Form: S-3

Registration statement for specified transactions by certain issuers

July 30, 2008


EXHIBIT 24.1

REXAHN PHARMACEUTICALS, INC.

Power of Attorney

NOW ALL MEN BY THESE PRESENTS that the undersigned officers and directors of Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), hereby constitute and appoint Chang H. Ahn and Tae Heum Jeong, and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and any one or more of them, to sign for the undersigned, and in their respective names as officers and as directors of the Corporation, the Registration Statement on Form S-3 of the Corporation to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the sale of up to $60,000,000 of (i) the Corporation’s common stock, $0.0001 par value per share (“Common Stock’), (ii) the Corporation’s preferred stock, $0.0001 par value per share (“Preferred Stock”), (iii) the Corporation’s debt securities, (iv) warrants to purchase shares of Common Stock or Preferred Stock or (v)  any combination of common stock, preferred stock, warrants or debt securities, any amendments to such Registration Statement (including post-effective amendments) and any Registration Statement relating to such Registration Statement under Rule 462, and the undersigned hereby ratify and confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.

     
Name and Title
 
Date
 
 
   
/S/ CHANG H. AHN, Ph.D.
 
July 28, 2008
     
Chang H. Ahn, Ph.D.
   
Chairmanof the Board, Chief Executive Officer and Director
   
     
/S/ TAE HEUM JEONG
 
July 28, 2008
     
Tae Heum Jeong
   
Chief Financial Officer, Secretary and Director
   
     
/S/ CHARLES BEEVER
 
July 25, 2008
     
Charles Beever
   
Director
   
     
/S/ KWANG SOO CHEONG
 
July 25, 2008
     
Kwang Soo Cheong
   
Director
   
     
/S/ FREDDIE ANN HOFFMAN
 
July 28, 2008
     
Freddie Ann Hoffman
   
Director
   
     
/S/ Y. MICHELE KANG
 
July 28, 2008
     
Y. Michele Kang
   
Director
   
     
/S/ DAVID McINTOSH
 
July 29, 2008
     
David McIntosh
   
Director