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 response 14.5
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CUSIP
No. 761640 10 1
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Page
2 of 5
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
KT&G
Corporation Not
Applicable
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
£
(b)
£
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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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£
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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
5,071,430
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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
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9
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SOLE
DISPOSITIVE POWER
5,071,430
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,071,430
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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£
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
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14
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TYPE
OF REPORTING PERSON
CO
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CUSIP
No. 761640 10 1
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Page
3 of 5
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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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CUSIP
No. 761640 10 1
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Page
4 of 5
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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 KT&G Corporation, included as Exhibit 10.1
to the Current Report on Form 8-K of Rexahn Pharmaceuticals, Inc.
filed
November 21, 2007, is incorporated herein by
reference.
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Exhibit
2.
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Warrant,
dated December 24, 2007, issued to KT&G Corporation, filed as Exhibit
10.6 to the Issuer’s Form 8-K filed December 26, 2007, is incorporated
herein by reference.
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Exhibit
3.
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Registration
Rights Agreement, dated December 24, 2007, among Rexahn Pharmaceuticals,
Inc., KT&G Corporation and the several parties thereto, included as
Exhibit 10.9 to the Current Report on Form 8-K of Rexahn Pharmaceuticals,
Inc. filed December 26, 2007, is incorporated herein by
reference.
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CUSIP
No. 761640 10 1
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Page
5 of 5
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Dated: December
24, 2007
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By:
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/s/
Hyo-Jin Oh
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Name:
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Hyo-Jin
Oh
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Title:
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Investment
Manager
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New
Business Office
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KT&G
Corporation
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