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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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 2
of 5 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. 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
5,648,813
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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
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9
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SOLE
DISPOSITIVE POWER
5,648,813
|
|
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
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£
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.18%
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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 5 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 4
of 5 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 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 Rexgene Biotech Co., Ltd., included
as
Exhibit 10.7 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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Exhibit
3.
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Registration
Rights Agreement, dated December 24, 2007, among Rexahn Pharmaceuticals,
Inc., Rexgene Biotech Co., Ltd. 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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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 5
of 5 Pages
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Dated: December
24, 2007
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By:
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/s/
Suk Hyung Kwon
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Name:
Suk Hyung Kwon
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Title:
CEO
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