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Rexahn To Raise $10 Million In Registered Direct Offering

Rexahn Pharmaceuticals, Inc. (NYSE Amex: RNN), a clinical stage pharmaceutical company commercializing potential best in class oncology and CNS therapeutics, today announced it has received commitments from certain institutional investors to purchase an aggregate of $10 million of Rexahn’s securities in a registered direct offering. Rexahn expects to receive net proceeds of approximately $9.45 million after deducting placement agent fees and other offering expenses.

Rexahn has entered into a securities purchase agreement with these investors pursuant to which Rexahn has agreed to sell an aggregate of approximately 8.33 million shares of its common stock and warrants exercisable for up to approximately 3.33 million additional shares of its common stock. Each unit, consisting of one share of common stock and a warrant to purchase 0.4 of a share of common stock, will be sold for a purchase price of $1.20. The warrants to purchase additional shares will be exercisable at a price of $1.50 per share beginning six months following issuance and will expire five years from the date on which the warrants are initially exercisable. The closing of the offering is expected to take place on or about March 31, 2011, subject to the satisfaction of customary closing conditions.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for this transaction.

All of the securities in this offering were offered pursuant to an effective shelf registration statement. The proceeds from the transaction will be used for further development of the Company’s lead clinical programs, including the funding of Rexahn’s Phase II clinical development programs for Serdaxin ®, Zoraxel™ and Archexin ®, and other general corporate purposes.

The securities described above are being offered by Rexahn pursuant to a shelf registration statement that has been filed with the Securities and Exchange Commission (the “SEC”) and has been declared effective. A prospectus supplement relating to the offering will be filed by Rexahn with the SEC. Copies of the prospectus supplement and accompanying prospectus may be obtained at the SEC's website at, or from Rodman & Renshaw, LLC, 1251 Avenue of the Americas, 20th Floor, New York, NY 10020, or directly from Rexahn by contacting Rexahn Pharmaceuticals, Inc., 15245 Shady Grove Rd, Suite 455, Rockville, MD 20850.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any shares of common stock, warrants or other securities of Rexahn. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

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