OMB
APPROVAL
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Number: 3235-0145
Expires: February
28, 2009
Estimated
average burden
hours
per response14.5
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
2 of 8
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Rexgene
Biotech Co.,
Ltd.
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Not Applicable |
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Korea
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
5,648,813
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
0
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER
5,648,813
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
0
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,648,813
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.03%
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14
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TYPE
OF REPORTING PERSON
CO
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
3 of 8 Pages
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Item 2.
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Identity
and Background.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
4 of 8 Pages
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Item 3.
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Source
and Amount of Funds or Other
Consideration.
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Item 4.
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Purpose
of Transaction.
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Item 5.
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Interest
in Securities of the Issuer.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 5 of
8 Pages
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Item 6.
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Contracts,
Arrangements, Understandings or
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 6 of
8 Pages
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Item 7.
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Material
to be Filed as Exhibits.
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Exhibit
1.
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Securities
Purchase Agreement, dated as of November 19, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Rexgene Biotech Co., Ltd., included as
Exhibit
10.4 to Issuer’s Form 8-K filed November 21, 2007, is incorporated herein
by reference.
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Exhibit
2.
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Form
of Warrant for issuance to Rexgene Biotech Co., Ltd., included as
Exhibit
10.5 to Issuer’s Form 8-K filed November 21, 2007, is incorporated herein
by reference.
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Exhibit
3.
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Form
of Registration Rights Agreement for execution between Rexahn
Pharmaceuticals, Inc. and Rexgene Biotech Co., Ltd., included as
Exhibit
10.6 to Issuer’s Form 8-K filed November 21, 2007, is incorporated herein
by reference.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 7 of
8 Pages
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Dated: November
30, 2007
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/s/
S.H. Kwon
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Name:
Suk Hyung Kwon
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Title:
CEO
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 8 of
8 Pages
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NAME
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT |
Suk
Hyung Kwon
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President
of Rexgene
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Jong
Jin Park
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Vice
President of Rexgene
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Chung
Rae Lee
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R&D
Director of Rexgene
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Chung
Hwa Hong
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Professor
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(Outside Director) |
Inje
University
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607 Obang-Dong, Gimhae, | |
621-749,
Korea
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