power with respect to the
Sonostar Shares. Ventures owns approximately 14.9% of the membership
interests in Sonostar. 171,965 of the Sonostar Shares, representing
the number of shares attributable to Ventures' percentage interest in
Sonostar, were placed in a segregated account in the name of Ventures
after Peter Kiernan was appointed to the Board of Directors of
Javelin. For the duration of Peter Kiernan's serving as a director of
Javelin: (i) no Sonostar Shares held in the segregated account shall
be sold, pledged, hypothecated or otherwise disposed of by Sonostar;
and (ii) no future purchase or sales of our securities shall be
allocated to Ventures or taken from the segregated account. Neither
Peter Kiernan nor Ventures has voting or dispositive power with
respect to the Sonostar Shares, including, without limitation, the
Sonostar Shares held in the segregated account.
(21)
Includes 66,604 shares obtainable upon exercise of presently
exercisable options and 30,000 shares obtainable upon exercise of
options not presently exercisable.
The Selling Stockholders listed in the above table may have sold or transferred, in
transactions pursuant to this prospectus or exempt from the registration requirements of the
Securities Act, some or all of their Shares since the date on which the information in the above
table is presented. Information about the Selling Stockholders may change from time to time.
Information about other persons who may hereafter become Selling Stockholders will be set forth in
prospectus supplements or post-effective amendments, if required.
Because the Selling Stockholders may offer all or some of their common stock from time to
time, and none is obligated to sell any Shares, we cannot estimate the amount of the common stock
in the column "Shares Being Offered" in the above table that will be held by the Selling
Stockholders after this offering. Also, this prospectus does not include shares that may be
acquired upon exercise of options that we may grant to the Selling Stockholders in the future. The
shares issuable upon exercise of options granted in the future may subsequently be sold pursuant to
this prospectus, as supplemented to reflect the offering of such underlying shares for resale or in
transactions exempt from the registration requirements of the Securities Act. See "Plan of
Distribution" for further information.
PLAN OF DISTRIBUTION
The selling stockholders, which as used herein includes donees, pledgees, transferees or other
successors-in-interest selling shares of common stock or interests in shares of common stock
received after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell transfer or otherwise
dispose of any or all of their shares of common stock or interests in shares of common stock on the
American Stock Exchange or any other stock exchange market or trading facility on which the shares
are traded or in private transactions.
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The selling stockholders may use any one or more of the following methods when disposing of
shares or interests therein:
•
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•
block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
•
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•
exchange distribution in accordance with the rules of the American
Stock Exchange or another applicable exchange;
•
privately-negotiated transactions;
•
settlement of short sales effected after the date this registration statement was initially declared effective;
•
through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
•
broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
and
•
a combination of any such methods of sale.
The selling stockholders may from time to time pledge or grant a security interest in some or
all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledge or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also may transfer the shares of common
stock in other circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The aggregate proceeds to the selling stockholders from the sale of the common stock offered
by them will be the purchase price of the common stock less discounts or commissions, if any. Each
of the selling stockholders reserves the right to accept and, together with their agents from time
to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of
convertible securities by payment of cash, however, we will receive the exercise price of the
convertible securities.
The selling stockholders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the
criteria and conform to the requirements of that rule.
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The selling stockholders and any underwriters, broker-dealers or agents that participate in
the sale of the common stock or interests therein may be "underwriters" within the meaning of
Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on
any resale of the shares may be underwriting discounts and commissions under the Securities Act.
To the extent required, the shares of our common stock to be sold, the names of the selling
stockholders, the respective purchase prices and public offering prices, the name of any agent,
dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws in some states, if applicable, the common stock
may be sold in these jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification requirements in available and
is complied with.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as
it may be supplemented or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements, if applicable, of the Securities Act.
The selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against liabilities, including
liabilities under the Securities Act and state securities laws, relating to the registration of the
shares offered by this prospectus.
EXPERTS
The consolidated financial statements and management's annual report on internal control over
financial reporting incorporated by reference in
this prospectus and registration statement to the Annual Report on Form 10-K for the year ending
December 31, 2007 have been audited by McGladrey & Pullen, LLP, an independent registered public
accounting firm, as stated in their reports covering the periods stated therein and incorporated by reference herein, and are incorporated
in reliance upon such reports and upon the authority of such firm as experts in accounting and
auditing. The consolidated financial statements as of December 31, 2005 and for each of the two
years in the period ended December 31, 2005 and the cumulative period from February 23, 1998
(inception) to December 31, 2005 incorporated in this prospectus by reference to the Annual Report
on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the
report (which contains an emphasis of a matter paragraph regarding our recurring losses and limited
capital resources as described in Note 2 to the financial statements) of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares that may be sold using this prospectus will be passed upon for us
by Pryor Cashman LLP, New York, New York.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Exchange Act, and in accordance with such
laws we file annual, quarterly and current reports and other information with the SEC. The SEC
maintains a website that contains annual, quarterly and current reports, proxy and information
statements and other information filed with the SEC. The SEC's website address is
http://www.sec.gov
. You may also read and copy any document we file with the SEC at the SEC's
public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of its public reference room. The
information we file with the SEC and other information about us is also available on our website at
http://www.javelinpharmaceuticals.com
. However, the
11
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information on our website is not a part of,
nor is such information to be deemed incorporated by reference into, this prospectus.
We have filed with the SEC a registration statement on Form S-8 (of which this prospectus is a
part) under the Securities Act, with respect to the securities offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration statement, certain
portions of which have been omitted as permitted by the rules and regulations of the SEC.
Statements contained in this prospectus as to the contents of any contract or other document are
not necessarily complete, and in each instance please see the copy of such contract or other
document filed as an exhibit to the registration statement, each such statement being qualified in
all respects by such reference and the exhibits and schedules thereto. For further information
regarding us and the securities offered by this prospectus, please refer to the registration
statement and such exhibits and schedules which may be obtained from the SEC at its principal
office in Washington, D.C. upon payment of the fees prescribed by the SEC, or from its web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the SEC are hereby incorporated by reference into
this prospectus:
(1) our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with
the SEC on March 14, 2008;
(2) our current reports on Form 8-K, filed with the SEC on February 7, 2008, February 21,
2008, February 26, 2008, March 5, 2008 and March 7, 2008;
(3) the
description of our common stock, par value $0.001 per share,
contained in our registration statement of Form 8-A filed on
July 17, 2006 (File No. 001-32949), pursuant to Section 12(b) of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description; and
(4) all reports and other documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in this
prospectus and to be part hereof from the date of filing of such reports and other
documents.
All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date
of this prospectus and prior to the termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such reports and other
documents. Unless expressly incorporated into this prospectus, a report furnished but not filed on
Form 8-K shall not be incorporated by reference into this prospectus. Any document, or any
statement contained in a document, incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a
document or statement contained herein, or in any other subsequently filed document that also is
deemed to be incorporated by reference herein, modifies or supersedes such document or statement.
Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus. Subject to the foregoing, all information appearing in
this prospectus is qualified in its entirety by the information appearing in the documents
incorporated by reference.
You may obtain copies of these filings, at no cost, by writing or telephoning us at the
following address:
Javelin Pharmaceuticals, Inc.
125 CambridgePark Drive
Cambridge, MA 02140
Attn: David B. Bernstein, Corporate Secretary
(617) 349-4500
12
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You should rely only on the information contained in or incorporated by reference into this
prospectus. We have not authorized any person to give any information or to make any
representations other than those contained or incorporated by reference in this prospectus, and, if
given or made, you must not rely upon such information or representations as having been
authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this prospectus or an offer to sell or
the solicitation to buy such securities in any circumstances in which such offer or solicitation is
unlawful. You should not assume that the information we have included in this prospectus is
accurate as of any date other than the date of this prospectus or that any information we have
incorporated by reference is accurate as of any date other than the date of the document
incorporated by reference regardless of the time of delivery of this prospectus or of any
securities registered hereunder.
Javelin Pharmaceuticals, Inc.
4,482,460 Shares of Common Stock
March 14, 2008
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference.
The following documents filed by us with the SEC are hereby incorporated by reference into
this registration statement:
(1) our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with
the SEC on March 14, 2008;
(2) our current reports on Form 8-K, filed with the SEC on February 7, 2008, February 21,
2008, February 26, 2008, March 5, 2008 and March 7, 2008;
(3) the
description of our common stock, par value $0.001 per share, contained
in our registration statement on Form 8-A filed on July 17, 2006
(File No. 001-32949), pursuant to Section 12(b) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description; and
(4) all reports and other documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in this
prospectus and to be part hereof from the date of filing of such reports and other
documents.
All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date
of this registration statement and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing of such reports
and other documents. Unless expressly incorporated into this registration statement, a report
furnished but not filed on Form 8-K shall not be incorporated by reference into this registration
statement. Any document, or any statement contained in a document, incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a document or statement contained herein, or in any other
subsequently filed document that also is deemed to be incorporated by reference herein, modifies or
supersedes such document or statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement. Subject
to the foregoing, all information appearing in this registration statement is qualified in its
entirety by the information appearing in the documents incorporated by reference.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation
may indemnify directors and officers as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or completed actions,
suits or proceedings in which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the corporation. Section 145 of the DGCL also
provides that expenses (including attorneys' fees) incurred by a director or officer in defending
an action may be paid by a corporation in advance of the final disposition of an action if the
director or officer undertakes to repay the advanced amounts if it is determined such person is not
entitled to be indemnified by the corporation. The DGCL provides that Section 145 is not exclusive
of other rights to which those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. Article Eighth of our Certificate of
Incorporation and Article V of our By-Laws state that we shall provide the indemnification set
forth above.
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Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or (iv) for any transaction from which the
director derived an improper personal benefit. Such a provision, which also eliminates directors'
personal liability to the full extent permitted under the DGCL, as the same exists or may hereafter
be amended, is included as Article Sixth of our Certificate of Incorporation.
We have also entered into agreements to indemnify certain of our directors, in addition to the
indemnification provided for in our Certificate of Incorporation, our By-Laws and the DGCL (the
"Indemnification Agreements"). We believe that the Indemnification Agreements are necessary to
attract and retain qualified directors. Pursuant to the Indemnification Agreements, to the maximum
extent permitted by applicable law, an indemnitee will be entitled to indemnification for any
amount or expense which the indemnitee actually and reasonably incurs as a result of or in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, preparing
to be a witness, or otherwise participating in any threatened, pending or completed claim, suit,
arbitration, inquiry or other proceeding (a "Proceeding") in which the indemnitee is threatened to
be made or is made a party or participant as a result of his or her position with our company,
provided that the indemnitee acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to our best interests and, in the case of a criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. If the Proceeding is brought by or in
the right of our company, the Indemnification Agreement provides that no indemnification against
expenses shall be made in respect of any claim, issue or matter in the Proceeding as to which the
indemnitee shall have been adjudged liable to us.
We also maintain a policy of directors and officers liability insurance covering certain
liabilities incurred by our directors and officers in connection with the performance of their
duties.
Insofar as indemnification for liabilities arising under the Securities Act is permitted for
our directors, officers or controlling persons, pursuant to the above mentioned statutes or
otherwise, we understand that the SEC is of the opinion that such indemnification may contravene
federal public policy, as expressed in the Securities Act, and therefore, is unenforceable.
Accordingly, in the event that a claim for such indemnification is asserted by any of our
directors, officers or controlling persons, and the SEC is still of the same opinion, we (except
insofar as such claim seeks reimbursement from us of expenses paid or incurred by a director,
officer of controlling person in successful defense of any action, suit or proceeding) will, unless
the matter has theretofore been adjudicated by precedent deemed by our counsel to be controlling,
submit to a court of appropriate jurisdiction the question whether or not indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
At present, there is no pending litigation or proceeding involving any of our directors,
officers or employees as to which indemnification is sought, nor are we aware of any threatened
litigation or proceeding that may result in claims for indemnification.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The following is a list of exhibits filed as a part of this Registration Statement which are
incorporated herein:
II-2
Table of Contents
Exhibit
No.
Description
3.1
Certificate of Incorporation of Javelin Pharmaceuticals, Inc. (filed as Exhibit 3.1
to our Current Report on Form 8-K, filed September 9, 2005, and incorporated herein
by reference).
3.2
Certificate of Amendment to the Certificate of Incorporation of Javelin
Pharmaceuticals, Inc. (filed as Exhibit 3(i) to our Current Report on Form 8-K, filed
July 25, 2006, and incorporated herein by reference).
3.3
Amended and Restated Bylaws of Javelin (filed as Exhibit 3.1 to our Current Report on
Form 8-K, filed August 1, 2007, and incorporated herein by reference).
3.4
First Amendment to the Amended and Restated Bylaws of Javelin (filed as Exhibit 3.1
to our Current Report on Form 8-K, filed December 18, 2007, and incorporated herein
by reference).
4.1
Form of Common Stock Certificate (filed as Exhibit 4.1 to our Registration Statement
on Form S-3 (No. 333-140481), filed February 6, 2007, and incorporated herein by
reference).
4.2
2004 Omnibus Stock Incentive Plan (filed as Exhibit 4.1 to our Current Report on Form
8-K, filed December 10, 2004, and incorporated herein by reference).
4.3
Form of Common Stock Purchase Warrant, dated November 5, 2004, issued by IDDS as part
of bridge financing (filed as Exhibit 4.3 to our registration statement on Form SB-2,
filed January 20, 2005, and incorporated herein by reference).
4.4
Placement Agent Warrant Agreement, dated December 6, 2004, issued by IDDS (filed as
Exhibit 4.4 to our registration statement on Form SB-2, filed January 20, 2005, and
incorporated herein by reference).
4.5
Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to our Current Report on
Form 8-K, filed November 10, 2005, and incorporated herein by reference).
4.6
Form of Placement Agent Warrants (filed as Exhibit 4.2 to our Current Report on Form
8-K, filed November 10, 2005, and incorporated herein by reference).
4.7
Common Stock Purchase Warrant, dated September 7, 2005, issued by us to Aurora
Capital LLC (filed as Exhibit 4.6 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, and incorporated herein by reference).
4.8
Common Stock Purchase Warrant, dated September 7, 2005, issued by us to The Investor
Relations Group, Inc. (filed as Exhibit 4.7.1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2005, and incorporated herein by reference).
4.9
Common Stock Purchase Warrant, dated September 30, 2005, issued by us to The Investor
Relations Group, Inc. (filed as Exhibit 4.7.2 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2005, and incorporated herein by reference).
4.10
Common Stock Purchase Warrant, dated September 7, 2005, issued by us to Two River
Group Holding, LLC (filed as Exhibit 4.8 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, and incorporated herein by reference).
4.11
Amended and Restated 2005 Omnibus Stock Incentive Plan.*
4.12
2007 Employee Stock Purchase Plan (filed as Appendix A to our Definitive Proxy
Statement on Schedule 14A, filed May 31, 2007, and incorporated herein by reference).
5.1
Opinion of Pryor Cashman LLP.*
II-3
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Exhibit
No.
Description
23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.*
23.2
Consent of McGladrey & Pullen, LLP, independent registered public accounting firm.*
23.3
Consent of Pryor Cashman LLP (included in Exhibit 5.1).*
*  Filed herewith.
Item 9.
Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act of may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for
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indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, State of Massachusetts, on this 14
th
day of
March, 2008.
JAVELIN PHARMACEUTICALS, INC.
By:
/s/ Martin J. Driscoll
Martin J. Driscoll
Chief Executive Officer
POWER OF ATTORNEY
That each of the undersigned appoints Martin J. Driscoll and Stephen J. Tulipano as his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign this registration statement, including all pre and post-effective amendments and related registration statements, and to file same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do separately and perform each and every
act requisite and necessary to be done, as fully to all intents and purposes as he might or could
so in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
Title
Date
/s/ Martin J. Driscoll
Martin J. Driscoll
Chief Executive Officer and
Director (Principal Executive
Officer)
March 14, 2008
/s/ Daniel B. Carr
Daniel B. Carr
Chief Medical Officer, Vice
Chairman of the Board and
Director
March 14, 2008
/s/ Stephen J. Tulipano
Stephen J. Tulipano
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
March 14, 2008
/s/ Fred H. Mermelstein
Fred H. Mermelstein
President and Director
March 14, 2008
/s/ Douglas G. Watson
Chairman of the Board and Director
March 14, 2008
Douglas G. Watson
/s/ Jackie M. Clegg
Jackie M. Clegg
Director
March 14, 2008
/s/ Peter D. Kiernan, III
Peter D. Kiernan, III
Director
March 14, 2008
/s/ Neil W. Flanzraich
Neil W. Flanzraich
Director
March 14, 2008
/s/ Georg Nebgen
Georg Nebgen
Director
March 14, 2008
Table of Contents
INDEX TO EXHIBITS
The following is a list of exhibits filed as part of this Registration Statement:
Exhibit
No.
Description
3.1
Certificate of Incorporation of Javelin Pharmaceuticals, Inc. (filed as Exhibit 3.1
to our Current Report on Form 8-K, filed September 9, 2005, and incorporated herein
by reference).
3.2
Certificate of Amendment to the Certificate of Incorporation of Javelin
Pharmaceuticals, Inc. (filed as Exhibit 3(i) to our Current Report on Form 8-K, filed
July 25, 2006, and incorporated herein by reference).
3.3
Amended and Restated Bylaws of Javelin (filed as Exhibit 3.1 to our Current Report on
Form 8-K, filed August 1, 2007, and incorporated herein by reference).
3.4
First Amendment to the Amended and Restated Bylaws of Javelin (filed as Exhibit 3.1
to our Current Report on Form
8-K, filed December 18, 2007, and incorporated herein by reference).
4.1
Form of Common Stock Certificate (filed as Exhibit 4.1 to our Registration Statement
on Form S-3 (No. 333-140481), filed February 6, 2007, and incorporated herein by
reference).
4.2
2004 Omnibus Stock Incentive Plan (filed as Exhibit 4.1 to our Current Report on Form
8-K, filed December 10, 2004, and incorporated herein by reference).
4.3
Form of Common Stock Purchase Warrant, dated November 5, 2004, issued by IDDS as part
of bridge financing (filed as Exhibit 4.3 to our registration statement on Form SB-2,
filed January 20, 2005, and incorporated herein by reference).
4.4
Placement Agent Warrant Agreement, dated December 6, 2004, issued by IDDS (filed as
Exhibit 4.4 to our registration statement on Form SB-2, filed January 20, 2005, and
incorporated herein by reference).
4.5
Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to our Current Report on
Form 8-K, filed November 10, 2005, and incorporated herein by reference).
4.6
Form of Placement Agent Warrants (filed as Exhibit 4.2 to our Current Report on Form
8-K, filed November 10, 2005, and incorporated herein by reference).
4.7
Common Stock Purchase Warrant, dated September 7, 2005, issued by our company to
Aurora Capital LLC (filed as Exhibit 4.6 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, and incorporated herein by reference).
4.8
Common Stock Purchase Warrant, dated September 7, 2005, issued by our company to The
Investor Relations Group, Inc. (filed as Exhibit 4.7.1 to our Annual Report on Form
10-K for the fiscal year ended December 31, 2005, and incorporated herein by
reference).
4.9
Common Stock Purchase Warrant, dated September 30, 2005, issued by our company to The
Investor Relations Group, Inc. (filed as Exhibit 4.7.2 to our Annual Report on Form
10-K for the fiscal year ended December 31, 2005, and incorporated herein by
reference).
4.10
Common Stock Purchase Warrant, dated September 7, 2005, issued by our company to Two
River Group Holding, LLC (filed as Exhibit 4.8 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2005, and incorporated herein by reference).
4.11
Amended and Restated 2005 Omnibus Stock Incentive Plan.*
4.12
2007 Employee Stock Purchase Plan (filed as Appendix A to our Definitive Proxy
Statement on Schedule 14A, filed May 31, 2007, and incorporated herein by reference).
Table of Contents
Exhibit
No.
Description
5.1
Opinion of Pryor Cashman LLP.*
23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.*
23.2
Consent of McGladrey & Pullen, LLP, independent registered public accounting firm.*
23.3
Consent of Pryor Cashman LLP (included in Exhibit 5.1).*
*
Filed herewith.