November 30, 2007 - 3: Initial statement of beneficial ownership of securities

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rexgene Biotech Co., Ltd.

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2007

3. Issuer Name and Ticker or Trading Symbol
REXAHN PHARMACEUTICALS, INC. [RXHN]

(Last)

(First)

(Middle)

1330-13 WOOYOUNG VENTURE BUILDING 4F, SEOCHO-DONG, SEOCHO-GU

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SEOUL, M4 00000

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.0001	4,791,670	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Securities Purchase Agreement (right to purchase) ⁽¹⁾	11/20/2007	⁽²⁾	Common Stock ⁽¹⁾	714,286	$ 1.4	D
Securities Purchase Agreement (right to purchase) ⁽¹⁾	11/20/2007	⁽²⁾	Warrant to Purchase Common Stock ⁽¹⁾	142,857	$ 1.8	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rexgene Biotech Co., Ltd. 1330-13 WOOYOUNG VENTURE BUILDING 4F SEOCHO-DONG, SEOCHO-GU SEOUL, M4 00000		X

Signatures

/s/ S.H. Kwon		11/30/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to the Securities Purchase Agreement dated as of November 20, 2007 between Rexahn Pharmaceuticals, Inc. (?Rexahn?) and Rexgene Biotecth Co., Ltd. (?Rexgene?), Rexgene has the right to purchase, for total consideration of $1,000,000.40, (a) 714,286 shares of Common Stock and (b) a Warrant to purchase 142,857 additional shares of Common Stock at an exercise price of $1.80 per share.
(2)	The Securities Purchase Agreement does not specify a termination date.

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