~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~Washington,~~FORM ~~D.C.~~10-K ~~20549~~

~~FORM~~(Mark ~~10-K~~ One)

~~(Mark~~x ~~One~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~June 30, 2013 ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OR ~~the fiscal year ended June 30, 2012~~

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from to~~ 001-34275

~~Commission~~MYREXIS, ~~file~~INC. ~~number: 001-34275~~

~~MYREXIS,~~(Exact ~~INC.~~name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware	26-3996918
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o Xstelos Holdings, Inc. 630 Fifth Avenue, Suite 2260 New York, New York	10020
(Address of principal executive offices)	(Zip Code)

Delaware		26-3996918
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
305 Chipeta Way Salt Lake City, Utah		84108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (801) 214-7800

~~Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area code~~ Section 12(~~801~~b) of ~~214-7800~~the Exchange Act:

~~Securities registered pursuant to Section 12(b) of the Exchange Act:~~ None

Title of each class		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share Preferred Share Purchase Rights		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange Act:

~~Securities~~Common ~~registered~~Stock, ~~pursuant~~$0.01 toPar ~~Section 12(g)~~Value ofPer ~~the Exchange Act: None.~~ Share

~~Indicate~~Preferred byShare ~~check~~Purchase ~~mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x~~ Rights

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the ~~Exchange~~ Securities Act. Yes ¨ No x

Indicate by check mark ~~whether~~if the registrant is ~~(1) has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities~~ Exchange Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes x¨ No ¨ x

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or to15(d) ~~Rule 405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has ~~such~~been ~~files)~~subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant has ~~delinquent~~submitted ~~filers~~electronically ~~pursuant~~and toposted ~~Item 405~~on ofits ~~Regulation S-K~~corporate isWeb ~~not~~site, ~~contained~~if ~~herein~~any, ~~and will~~every ~~not~~Interactive Data File required to be ~~contained,~~submitted and posted pursuant to ~~the~~Rule ~~best~~405 of ~~registrant’s~~Regulation ~~knowledge,~~S-T in(§232.405 ~~definitive~~of ~~proxy~~this orchapter) ~~information~~during ~~statements~~the ~~incorporated~~preceding by12 ~~reference~~months in(or ~~Part III~~for ofsuch ~~this~~shorter period ~~Form 10-K~~that orthe ~~any~~registrant ~~amendment~~was required to ~~this~~submit ~~Form 10-K~~and post such files). Yes x No ¨

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of delinquent isfilers apursuant ~~large~~to ~~accelerated~~Item 405 ~~filer,~~of ~~an accelerated~~Regulation S-K ~~filer,~~is anot ~~non-accelerated~~contained ~~filer~~herein, orand awill ~~smaller~~not ~~reporting~~be ~~company.~~contained, ~~See~~to the ~~definitions~~ best of ~~“large~~registrant’s ~~accelerated filer~~knowledge,” ~~“accelerated~~in ~~filer,”~~definitive ~~and~~proxy ~~“smaller~~or ~~reporting~~information ~~company”~~statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this Form 10-K ~~Exchange~~or ~~Act~~any amendment to this Form 10-K. x

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, xa ~~Non~~non-accelerated filer, ¨or ~~(Do~~a ~~not~~smaller ~~check~~reporting ifcompany. aSee the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company)” ~~Smaller~~in ~~reporting~~Rule 12b-2 of ~~company~~the ¨Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~filer ~~registrant~~x isNon-accelerated afiler ~~shell~~¨ ~~company~~ (asDo ~~defined~~not incheck ~~Rule 12b-2~~if ofa ~~the Exchange~~smaller ~~Act~~reporting company)~~. Yes ¨ No x~~ Smaller reporting company ¨

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the registrant’s is ~~common~~a ~~stock~~shell ~~held~~company ~~by non-affiliates of the registrant~~ (~~without~~as ~~admitting~~defined ~~that any person whose shares are not included~~ in ~~such calculation is an affiliate) computed by reference to the price at which the common stock was last sold on December~~Rule ~~31,~~12b-2 ~~2011, the last business day~~ of the ~~registrant’s~~Exchange ~~most recently completed second fiscal quarter, was $69,028,808~~Act). ~~As of September 6, 2012 the registrant had 26,798,833 shares of common stock outstanding.~~ Yes ¨ No x

~~DOCUMENTS~~The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant ~~INCORPORATED~~(without BYadmitting ~~REFERENCE~~that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold on December 31, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, was $74,958,272. As of July 12, 2013 the registrant had 34,479,051 shares of common stock outstanding.

~~The~~DOCUMENTS ~~following~~INCORPORATED ~~documents~~BY ~~(or~~REFERENCE parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the registrant’s Proxy Statement for the 2012 Annual Meeting of Stockholders.

~~Table~~The following documents (or parts thereof) are incorporated by reference into the following parts of ~~Contents~~this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K which will be incorporated from the registrant’s Proxy Statement for the 2013 Annual Meeting of Stockholders.

TABLE OF CONTENTS

		Page	~~Page~~
Forward-Looking Statements		3		3
	PART I	~~PART I~~
Item 1.	BUSINESS	~~BUSINESS~~4		4
Item 1A.	RISK FACTORS	~~RISK FACTORS~~6		12
Item 1B.	UNRESOLVED STAFF COMMENTS	~~UNRESOLVED STAFF COMMENTS~~9		20
Item 2.	PROPERTIES	~~PROPERTIES~~9		20
Item 3.	LEGAL PROCEEDINGS	~~LEGAL PROCEEDINGS~~9		20
Item 4.	MINE SAFETY DISCLOSURES	~~MINE SAFETY DISCLOSURES~~10		20
	PART II	~~PART II~~
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~11		21
Item 6.	SELECTED FINANCIAL DATA	~~SELECTED FINANCIAL DATA~~12		22
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~13		24
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~19		32
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~19		32
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~21		33
Item 9A.	CONTROLS AND PROCEDURES	~~CONTROLS AND PROCEDURES~~21		33
Item 9B.	OTHER INFORMATION	~~OTHER INFORMATION~~24		35
	PART III	~~PART III~~
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~24		36
Item 11.	EXECUTIVE COMPENSATION	~~EXECUTIVE COMPENSATION~~24		36
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~24		36
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~24		36
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~24		36
	PART IV	~~PART IV~~
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~25		37
Signatures		26		38

~~Table~~Forward-looking ofStatements ~~Contents~~

~~Forward~~This Annual Report on Form 10-K contains “forward-looking ~~Statements~~statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any statements relating to our plans and objectives of management regarding strategic alternatives, our intention to acquire one or more commercial-stage biopharmaceutical assets, the pursuit of business development activities for our programs, future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” or “continue” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the risk factors set forth in Item 1A “Risk Factors” below, and for the reasons described elsewhere in this Annual Report. All forward-looking statements and reasons why results may differ included in this Annual Report are made as of the date hereof, and we assume no obligation to update these forward-looking statements or reasons why actual results might differ.

~~This~~As used in this Annual Report on Form 10-K ~~contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any ~~statements relating to our plans and objectives of management regarding strategic alternatives, our intention to acquire one or more commercial-stage biopharmaceutical assets,~~ the ~~pursuit~~terms of business development activities for our programs, future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “~~may~~we,” “~~will~~us,” ~~“expects,”~~ “~~plans~~our,” ~~“anticipates,”~~the “~~estimates~~Company,” ~~“potential,”~~and or “~~continue~~Myrexis” ormean ~~the negative thereof or other comparable terminology~~Myrexis, Inc. ~~Although~~(unless ~~we believe that~~ the ~~expectations~~context ~~reflected~~indicates ~~in the~~a ~~forward-looking~~different ~~statements~~meaning). ~~contained~~In ~~herein are reasonable~~addition, ~~there~~these ~~can~~terms berefer noto ~~assurance that such expectations or any of~~ the ~~forward-looking~~former ~~statements~~research ~~will prove to be correct,~~ and ~~actual~~drug ~~results could differ materially from those projected or~~development ~~assumed~~businesses inthat ~~the~~were ~~forward-looking~~integrated ~~statements.~~with ~~Our future financial condition~~ and ~~results~~operated ofby ~~operations,~~Myriad ~~as well as any forward-looking statements~~Genetics, ~~are subject to inherent risks and uncertainties~~Inc., ~~including~~which but not limited to the risk factors set forth in Item 1A “Risk Factors” below, and for the reasons described elsewhere in this Annual Report. All forward-looking statements and reasons why results may differ included in this Annual Report are ~~made~~now asoperated ofby ~~the date hereof~~Myrexis, ~~and we assume no obligation to update these forward-looking statements or reasons why actual results might differ~~Inc.

As used in this Annual Report on Form 10-K, the terms “we,” “us,” “our,” the “Company,” and “Myrexis” mean Myrexis, Inc. (unless the context indicates a different meaning). In addition, these terms refer to the former research and drug development businesses that were integrated with and operated by Myriad Genetics, Inc. prior to June 30, 2009, which are now operated by Myrexis, Inc. 3

3PART I

~~Table~~Item of1. ~~Contents~~BUSINESS

~~PART~~Overview I

~~Item~~Prior 1to February 2012, Myrexis was a biopharmaceutical company that generated a pipeline of differentiated drug candidates in oncology and autoimmune diseases. ~~BUSINESS~~In February 2012, we announced that we had suspended development activity on all of our preclinical and clinical programs and retained Stifel Nicolaus Weisel, an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. Thereafter, in March 2012, we initiated an alignment of our resources involving a phased reduction in our workforce from approximately 59 employees to 1 current employee as of June 30, 2013.

~~Overview~~Based on an evaluation of strategic alternatives, we determined to pursue the acquisition of one or more commercial-stage biopharmaceutical assets, with the goal of building a commercial-stage biopharmaceutical company by optimizing their performance and profitability. Integral to these efforts, on May 11, 2012, we announced a change in management, including the appointment of Richard B. Brewer as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer. In addition, both Mr. Brewer and Mr. Gryska were appointed as members of the Board of Directors.

WeOn ~~are~~August 15, a2012, ~~biopharmaceutical~~we ~~company~~announced ~~that~~the death ~~has~~of ~~generated~~Richard B. aBrewer, ~~pipeline~~the Company’s President and Chief Executive Officer. The Board of ~~differentiated~~Directors ~~drug~~appointed ~~candidates~~David W. Gryska inas ~~oncology~~the Acting President and ~~autoimmune~~Chief ~~diseases.~~Executive ~~We currently~~Officer ~~retain~~while ~~all~~considering ~~rights~~succession plans and proceeded to ~~all~~further ofevaluate the ~~our~~Company’s ~~drug~~strategic ~~candidates~~direction in light of this development and ~~programs~~our ~~across~~progress ~~all~~to ~~geographic~~date ~~markets~~in ~~and~~identifying ~~therapeutic~~attractive ~~indications~~biopharmaceutical assets.

InOn ~~September~~November 9, ~~2011~~2012, wethe ~~announced~~Board ~~that we had completed an in-depth review~~ of Directors ~~our~~concluded ~~drug~~that ~~development~~it ~~pipeline,~~appeared ~~incorporating~~unlikely ~~extensive~~that ~~inputs from both internal and independent external analyses. As~~ a ~~result, we made a~~ strategic ~~business~~transaction ~~decision~~at toa ~~suspend~~valuation ~~any~~materially ~~further~~in ~~development~~excess of our ~~lead~~estimated liquidation ~~drug~~value ~~candidate~~would ~~Azixa,~~be ~~which~~achieved ~~was~~ in ~~Phase 2 development for~~ the ~~treatment~~near ~~of advanced primary and metastatic tumors with brain involvement~~term. ~~This~~Based ~~decision was not based~~ on ~~any~~these ~~single~~and ~~factor.~~other ~~Our review took into consideration the accumulated data from our clinical trials~~factors, the ~~evolving~~Board ~~competitive environment in Glioblastoma multiforme, or GBM, including ongoing studies~~ of ~~competitive~~Directors ~~drug~~concluded ~~candidates~~ that ~~are~~a instatutory ~~more~~dissolution ~~advanced stages of development, inputs from key opinion leaders, updated cost~~ and ~~timing~~liquidation ~~estimates,~~was ~~and~~in ~~other factors affecting~~ the ~~risks~~best ~~and~~interests ~~opportunities relating to the development~~ of ~~Azixa. On~~ the ~~basis~~Company ~~of these inputs, we concluded that completing the Phase 2b clinical trial we had underway would require a disproportionate investment of time~~ and ~~resources relative to~~ its ~~likelihood~~stockholders ~~of technical~~ and ~~regulatory~~therefore ~~success,~~unanimously ~~when compared to our other programs. Following this decision, in~~adopted ~~November 2011, we announced~~ a ~~corporate~~Plan ~~reorganization~~of toComplete ~~realign~~Liquidation ~~our resources with our development strategy~~ and ~~clinical~~Dissolution ~~initiatives following~~ (the ~~suspension~~“Plan of ~~further~~Dissolution”), ~~development~~subject ofto ~~Azixa.~~stockholder ~~The reorganization included an immediate reduction in our workforce by 15 employees or approximately 20%~~approval.

InOn ~~February~~December 14, 2012, we ~~announced~~filed ~~that we had suspended development activity~~proxy onmaterials ~~all~~with ofthe ~~our~~Securities ~~preclinical~~ and ~~clinical~~Exchange ~~programs~~Commission ~~and~~for ~~retained~~a ~~Stifel~~Special ~~Nicolaus~~Meeting ~~Weisel,~~of anstockholders ~~investment~~on ~~banking~~January 23, ~~firm~~2013, to ~~assist in reviewing~~ consider and ~~evaluating~~vote aon ~~full~~the ~~range~~Plan of ~~strategic~~Dissolution ~~alternatives~~(the to“Special ~~enhance shareholder value~~Meeting”). ~~Thereafter, in March 2012, we initiated an alignment of our resources involving a phased reduction in our workforce from approximately 59 employees to 10 current employees.~~

~~Based~~On onDecember 21, ~~our~~2012, ~~evaluation~~we ofannounced that ~~strategic~~we ~~alternatives,~~entered weinto ~~determined~~a tosettlement ~~pursue~~agreement (the ~~acquisition~~“Settlement Agreement”) that settled fully and finally a lawsuit (the “Litigation”) brought by the Alzheimer’s Institute of ~~one~~America, Inc. (“AIA”) against Myriad Genetics, Inc. (“Myriad Genetics” or ~~more~~“MGI”) ~~commercial-stage~~and ~~biopharmaceutical~~its ~~assets~~wholly owned subsidiary, Myriad Therapeutics, Inc. (formerly known as Myriad Pharmaceuticals, Inc.) (referred to hereinafter together with Myriad Genetics as “Myriad”), and the Mayo ~~goal~~Clinic ofJacksonville ~~building~~and aMayo ~~commercial-stage~~Foundation for Medical Education and Research (referred to hereinafter together as “Mayo”). ~~biopharmaceutical~~Specifically, ~~company~~AIA asserted that Myriad and Mayo infringed certain patents allegedly owned by ~~optimizing~~AIA ~~their~~in ~~performance~~connection with Myriad’s research and ~~profitability~~development of its failed Alzheimer’s drug candidate Flurizan (hereinafter referred to as the “Litigation”). Myrexis, ~~Integral~~Myriad, Mayo and AIA are hereinafter referred to ~~these~~collectively ~~efforts~~as the “Parties”. As previously disclosed, onpursuant to ~~May~~our Separation and Distribution Agreement with Myriad Genetics, dated June 1130, ~~2012~~2009, weat ~~announced~~the atime ~~change~~of inMyrexis’ ~~management~~separation from Myriad Genetics, ~~including~~Myrexis ~~the~~assumed ~~appointment~~liability for certain pending or threatened legal matters related to its business, and is obligated to indemnify Myriad Genetics for any liability arising out of ~~Richard~~such B.matters, ~~Brewer~~including asany ~~President~~costs and ~~Chief~~expenses ~~Executive~~of litigating ~~Officer~~such ~~and~~matters, ~~David~~including W.payment ~~Gryska~~of asattorneys’ ~~Chief~~fees ~~Operating~~incurred ~~Officer,~~to ~~collectively~~defend ~~bringing~~against anclaims. ~~extensive~~Accordingly, ~~track~~pursuant ~~record~~to the terms of ~~commercializing~~the Settlement Agreement, ~~acquiring~~in consideration of AIA’s release of claims against and ~~marketing~~covenant ~~pharmaceutical~~not ~~products~~to ~~throughout~~sue ~~their~~the ~~careers.~~other InParties for ~~addition~~matters related to the Litigation, ~~both~~Myrexis ~~Mr.~~agreed to (1) ~~Brewer~~pay AIA approximately $1,525,000, and (2) transfer to AIA Mrall program rights and assets associated with Myrexis’ Hsp90 inhibitor program, cancer metabolism inhibitor program, and small molecule anti-interferon (IKK€/TBK1) inhibitor program (the “Program Assets Transfer”). ~~Gryska~~ ~~were~~AIA ~~appointed~~assumed asMyrexis’ liabilities ~~members~~under the program contracts being transferred to AIA and all liabilities for the further conduct of the ~~Board~~programs, subject, in each case, to certain exclusions, including liabilities accruing or arising from events occurring prior to the Program Assets Transfer. The Settlement Agreement also includes a release of ~~Directors~~claims against AIA by each of Myrexis, Myriad and Mayo. Simultaneously with the delivery of the settlement payment to AIA by Myrexis on December 21, 2012, the Parties filed a stipulation of dismissal of the Litigation.

On ~~August~~December 1521, 2012 ~~we announced the death of Richard B. Brewer~~, ~~our~~David ~~President and Chief Executive Officer~~W. ~~The~~Gryska informed ~~Board~~Myrexis of ~~Directors~~his ~~appointed~~resignation ~~David W. Gryska~~ as ~~the~~Acting ~~acting~~ President and Chief Executive Officer, ~~while~~Chief ~~considering~~Operating ~~succession~~Officer ~~plans.~~and Inmember ~~addition,~~of the Board of Directors, iseffective ~~further evaluating~~December 24, ~~our strategic direction in light of this development and our progress to date in identifying attractive biopharmaceutical assets~~2012.

WeOn doJanuary 22, ~~not~~2013, ~~know~~the ifBoard weunanimously determined ~~will~~to becancel ~~successful~~the inSpecial ~~pursuing~~Meeting. The ~~any~~Board ~~strategic~~of ~~alternative~~Directors ordecided, ~~that~~after ~~any~~extensive ~~transaction~~and ~~will~~careful ~~occur;~~consideration ~~however~~of strategic alternatives, weto ~~are~~abandon ~~committed~~the toproposed ~~pursuing~~Plan aof ~~strategic~~Dissolution ~~direction~~and ~~that~~instead, ~~our~~the Board of Directors ~~believes~~ isdeclared ina ~~the~~special ~~best~~cash ~~interests~~distribution to ~~of our~~ shareholders. ~~During~~of ~~this~~record ~~period,~~at wethe ~~continue~~close toof ~~actively~~business ~~pursue~~on ~~business~~February 4, ~~development~~2013 ~~opportunities~~in ~~for~~the ~~each~~amount of ~~our~~$2.86 ~~programs~~per share. ~~However,~~The ~~despite~~cash ~~our~~distribution was ~~significant~~paid ~~efforts~~on toFebruary 15, ~~identify~~2013, and ~~attract~~the ~~third~~Company’s ~~parties~~common ~~to whom~~stock webegan ~~could~~trading ~~out~~ex-~~license~~dividend oron ~~sell these assets for further development~~Tuesday, ~~we have been unsuccessful to date~~February 19, 2013.

We currently do not have any drugs that are commercially available and none of our drug candidates have obtained approval of the U.S. Food and Drug Administration, or FDA, or any similar foreign regulatory authority. 4

4On January 22, 2013, the Board of Directors also appointed Jonathan M. Couchman as a Class II director of the Company and as its President and Chief Executive Officer. Subsequent to Mr. Couchman’s appointment to the Board of Directors, the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned.

~~Table~~On February 13, 2013, Steven Scheiwe and Michael Pearce were appointed to the Board of ~~Contents~~Directors.

~~Our~~On ~~Oncology~~February ~~Programs~~28, 2013, Andrea Kendell’s employment as CFO terminated voluntarily and on March 1, 2013, Mr. Couchman was appointed CFO of Myrexis.

WeOn ~~have~~April ~~two~~26, ~~programs~~2013, inthe ~~oncology.~~Company Asheld ~~indicated~~its 2012 inAnnual ~~our~~Meeting ~~February~~of shareholders (the “2012 ~~announcement~~Annual Meeting”). At the 2012 Annual Meeting, westockholders ~~have~~of ~~suspended~~the ~~development~~Company elected ~~activities~~Steven inD. ~~these~~Scheiwe ~~programs~~as ~~and~~a ~~are~~Class ~~actively~~I ~~pursuing~~director ~~business~~for ~~development~~a ~~opportunities with~~term ~~respect~~ending toat ~~them.~~the ~~Despite~~2013 ~~significant~~annual ~~efforts,~~meeting ~~however~~of stockholders, weJonathan ~~have~~M. ~~been~~Couchman as ~~unsuccessful~~a toClass ~~date~~II indirector ~~identifying~~for ~~and~~a ~~attracting~~term ~~third~~ending ~~parties~~at tothe ~~whom~~2014 weannual ~~could~~meeting ~~out-license~~of orstockholders ~~sell~~and ~~these~~Michael ~~assets~~C. Pearce (“Disinterested Director”) as a Class III director for ~~further~~a ~~development.~~term ending at the 2015 annual meeting of stockholders.

•After ~~Hsp90~~giving ~~Inhibitor~~effect ~~Program~~to the payment of the cash distribution on February 15, 2013, as of June 30, 2013, we had approximately $1.1 ~~Our~~million ~~compound~~in ~~MPC-3100~~cash and cash equivalents. The Company is anin ~~Hsp90~~the ~~inhibitor~~early ~~for~~stages of reviewing the ~~treatment~~scope of ~~cancer~~strategic alternatives that may be available for consideration. InDue ~~November~~to limited ~~2011~~cash resources available to the Company, wethe ~~presented~~delisting by Nasdaq of the ~~results~~Company’s shares and the potential impact on the Company’s NOLs of anany ~~open-label,~~significant ~~dose-escalating,~~share ~~multiple-dose,~~issuance ~~Phase~~under 1Section ~~study~~382 of ~~MPC-3100~~the inInternal 26Revenue ~~patients~~Code, ~~with~~among ~~recurrent~~other ~~cancer~~things, the orCompany ~~cancer~~may ~~refractory~~conclude to liquidate if available ~~systemic~~strategic ~~therapy.~~alternatives ~~Our~~cannot ~~compound~~be ~~MPC-0767~~identified isin a ~~novel~~reasonable ~~L-alanine~~period ~~ester~~of ~~pro-drug~~time. To ofthe ~~MPC-3100~~extent ~~that~~any ~~was~~strategic ~~designed~~alternatives or transactions are identified, it will most likely be necessary to ~~have~~raise ~~improved~~additional ~~aqueous~~funds to ~~solubility~~consummate ~~compared~~any such alternative or transaction, although there is no assurance we will be able to ~~MPC-3100~~do so. We ~~have~~do ~~completed~~not ~~all~~know ~~preclinical~~if ~~activities~~we will ~~required~~be ~~for~~successful ~~submission~~in ofpursuing anany ~~investigational~~strategic ~~new~~alternative ~~drug~~or ~~application,~~that orany ~~IND~~transaction will occur; however, ~~for~~we ~~MPC-0767~~are committed to pursuing a strategic direction that our Board of Directors believes is in the best interests of our shareholders. We currently do not have any drugs that are commercially available.

•In ~~Cancer~~light ~~Metabolism~~of ~~Inhibitor~~the ~~Program.~~Company’s ~~MPC-8640~~limited activities at the present time, the Company has determined that it is ~~our~~advisable ~~lead~~to ~~preclinical~~terminate ~~compound~~the ~~for~~registration of its common stock under the ~~Cancer~~Securities ~~Metabolism~~Exchange ~~Inhibitor~~Act of 1934, oras ~~CMI~~amended. The Company anticipates filing a Form 15 with the Securities and Exchange Commission (the “SEC”) to effect this deregistration in the near future. After careful consideration, ~~program~~the Board of Directors decided to deregister based on its belief that the savings the Company will achieve as a result of deregistration, particularly on costs related to the preparation and filing of SEC reports and compliance with Sarbanes-Oxley obligations, will benefit shareholders, and such benefits will outweigh any advantages of continuing as an SEC reporting company. The Asobligation of ~~June~~filing ~~2012~~SEC reports and complying with Sarbanes-Oxley has become too burdensome and expensive for a company of Myrexis’ size. Upon the filing of the Form 15, wethe ~~have~~Company’s ~~completed~~obligation ~~certain~~to ~~IND~~file ~~enabling~~periodic ~~studies~~and current reports with the SEC, including Forms 10-K, 10-Q, and 8-K, will be suspended.

Oncology ~~Background~~Programs

~~Cancers~~As ~~are~~indicated ~~diseases~~in ~~characterized~~our byFebruary ~~abnormal~~2012 ~~and~~announcement, we ~~uncontrolled~~have ~~cell~~suspended ~~growth~~development ~~and~~activities ~~division,~~for ~~typically~~the ~~leading~~remaining tooncology ~~tumor formation~~programs. AsDespite asignificant ~~tumor grows~~efforts, ithowever, ~~can~~we ~~directly~~have ~~disrupt~~been unsuccessful ~~organ~~to ~~function~~date atin ~~its~~identifying ~~site~~and ofattracting ~~origin.~~third Inparties ~~addition,~~to ~~cancer~~whom ~~cells~~we ~~can~~could ~~also~~out-license ~~spread~~or tosell ~~other~~these ~~organs,~~assets ~~such~~for asfurther development. ~~the brain~~Thus, ~~bones~~under ~~and~~the ~~liver,~~Settlement byAgreement awith ~~process~~AIA, ~~called~~we ~~metastasis.~~transferred ~~The~~to ~~growth~~AIA ofall ~~metastatic~~program ~~tumors~~rights atand ~~these~~assets ~~new~~associated ~~sites~~with ~~can~~Myrexis’s ~~disrupt~~hsp90 ~~the~~inhibitor ~~function~~program, ofcancer ~~these~~metabolism ~~other~~inhibitor ~~organs. There are many kinds of cancer~~program, ~~but~~and ~~all~~small ~~are~~molecule ~~characterized~~anti-interferon by(IKK€/TBK1) inhibitor ~~uncontrolled growth of abnormal cells~~program.

~~Our~~Intellectual ~~Hsp90~~Property ~~Inhibitor Program for the Treatment of Cancer~~

~~Background~~As a result of the Settlement Agreement, we own or have licensed rights to at least two issued patents and at least one patent application in the United States. Issued patents expire between 2026 and 2027. Any patent applications which we have filed or will file or to which we have licensed or will license rights may not issue, and patents that do issue may not contain commercially valuable claims. In addition, any patents issued to us or our licensors may not afford meaningful protection for our products or technology, or may be subsequently circumvented, invalidated or narrowed, or found unenforceable. Our processes and potential products may also conflict with patents which have been or may be granted to competitors, academic institutions or others. As the pharmaceutical industry expands and more patents are issued, the risk increases that our processes and potential products may give rise to claims of patent infringement by other companies, institutions or individuals. These entities or persons could bring legal actions against us claiming damages and seeking to enjoin clinical testing, manufacturing and marketing of the related product or process. If any of these actions are successful, in addition to any potential liability for damages, we could be required to cease the infringing activity or obtain a license in order to continue to manufacture or market the relevant product or process. We may not prevail in any such action and any license required under any such patent may not be made available on acceptable terms, if at all.

Heat shock protein 90, or Hsp90, is involved in the folding and stabilization of many proteins, including mutant oncogenes that become reliant on Hsp90 to maintain their activity, making them particularly sensitive to Hsp90 inhibition. Targeted therapies against such mutant oncogenes, such as ALK, HER2, FLT3 and B-RAF, have proven to be efficacious in the clinic and we believe that by inhibiting these targets through the different mechanism of Hsp90 inhibition, either as monotherapy or in combination with these targeted therapies, clinical efficacy and the duration of response can be improved. 5

WeLicense ~~believe~~and ~~that~~Collaboration ~~the potential for Hsp90 inhibitors to improve therapeutic outcomes across a number of oncogene “addicted”~~Agreement ~~cancers, coupled~~ with ~~the~~EpiCept ~~oral~~Corporation ~~bioavailability, long half-life and the relative safety profile of our compounds makes our Hsp90 inhibitor program a potentially attractive program.~~

~~MPC-3100~~Myriad Genetics had entered into a license agreement (the “License Agreement”) for exclusive rights to utilize certain intellectual property rights related to the drug candidate Azixa with Maxim Pharmaceuticals, Inc. and ~~MPC-0767:~~Cytovia, ~~Preclinical~~Inc. ~~Development~~All licensed rights of Maxim and Cytovia were subsequently acquired by EpiCept Corporation, and Maxim, Cytovia and EpiCept are collectively referred to herein as EpiCept. Pursuant to the separation agreement with MGI, Myrexis assumed all rights and obligations under the License Agreement.

~~MPC-3100~~In ~~and~~September ~~MPC-0767~~2011, aMyrexis ~~pro-drug~~announced ofthat it ~~MPC-3100,~~had ~~are~~suspended ~~fully~~any ~~synthetic,~~further ~~orally~~development ~~bio-available,~~of ~~non-geldanamycin~~Azixa. ~~Hsp90~~On ~~inhibitors~~August 28, ~~that~~2012, ~~have~~Myrexis ~~shown~~provided ~~significant~~EpiCept ~~and~~notice ~~broad~~of ~~preclinical~~termination ~~anti-tumor~~of ~~activity in mouse~~the ~~models~~License ofAgreement ~~human~~following ~~cancers.~~its ~~These~~election ~~unique~~to ~~molecules~~terminate ~~are~~all ~~structurally~~of ~~distinct~~its ~~from~~efforts ~~the~~to ~~geldanamycin~~develop ~~family~~and ofcommercialize ~~early~~Azixa ~~Hsp90~~in ~~inhibitors,~~any ~~which~~major ~~are~~market as ~~associated~~such ~~with~~products ~~certain~~and ~~toxicities.~~markets ~~MPC-3100~~are ~~inhibits~~defined ~~Hsp90~~in ~~by binding to~~ the ~~same~~agreement. ~~site~~On asJanuary 4, ~~geldanamycin~~2013, Myrexis and ~~has~~ ~~displayed~~EpiCept ~~potent~~entered ~~anti-cancer~~into ~~activity~~an inAsset ~~multiple~~Purchase Agreement in(the ~~vitro~~“APA”) ~~and~~which inexpressly ~~vivo~~terminated ~~models.~~the ~~MPC-3100~~License ~~significantly~~Agreement and ~~dose-dependently~~assigned ~~reduced~~to ~~tumor~~EpiCept ~~growth~~rights in ~~studies~~intellectual property, ~~conducted~~regulatory infilings ~~mice~~and ~~implanted~~certain ~~with~~other aassets ~~variety~~ of ~~human~~Myrexis ~~cancer~~related ~~cell~~to ~~lines, including~~its ~~colon,~~Azixa ~~prostate,~~development ~~myeloid~~program ~~leukemia,~~for ~~small-cell lung, gastric, breast, and ovarian cancers~~$1.00. InThe ~~April~~APA ~~2011,~~expressly terminates wethe ~~reported~~License ~~additional~~Agreement ~~preclinical~~without ~~data~~further onliability ~~our~~of ~~Hsp90~~either ~~inhibitor~~Myrexis ~~program~~or atEpiCept. ~~the~~Myrexis ~~annual~~has ~~meeting~~no offurther ~~the~~obligation ~~American Association~~ for ~~Cancer~~ ~~Research~~royalty inor ~~Orlando,~~milestone ~~Florida~~payments to EpiCept. The ~~data~~APA ~~presented~~provides ~~included~~for acertain ~~demonstration~~royalty ~~that~~and ~~the~~milestone ~~combination~~payments ofto ~~MPC-3100~~be ~~with~~made ~~other~~to ~~targeted~~Myrexis ~~therapies,~~should EpiCept ~~including~~or ~~erlotinib~~its licensee develop and ~~sorafenib,~~commercialize ~~showed~~a ~~greater~~product inusing ~~vivo~~intellectual ~~anti-tumor~~property ~~activity~~rights ~~compared~~transferred to ~~either~~EpiCept ~~agent alone,~~under ~~suggesting~~ the APA.

5 Employees

~~Table~~As of ~~Contents~~June 30, 2013, we had one employee, Jonathan M. Couchman, our Chief Executive Officer and Chief Financial Officer.

~~potential~~Corporate ofHistory combining MPC-3100 with these targeted cancer therapies in the clinic. We also presented a preliminary assessment of MPC-0767, a novel L-alanine ester pro-drug of MPC-3100, which is designed to have improved aqueous solubility. Animal studies showed that MPC-0767 displayed pharmacokinetics comparable to MPC-3100 and ~~equivalent~~Available ~~efficacy,~~Information ~~inducing significant tumor regressions.~~

~~MPC~~We were incorporated as Myriad Pharmaceuticals, Inc. in Delaware in January 2009 as a new, wholly owned subsidiary of Myriad Genetics, Inc. in order to effect the separation and spin-~~3100:~~off ~~Clinical~~of ~~Development~~Myriad Genetics’ research and drug development businesses as a stand-alone, independent, publicly traded company. In connection with the formation of this new subsidiary, Myriad Genetics’ existing subsidiary, Myriad Pharmaceuticals, Inc., changed its corporate name to Myriad Therapeutics, Inc. On June 30, 2009, Myriad Genetics contributed substantially all of the assets and certain liabilities of its research and drug development businesses as well as $188 million in cash and marketable securities to us and effected the spin-off of our company through the pro rata dividend distribution to its stockholders of all outstanding shares of our common stock. Effective July 1, 2010, we changed our name from Myriad Pharmaceuticals, Inc. to Myrexis, Inc. Our principal executive offices are located c/o Xstelos Holdings, Inc. at 630 Fifth Avenue, Suite 2260, New York, New York 10020. Our telephone number is 801-214-7800 and our web site address is www.myrexis.com. We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference and do not intend it to be an active link to our web site. We make available free of charge through the “Investors” section of our web site our Corporate Code of Conduct and Ethics, our Audit Committee and other committee charters and our other corporate governance policies, as well as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

WeItem submitted an IND application for MPC-3100 in the first quarter of 2009 and initiated patient enrollment of a Phase 1 clinical trial in the second quarter of 2009 to investigate the safety and tolerability of MPC-3100, pharmacokinetics, and the potential for anti-tumor activity1A. ~~The~~RISK Phase 1 study was an open-label, dose-escalating, multiple-dose study in which 26 patients aged 45-85 years with recurrent cancer or cancer refractory to available systemic therapy were treated with MPC-3100. Patients received oral MPC-3100 either once daily for 21 days followed by seven days off (cohorts 1-5, at doses of 50, 100, 165, 245, and 340mg/m2, respectively) or continuously for a 28-day cycle at doses spaced 12 hours apart (cohorts 6-7, at total daily doses of 480mg/kg and 640mg/kg, respectively). The primary objective of the Phase 1 study was to determine the safety and tolerability of MPC-3100 in cancer patients. The study also included secondary objectives such as characterization of the pharmacokinetic parameters, determining anti-tumor activity of MPC-3100, and evaluating certain pharmacodynamic biomarkers. In November 2011, we presented the results of this study at the AACR-NCI-EORTC Molecular Targets and Cancer Therapeutics meeting in San Francisco. The study demonstrated that MPC-3100 was generally safe and well tolerated at doses below 600mg/kg per day. The most common adverse events were gastrointestinal, including diarrhea, nausea, and vomiting. Pharmacokinetic analysis indicated that the maximum plasma concentration, or Cmax, and the area under the curve, or AUC (0-12h), increased proportional to the dose of MPC-3100. The terminal plasma half-life of MPC-3100 ranged from 4.8 to 21.4 hours with a mean half-life of 11.2 hours. The best clinical response was stable disease (12/26; 46%), with a median duration of 11.1 weeks (range 3.0-52.3 weeks). On target activity of MPC-3100 was confirmed by biomarker analysis, which suggested effective and persistent in vivo inhibition of Hsp90. FACTORS

~~MPC-3100~~The risks and ~~MPC-0767:~~uncertainties described ~~Future~~below ~~Clinical~~are ~~Development~~those that we currently believe may materially affect our company. If any of the following risks actually occur, they may materially harm our business, our financial condition and our results of operations.

WeRisks ~~have~~Relating ~~conducted non-clinical studies as well as other technical, regulatory and market~~to ~~assessments~~Our ~~with~~Evaluation ~~the objective~~ of ~~identifying~~Strategic ~~optimal~~Alternatives ~~cancer indications~~ and ~~drug~~Our combination regimens to potentially advance one or both of our Hsp90 inhibitor compounds into Phase 2 clinical development. We believe we have completed all preclinical activities required for submission of an IND for MPC-0767. Business

~~Our~~We ~~Cancer~~cannot ~~Metabolism~~assure ~~Inhibitor~~you ~~Program~~that the Company’s new management team will identify a strategic alternative or direction that will yield additional value for our shareholders.

~~Our~~As ~~CMI~~announced ~~program~~in isconnection ~~focused~~with onthe former Board of Directors’ declaration of the ~~inhibition~~special cash distribution to our shareholders and their resignation and appointment of ~~Nicotinamide~~Jonathan ~~phosphoribosyltransferase~~M. Couchman as our initial sole director and chief executive officer, orMr. Couchman ~~Nampt~~will be further evaluating strategic alternatives with a view to generating additional value for our shareholders. However, anwe ~~enzyme~~cannot ~~involved~~assure inyou ~~the~~that ~~production~~Mr. Couchman and any other members of the management team he appoints will succeed in identifying a strategic direction that will result in ~~Nicotinamide~~additional ~~Adenine~~value ~~Dinucleotide~~for the shareholders at any particular time, or ~~NAD~~at all. Moreover, ~~which~~even isif anthe ~~essential~~new ~~cofactor~~management ~~for~~team ~~the~~identifies ~~production~~and pursues ofa ~~cellular~~promising ~~energy~~strategic course, there can be no assurance that istheir ~~critical~~efforts ~~for~~to ~~cell~~execute ~~survival,~~such ~~growth~~plans will result in any initiatives, agreements, ~~and~~transactions ~~DNA~~or ~~repair.~~plans that will enhance shareholder value.

Cancer cells, in addition to spending energy on rapid, unregulated growth, must also invest significant energy on DNA synthesis and repair mechanisms to cope with the DNA damage. As a result, cancer cells are more susceptible to metabolic downshifts than healthy cells, and the NAD depletion caused by Nampt inhibitors has a greater effect on tumors versus normal tissue. 6

~~MPC-8640~~We isanticipate ~~our lead preclinical compound for our CMI program. MPC-8640 is an orally bio-available pro-drug of a follow-on molecule to our prior CMI drug candidate, MPC-9528,~~ that ~~has~~we ~~enhanced~~will ~~solubility and~~incur ~~distinct~~losses ~~pharmacokinetic advantages and is being developed~~ for the ~~treatment of cancer. Both the active moiety of MPC-8640 (MPI-0487316) as well as MPC-9528 inhibit Nampt in vitro and in cells at picomolar drug concentrations~~foreseeable ~~and~~future are tumoricidal in every cancer line tested to date representing 17 different tumor tissue types. Both compounds display on-target activity by potently reducing NAD levels, which leads to inhibition of glycolysis, energy deprivation and ~~cell death~~we inmay ~~tumor~~never ~~cells,~~achieve ~~while~~or ~~NAD~~sustain ~~levels in normal tissues are less affected~~profitability.

We incurred losses of $11.6 million, $31.2 million and $38.7 million for the years ended June 30, 2013, 2012 and 2011, respectively. Although our expenses have been reduced dramatically through multiple reductions in our personnel, and although our research and development efforts no longer continue, we expect to continue to incur operating expenses and anticipate that we will continue to have losses in the foreseeable future as we pursue a new strategic direction. Moreover, even if our Board of Directors determines to pursue a different strategic alternative, we expect that significant expenses will be involved in implementing any such strategic path, which will further reduce our limited existing capital. We may never achieve or sustain profitability as a business. In addition, after giving effect to the special cash distribution to our shareholders of record on February 4, 2013, we have $1.1 million in cash and cash equivalents remaining in the Company as of June 30, 2013.

~~Table~~We may require additional capital to fund our pursuit and consummation of ~~Contents~~whatever strategic course our new Board of Directors and management determine.

InWe ~~preclinical~~have ~~efficacy~~$1.1 ~~studies,~~million ~~MPC-8640~~in cash and ~~MPC-9528~~cash ~~causes~~equivalents remaining ~~dramatic~~in ~~tumor~~the ~~regressions~~Company inas ~~multiple~~of ~~tumor~~June ~~types~~30, ~~when~~2013. ~~administered~~We ~~orally~~anticipate ~~with~~this ~~either~~to abe ~~low~~sufficient ~~daily~~to ~~dosing~~fund orongoing apublic ~~higher~~company ~~intermittent~~and other related ~~dose~~operational ~~regimen~~costs ~~and~~for ~~are~~at ~~well~~least ~~tolerated~~12 months. ~~This~~Accordingly, ~~anti-tumor~~we ~~activity~~may isrequire ~~dose-dependent~~additional ~~and~~capital ~~tightly correlated~~ to ~~the~~pursue ~~level~~whatever ofstrategic ~~NAD depletion, confirming~~ direction the ~~on-target~~new ~~mechanism~~Board of ~~action.~~Directors ~~The~~and ~~sensitivity~~management ofdetermine ~~tumor cells~~ to ~~our~~undertake. ~~Nampt~~There ~~inhibitors~~can ~~in vitro~~be ~~appears~~no toassurance ~~parallel~~that ~~their~~such ~~anti-tumor~~additional ~~potency~~funding inwill ~~xenograft~~be available ~~models~~on ~~and~~terms isthat ~~linked~~are acceptable to ~~basal~~us, ~~Nampt~~or ~~expression~~at ~~levels~~all. ~~Nampt~~If ~~expression~~adequate ~~levels~~funds ~~may~~are ~~therefore~~not ~~have~~available ~~utility~~on ~~for~~a ~~predicting~~timely ~~tumor~~basis, ~~response~~we tomay ~~Nampt~~not ~~inhibitors.~~be ~~Nicotinic acid is~~able ~~converted~~ to ~~NAD~~effectively ~~through~~implement anany ~~alternative~~new ~~pathway~~strategic ~~that~~plan isand ~~dependent~~may ~~upon~~have ~~the~~to ~~enzyme Nicotinic acid phosphoribosyltransferase (Naprt1) which does not involve Nampt~~liquidate. InWe ~~tumor~~may ~~cell~~seek ~~types~~to ~~with~~raise ~~sufficient~~any ~~Naprt~~necessary ~~expression~~funds tothrough ~~support~~public or ~~this~~private ~~NAD~~equity ~~biosynthetic pathway~~offerings, ~~nicotinic~~debt ~~acid~~financings ~~(niacin,~~or ~~Vitamin~~strategic ~~B3)~~alliances ~~can~~and ~~completely~~licensing ~~block~~arrangements. ~~the~~We ~~NAD-reducing~~may ~~and~~elect ~~tumoricidal~~to ~~activity~~raise ofadditional funds ~~MPC-9528.~~even ~~Our~~before ~~studies~~we ~~have~~need ~~found~~them ~~that~~if ~~approximately~~the ~~40%~~conditions offor ~~tumor~~raising ~~cell~~capital ~~lines~~ are ~~deficient~~favorable. inWe ~~Naprt1~~may ~~and~~not inbe ~~these~~able ~~cells,~~to ~~nicotinic~~obtain ~~acid~~additional ~~has~~financing ~~little~~on toterms nofavorable ~~effect~~to onus, ~~MPC-9528~~if ~~tumoricidal~~at ~~activity~~all. ~~Furthermore,~~General inmarket ~~animal~~conditions ~~model~~may ~~studies,~~make ait ~~combination~~very ofdifficult ~~nicotinic~~for ~~acid~~us ~~with~~to ~~MPC-9528~~seek ~~increases~~financing from the ~~tolerated~~capital markets. ~~dose~~We ofmay ~~MPC-9528,~~be ~~while~~required ~~still~~to ~~causing~~relinquish ~~growth~~rights ~~inhibition~~to ofour ~~tumors~~remaining ~~deficient~~intellectual inproperty ~~Naprt1. This~~assets, ~~demonstrates~~or ~~the~~grant ~~potential~~licenses toon ~~increase~~terms ~~the~~that are ~~therapeutic~~not ~~index~~favorable ~~and~~to ~~efficacy~~us, ofand awe ~~Nampt~~may ~~inhibitor~~be byrequired ~~combining~~in itconnection with ~~nicotinic~~entering ~~acid~~into new strategic arrangements to ~~treat~~accept ~~patients~~terms ~~with~~less favorable ~~tumors~~than ~~that~~would ~~are~~be ~~deficient~~the incase ~~Naprt1.~~if Awe ~~diagnostic~~had ~~method~~greater ~~designed~~financial toassets. ~~measure~~In ~~Naprt1 expression~~addition, ~~could~~our beshareholders ~~used~~may tosuffer ~~identify~~substantial ~~those~~dilution of ~~patients~~their ~~with~~economic ~~Naprt1~~interests ~~deficient~~in ~~tumors~~Myrexis ~~that~~as ~~are~~a ~~most~~result ~~likely~~of toany ~~benefit~~future ~~from~~financial ~~this~~or ~~combination~~other ~~therapy.~~strategic transaction.

~~Additional~~Our ~~preclinical~~Chief ~~studies~~Executive ofOfficer ~~MPC-9528~~and ~~support~~Chief ~~the~~Financial ~~potential~~Officer serves ofas ~~Nampt~~the ~~inhibitors~~Chief ~~for~~Executive ~~broad~~Officer ~~spectrum tumoricidal activity as monotherapy~~ and inChief aFinancial ~~variety~~ of ~~combinations~~another ~~with~~company, ~~other~~and ~~agents.~~he ~~Inhibition of~~may ~~Nampt~~not bybe ~~MPC-9528~~able ~~was shown~~ to ~~exhibit~~devote ~~synergistic~~the ~~anti-tumor~~requisite ~~activity~~time to ~~when coupled with DNA damaging agents~~evaluate, ~~such~~develop ~~as alkylating agents~~ and ~~thymidylate~~pursue ~~synthase inhibitors. These common classes of chemotherapy drugs also reduce NAD cellular levels as~~ a ~~result~~strategic ofplan ~~their~~that ~~mechanism~~will ofenhance ~~action,~~shareholder ~~specifically by activating the NAD-consuming enzyme poly (ADP-ribose) polymerase (PARP)~~value. ~~The~~Moreover, ~~mechanism~~he ofmay ~~action~~not ofbe ~~our~~able ~~Nampt~~to ~~inhibitors~~attract ~~is distinct from these~~ other executives ~~agents, leading~~ to athe ~~combined effect~~management team on ~~cellular~~a ~~NAD~~timely ~~levels and synergistic anti-tumor activity~~basis.

InJonathan ~~June~~M. ~~2011~~Couchman, ~~preclinical~~our ~~studies~~new onChief ~~MPC-9528 and~~Executive ~~MPI-0487316~~Officer, ais ~~structurally~~employed ~~distinct~~by ~~Nampt~~us ~~inhibitor~~under ~~and~~an ~~the~~agreement ~~active~~that ~~moiety~~provides ofhim ~~MPC-8640,~~$1.00 ~~were~~per ~~presented~~year atin ~~the~~salary, ~~annual~~and ~~meeting~~he ofcurrently serves as the ~~American~~Chief Executive ~~Society~~Officer of ~~Clinical~~Xstelos ~~Oncology~~Holdings, Inc. (~~ASCO~~“Xstelos”), inanother ~~Chicago~~public company. ~~Oral~~Given ~~administration~~his ofother ~~either~~employment ~~compound resulted in tumor~~commitments, ~~regressions~~there incan ~~animal~~be ~~model~~no ~~studies~~assurance ~~across~~that ~~multiple dosing schedules~~Mr. Couchman ~~MPC-8640~~will isbe aable ~~pro-drug~~to ofdevote ~~MPI-0487316~~the ~~with~~time ~~enhanced~~necessary, ~~solubility~~or ~~and~~at ~~distinct~~the ~~pharmacokinetic~~necessary ~~advantages. In November 2011~~times, weto ~~presented~~conduct the ~~data~~planned ~~from~~further ~~preclinical~~evaluation ~~studies~~ of ~~MPC-8640~~strategic ~~at the~~alternatives, ~~AACR-NCI-EORTC~~or ~~Molecular~~to ~~Targets~~pursue and ~~Cancer~~execute ~~Therapeutics~~whatever ~~meeting~~strategic inpath ~~San~~may ~~Francisco.~~ultimately Inbe ~~these~~determined. Moreover, ~~studies~~Andrea Kendell, ~~mice~~our ~~with~~former ~~HT1080~~Chief ~~human~~Financial ~~fibrosarcoma~~Officer, ~~xenograft~~ended ~~tumors~~her ~~were~~full-time ~~treated~~employment ~~orally~~position with ~~MPC-8640~~Myrexis on ~~either~~February 28, 2013. aMr. ~~once-daily~~Couchman orwas ~~twice-daily~~retained ~~dosing~~as ~~schedule. After~~Chief ~~one~~Financial ~~week~~Officer ofon ~~treatment~~March 1, ~~the~~2013. ~~mice~~During ~~demonstrated~~this ~~complete~~leadership ~~tumor~~transition, ~~growth~~Mr. Couchman will ~~inhibition~~bear ~~at lower doses and~~ substantial ~~tumor~~additional ~~regression~~leadership ~~at higher doses. Significantly~~responsibilities, ~~tumor~~which ~~regression~~may ~~could~~present bechallenges ~~achieved~~in ~~well~~identifying ~~below~~business ~~the maximum tolerated dose of MPC-8640,~~opportunities and ~~the~~making ~~anti-tumor~~significant ~~response~~business ~~observed~~decisions ~~after~~with ~~one~~a ~~week~~very ofsmall ~~dosing~~executive ~~was~~team. ~~maintained~~Any ~~for~~failure atto ~~least~~manage ~~one~~this ~~week~~leadership ~~without~~transition ~~further~~successfully could ~~treatment.~~have ~~The~~a ~~results~~material ~~also~~adverse ~~demonstrated~~effect ~~that~~on ~~MPC-8640~~the isprospects ~~effectively~~for ~~converted~~a ~~into~~successful ~~active~~new ~~Nampt~~strategic ~~inhibitor,~~course. ~~either~~It is possible in the ~~gut~~future orthat ~~immediately~~we ~~upon~~may ~~absorption,~~determine asit ~~evidenced~~to bybe ~~the~~advisable ~~lack~~to ofenter ~~significant~~into ~~plasma~~a ~~concentrations~~financing ofor ~~intact~~other ~~MPC-8640.~~transaction ~~Taken together, these results demonstrate that oral treatment~~ with ~~MPC-8640~~Xstelos. isIn ansuch ~~effective~~event ~~mode~~we ofwould ~~delivery of active Nampt inhibitor and~~anticipate that ~~administration~~any ofsuch ~~this~~transaction ~~drug~~would ~~results~~be inevaluated ~~significant anti-tumor activity in animal models of cancer. We have completed certain IND enabling studies on MPC-8640~~ and ~~have~~approved ~~suspended~~by ~~any~~our ~~new~~Disinterested ~~development activities on this program~~Director.

~~Our~~We ~~Small-Molecule~~may ~~Autoimmune~~be ~~Disease~~unable ~~Program~~to realize the benefits of our net operating losses (“NOLs”).

~~Oral~~NOLs ~~Anti~~may be carried forward to offset federal and state taxable income in future years and eliminate income taxes otherwise payable on such taxable income, subject to certain limits and adjustments. Based on current income tax rates, if fully utilized, our NOLs and other carry-~~interferon~~forwards ~~Program~~could ~~for~~provide a benefit to us of significant future tax savings. However, our ability to use these tax benefits in future years will depend upon our ability to comply with the ~~Treatment~~rules relating to the preservation and use of ~~Autoimmune~~NOLs ~~Diseases~~and the amount of our otherwise taxable income. If we do not have sufficient taxable income in future years to use the tax benefits before they expire, we will lose the benefit of these NOLs permanently. Consequently, our ability to use the tax benefits associated with our NOLs will depend significantly on our success in identifying suitable new business opportunities and acquisition candidates that maximize our NOLs, and once identified, successfully becoming established in this new business line or consummating such an acquisition.

~~MPI-0485520~~Additionally, isif ~~our~~we ~~lead~~underwent ~~preclinical~~an ~~compound~~ownership change, inthe ~~our~~NOLs ~~small-molecule~~would ~~anti-interferon~~be ~~program~~subject ~~for~~to ~~autoimmune~~an ~~diseases.~~annual Itlimit ~~has~~on ~~demonstrated proof~~the amount of ~~concept~~the ~~activity~~taxable inincome anthat ~~animal~~may ~~model~~be ofoffset by our NOLs generated prior to the ~~autoimmune~~ownership ~~disease~~change ~~rheumatoid~~and ~~arthritis,~~we may be unable to use a significant portion or RAall of our NOLs to offset taxable income. AsWe have adopted a tax benefits preservation plan and filed an amendment to our Certificate of ~~June~~Incorporation ~~2012~~that restricts certain transfers of our common stock with the intention of reducing the likelihood of an ownership change. However, we ~~have~~cannot ~~concluded~~assure you that these measures will be effective in deterring or preventing all ~~lead~~transfers ~~optimization~~of ~~activities~~our ~~and~~common ~~have~~stock that could result in such an ownership change.

~~Table~~The amount of ~~Contents~~NOLs that we have claimed has not been audited or otherwise validated by the U.S. Internal Revenue Service (the “IRS”). The IRS could challenge our calculation of the amount of our NOLs and our determinations as to when a prior change in ownership occurred, and other provisions of the Internal Revenue Code may limit our ability to carry forward our NOLs to offset taxable income in future years. If the IRS was successful with respect to any such challenge, the potential tax benefit that the NOLs would provide us could be substantially reduced.

~~suspended~~Our ~~any~~common ~~new~~stock ~~development~~has ~~activities~~been ondelisted ~~this~~from ~~program.~~The WeNASDAQ ~~continue to actively pursue business development opportunities for this program. Despite significant efforts, however, we have been~~Global ~~unsuccessful~~Market toresulting ~~date~~ in ~~identifying~~a ~~and~~more ~~attracting~~limited ~~third~~market ~~parties to whom we could out-license or sell these assets~~ for ~~further~~our ~~development~~common stock.

~~IKKe~~On ~~and~~January 28, ~~TBK1~~2013, ~~are~~we ~~kinases~~received ~~that~~a letter ~~serve~~(the as“Letter”) ~~key~~from ~~regulators~~the Listing Qualifications Department of ~~the~~The ~~pathway~~NASDAQ Stock Market LLC informing us that ~~activates~~the NASDAQ ~~alpha~~Staff had determined to utilize its discretionary authority and ~~beta~~initiate ~~interferon~~proceedings ~~expression.~~to ~~Inhibition~~delist ofour ~~these~~securities ~~kinases~~from ~~thereby~~The NASDAQ ~~inhibits~~Stock aMarket. The ~~major~~Letter ~~pro-inflammatory~~stated ~~pathway~~that ~~involved~~the inStaff based their determination on their belief that Myrexis is a ~~number~~“public shell,” and the resignation of ~~autoimmune~~all ~~diseases~~our independent directors. Further, ~~including~~as RAa result of the resignation of our independent directors, we ~~Lupus~~no ~~and~~longer ~~psoriasis.~~complied Wewith ~~have~~the ~~demonstrated~~following: the majority independent board requirement set forth in ~~preclinical~~Listing ~~studies~~Rule ~~that~~5605(b)(1); ~~treatment~~the audit ~~with~~committee ~~our~~composition ~~oral~~requirement ~~anti-interferons,~~set orforth ~~OAI’s,~~in ~~inhibits~~Listing Rule 5605(c)(2); the compensation committee requirements set forth ~~interferon~~in ~~response~~Listing Rule 5605(d); and the nominating committee requirements set forth in ~~several~~Listing ~~animal~~Rule ~~models,~~5605(e). We ~~including~~did ~~significant~~not ~~inhibition~~request an appeal of this ~~response~~determination, and ~~reduction~~trading in our stock on the ~~severity~~NASDAQ Global Market was suspended on February 1, 2013. As of February 1, ~~clinical~~2013, ~~symptoms~~we began trading in athe ~~mouse~~over-the-counter, ~~model~~or OTC Markets under the symbol MYRX. The delisting by NASDAQ could hurt our investors by reducing the liquidity and market price of RAour common stock. Additionally, the delisting could negatively affect us by reducing the number of investors willing to hold or acquire our common stock, which could negatively affect our ability to raise capital.

~~MPI-0485520~~In islight anof ~~orally-available~~the ~~small~~Company’s ~~molecule~~limited activities ~~that~~at ~~potently~~the ~~and~~present ~~selectively~~time, ~~inhibits~~the ~~IKKe~~Company ~~and~~has ~~TBK1~~determined ~~and~~that it is ~~our~~advisable ~~lead~~to ~~preclinical~~terminate ~~compound~~the inregistration ~~our~~of ~~small molecule~~its ~~anti-interferon~~common ~~program~~stock under ~~for~~the ~~autoimmune~~Securities ~~diseases.~~Exchange ~~MPI-0485520~~Act ~~exhibits~~of ~~high oral bio-availability~~1934, ~~favorable~~as ~~absorption,~~amended. The ~~distribution,~~Company ~~metabolism,~~anticipates ~~and~~filing ~~excretion~~a ~~pharmacokinetic~~Form ~~properties~~15 ~~and~~with ~~efficacy~~the inSecurities ~~an in~~and ~~vivo~~Exchange Commission ~~mouse~~(the ~~model~~“SEC”) ~~of RA.~~to Ineffect ~~cellular~~this ~~models~~deregistration ofin ~~type~~the Inear ~~interferon~~future. After ~~production~~careful consideration, ~~MPI-0485520~~the ~~potently~~Board ~~inhibits induction~~ of ~~type~~Directors Idecided ~~interferons~~to ~~(IFNa/b) following~~deregister ~~stimulation~~based ofon ~~a variety~~its ofbelief ~~receptors~~ that ~~mediate~~ the ~~type-I~~savings ~~interferon~~the toCompany ~~pathogens,~~will ~~such~~achieve as ~~TLR3,~~ ~~TLR4,~~a result ~~RIG-I, and MDA-5. Inhibition~~ of ~~type~~deregistration, Iparticularly ~~interferon~~on ~~production~~costs byrelated ~~IKKe/TBK1~~to ~~inhibitors~~the ~~may~~preparation ~~benefit~~and ~~patients with~~filing ~~autoimmune~~of ~~disorders~~SEC ~~such~~reports asand ~~RA,~~compliance ~~systemic~~with ~~lupus erythematosus (SLE)~~Sarbanes-Oxley obligations, ~~scleroderma,~~will ~~Sjögren’s~~benefit ~~syndrome~~shareholders, and ~~polymyositis.~~such Inbenefits ~~April~~will ~~2011,~~outweigh ~~results~~any ~~from~~advantages ~~preclinical studies~~ of ~~MPI-0485520~~continuing ~~were~~as ~~presented~~an atSEC ~~the~~reporting ~~European League Against~~company. ~~Rheumatism~~The ~~(EULAR)~~obligation ~~Annual European Congress~~ of ~~Rheumatology~~filing inSEC ~~London.~~reports Inand acomplying ~~proof~~with ~~of concept study, in the well characterized collagen~~Sarbanes-~~induced~~Oxley ~~mouse~~has ~~model~~become oftoo ~~arthritis,~~burdensome ~~mice~~and ~~treated~~expensive ~~with~~for ~~MPI-0485520 show~~ a ~~dose-dependent~~company ~~and statistically~~of ~~significant~~Myrexis’ ~~reduction~~size. inUpon the ~~severity~~filing of ~~clinical~~the ~~symptoms~~Form ~~and paw and joint histopathology~~15, asthe ~~well~~Company’s asobligation ~~lower weight loss compared~~ to ~~control~~file ~~mice.~~periodic ~~MPI-0485520~~and iscurrent ~~one~~reports ~~compound~~with ~~out~~the SEC, ofincluding anForms ~~extensive~~10-K, ~~portfolio~~10-Q, ~~of potent~~ and ~~selective~~8-K, ~~IKK~~will ~~epsilon/TBK1 inhibitors~~be ~~identified by our oral anti-interferon program~~suspended.

~~Intellectual~~Our ~~Property~~future success depends on our ability to retain our key executive.

AsThe acompetition ~~biopharmaceutical~~for ~~company,~~qualified ~~our~~personnel is ~~success~~intense ~~will depend in part on our ability to obtain~~ and ~~maintain~~we ~~proprietary~~must ~~protection~~retain ~~for~~ our ~~intellectual~~ ~~property,~~key toexecutive. ~~operate~~There ~~without~~can ~~infringing~~be onno ~~the~~assurance ~~proprietary~~that ~~rights~~we ofwill ~~others,~~be ~~and~~able to ~~prevent~~retain ~~others~~Mr. Couchman ~~from~~due in ~~infringing~~part ~~our~~to ~~proprietary~~the ~~rights.~~fact ~~Our~~that ~~policy~~the ~~has~~agreements ~~been~~we tohave ~~seek~~entered tointo ~~protect~~with ~~our~~him ~~proprietary~~provide ~~position~~for ~~by,~~$1.00 ~~among~~per ~~other~~year ~~methods,~~in ~~filing U~~salary.S. ~~and~~Although ~~foreign~~we ~~patent~~do ~~applications~~not have ~~related~~any reason to ~~our~~believe ~~proprietary technology, inventions, and improvements~~ that ~~have~~we ~~been~~may ~~important~~lose to the ~~development~~services of ~~our business~~Mr. Couchman Wein ~~have~~the ~~also~~foreseeable ~~relied~~future, onthe ~~trade~~loss ~~secrets,~~of ~~know-how,~~his ~~continuing technological~~services ~~innovation,~~may ~~and~~impede ~~in-licensing~~our ~~opportunities~~efforts to ~~develop~~pursue ~~and~~a ~~maintain~~new ~~our~~strategic ~~proprietary position~~direction.

WeIf ~~own~~a orsuccessful ~~have~~product ~~licensed~~liability ~~rights to~~claim ~~over 33 issued patents and over 148 patent applications in the United States and foreign countries. Issued patents expire between 2015 and 2029. Any patent applications which we have filed~~ or ~~will~~series ~~file~~of ~~or to which we have licensed or will license rights may not issue, and patents that do issue may not contain commercially valuable~~ claims~~. In addition, any patents issued to us or our licensors may not afford meaningful protection for our products or technology, or may be subsequently~~ ~~circumvented,~~is ~~invalidated~~brought or narrowed, or found unenforceable. Our processes and potential products may also conflict with patents which have been or may be granted to competitors, academic institutions or others. As the pharmaceutical industry expands and more patents are issued, the risk increases that our processes and potential products may give rise to claims of patent infringement by other companies, institutions or individuals. These entities or persons could bring legal actions against us ~~claiming damages and seeking to enjoin clinical testing, manufacturing and marketing of the related product or process. If any of these actions are successful, in addition to any potential liability~~ for ~~damages,~~uninsured weliabilities ~~could be required to cease the infringing activity~~ or ~~obtain a license~~ in ~~order~~excess toof ~~continue~~insured ~~to manufacture or market the relevant product or process. We may not prevail in any such action and any license required under any such patent may not be made available on acceptable terms~~liabilities, ~~if at all. Our failure to obtain a license to any technology that~~ we ~~may require to commercialize our technologies or potential products~~ could ~~have~~incur asubstantial ~~materially adverse effect on our business~~liability.

8The use of our drug candidates in clinical trials and the sale of any products for which marketing approval has been obtained expose us to the risk of product liability claims. Product liability claims might be brought against us by consumers, health care providers or others selling or otherwise coming into contact with our products. If we cannot successfully defend ourselves against product liability claims, we could incur substantial liabilities.

~~Table~~We have obtained product liability insurance coverage for our previously conducted clinical trials with a $5.0 million annual aggregate coverage limit. However, our insurance coverage may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If and when we acquire any approved drug candidates, we intend to expand our insurance coverage to include the sale of ~~Contents~~commercial products; however, we may be unable to obtain this product liability insurance on commercially reasonable terms. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. A successful product liability claim or series of claims brought against us could decrease our cash and adversely affect our business.

~~Licenses~~Provisions of our charter and bylaws and Delaware law and our tax benefits preservation rights plan may make an acquisition of us or a change in our management more difficult.

~~Our~~Certain ~~rights~~provisions toof ~~certain~~our ~~patents~~restated certificate of incorporation and ~~technologies~~restated ~~have~~bylaws ~~been~~could ~~acquired~~discourage, ~~through~~delay, ~~license~~or ~~agreements~~prevent ~~with~~a ~~other~~merger, ~~corporations~~acquisition, or ~~academic~~other change in control that ~~institutions~~stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. Stockholders who wish to participate in these transactions may not have the opportunity to do so. These provisions also could limit the price that investors might be willing to pay for shares of our common stock, thereby depressing the market price of our common stock. Furthermore, these provisions could prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions:

~~License and Collaboration Agreement with EpiCept Corporation~~ 8

In• ~~November~~allow ~~2003,~~the ~~Myriad~~authorized ~~Genetics,~~number ~~Inc., our former parent company, entered into a license and collaboration agreement with Maxim Pharmaceuticals, Inc. and Cytovia, Inc. All licensed rights~~ of ~~Maxim~~directors ~~and~~to ~~Cytovia~~be ~~were~~changed ~~subsequently~~only ~~acquired~~ by ~~EpiCept~~resolution ~~Corporation,~~of ~~and we refer to Maxim, Cytovia and EpiCept collectively herein as EpiCept. In connection with~~ our ~~separation~~Board from Myriad Genetics on June 30, 2009, Myriad Genetics assigned this agreement to us. Pursuant to this agreement, we were granted an exclusive, worldwide right to utilize certain intellectual property rights of EpiCept, including patents, patent applications and know-how that relate to Azixa, in the development and commercialization of products for the treatment or prevention of any disease or disorder in exchange for, among other things, certain royalty and milestone payment obligations. Directors;

In• ~~September~~establish ~~2011,~~a weclassified ~~announced~~board ~~that we had suspended any further development~~ of ~~Azixa. On August 28~~directors, ~~2012,~~providing wethat ~~provided EpiCept~~not ~~notice~~all ofmembers ~~termination~~ of ~~the license and collaboration agreement following~~ our ~~election~~board tobe ~~terminate~~elected ~~all~~at ofone our efforts to develop and commercialize Azixa in any major market as such products and markets are defined in the agreement. As a result of the termination of the agreement, all rights and licenses granted under the agreement by EpiCept have terminated and reverted to EpiCept. We have no further obligation for royalty or milestone payments to EpiCept as a result of this notice to terminate. As of June 30, 2009, Myriad Genetics had made payments totaling $4 million under the EpiCept license and collaboration agreement. As of June 30, 2012, we have made no payments under the EpiCept license and collaboration agreement. time;

~~Manufacturing~~• ~~and~~authorize ~~Supply~~our board of directors to issue without stockholder approval blank check preferred stock;

~~Prior~~• torequire ~~the~~that ~~suspension~~stockholder ofactions ~~our~~must ~~development~~be ~~activities,~~effected weat ~~relied~~a onduly ~~contract~~called ~~manufacturers~~stockholder tomeeting ~~produce drug substances~~ and ~~drug~~prohibit ~~products~~stockholder ~~required~~action ~~for our clinical trials under current good manufacturing practices, or cGMP, with oversight~~ by ~~internal~~written managers. As a result of the decision to suspend all further development activity on all of our preclinical and clinical programs, we have ceased production of additional drug substance for clinical trials. consent;

~~Government~~• ~~Regulation~~establish ~~and~~advance ~~Product~~notice ~~Approval~~requirements for stockholder nominations to our board of directors or for stockholder proposals that can be acted on at stockholder meetings;

~~Government~~• ~~authorities~~limit inwho the United States, at the federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, labeling, packaging, promotion, storage, advertising, distribution, marketing and export and import of drugs. Drugs must be approved by the FDA through the new drug application, or NDA, process before they may becall ~~legally~~stockholder ~~marketed in the United States.~~ meetings;

~~United~~• ~~States~~require ~~Government~~the ~~Regulation~~approval of the holders of 80% of the outstanding shares of our capital stock entitled to vote in order to amend certain provisions of our restated certificate of incorporation and restated bylaws.

~~NDA~~• ~~Approval~~limit ~~Processes~~the direct or indirect transfers of common stock that could affect the percentage of stock that is treated as being owned by a holder of 4.75% of the outstanding common stock.

InWe ~~the~~have ~~United~~also ~~States,~~adopted ~~the~~a ~~FDA~~Tax ~~regulates~~Benefits ~~drugs under~~Preservation Rights Plan in the ~~Federal~~form ~~Food,~~of ~~Drug~~a rights agreement designed to help protect and ~~Cosmetic~~preserve ~~Act,~~our orsubstantial ~~the~~tax ~~FDCA,~~attributes primarily associated with our NOLs and ~~implementing~~research ~~regulations.~~tax ~~The~~credits, ~~process~~under Sections 382 and 383 of ~~obtaining~~the ~~regulatory~~Internal ~~approvals~~Revenue ~~and~~Code (the ~~subsequent~~NOL ~~compliance~~Plan). ~~with~~Although ~~applicable~~this ~~federal,~~is not ~~state,~~the ~~local~~purpose ~~and~~of ~~foreign~~the ~~statues~~NOL ~~and~~Plan, ~~regulation~~it ~~require~~could have the ~~expenditure~~ effect of ~~substantial~~making ~~time~~it ~~and~~uneconomical ~~financial~~for ~~resources.~~a ~~Failure~~third party to ~~comply~~acquire ~~with~~us ~~the~~on ~~applicable~~a Uhostile basis.S. ~~requirements~~In ataddition, ~~any~~because ~~time~~we ~~during~~are incorporated in Delaware, we are governed by the ~~product~~provisions ~~development~~of ~~process,~~Section 203 ~~approval~~of ~~process~~the orDelaware General ~~after~~Corporation ~~approval~~Law, which may, ~~subject~~unless ancertain ~~applicant~~criteria toare ~~administrative~~met, ~~or judicial~~prohibit ~~sanctions.~~large ~~The~~stockholders, ~~process~~in ~~required~~particular bythose ~~the~~owning ~~FDA~~15% or ~~before~~more aof ~~drug~~our ~~may~~outstanding bevoting ~~marketed~~stock, infrom ~~the~~merging ~~United~~or ~~States~~combining ~~generally~~with ~~involves~~us ~~the~~for ~~following:~~a prescribed period of time.

•We ~~completion~~have ofidentified ~~preclinical~~a ~~laboratory~~material ~~tests,~~weakness ~~animal~~in ~~studies~~our ~~and~~financial reporting ~~formulation studies conducted according to Good Laboratory Practices, or GLPs, or other applicable regulations;~~process.

9We have identified a material weakness in our financial reporting process as of June 30, 2013 with respect to lack of segregation of duties over a variety of financial and disclosure controls. Our failure to successfully implement our plans to remediate this material weakness could cause us to fail to meet our reporting obligations, to produce timely and reliable financial information, and to effectively prevent fraud. Additionally, such failure could cause investors to lose confidence in our reported financial information, which could have a negative impact on our financial condition and stock price

~~Table~~In the future, we may identify additional material weaknesses and deficiencies which we may not be able to remediate in a timely manner. If we fail to maintain effective internal control over financial reporting in accordance with Section 404, we will not be able to conclude that we have and maintain effective internal control over financial reporting or our independent registered accounting firm may not be able to issue an unqualified report on the effectiveness of ~~Contents~~our internal control over financial reporting. As a result, our ability to report our financial results on a timely and accurate basis may be adversely affected, we may be subject to sanctions or investigation by regulatory authorities, including the SEC and investors may lose confidence in our financial information, which in turn could cause the market price of our common stock to decrease. We may also be required to restate our financial statements from prior periods. In addition, testing and maintaining internal control in accordance with Section 404 requires increased management time and resources. Any failure to maintain effective internal control over financial reporting could impair the success of our business and harm our financial results.

•Item ~~submission~~1B. toUNRESOLVED ~~the~~STAFF ~~FDA of an IND, which must become effective before human clinical trials may begin;~~COMMENTS

•Not ~~performance of adequate and well-controlled human clinical trials according to Good Clinical Practices, or GCPs, to establish the safety and efficacy of the proposed drug for its intended use;~~applicable.

•Item ~~submission~~2. ~~to the FDA of an NDA;~~PROPERTIES

•Our ~~satisfactory~~headquarters ~~completion~~are oflocated anin ~~FDA~~New ~~inspection~~York, New ofYork. ~~the~~Under ~~manufacturing~~our ~~facility~~Intercompany orServices ~~facilities~~Agreement atentered ~~which~~into ~~the~~on ~~product~~February is27, ~~produced~~2013 between Xstelos and Myrexis, Xstelos agreed to ~~assess~~provide ~~compliance~~Myrexis with ~~current~~certain ~~Good~~administrative, ~~Manufacturing Practices~~management, oraccounting ~~cGMPs,~~and toinformation ~~assure~~services ~~that~~for ~~the~~one ~~facilities~~year in exchange for a fee of $25,000. ~~methods~~Under ~~and~~this ~~controls~~Agreement, ~~are~~we ~~adequate~~currently toshare ~~preserve~~space ~~the~~with ~~drug’s~~Xstelos ~~identity,~~in ~~strength~~a 1,233 ~~quality~~square ~~and~~foot ~~purity; and~~office.

•Item ~~FDA~~3. ~~review~~LEGAL ~~and approval of the NDA.~~PROCEEDINGS

~~Once~~In athe ~~pharmaceutical~~ordinary ~~candidate~~course isof ~~identified~~business, ~~for~~various legal ~~development~~claims have been asserted, itand ~~enters~~in the ~~preclinical~~future ~~testing~~may ~~stage.~~be ~~Preclinical~~asserted, ~~tests~~against ~~include~~Myrexis. ~~laboratory~~In ~~evaluations~~addition, ofas ~~product~~previously ~~chemistry~~disclosed, ~~toxicity~~under the terms of our Separation and ~~formulation~~Distribution Agreement with our former parent Myriad Genetics, asInc. we had the obligation to indemnify ~~well~~Myriad asGenetics ~~animal~~with ~~studies.~~respect Anto ~~IND~~certain ~~sponsor~~legal ~~must~~claims ~~submit~~against ~~the~~Myriad ~~results~~Genetics ofwhich ~~the~~we ~~preclinical~~assumed ~~tests,~~in ~~together~~connection with ~~manufacturing~~our ~~information~~spin-out ~~and~~from Myriad ~~analytical~~Genetics. ~~data,~~That obligation was satisfied in relation to the ~~FDA~~litigation brought by AIA against Myriad and Mayo, as described ~~part~~in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” upon the completion ~~IND.~~of the settlement agreement with AIA entered into on December 21, 2012.

~~Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:~~ 9

•Item ~~Phase 1~~4. ~~The~~MINE ~~drug~~SAFETY is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and elimination. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be inherently too toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.DISCLOSURES

~~• Phase 2~~None. Clinical trials in a limited patient population intended to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

• Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product and provide, an adequate basis for product labeling.10

~~The~~PART ~~results~~II of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the drug, proposed labeling and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product. The FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. It may request additional information rather than accept a NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing.

~~Once~~Item ~~the submission is accepted for filing, the FDA begins an in-depth review~~5. ~~The~~MARKET ~~FDA~~FOR ~~reviews~~REGISTRANT’S anCOMMON ~~NDA to determine~~EQUITY, ~~among~~RELATED ~~other~~STOCKHOLDER ~~things,~~MATTERS ~~whether~~AND aISSUER ~~product~~PURCHASES isOF ~~safe~~EQUITY ~~and effective for its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product’s identity, strength, quality and purity.~~ SECURITIES

~~Satisfaction~~Market ofInformation FDA requirements or similar requirements of foreign regulatory authorities typically takes at least several years and the actual time required may vary substantially, based upon, among other things, the indication and the type, complexity and novelty of the product. Government regulation may delay or prevent marketing of potential products for a considerable period of time and impose costly requirements. Success in early stage clinical trials does not assure success in later stage clinical trials. Data obtained from clinical activities are not always conclusive and may be susceptible to varying interpretations, which could delay, limit or prevent regulatory approval.

10Our common stock is currently traded in the over the counter market under the symbol MYRX. Our common stock was traded on The NASDAQ Global Market under the symbol “MYRX” until February 1, 2013 when our stock was delisted. The Board of Directors declared a special cash distribution to shareholders of record at the close of business on February 4, 2013 in the amount of $2.86 per share. The cash distribution was paid on February 15, 2013, and the Company’s common stock began trading ex-dividend on Tuesday, February 19, 2013. The following table sets forth the high and low sales prices for our common stock as reported by The NASDAQ Global Market and the OTC Markets for the periods indicated. For an additional information, see “Item 1A: Risk Factors” of this Annual Report on Form 10-K.

	High		Low
Fiscal Year Ended June 30, 2013:
Fourth Quarter	$	0.11	$	0.06
Third Quarter	$	2.99	$	0.09
Second Quarter	$	2.83	$	2.34
First Quarter	$	2.67	$	2.35

Reimbursement

	High		Low
Fiscal Year Ended June 30, 2012:
Fourth Quarter	$	3.20	$	2.26
Third Quarter	$	3.32	$	2.58
Second Quarter	$	2.88	$	2.41
First Quarter	$	3.70	$	2.64

~~Sales~~Stockholders of pharmaceutical products will depend, in part, on the extent to which the costs of the products will be covered by third-party payors, such as government health programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of federal and state governments, and the prices of drugs have been a focus in this effort. The U.S. government, state legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results. If these third-party payors do not consider our products to be cost-effective compared to other available therapies, they may not cover our products after approval as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.

~~The~~As ~~Medicare Prescription Drug, Improvement, and Modernization Act~~ of ~~2003~~July 17, ~~or the MMA~~2013, ~~imposed~~there ~~new~~were ~~requirements~~approximately 97 ~~for~~stockholders ~~the distribution and pricing~~ of ~~prescription~~record ~~drugs for Medicare beneficiaries and included a major expansion~~ of ~~the~~our ~~prescription~~common ~~drug~~stock benefit under Medicare Part D. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which will provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans and ~~prescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B~~, ~~Part~~according ~~D coverage is not standardized. Part D prescription drug plan sponsors are not required~~ to ~~pay~~our ~~for all covered Part D drugs~~estimates, ~~and~~approximately ~~each drug plan can develop its own drug formulary that identifies which drugs it will cover and at what tier or level. However~~8,435 ~~Part~~beneficial Downers ~~prescription drug formularies must include drugs within each therapeutic category and class~~ of ~~covered~~our ~~Part D drugs, though~~common ~~not necessarily all the drugs in each category or class~~stock. ~~Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee.~~

~~The~~Cash ~~American~~Distribution Recovery and Reinvestment Act of 2009 provides funding for the federal government to compare the effectiveness of different treatments for the same illness. A plan for the research will be developed by the Department of Health and Human Services, the Agency for Healthcare Research and Quality and the National Institutes for Health, and periodic reports on the status of the research and related expenditures will be made to Congress. Although the results of the comparative effectiveness studies are not intended to mandate coverage policies for public or private payors, it is not clear how such a result could be avoided and what if any effect the research will have on the sales of our product candidates, if any such product or the condition that it is intended to treat is the subject of a study. It is also possible that comparative effectiveness research demonstrating benefits in a competitor's product could adversely affect the sales of our product candidates. Decreases in third-party reimbursement for our product candidates or a decision by a third-party payor to not cover our product candidates could reduce physician usage of the product candidate and have a material adverse effect on our sales, results of operations and financial condition.

~~The~~On ~~Patient Protection and Affordable Care Act~~January 22, ~~as amended by the Health Care and Education Affordability Reconciliation Act of 2010 (collectively~~2013, the ~~ACA)~~Board ~~enacted~~unanimously determined ~~in March 2010, is expected~~ to ~~have~~cancel ~~a significant impact on~~ the ~~health~~Special ~~care industry~~Meeting. The ~~ACA~~Board isof ~~expected~~Directors ~~to expand coverage for the uninsured while at the same time contain overall healthcare costs. With regard to pharmaceutical products~~decided, ~~among~~after ~~other~~extensive ~~things,~~and ~~the~~careful ~~ACA~~consideration isof ~~expected to~~strategic ~~expand~~alternatives, ~~and increase industry rebates for drugs covered under Medicaid programs and make changes~~ to ~~the~~abandon ~~coverage requirements under~~ the ~~Medicare~~proposed DPlan ~~program.~~of WeDissolution ~~cannot~~and ~~predict~~instead, the ~~impact~~Board of ~~the~~Directors ~~ACA~~declared ona ~~pharmaceutical~~special ~~companies~~cash asdistribution to ~~many~~shareholders of ~~the~~record ~~ACA~~at ~~reforms require~~ the ~~promulgation~~close of ~~detailed~~business ~~regulations~~on ~~implementing the statutory provisions which has not yet occurred. In addition~~February 4, ~~although~~2013 ~~the~~in ~~United States Supreme Court recently upheld~~ the ~~constitutionality~~amount of ~~most~~$2.86 ofper ~~the~~share. ~~ACA,~~The ~~some~~cash ~~states have~~distribution ~~stated~~was ~~their~~paid ~~intentions~~on toFebruary 15, ~~not~~2013, ~~implement certain sections of the ACA~~ and ~~some members of Congress are still working to repeal~~ the ~~ACA.~~Company’s ~~These~~common ~~challenges~~stock ~~add~~began totrading ~~the~~ex-dividend ~~uncertainty~~on ofTuesday, ~~the changes enacted as part of the ACA~~February 19, 2013.

11Unregistered Sales of Securities

~~Table~~On February 27, 2013, Xstelos and Myrexis entered into a stock purchase agreement (the “Stock Purchase Agreement”). Pursuant to the terms of ~~Contents~~the Stock Purchase Agreement, Myrexis agreed to issue and sell to Xstelos 7,000,000 shares of our common stock, representing approximately 20% of all outstanding common stock after giving effect to such sale. The shares were sold for an aggregate purchase price of approximately $250,000. The consideration paid by Xstelos was based, in part, on the Company’s available cash of approximately $870,000 after giving effect to liabilities due prior to March 31, 2013, services to be provided by Xstelos as well as consent provided by Xstelos to allow Jonathan M. Couchman to serve as the Company’s Chief Financial Officer.

InIssuer ~~addition,~~Purchases in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of ~~medicinal~~Equity ~~products~~Securities for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the United States and generally tend to be significantly lower.

~~Employees~~ None.

As of the date of this filing, we had 10 full-time employees, 3 of whom hold an M.D., Ph.D, or combined M.D./Ph.D. All 10 employees are in general and administrative functions. Our workforce is non-unionized, and we believe our employee relations are good. 11

~~Corporate~~Stock ~~History~~Performance ~~and~~Graph ~~Available Information~~

WeThe ~~were~~graph ~~incorporated~~set asforth ~~Myriad~~below ~~Pharmaceuticals,~~compares ~~Inc.~~the annual inpercentage ~~Delaware~~change in ~~January~~our ~~2009~~cumulative astotal astockholder ~~new,~~return ~~wholly~~on ~~owned~~our ~~subsidiary~~common ~~of Myriad Genetics~~stock, ~~Inc.~~during ina ~~order~~period tocommencing ~~effect~~on June 12, 2009 (the ~~separation~~first ~~and~~day ~~spin-off~~ of ~~Myriad Genetics’~~trading ~~research~~of ~~and~~our ~~drug~~common ~~development~~stock ~~businesses~~on asThe aNASDAQ ~~stand-alone,~~Global ~~independent,~~Market) ~~publicly~~and ~~traded~~ending ~~company.~~on ~~In connection with the formation of this new subsidiary~~June 28, ~~Myriad~~2013 ~~Genetics’~~(as ~~existing~~measured ~~subsidiary, Myriad Pharmaceuticals, Inc., changed~~by ~~its~~dividing ~~corporate name to Myriad Therapeutics, Inc. On June~~(A) ~~30,~~the ~~2009,~~difference ~~Myriad~~between ~~Genetics~~our ~~contributed~~share ~~substantially~~price ~~all~~at of the ~~assets~~end and ~~certain~~the ~~liabilities~~beginning of ~~its~~the ~~research~~measurement ~~and~~period; ~~drug~~by ~~development businesses as well as $188 million in cash and marketable~~(B) our ~~securities~~share toprice usat ~~and effected~~ the ~~spin-off~~beginning of ~~our company through~~ the ~~pro~~measurement ~~rata~~period) ~~dividend~~with ~~distribution~~the tocumulative ~~its~~total ~~stockholders~~return of ~~all~~The ~~outstanding~~NASDAQ ~~shares~~Stock ofMarket, ~~our common stock~~Inc. ~~Effective~~and ~~July 1,~~the NASDAQ ~~2010,~~Biotech weIndex ~~changed~~during ~~our~~such ~~name from Myriad Pharmaceuticals, Inc~~period. toWe ~~Myrexis,~~do ~~Inc.~~not ~~Our~~include ~~principal~~cash ~~executive~~dividends ~~offices~~in ~~are~~the ~~located~~representation atof ~~305~~our ~~Chipeta~~performance. ~~Way,~~The ~~Salt~~price ~~Lake~~of a ~~City,~~share ~~Utah~~of ~~84108.~~common ~~Our~~stock ~~telephone~~is ~~number~~based isupon ~~801-214-7800~~the ~~and~~closing ~~our~~price ~~web~~per ~~site~~share ~~address~~as isquoted ~~www.myrexis.com.~~on WeThe ~~include~~NASDAQ ~~our~~Global ~~web~~Market ~~site~~on ~~address~~the inlast ~~this~~trading ~~Annual~~day ~~Report~~of onthe ~~Form~~year ~~10-K~~shown. The ~~only~~graph aslines anmerely ~~inactive~~connect ~~textual~~year-end ~~reference~~values and do not ~~intend~~reflect itfluctuations tobetween bethose ~~an active link to our web site~~dates. The comparison Weassumes ~~make~~$100 ~~available~~was ~~free~~invested ofon ~~charge~~June 12, ~~through~~2009 ~~the~~in ~~“Investors” section of~~ our ~~web~~common ~~site~~stock ~~our~~and ~~Corporate~~in ~~Code~~each of ~~Conduct~~the ~~and~~foregoing ~~Ethics,~~indices. The comparisons ~~our~~shown ~~Audit~~in ~~Committee~~the ~~and~~graph ~~other~~below ~~committee~~are ~~charters~~based ~~and~~upon ~~our~~historical ~~other~~data. ~~corporate~~We ~~governance~~caution ~~policies,~~that asthe ~~well~~stock asprice ~~our~~performance ~~Annual~~shown ~~Reports~~in onthe ~~Form~~graph ~~10-K,~~below ~~Quarterly~~is not ~~Reports~~necessarily onindicative ~~Form 10-Q~~of, ~~current~~nor ~~reports~~is onit ~~Form~~intended ~~8-K and all amendments~~ to ~~those~~forecast, ~~reports~~the aspotential ~~soon~~future ~~as reasonably~~performance ~~practicable~~of ~~after~~our ~~such~~common ~~material is electronically filed with or furnished to the Securities and Exchange Commission~~stock.

Item 1A. RISK FACTORS

	June 12, 2009		June 30, 2009		June 30, 2010		June 30, 2011		June 29, 2012		June 28, 2013
Myrexis, Inc.		100.00		66.43		53.71		51.14		37.29		42.00
NASDAQ Biotechnology Index		100.00		103.19		110.13		152.59		186.08		249.61
NASDAQ Composite Index		100.00		98.72		113.47		149.21		157.90		183.09

The performance graph shall not be deemed ~~risks~~to ~~and~~be ~~uncertainties~~incorporated ~~described~~by ~~below~~reference ~~are~~by ~~those~~means ~~that~~of weany ~~currently~~general ~~believe~~statement ~~may~~incorporating ~~materially~~by ~~affect~~reference ~~our~~this ~~company.~~Form If10-K into any offiling under the ~~following~~Securities ~~risks~~Act ~~actually~~of ~~occur~~1933, ~~they~~as ~~may~~amended ~~materially~~or ~~harm~~the ~~our~~Securities ~~business~~Exchange Act of 1934, ~~our~~as ~~financial~~amended, ~~condition~~except ~~and~~to ~~our~~the ~~results~~extent ofthat we specifically ~~operations.~~incorporate such information by reference, and shall not otherwise be deemed filed or soliciting material under such acts.

~~Risks~~Item ~~Relating~~6. toSELECTED ~~Our~~FINANCIAL ~~Evaluation of Strategic Alternatives and Our Business~~ DATA

The ~~impact~~following table sets forth selected financial information as of and ~~results~~for each of the years in the five-year period ended June 30, 2013, which has been derived from our ~~previously~~(1) audited ~~announced~~financial ~~strategic~~statements ~~direction~~as of June 30, 2013, and 2012 and for the years ended June 30, 2013, 2012 and 2011, which are ~~uncertain~~included elsewhere in this Form 10-K; and (2) audited financial statements as of June 30, 2010 and 2009 and for the years ended June 30, 2010 and 2009, which are not included elsewhere in this Form 10-K. Because our historical financial information for the period ending June 30, 2009 reflects allocations for services historically provided to us by Myriad Genetics, the selected financial information presented below for such period may not be ~~successful~~indicative of our results of operations and financial position as an independent company. The selected financial information presented for the years ended June 30, 2013, 2012, 2011 and 2010, reflects our performance as an independent company.

As announced earlier in 2012, we have suspended development activities with respect to all of our preclinical and clinical programs, and after an evaluation of various strategic alternatives, we have focused our efforts on licensing or acquiring one or more commercial-stage biopharmaceutical assets that are under-performing, with the goal of enhancing their performance and profitability. In May 2012, we announced a change 12

12The selected financial data below should be read in conjunction with our audited financial statements (and notes thereon) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Form 10-K.

	Years ended June 30,
In thousands (except per share data)	2013			2012			2011			2010			2009
Statement of Operations Data:
Research revenue	$	—		$	—		$	185		$	90		$	5,456
Pharmaceutical revenue		—			—			—			—			—
Other revenue		—			—			—			—			—
Total revenues		—			—			185			90			5,456
Costs and expenses:
Research and development expense		465			14,230			22,296			28,222			54,611	(2)
General and administrative expense		11,526			17,571			18,339	(3)		19,984			8,981
Total costs and expenses		11,991			31,801			40,635			48,206			63,592
Operating loss		(11,991	)		(31,801	)		(40,450	)		(48,116	)		(58,136	)
Other income (expense), net		370			592			1,742			1,165			—
Net loss	$	(11,621	)	$	(31,209	)	$	(38,708	)	$	(46,951	)	$	(58,136	)
Net loss per basic and diluted share (1)	$	(0.39	)	$	(1.18	)	$	(1.52	)	$	(1.91	)	$	(2.43	)

in management to facilitate the pursuit of our new strategic direction, including the appointment of Richard B. Brewer as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer. Messrs. Brewer and Gryska were recruited because of their extensive track record in acquiring and commercializing biopharmaceutical products throughout their careers. During the subsequent months, Messrs. Brewer and Gryska have been actively engaged in identifying and evaluating numerous biopharmaceutical assets for their potential fit with our corporate objectives.

	As of June 30,
In thousands	2013		2012		2011		2010		2009
Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	1,210	$	89,626	$	115,878	$	147,453	$	188,005
Current liabilities		74		2,279		3,310		4,250		4,576
Total assets		1,237		91,651		121,260		154,108		193,677
Total stockholders’ equity		1,163		89,372		117,950		149,858		189,101

On(1) ~~August 15,~~For ~~2012,~~year weended ~~announced~~June ~~the~~30, ~~death~~2009, ofpro ~~Mr. Brewer~~forma ~~and~~net ~~the~~loss ~~appointment~~per ofshare ~~Mr. Gryska~~calculated asbased ~~acting~~on ~~President and Chief Executive Officer while our Board of Directors considers succession plans. In addition,~~ the ~~Board has begun and is continuing a further evaluation of our strategic alternatives in light of Mr. Brewer’s death~~23,974,211 ~~progress~~shares toissued ~~date~~ in ~~identifying~~connection ~~attractive~~with ~~biopharmaceutical~~the ~~assets, and other factors~~spin-off. ~~The outcome of that further evaluation will be announced upon its completion.~~

~~Our~~(2) ~~Board~~Amount ~~remains~~includes ~~dedicated~~a to$9.0 ~~diligently deliberating~~million ~~upon~~credit ~~and~~recorded ~~making informed decisions that the directors believe are~~ in ~~the~~fiscal ~~best interests of the company and its shareholders. There can be no assurance~~2009, ~~however,~~resulting ~~that~~from the ~~company’s~~difference ~~current~~in ~~strategic~~an ~~direction,~~estimated orsub-license ~~the~~fee ~~Board’s evaluation~~accrual ofrecorded ~~strategic alternatives, will result~~ in ~~any~~fiscal ~~initiatives,~~2008 ~~agreements,~~and ~~transactions~~amounts oractually ~~plans~~paid ~~that~~in ~~will enhance shareholder value~~2009.

~~One~~(3) ofIncludes ~~the~~a ~~strategic~~$1.1 ~~alternatives~~million ~~that~~impairment ~~our~~loss ~~Board~~on ofcertain ~~Directors~~fixed ~~could~~assets. ~~pursue~~For is the ~~dissolution~~year ~~and~~ended ~~liquidation~~June ~~of the Company. If our Board of Directors and shareholders were to approve a Plan of Liquidation and Dissolution~~30, ~~we would be required~~2011, ~~as part of~~ the ~~liquidation~~Company ~~process~~reclassified ~~under Delaware law, to pay our outstanding obligations and to make reasonable provision for contingent obligations, as well as unknown obligations that could arise during~~ the ~~post-dissolution period~~$1.1 ~~While~~million wein doimpairment ~~not~~charges ~~believe~~from ~~that~~other ~~any~~income of(expense) ~~our contingent obligations is material, the requirement under Delaware law~~ to ~~make~~general ~~reasonable provision for contingent~~ and ~~unknown~~administrative ~~obligations would impact the amount and timing of a portion of the distributions in liquidation to our shareholders~~expense.

~~Following~~Item the death of our President and Chief Executive Officer on August 15, 2012, our Board of Directors has undertaken a review of the range of possible strategic alternatives available to us, including, but not limited to, the dissolution and liquidation of the Company7. IfMANAGEMENT’S ~~our~~DISCUSSION ~~Board~~AND ofANALYSIS ~~Directors~~OF ~~were~~FINANCIAL toCONDITION ~~approve~~AND ~~and~~RESULTS ~~recommend,~~OF and the shareholders approved, a dissolution and liquidation, we would be required under Delaware law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our shareholders. In particular, as previously disclosed, pursuant to our Separation and Distribution Agreement with our former parent, Myriad Genetics, Inc., at the time of our separation from Myriad Genetics in 2009, we assumed liability for certain pending or threatened legal matters related to our business, and we are obligated to indemnify Myriad Genetics for any liability arising out of such matters, including any costs of litigating such matters. Although we do not believe that any obligation we assumed under the Separation and Distribution Agreement will result in a material liability, we cannot predict with certainty the amount or timing of such liability, if any. However, as a result of the requirement under Delaware law that our Board of Directors make reasonable provision for contingent and unknown obligations in connection with a dissolution and liquidation of the Company, a portion of our assets would need to be reserved until the resolution of such matters. This would impact the amount and timing of a portion of the distributions in liquidation to our shareholders. If a dissolution and liquidation were pursued, our Board of Directors, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. OPERATIONS

WeThe ~~anticipate~~following ~~that~~discussion weand ~~will~~analysis should ~~incur~~be ~~losses~~read ~~for~~together with “Selected Financial Data,” and the ~~foreseeable~~financial ~~future~~statements and wethe related notes appearing elsewhere in this Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Information regarding these forward-looking statements can be found in the preface to Part I, Item 1 “Business” of this Form 10-K. Our actual results may ~~never~~differ ~~achieve~~materially orfrom ~~sustain~~those ~~profitability~~anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Form 10-K.

WeOverview incurred losses of $31.2 million, $38.7 million and $46.9 million for the years ended June 30, 2012, 2011 and 2010, respectively. We expect to continue to incur operating expenses and anticipate that we will continue to have losses in the foreseeable future as we pursue our current strategic direction. We expect to

13Prior to February 2012, Myrexis was a biopharmaceutical company that generated a pipeline of differentiated drug candidates in oncology and autoimmune diseases. In February 2012, we announced that we had suspended development activity on all of our preclinical and clinical programs and retained Stifel Nicolaus Weisel, an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. Thereafter, in March 2012, we initiated an alignment of our resources involving a phased reduction in our workforce from approximately 59 employees to 1 current employee as of June 30, 2013.

~~Table of Contents~~13

Based on an evaluation of strategic alternatives, ~~continue~~we determined to ~~incur~~pursue ~~operating~~the ~~losses~~acquisition ~~and~~of ~~anticipate~~one ~~that~~or wemore ~~will~~commercial-stage ~~have~~biopharmaceutical ~~net~~assets, ~~losses~~with ~~for~~ the ~~foreseeable~~goal ~~future~~of asbuilding wea ~~pursue~~commercial-stage biopharmaceutical ~~our~~company ~~current~~by ~~strategic~~optimizing ~~direction~~their performance and profitability. ~~Moreover,~~Integral ~~even~~to ifthese ~~our~~efforts, ~~Board~~on ~~determines~~May 11, to2012, we ~~pursue~~announced a ~~different~~change ~~strategic~~in ~~alternative~~management, weincluding ~~expect~~the ~~that~~appointment ~~significant~~of ~~expenses~~Richard ~~will~~B. beBrewer ~~involved~~as inPresident ~~implementing~~and ~~any~~Chief ~~such~~Executive ~~strategic~~Officer ~~path,~~and ~~which~~David W. ~~will~~Gryska ~~further~~as ~~reduce~~Chief ~~our~~Operating ~~existing capital~~Officer. WeIn ~~may~~addition, ~~never~~both ~~achieve~~Mr. Brewer orand ~~sustain~~Mr. Gryska ~~profitability~~were appointed as amembers ~~business.~~of the Board of Directors.

WeOn ~~will~~August 15, ~~require~~2012, ~~additional~~we ~~capital~~announced tothe death ~~fund~~of ~~our~~Richard B. ~~pursuit~~Brewer, the Company’s President and ~~consummation~~Chief Executive Officer. The Board of Directors appointed David W. Gryska as the ~~acquisition~~Acting President and Chief Executive Officer while considering succession plans and proceeded to further evaluate the Company’s strategic direction in light of ~~one~~this ordevelopment ~~more~~and ~~biopharmaceutical~~our progress to date in identifying attractive biopharmaceutical assets.

~~The~~On ~~pursuit~~November 9, of2012, ~~our~~the ~~strategy~~Board toof Directors ~~acquire~~concluded ~~one~~that orit ~~more~~appeared ~~under-performing~~unlikely ~~biopharmaceutical~~that ~~assets~~a ~~involves~~strategic ~~significant management~~transaction ~~time,~~at ~~effort~~a ~~and~~valuation ~~associated~~materially ~~expense,~~in ~~and~~excess ifof ~~such~~our ~~assets~~estimated liquidation ~~are~~value ~~identified,~~would ~~will~~be ~~require~~achieved usin tothe ~~incur~~near ~~significant additional expenses to consummate~~term. ~~Moreover,~~Based weon ~~expect~~these toand ~~require~~other ~~substantial~~factors, ~~additional~~the ~~funding~~Board toof ~~finance~~Directors ~~such~~concluded ~~acquisitions~~that ~~and~~a tostatutory ~~optimize~~dissolution ~~the commercialization of such assets,~~ and ~~there~~liquidation ~~can~~was bein nothe ~~assurance~~best ~~that~~interests ~~such~~of ~~additional~~the ~~funding~~Company ~~will~~and beits ~~available~~stockholders onand ~~terms~~therefore ~~that~~unanimously ~~are~~adopted a ~~acceptable~~Plan toof ~~us,~~Complete orLiquidation atand ~~all.~~Dissolution If(the ~~adequate~~“Plan ~~funds~~of ~~are not available on a timely basis~~Dissolution”), wesubject ~~may not be able~~ to ~~effectively~~stockholder ~~implement our strategic plan~~approval.

WeOn ~~may~~December 14, ~~seek~~2012, towe ~~raise~~filed ~~any necessary funds through public or private equity~~proxy ~~offerings,~~materials ~~debt~~with ~~financings~~the orSecurities ~~strategic alliances~~ and ~~licensing~~Exchange ~~arrangements.~~Commission ~~We currently have an effective universal shelf registration statement pursuant to which we have $80 million in securities available~~ for ~~sale.~~a WeSpecial ~~may~~Meeting ~~not~~of bestockholders ~~able to obtain additional financing~~ on ~~terms~~January 23, ~~favorable to us~~2013, ~~if at all. General market conditions may make it very difficult for us~~ to ~~seek financing from the capital markets. We may be required to relinquish rights to our technologies or drug candidates, or~~consider ~~grant~~and ~~licenses~~vote on ~~terms~~the ~~that~~Plan ~~are~~of ~~not~~Dissolution ~~favorable~~(the to“Special usMeeting”).

~~There~~On ~~can~~December 21, be2012, nowe ~~assurance~~ announced that we ~~will~~entered beinto ~~successful~~a settlement agreement (the “Settlement Agreement”) that settled fully and finally a lawsuit (the “Litigation”) brought by the Alzheimer’s Institute of America, Inc. (“AIA”) against Myriad Genetics, Inc. (“Myriad Genetics”) and its wholly owned subsidiary, Myriad Therapeutics, Inc. (formerly known as Myriad Pharmaceuticals, Inc.) (referred to hereinafter together with Myriad Genetics as “Myriad”), and the Mayo Clinic Jacksonville and Mayo Foundation for Medical Education and Research (referred to hereinafter together as “Mayo”). Specifically, AIA asserted that Myriad and Mayo infringed certain patents allegedly owned by AIA in connection with Myriad’s research and development of its failed Alzheimer’s drug candidate Flurizan (hereinafter referred to as the “Litigation”). Myrexis, Myriad, Mayo and AIA are hereinafter referred to collectively as the “Parties”. As previously disclosed, pursuant to our ~~pursuit~~Separation and Distribution Agreement with Myriad Genetics, dated June 30, 2009, at the time of Myrexis’ separation from Myriad Genetics, Myrexis assumed liability for certain pending or threatened legal matters related to its business, and is obligated to ~~development~~indemnify ~~opportunities~~Myriad Genetics for ~~our~~any ~~suspended~~liability ~~clinical~~arising out of such matters, including any costs and ~~preclinical~~expenses of litigating such matters, including payment of attorneys’ fees incurred to defend against claims. Accordingly, pursuant to the terms of the Settlement Agreement, in consideration of AIA’s release of claims against and covenant not to sue the other Parties for matters related to the Litigation, Myrexis agreed to (1) pay AIA approximately $1,525,000, and (2) transfer to AIA all program rights and assets associated with Myrexis’ Hsp90 inhibitor program, cancer metabolism inhibitor program, and small molecule anti-interferon (IKK€/TBK1) inhibitor program (the “Program Assets Transfer”). AIA assumed Myrexis’ liabilities under the program contracts being transferred to AIA and all liabilities for the further conduct of the programs, subject, in each case, to certain exclusions, including liabilities accruing or arising from events occurring prior to the Program Assets Transfer. The Settlement Agreement also includes a release of claims against AIA by each of Myrexis, Myriad and Mayo. Simultaneously with the delivery of the settlement payment to AIA by Myrexis on December 21, 2012, the Parties filed a stipulation of dismissal of the Litigation.

WeOn ~~are actively pursuing business development opportunities~~December 21, ~~including out-licenses~~2012, ~~for~~David ~~each of our now suspended clinical and preclinical programs~~W. WeGryska informed ~~face~~Myrexis ~~significant~~of ~~competition~~his inresignation ~~our~~as ~~pursuit~~Acting ofPresident ~~these opportunities,~~ and ~~any~~Chief ~~arrangements~~Executive ~~will~~Officer, ~~likely~~Chief beOperating ~~complex~~Officer and ~~time-consuming to~~member ~~negotiate~~of ~~and~~the Board ~~document.~~of WeDirectors, ~~may~~effective ~~not be able to negotiate any such arrangements on acceptable terms~~December 24, ~~or at all~~2012.

On January 22, 2013, the Board unanimously determined to cancel the Special Meeting. The ~~absence~~Board of aDirectors decided, after extensive and careful consideration of strategic ~~permanent~~alternatives, ~~Chief~~to ~~Executive~~abandon ~~Officer~~the ~~may~~proposed ~~disrupt~~Plan ~~our~~of ~~operations~~Dissolution and ~~our~~instead, ~~future~~the ~~success~~Board ~~depends~~of onDirectors ~~our~~declared ~~ability~~a special cash distribution to ~~attract~~shareholders aof ~~highly~~record ~~qualified~~at ~~permanent~~the ~~Chief~~close ~~Executive~~of ~~Officer~~business on February 4, 2013 in the amount of $2.86 per share. The cash distribution was paid on February 15, 2013, and the Company’s common stock began trading ex-dividend on Tuesday, February 19, 2013.

~~Richard~~On B.January ~~Brewer~~22, ~~our~~2013, ~~President~~The ~~and~~Board ~~Chief~~of ~~Executive~~Directors also ~~Officer,~~appointed ~~died~~Jonathan ~~on August 15, 2012~~M. ~~David~~Couchman W.as ~~Gryska,~~a ~~our~~Class ~~Chief~~II ~~Operating~~director ~~Officer, is~~of ~~currently~~the ~~serving~~Company and as ~~acting~~its President and Chief Executive Officer ~~while the Board of Directors considers succession plans~~. ~~The~~Subsequent to ~~appointment of~~ Mr. ~~Brewer~~Couchman’s asappointment ~~our~~to ~~President~~the ~~and~~Board ~~Chief~~of ~~Executive~~Directors, ~~Officer~~the inremaining ~~May~~members ~~2012~~of ~~was~~the anBoard ~~integral~~of ~~part~~Directors, ofGerald ~~our~~P. ~~change~~Belle, inJason M. ~~strategic direction~~Aryeh, ~~and~~Robert Forrester, ~~unless~~Timothy R. aFranson, ~~suitable replacement can promptly be identified and recruited~~M.D., ~~his loss will delay and impede our efforts~~John T. AHenderson, ~~search for a permanent Chief Executive Officer may take longer than we expect~~M.D., and there can be no assurance that we will be able to attract a permanent Chief Executive Officer on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for such leadershipDennis H. ~~During this leadership transition~~Langer, MrM. ~~Gryska will bear substantial additional leadership responsibilities~~D., ~~which may present challenges as we seek to respond to business opportunities and make significant business decisions with a smaller executive team~~J. ~~Any failure to manage this leadership transition successfully could have a material adverse effect on our business~~D., resigned.

~~Our~~On ~~future~~February ~~success~~13, ~~depends~~2013, onSteven ~~our~~Scheiwe ~~ability~~and Michael Pearce were appointed to ~~retain~~the ~~our~~Board ~~key~~of ~~executives~~Directors.

~~The~~On ~~competition~~February ~~for~~28, ~~qualified~~2013, ~~personnel~~Andrea ~~in the biopharmaceutical field is intense and we must retain and motivate our key executives. In the aftermath of Richard B. Brewer~~Kendell’s employment ~~death,~~as weCFO ~~remain~~terminated ~~even~~voluntarily ~~more~~and ~~dependent~~ on ~~David~~March ~~W. Gryska~~1, ~~our Chief Operating Officer and acting President and Chief Executive Officer~~2013, ~~and Andrea Kendell, our Chief Financial Officer. There can be no assurance that we will be able to retain either~~ Mr. ~~Gryska~~ orCouchman ~~Ms. Kendell~~was ~~due~~appointed inCFO ~~part to the fact that the agreements we have entered into with each~~ of ~~them provide for~~ Myrexis.

~~Table~~On April 26, 2013, the Company held its 2012 Annual Meeting of ~~Contents~~shareholders (the “2012 Annual Meeting”). At the 2012 Annual Meeting, stockholders of the Company elected Steven D. Scheiwe as a Class I director for a term ending at the 2013 annual meeting of stockholders, Jonathan M. Couchman as a Class II director for a term ending at the 2014 annual meeting of stockholders and Michael C. Pearce (“Disinterested Director”) as a Class III director for a term ending at the 2015 annual meeting of stockholders.

After giving effect to the payment of the ~~employment~~cash ~~that~~distribution ~~can~~on beFebruary ~~terminated~~15, by2013, ~~either~~as ~~party~~of ~~without~~June ~~cause~~30, at2013, ~~any~~we ~~time~~had approximately $1.1 ~~Although~~million wein docash ~~not~~and ~~have~~cash ~~any~~equivalents. ~~reason~~The Company tois ~~believe~~in ~~that~~the weearly ~~may~~stages ~~lose~~of reviewing the ~~services~~scope of ~~either~~strategic Mralternatives that may be available for consideration. ~~Gryska~~ orDue to ~~Ms. Kendell~~limited incash ~~the~~resources ~~foreseeable~~available ~~future~~to the Company, the ~~loss~~delisting by Nasdaq of the ~~services~~Company’s shares and the potential impact on the Company’s NOLs of ~~either~~any significant share issuance under Section 382 of ~~them~~the ~~may~~Internal ~~impede~~Revenue ~~our~~Code, ~~efforts~~among other things, the Company may conclude to ~~pursue~~liquidate if available strategic alternatives cannot be identified in a ~~new~~reasonable period of time. To the extent any strategic alternatives or transactions are identified, it will most likely be necessary to raise additional funds to consummate any such alternative or transaction, although there is no assurance we will be able to do so. We do not know if we will be successful in pursuing any strategic alternative or that any transaction will occur; however, we are committed to pursuing a strategic direction that our Board of Directors believes is in the best interests of our shareholders. We currently do not have any drugs that are commercially available.

~~Changes~~In light of the Company’s limited activities at the present time, the Company has determined that it is advisable to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended. The Company anticipates filing a Form 15 with the Securities and Exchange Commission (the “SEC”) to effect this deregistration in ~~healthcare~~the ~~policy~~near ~~could~~future. After ~~adversely~~careful consideration, ~~affect~~the ~~our~~Board ~~business~~of Directors decided to deregister based on its belief that the savings the Company will achieve as a result of deregistration, particularly on costs related to the preparation and filing of SEC reports and compliance with Sarbanes-Oxley obligations, will benefit shareholders, and such benefits will outweigh any advantages of continuing as an SEC reporting company. The obligation of filing SEC reports and complying with Sarbanes-Oxley has become too burdensome and expensive for a company of Myrexis’ size. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q, and 8-K, will be suspended.

~~U.S.~~During ~~and foreign governments continue to propose and pass legislation designed to reduce~~ the ~~cost~~years ofended ~~healthcare. For example~~June 30, ~~the Medicare~~2013, ~~Prescription~~2012 ~~Drug Improvement~~ and ~~Modernization~~2011, ~~Act~~we ofreported ~~2003~~$0, or$0 ~~MMA, expanded Medicare coverage for drugs purchased by Medicare beneficiaries~~ and ~~introduced new reimbursement methodologies. In addition~~$185,000, ~~this~~respectively ~~law provided authority for limiting the number of drugs that will be covered~~ in ~~any~~revenues ~~therapeutic~~associated ~~class.~~with Weresearch doservices ~~not~~related ~~know~~to ~~what~~short-term research ~~impact~~agreements ~~the MMA~~ and ~~similar~~a ~~laws~~net ~~will~~loss ~~have on the availability~~ of ~~coverage for and the price that we receive for any approved products~~$11.6 ~~Moreover~~million, ~~while~~$31.2 ~~the~~million ~~MMA~~and ~~applies only~~$38.7 ~~to drug benefits for Medicare beneficiaries~~million, private payors often follow Medicare policies in setting their own reimbursement policies, and any reduction in reimbursement that results from the MMA may result in similar reductions by private payorsrespectively.

~~The~~We ~~Patient~~expect ~~Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or the ACA, enacted in March 2010, is expected~~ to ~~result~~incur innet anlosses ~~increase~~for in the ~~number of people who are covered by both public and private insurance and is also expected to substantially change the way health care is financed by~~foreseeable ~~both~~future ~~government health program~~ and ~~private insurers, and significantly impact the pharmaceutical industry. The ACA contains a number of provisions~~ that ~~are~~such ~~expected~~losses to impact our business and operations in ways that may negatively affect our potential revenues in the future. While it is too early to predict all the specific effects the ACA or any future healthcare reform legislation will ~~have~~fluctuate onfrom ~~our~~quarter business, they could have a material adverse effect on our business and financial condition. In addition, although the United States Supreme Court recently upheld the constitutionality of most of the ACA, some states have stated their intentions not to ~~implement certain sections of the ACA, and some members of Congress are still working to repeal the ACA~~quarter. ~~These challenges add to the uncertainty of the changes enacted as part of the ACA.~~

~~The availability~~Our ofdrug ~~government~~research ~~reimbursement~~and development expenses include costs incurred for ~~prescription~~our ~~drugs~~drug iscandidates. ~~also~~The ~~likely~~only tocosts bewe ~~impacted~~track by ~~the~~each ~~Budget~~drug ~~Control~~candidate ~~Act~~are external costs such as services provided to us by clinical research organizations, manufacturing of ~~2011~~drug supply, ~~which~~and ~~was~~other ~~signed~~outsourced ~~into~~research. ~~law~~We ondo ~~August 2~~not assign or allocate internal costs such as salaries and benefits, ~~2011~~facilities costs, lab supplies and the costs of preclinical research and studies to individual development programs. ~~This~~We ~~law~~also isincurred ~~expected~~costs related to ~~result~~external inresearch ~~federal~~collaborations ~~spending~~from ~~cuts~~our ~~totaling~~research ~~between~~services $1business.2 ~~trillion~~We track all underlying principal costs associated with our research collaborations. All development costs for our drug candidates and $1external research collaborations are expensed as incurred.5 ~~trillion~~Our ~~over~~research ~~the~~and ~~next~~development ~~decade~~expense ~~over~~for ~~half~~Azixa (for ofwhich development was suspended in September 2011), our clinical-stage drug candidate, MPC-3100, our preclinical-stage drug candidates, MPC-9528, MPC-8640, IKKe and MPC-0767 (for which ~~will~~development ~~include~~was ~~cuts~~suspended in ~~Medicare~~February 2012), and ~~other~~our ~~health~~discontinued drug ~~related~~candidate ~~spending.~~MPC-4326 during the fiscal years ended June 30, 2013, 2012 and 2011 are as follows:

If a successful product liability claim or series of claims is brought against us for uninsured liabilities or in excess of insured liabilities, we could incur substantial liability.

	Years Ended June 30,
(In thousands)	2013		2012		2011
External costs, drug candidates:
Azixa	$	25	$	1,367	$	1,388
MPC-4326		3		40		(144	)(1)
MPC-3100		14		214		1,202
MPC-0767		7		980		278
MPC-9528		—		—		264
MPC-8640		146		1,124		121
IKKe		68		269		—
Sub-total direct costs		263		3,994		3,109
Internal costs, drug candidates		65		4,645		5,318
Preclinical development costs		137		5,591		13,157
External research collaborations		—		—		712
Total research and development	$	465	$	14,230	$	22,296

~~The~~(1) ~~use~~Amount ofincludes ~~our~~a ~~drug candidates in clinical trials and the sale of any products for which marketing approval has been obtained expose us to the risk of product liability claims~~$0.2 ~~Product~~million ~~liability~~credit ~~claims~~recorded ~~might~~in befiscal ~~brought~~2011 ~~against~~resulting usfrom bya ~~consumers,~~favorable ~~health~~change ~~care~~in ~~providers~~estimate orfor ~~others~~outside ~~selling~~clinical orservices ~~otherwise~~which ~~coming~~were ~~into~~later ~~contact~~terminated ~~with~~due ~~our products.~~to Ifthe wediscontinuation ~~cannot successfully defend ourselves against product liability claims, we could incur substantial liabilities. In addition, regardless~~ of ~~merit~~the ~~or eventual outcome, product liability claims may result in:~~ program.

~~• decreased demand for any approved drug candidates;~~15

•We ~~impairment~~do not expect any future research and development costs as a result of ~~our~~the ~~business~~decision ~~reputation;~~to suspend further development activities for all preclinical and clinical programs and as a result of the transfer of all preclinical and clinical programs to third parties.

•Critical ~~costs~~Accounting Policies and Use of ~~related~~Estimates ~~litigation;~~

•Critical ~~distraction~~accounting policies are those policies which are both important to the portrayal of a company’s financial condition and results and require management’s most ~~attention~~difficult, ~~from~~subjective ~~our~~or ~~primary~~complex ~~business;~~judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are as follows:

• ~~substantial~~income ~~monetary awards to patients or other claimants~~taxes;

• ~~loss~~clinical oftrial ~~revenues~~expenses; ~~and~~

• ~~limitations~~share-based onpayment ~~the~~expense; ~~commercialization of any approved drug candidates.~~and

15• impairment of long-lived assets.

~~Table~~Income ofTaxes ~~Contents~~

WeOur ~~have~~income ~~obtained~~tax ~~product~~provision ~~liability~~is ~~insurance~~based ~~coverage~~on ~~for~~income before ~~our~~taxes ~~previously~~and ~~conducted~~is ~~clinical trials~~computed ~~with~~using athe ~~$5.0~~liability ~~million~~method ~~annual~~in ~~aggregate~~accordance ~~coverage~~with ~~limit.~~Accounting ~~However~~Standards Codification, ~~our~~or ~~insurance~~ASC, ~~coverage~~740—Income Taxes. ~~may~~Deferred ~~not~~tax beassets ~~sufficient~~and toliabilities ~~reimburse~~are usdetermined ~~for~~based ~~any~~on ~~expenses~~the ordifference ~~losses~~between wethe ~~may~~financial ~~suffer.~~statement ~~Moreover,~~and ~~insurance~~tax ~~coverage~~basis of isassets ~~becoming~~and ~~increasingly~~liabilities ~~expensive,~~using ~~and,~~tax inrates ~~the future,~~projected weto ~~may~~be ~~not~~in beeffect ~~able~~for tothe ~~maintain~~year ~~insurance~~in ~~coverage~~which atthe adifferences ~~reasonable~~are ~~cost~~expected orto inreverse. Significant ~~sufficient~~estimates ~~amounts~~are torequired ~~protect~~in usdetermining ~~against~~our ~~losses~~provision ~~due~~for toincome ~~liability~~taxes. IfSome ~~and~~of ~~when~~these weestimates ~~acquire~~are ~~any~~based ~~approved~~on ~~drug~~interpretations of ~~candidates,~~existing wetax ~~intend~~laws toor ~~expand~~regulations, ~~our~~or ~~insurance~~the ~~coverage~~expected ~~to include~~results ~~the~~from ~~sale~~any offuture ~~commercial~~tax ~~products;~~examinations. ~~however,~~Various weinternal and external factors may behave ~~unable~~favorable toor ~~obtain~~unfavorable ~~this~~effects ~~product~~on ~~liability~~our ~~insurance~~future onprovision ~~commercially~~for ~~reasonable~~income ~~terms~~taxes. OnThose ~~occasion~~factors include, ~~large~~but ~~judgments~~are ~~have~~not ~~been~~limited to, ~~awarded~~changes in ~~class~~tax ~~action~~laws, ~~lawsuits~~regulations ~~based~~and/or onrates, ~~drugs~~the ~~that~~results ~~had unanticipated~~of ~~side~~any ~~effects.~~future Atax ~~successful~~examinations, ~~product~~changing ~~liability~~interpretations ~~claim~~of existing tax laws or ~~series~~regulations, changes in estimates of ~~claims~~prior ~~brought~~years’ ~~against~~items, uspast ~~could~~levels ~~cause~~of ~~our~~R&D ~~stock~~spending, ~~price~~acquisitions, tochanges in ~~decline~~our ~~and~~corporate structure, ifand ~~judgments~~changes ~~exceed~~in ~~our~~overall ~~insurance~~levels ~~coverage,~~of ~~could~~income ~~decrease~~before ~~our~~taxes ~~cash~~all ~~and~~of ~~adversely~~which ~~affect~~may ~~our~~result in periodic revisions ~~business.~~to our provision for income taxes.

~~Risks~~Developing ~~Related~~our provision for income taxes, including our effective tax rate and analysis of potential uncertain tax positions, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowance we deem necessary to offset deferred tax assets. We have established a valuation allowance to fully offset our deferred tax assets. We have also established a liability for unrecognized tax benefits from uncertain tax positions. Due to the fact that we currently have net operating loss and research credit carryforwards, the liability for unrecognized tax benefits is presented as a reduction of the deferred tax asset (prior to any consideration of the need for a valuation allowance) which has been established for the net operating loss and research credit carryforwards. Our judgment ~~Intellectual~~and ~~Property~~tax strategies are subject to audit by various taxing authorities. While we believe we have provided adequately for our uncertain income tax positions in our consolidated financial statements, an adverse determination by these taxing authorities could have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Interest and penalties on income tax items are included as a component of overall income tax expense.

IfClinical weTrial ~~are~~Expenses unable to adequately protect the intellectual property relating to our drug candidates, or if we infringe the rights of others, our ability to successfully commercialize our drug candidates will be harmed.

WePrior ~~own~~to orour ~~hold~~suspension ~~licenses~~of todrug adevelopment activities, ~~number~~the cost of ~~issued~~our ~~patents~~clinical ~~and~~trials ~~U.S.~~was ~~pending~~based, ~~patent~~in ~~applications~~part, as ~~well~~on asestimates ~~foreign~~of ~~patents~~the services received and ~~pending~~efforts ~~PCT~~expended ~~applications~~pursuant to contracts with numerous clinical trial centers and ~~foreign~~clinical ~~counterparts~~research organizations, or the CROs. AsWe acontracted ~~biopharmaceutical~~with ~~company,~~third ~~our~~parties to ~~success~~perform ~~will~~various ~~depend~~clinical trial activities in ~~part~~the ondevelopment of our ~~ability~~drug tocandidates. ~~obtain~~The ~~and~~financial ~~maintain~~terms ~~proprietary~~of ~~protection~~the ~~for~~agreements ~~our~~varied from ~~intellectual~~contract ~~property~~to contract, were subject to ~~operate without~~negotiation ~~infringing~~and onresulted in uneven payment flows. Payments under the ~~proprietary~~contracts ~~rights~~depended on factors such as the achievement of ~~others~~certain events, ~~and~~the tosuccessful ~~prevent~~enrollment ~~others~~of ~~from~~patients ~~infringing~~or ~~our~~the ~~proprietary~~completion ~~rights~~of portions of the clinical trial or similar conditions. ~~Due~~The objective of our accrual policy was to ~~evolving~~match ~~legal~~the ~~standards~~recording ~~relating~~of expenses in our financial statements to the ~~patentability,~~actual ~~validity~~services received and ~~enforceability~~efforts ofexpended. ~~patents~~As ~~covering~~such, ~~pharmaceutical~~we recognized direct expenses related to each patient ~~inventions~~enrolled ~~and~~in a clinical trial on an estimated cost-per-patient basis as services were performed. In addition, we considered information from our clinical operations group regarding the ~~scope~~status of ~~claims~~our ~~made~~clinical ~~under~~trials, ~~these~~we ~~patents~~relied on information from CROs, ~~our~~such ~~ability~~as toestimated costs ~~obtain~~per patient, ~~maintain~~to ~~and~~calculate ~~enforce~~our ~~patents~~accrual isfor ~~uncertain~~direct ~~and~~clinical ~~involves~~expenses ~~complex~~at ~~legal~~the ~~and~~end ~~factual~~of ~~questions~~each reporting period. ~~Accordingly~~For indirect expenses, which ~~rights~~related ~~under~~to ~~any~~site ~~issued~~and ~~patents~~other ~~may~~administrative ~~not~~costs ~~provide~~to usmanage ~~with~~our clinical trials, we relied on information provided by the CRO, ~~sufficient~~including ~~protection~~costs ~~for~~incurred ~~our~~by ~~drug~~the ~~candidates~~CRO oras ~~provide~~of ~~sufficient~~a ~~protection~~particular reporting date, to ~~afford~~calculate usour indirect clinical expenses. In connection with the early termination of a ~~commercial~~clinical ~~advantage~~trial, ~~against~~we ~~competitive~~recognized ~~products~~expenses orin ~~processes.~~an amount based on our estimate of the remaining non-cancelable obligations associated with the winding down of the clinical trial, which we confirmed directly with the CRO.

InIf ~~addition,~~our weCROs ~~cannot~~were ~~guarantee that any patents will issue from any pending or future patent applications owned by or licensed~~ to ~~us. Even if patents~~ have ~~issued~~either orunder ~~will issue, we cannot guarantee that the claims of these patents are~~ or will be valid or enforceable or will provide us with any significant protection against competitive products or otherwise be commercially valuable to us. Patent applications in the United States are maintained in ~~confidence~~over ~~for~~reported ~~up to 18 months after their filing. In some cases, however, patent applications remain confidential in~~ the ~~U.S.~~costs ~~Patent~~that ~~and~~they ~~Trademark~~had ~~Office,~~incurred or ~~the~~if ~~U.S.~~there ~~Patent~~was ~~Office, for the entire time prior to issuance as~~ a ~~U.S.~~change ~~patent. Similarly, publication of discoveries~~ in the ~~scientific~~estimated orper ~~patent~~patient ~~literature often lag behind actual discoveries. Consequently~~costs, weit ~~cannot~~could behave ~~certain~~had ~~that~~an impact weon or our ~~licensors~~clinical ortrial ~~co-owners~~expenses ~~were~~during the ~~first~~period toin ~~invent,~~which orthey ~~the~~reported ~~first to file patent applications on, our drug candidates or their use as drugs. In the event that~~ a ~~third~~change ~~party~~in ~~has~~estimated ~~also~~costs ~~filed~~to ~~a U~~us.S. ~~patent~~Adjustments ~~application relating~~ to our ~~drug~~clinical ~~candidates~~trial oraccruals aprimarily ~~similar~~relate ~~invention, we may have~~ to ~~participate~~indirect ~~in interference proceedings declared by the U.S. Patent Office to determine priority of invention in the United States. The~~ costs ~~of these proceedings could be substantial and it is possible that our efforts would be unsuccessful~~, ~~resulting~~for inwhich ~~a loss of our U.S. patent position. Furthermore,~~ we ~~may~~ ~~not~~placed ~~have~~significant ~~identified~~reliance ~~all~~on ~~U.S. and foreign patents or published applications that affect~~ our ~~business~~CROs ~~either~~for byaccurate information ~~blocking~~at ~~our~~the ~~ability~~end toof ~~commercialize~~each ~~our~~reporting ~~drugs or by covering similar technologies~~period.

The laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as in the United States and many companies have encountered significant difficulties in protecting and defending such rights in foreign jurisdictions. If we encounter such difficulties in protecting or are otherwise precluded from effectively protecting our intellectual property rights in foreign jurisdictions, our business prospects could be substantially harmed. 16

~~The~~Share-Based ~~patent~~Payment ~~positions~~Expense of biotechnology and pharmaceutical companies, including our patent position, involve complex legal and factual questions, and, therefore, validity and enforceability cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated, or circumvented. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary

16Share-based compensation expense standards set accounting requirements for “share-based” compensation to employees, including employee stock purchase plans, and require us to recognize, as expense, in our statements of operations, the grant date fair value of our stock options and other equity-based compensation. The determination of grant date fair value is estimated using an option-pricing model, which includes variables such as the terms of each grant, the expected volatility of our share price, the exercise behavior of our employees, interest rates, and dividend yields. These variables are projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for share-based payments.

~~Table~~In connection with the separation and spin-off from Myriad Genetics and related transactions, each outstanding Myriad Genetics stock option was converted into an adjusted Myriad Genetics common stock option, exercisable for the same number of ~~Contents~~shares of common stock as the original Myriad Genetics option, and a new Myrexis common stock option, exercisable for one-fourth of the number of shares of common stock as the original Myriad Genetics option. An adjusted exercise price of each converted option was determined in accordance with Section 409A and Section 422 of the Internal Revenue Code of 1986, as amended. All other terms of the converted options remain the same however; the vesting and expiration of the converted options will be based on the optionholder’s continuing employment with Myriad Genetics or Myrexis, as applicable, following the separation.

As a result of the option modifications ~~technologies~~that occurred in connection with the separation from Myriad Genetics, ~~drug~~Myriad ~~candidates~~Genetics measured the potential accounting impact of these option modifications. Based upon the analysis, which included a comparison of the fair value of the modified options granted to our employees and ~~any~~directors ~~future~~immediately ~~products~~after the modification with the fair value of the original option immediately prior to the modification, it was determined that there was no incremental compensation expense. All unrecognized compensation expense at June 30, 2009 that is related to Myriad Genetics options and Myrexis options that are ~~covered~~held by ~~valid~~current Myrexis employees and ~~enforceable~~directors ~~patents~~was orrecognized ~~are~~by ~~effectively~~us ~~maintained~~over asthe ~~trade~~remaining ~~secrets~~vesting term of the option. All such expense relating to Myrexis options held by current and former Myriad Genetics employees, directors or consultants will not be recognized by us.

WeImpairment ~~license~~of ~~patent rights from third~~Long-~~party~~Lived ~~owners.~~Assets ~~Our licenses may be subject to early termination if we fail to comply with our obligations in our licenses with third parties.~~

We ~~are~~assess ~~party~~the toimpairment aof ~~number~~long-lived assets ofwhen ~~licenses~~events or changes in circumstances indicate that ~~give~~the uscarrying ~~rights~~value toof ~~third-party~~the ~~intellectual~~assets or the asset grouping may not be ~~property~~recoverable. WeFactors ~~may~~that ~~also~~we ~~enter~~consider ~~into~~in ~~additional~~deciding ~~licenses~~when to ~~third-party~~perform ~~intellectual~~an ~~property~~impairment review include significant negative industry or economic trends, and significant changes or planned changes in our use of the ~~future~~assets. ~~Our~~We ~~licensors~~measure ~~may~~the ~~terminate~~recoverability ~~their~~of ~~agreements~~assets ~~with~~that will uscontinue to be used in ~~the~~our ~~event~~operations weby ~~breach~~comparing the ~~applicable~~carrying ~~license~~value ~~agreement~~of ~~and~~the ~~fail~~asset grouping to ~~cure~~our ~~the~~estimate ~~breach~~of ~~within~~the related atotal ~~specified~~future ~~period~~undiscounted ofnet ~~time~~cash flows. ~~Under~~If ~~our~~an ~~existing~~asset ~~license~~grouping’s ~~agreements~~carrying wevalue ~~are~~is ~~obligated~~not torecoverable ~~pay~~through the ~~licensor~~related ~~fees~~undiscounted cash flows, ~~which~~the ~~may~~asset ~~include~~grouping ~~annual~~is ~~license~~considered ~~fees,~~to ~~royalties,~~be aimpaired. ~~percentage~~The ofimpairment ~~revenues~~is ~~associated~~measured ~~with~~by comparing the ~~licensed~~difference ~~technology~~between the asset grouping’s carrying value and aits ~~percentage~~fair ofvalue. Fair value is the price that would be received from selling an asset ~~sublicensing~~in ~~revenue~~an orderly transaction between market participants at the measurement date. InLong-lived ~~addition~~assets such as intangible assets and property, ~~under~~plant ~~our~~and ~~existing~~equipment ~~license~~are ~~agreements~~considered non-financial assets, weand are ~~required~~recorded toat ~~diligently~~fair ~~pursue~~value only when an impairment charge is recognized. We recorded impairment charges for the ~~development~~years ended June 30, 2013, 2012 and 2011 of ~~products~~$20,000, ~~using~~$0.3 ~~the~~million ~~licensed~~and $1.1 ~~technology~~million, respectively. IfThese wecharges ~~breach~~are ~~any~~reflected ofin the ~~terms~~statement of ~~our~~operations ~~licenses,~~and ~~the~~comprehensive ~~licensors~~loss ~~may~~in ~~terminate~~general ~~the~~and administrative ~~agreements~~expenses.

~~Litigation~~We ~~regarding~~evaluated ~~patents,~~our ~~patent~~equipment ~~applications~~as of June 30, 2012 and ~~other~~management ~~proprietary~~had ~~rights~~committed ~~may~~to bea ~~expensive~~plan ~~and~~to ~~time~~sell ~~consuming~~our laboratory equipment. IfEquipment wecategorized as equipment held for sale ~~are~~on ~~involved~~the inbalance ~~such~~sheet ~~litigation~~at June 30, it2012 ~~could~~totaled ~~cause~~$1.0 ~~delays~~million. inEquipment ~~bringing~~held ~~drug~~for ~~candidates~~sale tois ~~market~~no longer subject to depreciation, and ~~harm~~is ~~our~~recorded ~~ability~~at the lower of depreciated carrying value or fair market value less costs to ~~operate~~sell. All such equipment had been sold as of June 30, 2013.

~~Our~~Results ~~success will depend in part on our ability to operate without infringing the proprietary rights~~ of ~~third~~Operations parties. The pharmaceutical industry is characterized by extensive litigation regarding patents and other intellectual property rights. Other parties may obtain patents in the future and allege that the use of our technologies infringes these patent claims or that we are employing their proprietary technology without authorization.

InYears ~~addition~~ended June 30, ~~third~~2013 ~~parties~~and ~~may~~2012 ~~challenge or infringe upon our existing or future patents. Proceedings involving our patents or patent applications or those of others could result in adverse decisions regarding:~~

•Research ~~the~~and ~~patentability~~development expenses are comprised primarily of ~~our~~salaries ~~inventions~~and ~~relating~~related topersonnel costs, laboratory supplies, equipment costs, and costs associated with our ~~drug~~clinical trials. ~~candidates;~~Research and~~/or~~ development expenses for the fiscal year ended June 30, 2013 were $0.5 million compared to $14.2 million in 2012. This 97% decrease was primarily due to:

• ~~the~~decreased ~~enforceability,~~internal ~~validity~~preclinical ordevelopments ~~scope~~costs of ~~protection~~approximately ~~offered~~$5.5 bymillion ~~our~~resulting ~~patents~~from ~~relating~~a reduction in headcount and the decision to ~~our~~suspend ~~drug~~all ~~candidates.~~further activities for all preclinical and clinical activities; and

~~Even~~• ifdecreased weexternal ~~are~~and ~~successful~~internal indrug ~~these~~candidate ~~proceedings, we may incur substantial~~ costs ~~and~~of ~~divert management time and attention in pursuing these proceedings, which could have a material adverse effect on us~~$8.3 Ifmillion weas ~~are unable to avoid infringing the patent rights of others, we may be required to seek~~ a ~~license,~~result ~~defend an infringement action or challenge the validity~~ of the ~~patents~~decision ~~in court. Patent litigation is costly and time consuming. We may not have sufficient resources~~ to ~~bring~~suspend ~~these~~all ~~actions~~further toactivities afor ~~successful~~all ~~conclusion.~~preclinical Inand ~~addition,~~clinical ~~if we do not obtain a license~~activities, ~~develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may:~~

~~• incur substantial monetary damages; and/or~~17

•We bedo ~~precluded~~not ~~from~~expect ~~participating~~any infuture ~~the~~research ~~manufacture,~~and development ~~use~~costs oras ~~sale~~a result of ~~our~~the ~~drug~~decision ~~candidates~~to orsuspend ~~methods~~further development activities for all preclinical and clinical programs and as a result of ~~treatment~~the ~~requiring~~transfer ~~licenses~~of all preclinical and clinical programs to third parties.

General and administrative expenses consist primarily of salaries and related personnel costs for business development, executive, legal, finance and accounting, information technology, human resources, and allocated facilities expenses. General and administrative expenses for the fiscal year ended June 30, 2013 were $11.5 million, compared to $17.6 million in 2012. The decrease in general and administrative expenses of 35% was due primarily to a decrease in the lease expense, share-based compensation, depreciation expense and reduced severance costs during the year ended June 30, 2013 in comparison for the year ended June 30, 2012. We ~~may~~recognized be$2.2 ~~unable~~million in lease expense for the year ended June 30, 2013. We recognized $3.8 million in lease expense for the year ended June 30, 2012. We expect to ~~adequately~~see ~~prevent~~reduced ~~disclosure~~general and administrative expenses in future years as a result of ~~trade~~the ~~secrets~~decision to suspend further development activities for all preclinical and clinical programs and other ~~proprietary~~related ~~information~~wind down activities.

WeOther ~~rely~~income on(expense) ~~trade~~for ~~secrets~~the tofiscal ~~protect~~year ended ~~our proprietary technologies~~June 30, ~~especially~~2013 ~~where~~was ~~we do not believe patent protection is appropriate or obtainable~~$0.4 ~~However,~~million ~~trade~~compared ~~secrets are difficult~~ to ~~protect~~$0.6 Wemillion ~~rely~~for inthe ~~part~~fiscal onyear ~~confidentiality~~ended ~~agreements~~June 30, ~~with~~2012. ~~our~~Other ~~employees,~~income ~~consultants,~~for the ~~outside~~year ~~scientific~~ended ~~collaborators~~June 30, ~~sponsored researchers~~2013, ~~and~~reflects ~~other~~interest ~~advisors~~income ~~to protect our trade secrets~~ and ~~other~~gains ~~proprietary~~on ~~information.~~sale ~~These~~of ~~agreements~~assets ~~may not effectively prevent disclosure~~ of ~~confidential~~$0.3 ~~information~~million. ~~and~~Other ~~may~~income ~~not~~for ~~provide an adequate remedy in~~ the ~~event~~year ended ofJune 30, ~~unauthorized~~2012, ~~disclosure~~reflects ofinterest ~~confidential~~income ~~information.~~and ~~In addition,~~realized ~~others~~gains ~~may~~on ~~independently discover~~ our ~~trade~~marketable ~~secrets~~securities and ~~proprietary~~a ~~information.~~gain ~~Costly~~on ~~and~~sale ~~time-consuming~~of ~~litigation~~assets of ~~could~~$0.3 ~~be necessary to enforce~~ million.

17Years ended June 30, 2012 and 2011

~~Table~~Research revenue is comprised of ~~Contents~~research services related to short-term research agreements. Research revenue for the fiscal year ended June 30, 2012 was $0 compared to $185,000 in the prior year. The decrease in research revenue was primarily attributable to stopping all contract research services activity in March 2011 as a result of a corporate reorganization.

Research and ~~determine~~development ~~the~~expenses ~~scope~~are comprised primarily of ~~our~~salaries ~~proprietary~~and ~~rights~~related personnel costs, laboratory supplies, equipment costs, and ~~failure~~costs toassociated ~~obtain~~with orour ~~maintain~~clinical trials. ~~trade~~Research ~~secret~~and ~~protection~~development ~~could~~expenses ~~adversely~~for ~~affect~~the ~~our~~fiscal ~~competitive~~year ~~business~~ended ~~position~~June 30, 2012 were $14.2 million compared to $22.3 million in 2011. This 36% decrease was primarily due to:

~~Risks~~• ~~Related~~decreased tointernal ~~Our~~preclinical ~~Common~~developments ~~Stock~~costs of approximately $7.6 million resulting from a reduction in headcount;

~~Our~~• ~~stock~~increased ~~price~~external ~~has~~drug ~~been~~candidate costs associated with our Nampt and isHsp90 ~~likely~~drug tocandidates ~~continue~~of to$1.9 bemillion, ~~volatile~~partially ~~and~~offset by decreased costs of $1.1 million associated with the ~~market~~development ~~price~~of other drug candidates and the timing of ~~our~~the ~~common~~trial ~~stock~~initiations ~~may~~and ~~drop.~~completions; and

On• ~~June 12,~~decreased ~~2009,~~external ~~trading~~research ofcollaboration ~~shares~~costs of our common stock began on The NASDAQ Global Market on a “when-issued” basis and has continued on a “regular” basis since July 1, 2009. However, there can be no assurance that an active trading market for our common stock will continue or be sustained in the future. There is a limited history on which to gauge the volatility of our stock price; however, since our common stock began “regular” trading on The NASDAQ Global Market on July 1, 2009 through June 30, 2012, our stock price has fluctuated from a low of $20.267 tomillion aassociated ~~high of $6.81. Furthermore, the stock market has recently experienced significant volatility, particularly~~ with ~~respect~~a toreduction pharmaceutical, biotechnology, and other life sciences company stocks. The volatility of pharmaceutical, biotechnology, and other life sciences company stocks often does not relate to the operating performance of the companies represented by the stock. We cannot predict the prices at which our common stock may trade in ~~the future~~headcount. ~~The market price of our common stock may continue to fluctuate widely, depending upon many factors, some of which may be beyond our control, including:~~

•General ~~the~~and ~~outcome~~administrative expenses consist primarily of ~~our~~salaries ~~review~~and related personnel costs for business development, executive, legal, finance and ~~evaluation~~accounting, information technology, human resources, and allocated facilities expenses. General and administrative expenses for the fiscal year ended June 30, 2012 were $17.6 million, compared to $18.3 million in 2011. The decrease in general and administrative expenses of ~~strategic~~4% ~~alternatives;~~was due primarily to a decrease in the loss on impairment of assets from $1.1 million to $0.3 million, share-based compensation and depreciation expense, partially offset by increased severance and professional fees during the year ended June 30, 2012. We recognized $2.5 million in severance expenses recorded in general and administrative for the year ended June 30, 2012 in connection with executive management changes, the November 2011 corporate reorganization and the March 2012 resource alignment. We recognized $0.5 million in severance expenses recorded in general and administrative for the year ended June 30, 2011.

•Other ~~changes~~income in(expense) for the fiscal year ended June 30, 2012 was $0.6 million compared to $1.7 million for the fiscal year ended June 30, 2011. Other income for the year ended June 30, 2012, reflects interest income and realized gains on our ~~business~~marketable ~~strategy;~~securities and a gain on sale of assets of $0.3 million. Other income for the year ended June 30, 2011 reflects interest income and realized gains on our marketable securities. Other income for the year ended June 30, 2011, includes a $1.2 million one-time grant received in November 2010 as a part of the qualifying therapeutic discovery project under section 48D of the Internal Revenue Code.

•Liquidity ~~regulatory developments or enforcement in the United States~~ and ~~foreign~~Capital ~~countries;~~Resources

•Net ~~developments~~cash orused ~~disputes~~in ~~concerning~~operating ~~patents~~activities orwas $13.0 ~~other~~million ~~proprietary~~during ~~rights;~~the fiscal year ended June 30, 2013 compared to $27.8 million used by operating activities during the prior fiscal year. The change in cash flow from operating activity can be attributed primarily to the higher net loss in fiscal 2012.

•Our ~~changes~~investing activities provided $71.4 million in ~~estimates~~cash orduring ~~recommendations~~the byfiscal ~~securities~~year ~~analysts~~ended June 30, if2013 ~~any~~compared ~~cover~~to $27.1 million during the prior fiscal year. The change is primarily due to the maturities and sales of our ~~common~~marketable ~~stock;~~investment securities. In addition, we received $1.5 million in proceeds from the sale of assets during the year ended June 30, 2013. We do not anticipate investments in additional equipment and leasehold improvements in the future.

•Approximately ~~failure~~$76.9 tomillion ~~secure~~in ~~adequate~~cash ~~capital~~was used toin ~~fund~~financing ~~our~~activities ~~operations~~during ifthe ~~and~~year ~~when~~ended ~~needed~~June 30, or2013, as a result the ~~issuance~~payment of ~~equity~~the ~~securities~~special atcash ~~prices~~distribution made ~~below~~February 15, 2013, partially offset by proceeds from stock options exercised and proceeds from the ~~current~~issuance ~~market~~of ~~price;~~common stock during the period, compared to $1.2 million provided by financing activities compared to 2012.

~~• the ability to partner, sell or out-license rights to our programs on favorable terms;~~18

•As ~~litigation;~~of June 30, 2013, we had $1.1 million in cash and cash equivalents a decrease of $18.6 million from $19.7 million as of June 30, 2012.

•As ~~future~~discussed ~~sales~~above, on January 22, 2013, our Board of Directors unanimously determined to cancel the special meeting of our ~~common~~shareholders ~~stock;~~scheduled for January 23, 2013, and instead, the Board of Directors declared a special cash distribution to shareholders of record as of the close of business on February 4, 2013 in the amount of $2.86 per share. The $1.1 million remaining cash and cash equivalents in the Company is anticipated to be sufficient to fund ongoing public company and other related operational costs for at least 12 months. Our future capital requirements, cash flows, and results of operations will be affected by and depend on many factors that are currently unknown to us, including:

• ~~general~~the ~~market~~outcome ~~conditions~~of our new management’s further review and evaluation of strategic alternatives;

• ~~economic~~changes ~~and~~in ~~other~~our ~~external~~business ~~factors or other disasters or crises~~strategy;

• ~~period-to-period~~regulatory ~~fluctuations~~developments or enforcement in ~~our~~the ~~financial~~United ~~results;~~States and foreign countries;

• ~~overall~~the ~~fluctuations~~ability into ~~U.S.~~partner, ~~equity~~sell ~~markets.~~or out-license rights to our remaining intellectual property assets on favorable terms;

~~These~~• ~~and~~failure ~~other~~to ~~external~~secure ~~factors~~adequate ~~may~~capital ~~cause~~to ~~the~~fund ~~market price and demand for~~ our ~~common~~operations ~~stock~~if ~~to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock~~ and ~~may otherwise negatively affect the liquidity of our common stock. In the past,~~ when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management. needed;

~~Provisions~~• ~~of our charter and bylaws and Delaware law and our tax benefits preservation rights plan may make an acquisition of us or a change in our management more difficult.~~ litigation;

~~Certain~~• ~~provisions~~future sales of our ~~restated~~common ~~certificate of incorporation and restated bylaws could discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including~~ stock;

18• general market conditions;

~~Table~~• ofeconomic ~~Contents~~and other external factors or other disasters or crises;

~~transactions~~• ~~in which you might otherwise receive a premium for your shares. Stockholders who wish~~ period-to-period ~~participate~~fluctuations in ~~these transactions may not have the opportunity to do so. These provisions also could limit the price that investors might be willing to pay for shares of~~ our ~~common~~financial ~~stock,~~results; ~~thereby depressing the market price of our common stock. Furthermore, these provisions could prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions:~~ and

• ~~allow~~overall ~~the~~fluctuations ~~authorized~~in ~~number~~U.S. ofequity ~~directors to be changed only by resolution of our board of directors;~~markets.

•To ~~establish~~the aextent ~~classified~~our ~~board~~capital ofresources ~~directors~~are insufficient to meet our future capital requirements, ~~providing~~we ~~that~~will need to finance our future cash needs through public or private equity offerings, collaboration agreements, debt financings or licensing arrangements. Additional funding may not be available to us on acceptable terms or at all. ~~members~~In addition, the terms of any financing may adversely affect the holdings or the rights of our ~~board~~stockholders. For example, if we raise additional funds by issuing equity securities or by selling convertible debt securities, further dilution to our existing stockholders may result. If we raise funds through licensing arrangements, we may be ~~elected~~required atto ~~one~~relinquish ~~time;~~rights to our technologies, or grant licenses on terms that are not favorable to us.

•Off-Balance ~~authorize~~Sheet ~~our~~Arrangements ~~board of directors to issue without stockholder approval blank check preferred stock;~~

~~• require that stockholder actions must be effected at a duly called stockholder meeting and prohibit stockholder action by written consent;~~None.

•Contractual ~~establish~~Obligations ~~advance notice requirements for stockholder nominations to our board of directors or for stockholder proposals that can be acted on at stockholder meetings;~~

~~• limit who may call stockholder meetings; and~~None.

•Effects ~~require the approval~~ of ~~the~~Inflation ~~holders of 80% of the outstanding shares of our capital stock entitled to vote in order to amend certain provisions of our restated certificate of incorporation and restated bylaws.~~

We ~~have~~do ~~also~~not ~~adopted~~believe athat ~~Tax~~inflation ~~Benefits~~has ~~Preservation~~had ~~Rights Plan in the form of~~ a ~~rights~~material ~~agreement~~impact ~~designed~~on ~~to help protect and preserve~~ our ~~substantial tax attributes primarily associated with net operating loss carryforwards (NOLs) and research tax credits~~business, ~~under Sections 382 and 383 of the Internal Revenue Code (the NOL Plan). Although this is not the purpose of the NOL Plan~~revenues, itor ~~could~~operating ~~have~~results ~~the~~during ~~effect of making it uneconomical for a third party to acquire us on a hostile basis. In addition, because we are incorporated in Delaware, we are governed by~~ the ~~provisions~~periods of Section 203 of the Delaware General Corporation Law, which may, unless certain criteria are met, prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a prescribed period of timepresented.

WeItem do7A. ~~not~~QUANTITATIVE ~~anticipate~~AND ~~paying~~QUALITATIVE ~~cash~~DISCLOSURES ~~dividends,~~ABOUT ~~and~~MARKET ~~accordingly, stockholders must rely on stock appreciation for any return on their investment.~~ RISK

WeAs ~~currently~~of ~~anticipate~~June ~~that~~30, ~~we will retain future earnings for the development~~2013, ~~operation~~we ~~and~~hold ~~expansion~~a Certificate of ~~our~~Deposit ~~business~~in ~~and do not anticipate declaring or paying any cash dividends for~~ the ~~foreseeable~~amount ~~future.~~of ~~Therefore~~$75,000 ~~the~~which ~~success~~matured ofon anJuly ~~investment~~10, in2013 ~~shares~~and ofwas ~~our~~not ~~common stock will depend upon any future appreciation in their value~~renewed. ~~There~~The isbalance ~~no guarantee that shares~~ of our ~~common~~portfolio ~~stock~~consists ~~will~~of only ~~appreciate~~cash inand ~~value~~cash ~~or even maintain the price at which our stockholders have purchased their shares~~equivalents.

AItem ~~failure~~8. toFINANCIAL ~~maintain~~STATEMENTS ~~adequate~~AND ~~internal~~SUPPLEMENTARY control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 or prevent or detect material misstatements in our annual or interim consolidated financial statements in the future could materially harm our business and cause our stock price to decline. DATA

AsThe ainformation ~~public company, our internal control over financial reporting is~~ required ~~to comply with the standards adopted~~ by ~~the~~this ~~Public Company Accounting Oversight Board in compliance with the requirements of Section~~Item 404 of the Sarbanes-Oxley Act of 2002. Accordingly, we are currently required to document and test our internal controls and procedures to assess the effectiveness of our internal control over financial reporting. In addition, our8 ~~independent registered public accounting firm~~ is ~~currently~~included ~~required~~at ~~to report on management’s assessment of~~ the ~~effectiveness~~end of our internal control over financial reporting and the effectiveness of our internal control over financial reporting. If we are unable to maintain effective control over financial reporting, such conclusion would be disclosed in this ~~and/or subsequent~~ Annual ~~Reports~~Report on Form 10-K. Inbeginning ~~the~~on ~~future,~~page ~~we may identify material weaknesses and deficiencies which we may not be able to remediate in a timely manner~~F-1. If

~~Table~~MYREXIS, ofINC. ~~Contents~~

we fail to maintain effective internal control over financial reporting in accordance with Section 404, we will not be able to conclude that we have and maintain effective internal control over financial reporting or our independent registered accounting firm may not be able to issue an unqualified report on the effectiveness of our internal control over financial reporting. As a result, our ability to report our financial results on a timely and accurate basis may be adversely affected, we may be subject to sanctions or investigation by regulatory authorities, including the SEC or The NASDAQ Global Market and investors may lose confidence in our financial information, which in turn could cause the market price of our common stock to decrease. We may also be required to restate our financial statements from prior periods. In addition, testing and maintaining internal control in accordance with Section 404 requires increased management time and resources. Any failure to maintain effective internal control over financial reporting could impair the success of our business and harm our financial results.

Index to Financial Statements		Number
Reports of Independent Registered Public Accounting Firms		F-2 – F-3
Balance Sheets as of June 30, 2013 and 2012		F-4
Statements of Operations and Comprehensive Loss for the Years Ended June 30, 2013, 2012 and 2011		F-5
Statements of Stockholders’ Equity for the Years Ended June 30, 2013, 2012 and 2011		F-6
Statements of Cash Flows for the Years Ended June 30, 2013, 2012 and 2011		F-7
Notes to Financial Statements		F-8

~~Item 1B. UNRESOLVED STAFF COMMENTS~~20

~~Not~~Item ~~applicable~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Item~~On 2February 4, 2013, we were notified by our independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), that upon completion of Ernst & Young’s review of the Company’s unaudited interim condensed consolidated financial statements as of December 31, 2012 and for the three and six month periods ended December 31, 2012 and 2011, Ernst & Young would resign as the Company’s independent registered public accounting firm. ~~PROPERTIES~~Such review was completed on February 8, 2013.

~~Our headquarters~~The ~~and~~reports ~~facilities~~of ~~are~~Ernst ~~located~~& inYoung ~~Salt~~on ~~Lake~~the ~~City,~~Company’s consolidated ~~Utah.~~financial Westatements ~~currently~~for ~~lease~~the ~~87,000~~past ~~square~~two ~~feet~~fiscal ofyears ~~office~~ended ~~and~~June ~~laboratory space from Myriad Genetics~~30, ~~Inc.,~~2012 ~~our~~and ~~former~~2011 ~~parent~~did ~~company,~~not ~~under~~contain ~~a sublease with~~ an ~~initial~~adverse ~~term~~opinion or ~~expiring~~disclaimer ~~January~~of ~~2013 renewable~~opinion atand ~~our~~were ~~election~~not ~~for~~qualified aor ~~total~~modified ofas anto ~~additional~~uncertainty, 12audit ~~years~~scope, inor ~~three-year~~accounting ~~increments~~principles.

WeIn ~~believe~~connection ~~our~~with ~~existing~~the ~~facilities~~audits of the Company’s ~~and~~consolidated ~~equipment~~financial ~~are~~statements ~~well~~for ~~maintained~~each of the two fiscal years ended June 30, 2012 and 2011, and in ~~good~~the ~~working~~subsequent ~~condition~~interim period ~~and~~through ~~that~~February ~~our~~8, ~~current~~2013, ~~facilities~~there ~~will~~were ~~provide~~no ~~adequate~~disagreements ~~capacity~~with ~~and~~Ernst ~~that~~& ~~additional~~Young ~~space~~on any matters of accounting principles or practices, iffinancial ~~needed~~statement disclosure, ~~will~~or beauditing ~~available~~scope inand procedures which, if not resolved to the ~~future~~satisfaction onof ~~commercially~~Ernst & ~~reasonable~~Young ~~terms.~~would have caused Ernst & Young to make reference to the matter in their report.

There were no “reportable events” as that term is described in Item 3.304(a)(1)(v) ~~LEGAL~~of ~~PROCEEDINGS~~Regulation S-K that occurred during the Company's fiscal years ended June 30, 2012 and 2011 or during the subsequent interim period through February 8, 2013.

InOn ~~the ordinary~~February ~~course of business~~8, ~~various legal claims have been asserted~~2013, ~~and in~~ the ~~future~~Company ~~may~~engaged EisnerAmper beLLP ~~asserted,~~(“EisnerAmper”) ~~against Myrexis. In addition,~~ as ~~previously disclosed, under~~ the ~~terms~~Company’s ofnew ~~our~~independent ~~Separation~~registered ~~and~~public ~~Distribution~~accounting ~~Agreement~~firm ~~with~~to ~~our~~audit ~~former parent~~the ~~Myriad~~Company’s ~~Genetics,~~consolidated ~~Inc.~~financial westatements ~~have~~for the ~~obligation~~fiscal toyear ~~indemnify~~ending ~~Myriad~~June ~~Genetics~~30, ~~with~~2013. ~~respect~~The toappointment ~~certain~~of ~~legal~~EisnerAmper ~~claims~~was approved ~~against~~by ~~Myriad~~the ~~Genetics~~sole ~~which~~director weof ~~assumed~~the ~~in connection with our spin-out from Myriad Genetics~~Company.

Item 49A. ~~MINE~~CONTROLS ~~SAFETY~~AND ~~DISCLOSURES~~PROCEDURES

~~None~~1. Disclosure Controls and Procedures

20We maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Table~~Our Chief Executive Officer, who is also the Chief Financial Officer, after evaluating the effectiveness of ~~Contents~~our Disclosure Controls as of the end of the period covered by this Annual Report on Form 10-K, has concluded that, based on such evaluation, our Disclosure Controls were not effective based on the material weakness noted below to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~PART~~2. IIInternal Control Over Financial Reporting

~~Item~~(a) ~~5. MARKET FOR REGISTRANT~~Management’Ss ~~COMMON~~Annual ~~EQUITY,~~Report ~~RELATED~~on ~~STOCKHOLDER~~Internal ~~MATTERS~~Control over ~~AND~~Financial ~~ISSUER~~Reporting ~~PURCHASES OF EQUITY SECURITIES~~

~~Market~~Our ~~Information~~management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that:

~~Our common~~• ~~stock~~pertain isto ~~traded~~the onmaintenance ~~The~~of ~~NASDAQ~~records ~~Global~~that, ~~Market~~in ~~under~~reasonable ~~the~~detail, ~~symbol~~accurately ~~“MYRX.”~~and ~~The~~fairly ~~following~~reflect ~~table sets forth~~ the ~~high~~transactions and ~~low~~dispositions ~~sales~~of ~~prices~~the ~~for~~assets ~~our~~of ~~common stock as reported by The NASDAQ Global Market for~~ the ~~periods indicated.~~ company;

	High		Low
Fiscal Year Ended June 30, 2012:
Fourth Quarter	$	3.20	$	2.26
Third Quarter	$	3.32	$	2.58
Second Quarter	$	2.88	$	2.41
First Quarter	$	3.70	$	2.64

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	High		Low
Fiscal Year Ended June 30, 2011:
Fourth Quarter	$	4.52	$	3.29
Third Quarter	$	4.26	$	3.72
Second Quarter	$	4.50	$	3.57
First Quarter	$	3.98	$	3.56

~~Stockholders~~• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

AsBecause of ~~September~~those inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management assessed the effectiveness of our internal control over financial reporting as of June 630, ~~2012~~2013. In making their assessment, ~~there~~management ~~were~~used ~~approximately~~the ~~101~~criteria set ~~stockholders~~forth by the Committee of ~~record~~Sponsoring Organizations of ~~our~~the ~~common~~Treadway ~~stock~~Commission ~~and,~~(COSO) ~~according~~in toInternal Control—Integrated Framework. Based on our ~~estimates~~assessment, ~~approximately~~management 8believes that,~~435~~ ~~beneficial~~as ~~owners~~ of June 30, 2013, our ~~common~~internal ~~stock.~~control over financial reporting was not effective based on those criteria, as the following material weakness in internal control was identified:

~~Dividends~~· the Company, given its relatively small size, did not have sufficient segregation of duties over a variety of financial and disclosure controls.

WeOur ~~have~~independent ~~not~~registered ~~paid~~public ~~cash~~accounting firm ~~dividends~~has toissued ~~our~~its ~~stockholders~~report ~~since~~on ~~our~~the ~~inception~~effectiveness ~~and~~of weour dointernal ~~not~~control ~~currently~~over ~~plan~~financial toreporting, ~~pay~~which ~~cash~~is ~~dividends~~included ~~in the foreseeable future~~below.

~~Unregistered Sales of Securities~~ 22

~~None.~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Issuer~~To ~~Purchases~~the Board of ~~Equity~~Directors ~~Securities~~and Stockholders

~~None.~~Myrexis, Inc.

~~Stock~~We ~~Performance~~have audited Myrexis Inc.’s (the ~~Graph~~“Company”) internal control over financial reporting as of June 30, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

~~The~~We ~~graph~~conducted ~~set~~our ~~forth~~audit ~~below compares the annual percentage change~~ in ~~our~~accordance ~~cumulative total stockholder return on our~~with ~~common stock, during a period commencing on June 12, 2009 (~~the ~~first~~standards ~~day~~ of ~~trading~~the ofPublic ~~our~~Company ~~common~~Accounting ~~stock~~Oversight onBoard ~~The~~(United ~~NASDAQ Global Market~~States). ~~and~~Those ~~ending~~standards onrequire ~~June 29,~~that ~~2012~~we ~~(as~~plan ~~measured~~and ~~by dividing (A) the difference between our share price at~~perform the ~~end~~audit ~~and~~to ~~the~~obtain ~~beginning~~reasonable ofassurance ~~the~~about ~~measurement~~whether ~~period;~~effective byinternal ~~(B) our~~control ~~share~~over ~~price~~financial atreporting ~~the~~was ~~beginning~~maintained ofin ~~the~~all material ~~measurement~~respects. ~~period)~~Our ~~with~~audit ~~the~~included ~~cumulative~~obtaining ~~total~~an ~~return~~understanding of ~~The~~internal ~~NASDAQ~~control ~~Stock~~over ~~Market~~financial reporting, ~~Inc.~~assessing ~~and~~ the ~~NASDAQ Biotech Index during such period. We have~~risk ~~not~~that ~~paid~~a ~~any~~material ~~cash~~weakness ~~dividends on our common stock~~exists, and wetesting doand ~~not~~evaluating ~~include~~the ~~cash~~design ~~dividends~~and inoperating ~~the~~effectiveness ~~representation~~ of ~~our~~internal ~~performance.~~control ~~The~~based ~~price~~on the ofassessed arisk. ~~share~~Our ofaudit ~~common~~also ~~stock~~included isperforming ~~based~~such ~~upon~~other ~~the~~procedures ~~closing~~as ~~price~~we ~~per~~considered ~~share~~necessary asin ~~quoted~~the oncircumstances. ~~The~~We believe ~~NASDAQ~~that ~~Global~~our ~~Market~~audit ~~on the~~provides ~~last~~a ~~trading~~reasonable ~~day~~basis offor ~~the~~our opinion.

21A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Table~~Because of ~~Contents~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~year~~A ~~shown. The~~material ~~graph~~weakness ~~lines~~is ~~merely~~a ~~connect~~control ~~quarter-end~~deficiency, ~~values~~or ~~and~~combination doof ~~not~~deficiencies, ~~reflect~~in ~~fluctuations~~internal ~~between~~control ~~those~~over financial ~~dates. The~~reporting, ~~comparison~~such ~~assumes~~that ~~$100~~there ~~was~~is ~~invested~~a onreasonable ~~June 12,~~possibility ~~2009~~that ina ~~our~~material misstatement of the Company’s annual or ~~common~~interim ~~stock~~financial ~~and~~statements inwill ~~each~~not ofbe ~~the~~prevented ~~foregoing~~or ~~indices~~detected on a timely basis. The ~~comparisons~~following ~~shown~~material weakness has been identified and included in ~~the~~management’s ~~graph~~assessment: ~~below~~The ~~are~~Company ~~based~~did ~~upon~~not ~~historical~~have ~~data.~~sufficient Wesegregation ~~caution~~of ~~that~~duties ~~the~~over ~~stock~~its ~~price~~financial ~~performance~~process or ~~shown~~disclosures. This material weakness was considered in determining the ~~graph~~nature, ~~below~~timing, isand ~~not~~extent ~~necessarily~~of ~~indicative~~audit ~~of,~~test ~~nor~~applied isin itour ~~intended~~audit toof ~~forecast~~the 2013 financial statements, ~~the~~and ~~potential~~this ~~future~~report ~~performance~~does ofnot affect our ~~common~~report ~~stock.~~dated July 16, 2013 on those financial statements.

	June 12,2009		June 30,2009		Sept 30,2009		Dec 31,2009		Mar 31,2010		June 30,2010		Sept 30,2010		Dec 31,2010		Mar 31,2011		June 30,2011		Sept 30,2011		Dec 30,2011		Mar 30,2012		June 29,2012
Myrexis, Inc.		100.00		66.43		83.71		71.86		64.57		53.71		55.14		59.43		55.00		51.14		39.14		38.29		43.29		37.29
NASDAQ Biotechnology Index		100.00		103.19		115.59		116.13		129.27		110.13		123.26		133.56		143.29		152.59		133.49		149.33		176.37		186.08
NASDAQ Composite Index		100.00		98.72		114.18		122.08		129.69		113.47		127.43		142.72		149.62		149.21		129.94		140.15		166.32		157.90

In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Myrexis, Inc. has not maintained effective internal control over financial reporting as of June 30, 2013, based on criteria established in Internal Control - Integrated Framework issued by COSO.

~~The~~We ~~performance~~also ~~graph~~have ~~shall~~audited, ~~not~~in beaccordance ~~deemed~~with tothe bestandards ~~incorporated~~of bythe ~~reference~~Public byCompany ~~means~~Accounting ofOversight ~~any general~~Board ~~statement~~(United ~~incorporating~~States), bythe ~~reference~~balance ~~this~~sheet ~~Form~~of ~~10-K~~Myrexis, ~~into~~Inc. ~~any~~as ~~filing~~of ~~under~~June ~~the~~30, ~~Securities Act of 1933~~2013, asand ~~amended or~~ the ~~Securities~~related ~~Exchange~~statements ~~Act~~ of ~~1934,~~operations asand ~~amended~~comprehensive loss, ~~except~~stockholders’ toequity, ~~the~~and ~~extent~~cash ~~that~~flows wefor ~~specifically~~the ~~incorporate~~year ~~such~~ended ~~information~~June by30, ~~reference~~2013, and ~~shall~~our ~~not~~report ~~otherwise~~dated beJuly ~~deemed~~16, ~~filed~~2013 orexpressed an ~~soliciting~~unqualified ~~material~~opinion ~~under such acts~~thereon.

~~Item~~/s/ 6.EisnerAmper ~~SELECTED FINANCIAL DATA~~LLP

~~The following table sets forth selected financial information as of and for each of the years in the five-year period ended June 30~~Iselin, ~~2012,~~ ~~which~~New ~~has~~JerseyJuly ~~been derived from our (1) audited financial statements as of June 30~~16, 2012 and 2011 and for the years ended June 30, 2012, 2011 and 2010, which are included elsewhere in this Form 10-K; and (2) audited financial statements as of June 30, 2010, 2009 and 2008 and for the years ended June 30, 2009 and 2008, which are not included elsewhere in this Form 10-K. Because our historical financial information for periods ending on or prior to June 30, 2009 reflects allocations for services historically provided to us by Myriad Genetics, the selected financial information presented below for such periods may not be indicative of our results of operations and financial position as an independent company. The selected financial information presented for the years ended June 30, 2012, 2011 and 2010, reflects our performance as an independent company. 2013

22 23

~~Table~~(b) Change ofin ~~Contents~~Internal Control over Financial Reporting

The ~~selected~~following ~~financial~~change ~~data~~in ~~below~~our ~~should~~internal becontrol over ~~read~~financial reporting was identified in ~~conjunction~~connection with ~~our~~the ~~audited~~evaluation ~~financial statements~~of ~~(and~~such ~~notes~~internal ~~thereon)~~control ~~and~~that ~~“Management’s~~occurred ~~Discussion~~during ~~and~~the ~~Analysis~~fourth quarter of ~~Financial~~our ~~Condition~~last ~~and~~fiscal ~~Results~~year ofthat ~~Operations~~have materially affected,” ~~included~~or ~~elsewhere~~are reasonably likely to materially affect, our internal control over financial reporting: due to the reduction in ~~this~~employees ~~Form~~from ~~10-K.~~five to one during the fourth quarter, there no longer exists adequate segregation of duties at Myrexis.

	Years ended June 30,
In thousands (except per share data)	2012			2011			2010			2009			2008
Statement of Operations Data:
Research revenue	$	—		$	185		$	90		$	5,456		$	6,774
Pharmaceutical revenue		—			—			—			—			100,000	(1)
Other revenue		—			—			—			—			4,000
Total revenues		—			185			90			5,456			110,774
Costs and expenses:
Research and development expense		14,230			22,296			28,222			54,611	(7)		121,526	(2)
General and administrative expense		17,571			18,339	(8)		19,984			8,981			20,600
Total costs and expenses		31,801			40,635			48,206			63,592			142,126
Operating loss		(31,801	)		(40,450	)		(48,116	)		(58,136	)		(31,352	)
Other income (expense), net		592			1,742			1,165			—			(3,017	)(3)
Net loss	$	(31,209	)	$	(38,708	)	$	(46,951	)	$	(58,136	)	$	(34,369	)
Net loss per basic and diluted share (4)	$	(1.18	)	$	(1.52	)	$	(1.91	)	$	(2.43	)	$	(1.43	)
	As of June 30,
In thousands	2012			2011			2010			2009			2008
Balance Sheet Data:
Cash, cash equivalents and marketable securities (5)	$	89,626		$	115,878		$	147,453		$	188,005		$	—
Current liabilities		2,279			3,310			4,250			4,576			46,568
Total assets		91,651			121,260			154,108			193,677			15,746
Total stockholders’ / parent equity (6)		89,372			117,950			149,858			189,101			(30,822	)

Item 9B.

OTHER INFORMATION

~~(1)~~Not ~~Represents a nonrefundable upfront payment from A/S Lundbeck for the former drug candidate Flurizan~~applicable.

~~(2)~~PART ~~Amount~~III ~~includes an accrued $20 million sublicense fee payable related to Flurizan.~~

~~(3)~~Item ~~Amount~~10. ~~includes~~DIRECTORS, ~~the~~EXECUTIVE ~~write-off~~OFFICERS ofAND ~~the~~CORPORATE ~~cost basis investment in Encore Pharmaceuticals.~~GOVERNANCE

~~(4)~~The ~~For~~response ~~years~~to ~~ended~~this ~~June~~item ~~30,~~is ~~2009~~incorporated by ~~and~~reference ~~2008,~~from ~~pro~~the ~~forma~~discussion ~~net~~responsive ~~loss~~thereto ~~per~~under ~~share~~the ~~calculated~~captions ~~based~~“Management onand ~~the~~Corporate 23Governance,~~974,211~~” ~~shares~~“Section 16(a) ~~issued~~Beneficial Ownership Reporting Compliance” and “Code of Conduct and Ethics” in ~~connection~~our ~~with~~Proxy Statement for the ~~spin-off~~2013 Annual Meeting of Stockholders.

~~(5)~~Item ~~Prior~~11. toEXECUTIVE ~~June 30, 2009, all cash and investments were held and managed by Myriad Genetics.~~COMPENSATION

~~(6)~~The ~~Balances~~response ~~prior~~ to ~~June~~this 30item is incorporated by reference from the discussion responsive thereto under the captions “Compensation Discussion and Analysis,” ~~2009~~“Executive Officer ~~represent~~and ~~Myriad~~Director ~~Genetics’~~Compensation,” ~~net~~“Management ~~investment~~and ~~(or~~Corporate ~~capital~~Governance-Committees ~~deficiency)~~of the Board of Directors and Meetings,” “Management and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Risks Related to Compensation Practices and Policies” in ~~Myrexis~~our Proxy Statement for the 2013 Annual Meeting of Stockholders.

~~(7)~~Item ~~Amount includes a $9~~12.0 ~~million~~SECURITY ~~credit~~OWNERSHIP ~~recorded~~OF inCERTAIN ~~fiscal~~BENEFICIAL ~~2009,~~OWNERS ~~resulting~~AND ~~from~~MANAGEMENT ~~the~~AND ~~difference~~RELATED inSTOCKHOLDER ~~an estimated sub-license fee accrual recorded in fiscal 2008 and amounts actually paid in 2009.~~MATTERS

~~(8)~~The ~~Includes~~response ato ~~$1.1~~this ~~million~~item ~~impairment~~is ~~loss~~incorporated by onreference ~~certain~~from ~~fixed~~the ~~assets.~~discussion ~~For~~responsive thereto under the ~~year~~captions ~~ended~~“Security ~~June~~Ownership ~~30,~~of ~~2011,~~Certain ~~the~~Beneficial ~~Company~~Owners ~~reclassified~~and Management” ~~the~~and ~~$1.1~~“Equity ~~million~~Compensation inPlan ~~impairment~~Information” ~~charges~~in ~~from~~our ~~other~~Proxy ~~income~~Statement ~~(expense)~~for tothe ~~general~~2013 ~~and~~Annual ~~administrative~~Meeting ~~expense~~of Stockholders.

23Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Table~~The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance-Director Independence” in our Proxy Statement for the 2013 Annual Meeting of ~~Contents~~Stockholders.

~~Quarterly~~Item ~~Financial~~14. ~~Data~~PRINCIPAL ~~(Unaudited)~~ACCOUNTANT FEES AND SERVICES

	Quarter Ended
In thousands	June 30,2012			March 31,2012(3)			December 31,2011			September 30,2011
Research revenue	$	—		$	—		$	—		$	—
Total revenue		—			—			—			—
Costs and expenses:
Research and development expense		558			5,603			3,769			4,300
General and administrative expense		4,129			5,216			3,841			4,385
Total costs and expenses		4,687			10,819			7,610			8,685
Operating loss		(4,687	)		(10,819	)		(7,610	)		(8,685	)
Other income, net		266			127			100			99
Net loss	$	(4,421	)	$	(10,692	)	$	(7,510	)	$	(8,586	)
	Quarter Ended
	June 30,2011			March 31,2011(3)			December 31,2010			September 30,2010
Research revenue	$	—		$	55		$	23		$	107
Total revenue		—			55			23			107
Costs and expenses:
Research and development expense		3,651			7,935			4,995			5,715
General and administrative expense		4,449	(1)		5,088			4,240			4,562
Total costs and expenses		8,100			13,023			9,235			10,277
Operating loss		(8,100	)		(12,968	)		(9,212	)		(10,170	)
Other income, net		108			125			1,349	(2)		160
Net loss	$	(7,992	)	$	(12,843	)	$	(7,863	)	$	(10,010	)

The response to this item is incorporated by reference to the discussion responsive thereto in the proposal entitled “Independent Registered Public Accounting Firm” in our Proxy Statement for the 2013 Annual Meeting of Stockholders.

(1) Includes a $1.1 million impairment loss on certain fixed assets. For the year ended June 30, 2011, the Company reclassified the $1.1 million in impairment charges from other income (expense) to general and administrative expense.24

~~(2)~~PART ~~Includes~~IV ~~a one-time $1.2 million grant received in November 2010 as a part of the qualifying therapeutic discovery project under section 48D of the Internal Revenue Code.~~

~~(3)~~Item ~~Includes one-time severance costs related to corporate reorganizations of $3~~15.6 ~~million~~EXHIBITS ~~for~~AND ~~the~~FINANCIAL ~~period~~STATEMENT ~~ending March 31, 2012 and $3.0 million for the period ended March 31, 2011.~~SCHEDULES

~~Item~~(a) 7.The ~~MANAGEMENT’S~~following ~~DISCUSSION~~documents ~~AND~~are filed ~~ANALYSIS~~as OFpart ~~FINANCIAL~~of ~~CONDITION~~this ~~AND~~Annual ~~RESULTS~~Report OFon ~~OPERATIONS~~Form 10-K:

The following discussion and analysis should be read together with “Selected Financial Data,” and the financial statements and the related notes appearing elsewhere in this Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Information regarding these forward-looking statements can be found in the preface to Part I, Item 1 ~~“Business” of this Form 10-K~~. ~~Our~~Financial ~~actual~~Statements results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Form 10-K.

24See “Index to Financial Statements” at Item 8 of this Annual Report on Form 10-K.

~~Table~~2. ofExhibits ~~Contents~~

~~Overview~~The exhibits which are filed with or incorporated by reference into this Annual Report on Form 10-K are set forth in the Exhibit Index to this Annual Report on Form 10-K, which is incorporated herein by reference.

We are a biopharmaceutical company that has generated a pipeline of differentiated drug candidates in oncology and autoimmune diseases. We currently retain all rights to all of our drug candidates and programs across all geographic markets and therapeutic indications. 25

InSIGNATURES September 2011, we announced that we had completed an in-depth review of our drug development pipeline, incorporating extensive inputs from both internal and independent external analyses. As a result, we made a strategic business decision to suspend any further development of our lead drug candidate Azixa, which was in Phase 2 development for the treatment of advanced primary and metastatic tumors with brain involvement. This decision was not based on any single factor. Our review took into consideration the accumulated data from our clinical trials, the evolving competitive environment in Glioblastoma multiforme, or GBM, including ongoing studies of competitive drug candidates that are in more advanced stages of development, inputs from key opinion leaders, updated cost and timing estimates, and other factors affecting the risks and opportunities relating to the development of Azixa. On the basis of these inputs, we concluded that completing the Phase 2b clinical trial we had underway would require a disproportionate investment of time and resources relative to its likelihood of technical and regulatory success, when compared to our other programs. Following this decision, in November 2011, we announced a corporate reorganization to realign our resources with our development strategy and clinical initiatives following the suspension of further development of Azixa. The reorganization included an immediate reduction in our workforce by 15 employees or approximately 20%.

InPursuant ~~February~~to ~~2012,~~the werequirements ~~announced~~of ~~that~~Section 13 or we15(d) ~~had~~of ~~suspended~~the ~~development~~Securities ~~activity~~Exchange onAct ~~all~~ of ~~our~~1934, ~~preclinical~~the ~~and~~Registrant ~~clinical~~has ~~programs~~duly ~~and~~caused ~~retained Stifel~~this ~~Nicolaus~~report ~~Weisel, an investment banking firm,~~ to ~~assist~~be insigned ~~reviewing~~on ~~and~~its ~~evaluating~~behalf aby ~~full~~the ~~range~~undersigned, thereunto ofduly ~~strategic alternatives to enhance shareholder value. Thereafter~~authorized, inon ~~March~~July ~~2012~~17, ~~we initiated an alignment of our resources involving a phased reduction in our workforce from approximately 59 employees to 10 current employees~~2013.

~~Based on our evaluation of strategic alternatives~~MYREXIS, weINC. ~~determined~~By: to/S/ ~~pursue~~Jonathan ~~the acquisition of one or more commercial-stage biopharmaceutical assets, with the goal of building a commercial-stage biopharmaceutical company by optimizing their performance and profitability~~M. ~~Integral~~Couchman ~~to these~~Jonathan ~~efforts, on May 11, 2012, we announced a change in management, including the appointment of Richard B~~M. ~~Brewer~~Couchman as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer, collectively bringing an extensive track record of commercializing, acquiring and marketing pharmaceutical products throughout their careers. In addition, both Mr. Brewer and Mr. Gryska were appointed as members of the Board of Directors.

OnPursuant ~~August 15,~~to ~~2012,~~the werequirements ~~announced~~of the ~~death~~Securities Exchange Act of ~~Richard B. Brewer~~1934, ~~our~~this ~~President~~report ~~and~~has ~~Chief~~been ~~Executive~~signed ~~Officer.~~below ~~The~~by ~~Board~~the offollowing ~~Directors appointed~~persons ~~David~~on W.behalf ~~Gryska~~of as the ~~acting~~Registrant ~~President~~ and ~~Chief~~in ~~Executive Officer while considering succession plans. In addition,~~ the ~~Board~~capacities indicated ofbelow ~~Directors is further evaluating our strategic direction in light of this development~~ and ~~our~~on ~~progress~~the todates ~~date in identifying attractive biopharmaceutical assets~~indicated.

We do not know if we will be successful in pursuing any strategic alternative or that any transaction will occur; however, we are committed to pursuing a strategic direction that our Board of Directors believes is in the best interests of our shareholders. During this period, we continue to actively pursue business development opportunities for each of our programs. However, despite our significant efforts to identify and attract third parties to whom we could out-license or sell these assets for further development, we have been unsuccessful to date.

Signatures		Title	Date
By:	/s/ Jonathan M. Couchman	President and Chief Executive Officer, Chief Financial
	Jonathan M. Couchman	Officer,
		Chairman of the Board	July 17, 2013
		(principal executive officer, principal financial and
		accounting officer)

By:	/s/ Michael C. Pearce	Director	July 17, 2013
	Michael C. Pearce

By:	/s/ Steven D. Scheiwe	Director	July 17, 2013
	Steven D. Scheiwe

We were incorporated as Myriad Pharmaceuticals, Inc. in Delaware in January 2009 as a new, wholly owned subsidiary of Myriad Genetics, Inc. in order to effect the separation and spin-off of Myriad Genetics’ research and drug development businesses as a stand-alone, independent, publicly traded company. In connection with the formation of this new subsidiary, Myriad Genetics’ existing subsidiary, Myriad Pharmaceuticals, Inc., changed its corporate name to Myriad Therapeutics, Inc., and we adopted the name of Myriad Pharmaceuticals, Inc. which was subsequently changed to Myrexis, Inc. effective July 1, 2010. On June 30, 2009, Myriad Genetics 26

25INDEX TO FINANCIAL STATEMENTS

~~Table~~Myrexis, ofInc. ~~Contents~~

~~contributed~~Years ~~substantially~~Ended ~~all~~June 30, of2013, ~~the assets~~ 2012 and ~~certain~~2011 liabilities of its research and drug development businesses as well as $188 million in cash and marketable securities to us and effected the spin-off of our company through a pro rata dividend distribution to its stockholders of all outstanding shares of our common stock.

We operate in one reportable business segment, pharmaceutical development and related research activities.

		Page
Reports of Independent Registered Public Accounting Firms		F-2 – F-3

Financial Statements:
Balance Sheets as of June 30, 2013 and 2012		F-4
Statements of Operations and Comprehensive Loss for the Years Ended June 30, 2013, 2012 and 2011		F-5
Statements of Stockholders’ Equity for the Years Ended June 30, 2013, 2012 and 2011		F-6
Statements of Cash Flows for the Years Ended June 30, 2013, 2012 and 2011		F-7
Notes to Financial Statements		F-8

~~During the years ended June 30, 2012, 2011 and 2010, we reported $0, $185,000 and $90,000, respectively in revenues associated with research services related to short~~F-~~term research agreements and a net loss of $31.2 million, $38.7 million and $46.9 million, respectively.~~ 1

WeREPORT ~~expect~~OF toINDEPENDENT ~~incur~~REGISTERED ~~net losses for the foreseeable~~PUBLIC ~~future~~ACCOUNTING ~~and that such losses will fluctuate from quarter to quarter.~~ FIRM

~~Our~~To drug research and development expenses include costs incurred for our drug candidates. The only costs we track by each drug candidate are external costs such as services provided to us by clinical research organizations, manufacturing of drug supply, and other outsourced research. We do not assign or allocate internal costs such as salaries and benefits, facilities costs, lab supplies and the ~~costs~~Board of ~~preclinical~~Directors ~~research~~ and studies to individual development programs. We also incurred costs related to external research collaborations from our research services business. We track all underlying principal costs associated with our research collaborations. All development costs for our drug candidates and external research collaborations are expensed as incurred. Our research and development expense for Azixa (for which development was suspended in September 2011), our clinical-stage drug candidate, MPC-3100, our preclinical-stage drug candidates, MPC-9528, MPC-8640, IKKe and MPC-0767 (for which development was suspended in February 2012), and our discontinued drug candidate MPC-4326 during the fiscal years ended June 30, 2012, 2011 and 2010 are as follows: Stockholders

	Years Ended June 30,
(In thousands)	2012		2011			2010
External costs, drug candidates:
Azixa	$	1,367	$	1,388		$	2,998
MPC-4326		40		(144	)(1)		1,720
MPC-3100		214		1,202			2,568
MPC-0767		980		278			—
MPC-9528		—		264			14
MPC-8640		1,124		121			—
IKKe		269		—			—
Sub-total direct costs		3,994		3,109			7,300
Internal costs, drug candidates		4,645		5,318			5,965
Preclinical development costs		5,591		13,157			13,812
External research collaborations		—		712			1,145
Total research and development	$	14,230	$	22,296		$	28,222

Myrexis, Inc.

We have audited the accompanying balance sheet of Myrexis, Inc. (1the “Company”) ~~Amount~~as ~~includes~~of aJune ~~$0.2~~30, ~~million~~2013, ~~credit~~and ~~recorded~~the inrelated ~~fiscal~~statements ~~2011~~of ~~resulting~~operations and ~~from~~comprehensive aloss, ~~favorable~~stockholders’ ~~change~~equity inand ~~estimate~~cash flows for ~~outside~~the ~~clinical~~year ~~services~~then ~~which~~ended. ~~were~~The ~~later~~financial ~~terminated~~statements ~~due~~are to the ~~discontinuation~~ responsibility of the ~~program~~Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We ~~expect~~conducted toour ~~see~~audit in ~~reduced~~accordance ~~research~~with ~~and~~the ~~development~~standards ~~costs~~of asthe aPublic ~~result~~Company Accounting Oversight Board (United States). Those standards require that ofwe plan and perform the ~~decision~~audit to ~~suspend~~obtain ~~further~~reasonable ~~development~~assurance ~~activities~~about ~~for~~whether ~~all~~the ~~preclinical~~financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and ~~clinical~~disclosures ~~programs~~in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

26In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Myrexis, Inc. as of June 30, 2013, and the results of its operations and its cash flows for the year ended June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

~~Table~~We also have audited, in accordance with the standards of ~~Contents~~the Public Company Accounting Oversight Board (United States), Myrexis Inc.’s internal control over financial reporting as of June 30, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated July 16, 2013 expressed an adverse opinion thereon.

~~Critical~~/s/ ~~Accounting~~EisnerAmper ~~Policies and Use of Estimates~~ LLP

~~Critical accounting policies are those policies which are both important to the portrayal of a company’s financial condition and results and require management’s most difficult~~Iselin, ~~subjective~~New ~~or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are as follows:~~ Jersey

•July ~~income~~16, ~~taxes;~~2013

~~• clinical trial expenses;~~F-2

•Report ~~share-based~~of ~~payment~~Independent ~~expense;~~Registered ~~and~~Public Accounting Firm

•The ~~impairment~~Board of ~~long-lived~~Directors ~~assets.~~and Stockholders

~~Income~~Myrexis, ~~Taxes~~ Inc.

~~Our~~We ~~income~~have ~~tax~~audited ~~provision~~the isaccompanying ~~based on income before~~balance ~~taxes~~sheet ~~and~~of ~~is computed using the liability method in accordance with Accounting Standards Codification~~Myrexis, ~~or ASC, 740—Income Taxes~~Inc. ~~Deferred~~as ~~tax~~of ~~assets~~June 30, 2012 and ~~liabilities are determined based on~~ the ~~difference~~statements ~~between~~of ~~the~~operations ~~financial statement~~ and ~~tax~~comprehensive ~~basis~~loss, ofstockholders’ ~~assets~~ equity and ~~liabilities~~cash ~~using~~flows ~~tax rates projected to be in effect~~ for the ~~year~~years inended ~~which~~June the differences are expected to reverse. Significant estimates are required in determining our provision for income taxes. Some of these estimates are based on interpretations of existing tax laws or regulations30, or2012 ~~the expected results from any future tax examinations. Various internal~~ and ~~external factors may have favorable or unfavorable effects on our future provision for income taxes~~2011. ~~Those~~These ~~factors~~financial ~~include,~~statements ~~but~~ are ~~not limited to, changes in tax laws, regulations and/or rates,~~ the ~~results~~responsibility of ~~any~~the ~~future tax examinations, changing interpretations of existing tax laws or regulations, changes in estimates of prior years~~Company’s ~~items,~~management. ~~past~~Our ~~levels~~responsibility ofis ~~R&D~~to ~~spending,~~express ~~acquisitions,~~an ~~changes~~opinion inon ~~our~~these ~~corporate~~financial ~~structure,~~statements ~~and~~based ~~changes~~on ~~in overall levels of income before taxes all of which may result in periodic revisions to~~ our ~~provision for income taxes~~audits.

~~Developing~~We ~~our~~conducted ~~provision for income taxes, including~~ our ~~effective~~audits ~~tax~~in ~~rate~~accordance ~~and~~with the ~~analysis~~standards of ~~potential uncertain tax positions, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including~~ the ~~determination~~Public ofCompany ~~deferred~~Accounting ~~tax~~Oversight ~~assets~~Board ~~and~~(United ~~liabilities~~States). ~~and~~Those ~~any~~standards ~~estimated~~require ~~valuation~~that ~~allowance~~ we ~~deem~~plan ~~necessary~~and ~~to offset~~perform ~~deferred~~the ~~tax~~audit ~~assets. We have established a valuation allowance~~ to ~~fully~~obtain ~~offset~~reasonable ~~our~~assurance ~~deferred~~about ~~tax~~whether ~~assets.~~the ~~Our~~financial ~~judgment~~statements ~~and tax strategies~~ are ~~subject~~free toof ~~audit~~material ~~by various taxing authorities~~misstatement. ~~While~~An weaudit ~~believe~~includes examining, weon ~~have~~a ~~provided~~test ~~adequately~~basis, ~~for~~evidence ~~our uncertain~~supporting ~~income~~the ~~tax~~amounts ~~positions~~and disclosures in ~~our~~the ~~consolidated~~ financial statements,. anAn ~~adverse~~audit ~~determination~~also byincludes assessing ~~these~~the ~~taxing~~accounting ~~authorities~~principles ~~could~~used ~~have~~and asignificant ~~material~~estimates ~~adverse~~made ~~effect~~by ~~on our consolidated financial condition~~management, ~~results~~as ofwell ~~operations~~as orevaluating ~~cash~~the ~~flows.~~overall ~~Interest~~financial ~~and~~statement ~~penalties~~presentation. onWe ~~income~~believe ~~tax~~that ~~items~~our ~~are~~audits ~~included~~provide as a ~~component~~reasonable ofbasis ~~overall~~for ~~income~~our ~~tax expense~~opinion.

~~Clinical~~In ~~Trial~~our ~~Expenses~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Myrexis, Inc. at June 30, 2012, and the results of its operations and its cash flows for each of the years ended June 30, 2012 and 2011, in conformity with U.S. generally accepted accounting principles.

~~Prior~~/s/ toErnst & ~~our~~Young suspension of drug development activities, the cost of our clinical trials was based, in part, on estimates of the services received and efforts expended pursuant to contracts with numerous clinical trial centers and clinical research organizations, or the CROs. We contracted with third parties to perform various clinical trial activities in the development of our drug candidates. The financial terms of the agreements varied from contract to contract, were subject to negotiation and resulted in uneven payment flows. Payments under the contracts depended on factors such as the achievement of certain events, the successful enrollment of patients or the completion of portions of the clinical trial or similar conditions. The objective of our accrual policy was to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, we recognized direct expenses related to each patient enrolled in a clinical trial on an estimated cost-per-patient basis as services were performed. In addition, we considered information from our clinical operations group regarding the status of our clinical trials, we relied on information from CROs, such as estimated costs per patient, to calculate our accrual for direct clinical expenses at the end of each reporting LLP

27Salt Lake City, Utah

~~Table~~September 13, ~~of Contents~~2012

period. For indirect expenses, which related to site and other administrative costs to manage our clinical trials, we relied on information provided by the CRO, including costs incurred by the CRO as of a particular reporting date, to calculate our indirect clinical expenses. In connection with the early termination of a clinical trial, we recognized expenses in an amount based on our estimate of the remaining nonF-~~cancelable obligations associated with the winding down of the clinical trial, which we confirmed directly with the CRO.~~ 3

~~If our CROs were to have either under or over reported the costs that they had incurred or if there was a change in the estimated per patient costs~~MYREXIS, ~~it could have had an impact on our clinical trial expenses during the period in which they reported a change in estimated costs to us~~INC. ~~Adjustments to our clinical trial accruals primarily relate to indirect costs, for which we placed significant reliance on our CROs for accurate information at the end of each reporting period.~~

~~Share-Based~~Balance ~~Payment~~Sheets ~~Expense~~

~~Share-based compensation expense standards set accounting requirements for “share-based” compensation to employees~~June 30, ~~including~~2013 ~~employee stock purchase plans,~~ and ~~require~~2012 us to recognize, as expense, in our statements of operations, the grant date fair value of our stock options and other equity-based compensation. The determination of grant date fair value is estimated using an option-pricing model, which includes variables such as the terms of each grant, the expected volatility of our share price, the exercise behavior of our employees, interest rates, and dividend yields. These variables are projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for share-based payments.

(In ~~connection with the separation and spin-off from Myriad Genetics and related transactions~~thousands, ~~each~~except ~~outstanding~~per ~~Myriad~~share ~~Genetics stock option was converted into an adjusted Myriad Genetics common stock option, exercisable for the same number of shares of common~~amounts) stock as the original Myriad Genetics option, and a new Myrexis common stock option, exercisable for one-fourth of the number of shares of common stock as the original Myriad Genetics option. An adjusted exercise price of each converted option was determined in accordance with Section 409A and Section 422 of the Internal Revenue Code of 1986, as amended. All other terms of the converted options remain the same however; the vesting and expiration of the converted options will be based on the optionholder’s continuing employment with Myriad Genetics or Myrexis, as applicable, following the separation.

As a result of the option modifications that occurred in connection with the separation from Myriad Genetics, Myriad Genetics measured the potential accounting impact of these option modifications. Based upon the analysis, which included a comparison of the fair value of the modified options granted to our employees and directors immediately after the modification with the fair value of the original option immediately prior to the modification, it was determined that there was no incremental compensation expense. All unrecognized compensation expense at June 30, 2009 that is related to Myriad Genetics options and Myrexis options that are held by current Myrexis employees and directors will be recognized by us over the remaining vesting term of the option. All such expense relating to Myrexis options held by current and former Myriad Genetics employees, directors or consultants will not be recognized by us.

	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	1,135		$	19,707
Marketable investment securities		75			68,671
Equipment held for sale		—			974
Prepaid expenses and other assets		27			192

Total current assets		1,237			89,544

Equipment and leasehold improvements:
Equipment		—			1,298
Leasehold improvements		—			1,197

		—			2,495
Less accumulated depreciation		—			1,846

Net equipment and leasehold improvements		—			649

Long-term marketable investment securities		—			1,248
Other assets		—			210

Total assets	$	1,237		$	91,651

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	—		$	197
Accrued liabilities		74			2,082

Total current liabilities		74			2,279

Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; no shares issued and outstanding		—			—
Common stock, $0.01 par value, authorized 60,000 shares; issued and outstanding 34,479 shares at June 30, 2013; issued and outstanding 26,794 shares at June 30, 2012		345			268
Additional paid-in capital		129,307			205,968
Accumulated other comprehensive income		—			4
Accumulated deficit		(128,489	)		(116,868	)

Total stockholders’ equity		1,163			89,372

Total liabilities and stockholders’ equity	$	1,237		$	91,651

~~Impairment~~See ofaccompanying ~~Long-Lived~~notes ~~Assets~~to financial statements.

~~We assess the impairment of long~~F-lived assets when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant negative industry or economic trends, and significant changes or planned changes in our use of the assets. We measure the recoverability of assets that will continue to be used in our operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The impairment is measured by comparing the difference between the asset grouping’s carrying value and its fair value. Fair value is the price 4

28MYREXIS, INC.

~~Table~~Statements of ~~Contents~~Operations and Comprehensive Loss

~~that~~Years would be received from selling an asset in an orderly transaction between market participants at the measurement date. Long-lived assets such as intangible assets and property, plant and equipment are considered non-financial assets, and are recorded at fair value only when an impairment charge is recognized. We recorded impairment charges for the years ended June 30, ~~2012~~2013, 2012 and 2011 ~~of $0.3 million and $1.1 million, respectively. These charges are reflected in the statement of operations in general and administrative expenses.~~

We(In ~~have evaluated our equipment and management has committed to a plan to sell our laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30~~thousands, ~~2012~~except ~~totaled~~per ~~$1.0~~share ~~million. Equipment held for sale is no longer~~amounts) ~~subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. We expect to sell these assets by the end of calendar year 2012.~~

Results of Operations

	2013			2012			2011
Research revenue	$	—		$	—		$	185

Total revenue		—			—			185

Costs and expenses:
Research and development expense		465			14,230			22,296
General and administrative expense		11,526			17,571			18,339

Total costs and expenses		11,991			31,801			40,635

Operating loss		(11,991	)		(31,801	)		(40,450	)

Other income, net		370			592			1,742

Net loss		(11,621	)		(31,209	)		(38,708	)
Other comprehensive loss:
Change in unrealized gains (losses) on marketable investment securities		(4	)		(43	)		22
Comprehensive loss	$	(11,625	)	$	(31,252	)	$	(38,686	)
Loss per basic and diluted share	$	(0.39	)	$	(1.18	)	$	(1.52	)
Weighted-average shares used to compute net loss per basic and diluted share		29,508			26,387			25,513

~~Years~~See ~~ended~~accompanying ~~June 30,~~notes ~~2012~~to ~~and~~financial ~~2011~~ statements.

~~Research revenue is comprised of research services related to short~~F-term research agreements. Research revenue for the fiscal year ended June 30, 2012 was $0 compared to $185,000 in the prior year. The decrease in research revenue was primarily attributable to stopping all contract research services activity in March 2011 as a result of a corporate reorganization. 5

~~Research and development expenses are comprised primarily of salaries and related personnel costs~~MYREXIS, ~~laboratory supplies, equipments costs, and costs associated with our clinical trials~~INC. ~~Research and development expenses for the fiscal year ended June 30, 2012 were $14.2 million compared to $22.3 million in 2011. This 36% decrease was primarily due to:~~

•Statements ~~decreased internal preclinical developments costs~~ of ~~approximately~~Stockholders’ ~~$7.6 million resulting from a reduction in headcount;~~Equity

•Years ~~increased~~ended ~~external~~June 30, ~~drug candidate costs associated with our Nampt and Hsp90 drug candidates of $1.9 million~~2013, ~~partially offset by decreased costs of $1.1 million associated with the development of other drug candidates~~ 2012 and ~~the~~2011 ~~timing of the trial initiations and completions; and~~

•(In ~~decreased~~thousands) ~~external research collaboration costs of $0.7 million associated with a reduction in headcount.~~

We expect to see reduced research and development costs as a result of the decision to suspend further activities for all preclinical and clinical programs.

	Common Stock				Additional Paid-In			Accumulated			Unrealized Gain on Available-for- sale			Total Stockholders’
	Shares		Amount		Capital			Deficit			securities			Equity
Balance at June 30, 2010		25,214	$	252	$	196,532		$	(46,951	)	$	25		$	149,858
Net loss		—		—		—			(38,708	)		—			(38,708	)
Change in unrealized gains on marketable investment securities		—		—		—			—			22			22
Issuance of common stock for cash upon exercise of options and employee stock purchase plan		839		9		1,937			—			—			1,946
Share-based payment expense		—		—		4,832			—			—			4,832

Balance at June 30, 2011		26,053		261		203,301			(85,659	)		47			117,950
Net loss		—		—		—			(31,209	)		—			(31,209	)
Change in unrealized gains on marketable investment securities		—		—		—			—			(43	)		(43	)
Issuance of common stock for cash upon exercise of options and employee stock purchase plan		741		7		1,160			—			—			1,167
Share-based payment expense		—		—		1,507			—			—			1,507

Balance at June 30, 2012		26,794		268		205,968			(116,868	)		4			89,372
Net loss		—		—		—			(11,621	)		—			(11,621	)
Change in unrealized gains on marketable investment securities		—		—		—			—			(4	)		(4	)
Issuance of common stock for cash		7,000		70		180			—			—			250
Issuance of common stock for cash upon exercise of options and employee stock purchase plan		685		7		1,375			—			—			1,382
Special cash distribution		—		—		(78,581	)		—			—			(78,581	)
Share-based payment expense		—		—		365			—			—			365

Balance at June 30, 2013		34,479	$	345	$	129,307		$	(128,489	)	$	—		$	1,163

~~General~~See ~~and~~accompanying ~~administrative~~notes expenses consist primarily of salaries and related personnel costs for business development, executive, legal, finance and accounting, information technology, human resources, and allocated facilities expenses. General and administrative expenses for the fiscal year ended June 30, 2012 were $17.6 million, compared to ~~$18.3 million~~financial ~~in 2011~~statements. The decrease in general and administrative expenses of 4% was due primarily to a decrease in the loss on impairment of assets from $1.1 million to $0.3 million, share-based compensation and depreciation expense, partially offset by increased severance and professional fees during the year ended June 30, 2012. We recognized $2.5 million in severance expenses recorded in general and administrative for the year ended June 30, 2012 in connection with executive management changes, the November 2011 corporate reorganization and the March 2012 resource alignment. We recognized $0.5 million in severance expenses recorded in general and administrative for the year ended June 30, 2011. We expect our general and administrative expenses to decrease as a result of these changes.

~~Other income (expense) for the fiscal year ended June 30, 2012 was $0.~~F-6 million compared to $1.7 million for the fiscal year ended June 30, 2011. Other income for the year ended June 30, 2012, reflects interest income and realized gains on our marketable securities and a gain on sale of assets of $0.3 million. Other income for the

29MYREXIS, INC.

~~Table~~Statements of ~~Contents~~Cash Flows

~~year~~Years ended June 30, ~~2011~~2013, ~~reflects interest income~~ 2012 and ~~realized gains on our marketable securities. Other income for the year ended June 30,~~ 2011, ~~includes a $1.2 million one-time grant received in November 2010 as a part of the qualifying therapeutic discovery project under section 48D of the Internal Revenue Code.~~

~~Years~~(In ~~ended~~thousands) ~~June 30, 2011 and 2010~~

Research revenue for the fiscal year ended June 30, 2011 was $185,000 compared to $90,000 in 2010. The 105% increase in research revenue was primarily attributable to increased research services related to short-term research agreements that were completed during the 2011 fiscal year. As a result of the March 2011 corporate reorganization, we have stopped all contract research services activity going forward.

	2013			2012			2011
Cash flows from operating activities:
Net loss	$	(11,621	)	$	(31,209	)	$	(38,708	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		387			1,282			1,661
Loss on impairment of assets		20			281			1,112
Share-based compensation expense		365			1,507			4,832
Gain on sale of marketable investment securities		(1	)		(3	)		(5	)
Gain on sale of assets		(292	)		(266	)		—
Changes in operating assets and liabilities:
Prepaid expenses		67			1,669			(1,414	)
Other assets		308			(4	)		—
Accounts payable		(197	)		(1,013	)		(711	)
Accrued liabilities		(2,008	)		(18	)		(222	)

Net cash used in operating activities		(12,972	)		(27,774	)		(33,455	)

Cash flows from investing activities:
Capital expenditures for equipment and leasehold improvements		—			(55	)		(93	)
Proceeds from sale of assets		1,509			450			—
Purchase of marketable investment securities		(181,368	)		(232,439	)		(142,428	)
Proceeds from sale of marketable investment securities		8,433			82,500			29,099
Proceeds from maturity of marketable investment securities		242,775			176,669			128,209

Net cash provided by investing activities		71,349			27,125			14,787

Cash flows from financing activities:
Net proceeds from issuance of common stock		250			—			—
Net proceeds from common stock issued under share-based compensation plans		1,382			1,167			1,946
Net payment of special cash distribution		(78,581	)		—			—

Net cash (used in) provided by financing activities		(76,949	)		1,167			1,946

Net (decrease) increase in cash and cash equivalents		(18,572	)		518			(16,722	)
Cash and cash equivalents at beginning of year		19,707			19,189			35,911

Cash and cash equivalents at end of year	$	1,135		$	19,707		$	19,189

Supplemental cash flow information:
Fair value adjustment on marketable investment securities recorded to stockholders’ equity		4			43			22

~~Research~~See ~~and~~accompanying ~~development~~notes ~~expenses for the fiscal year ended June 30, 2011 were $22.3 million compared~~ to ~~$28.2~~financial ~~million in 2010~~statements. ~~This 21% decrease was primarily due to:~~

~~• decreased internal preclinical developments costs of approximately $0.~~F-7 ~~million resulting from a reduction in headcount;~~

~~• decreased external drug candidate costs associated with our HIV drug candidate of $1.9 million~~MYREXIS, ~~decreased costs of $1~~INC.6 million associated with the development of Azixa and the timing of the Phase 2b trial initiation, and decreased costs of $1.4 million associated with MPC-3100 due to the completion of current studies; and

•Notes ~~decreased~~to ~~external~~Financial ~~research~~Statements ~~collaboration costs of $0.4 million associated with a reduction in headcount.~~

~~General and administrative expenses for the fiscal year ended~~ June 30, ~~2011 were $17.2 million~~2013, compared to $20.0 million in 2010. The decrease in general and administrative expenses of 14% was due primarily to a decrease in expenses as a result of a reduction in headcount in June 2010. We incurred $3.1 million in external acquisition expenses in connection with the proposed merger with Javelin Pharmaceuticals2012, Inc. that was terminated in April 2010. These expenses were offset by $1.5 million in stipulated expenses reimbursed by Javelin plus a termination fee of $2.9 million. These reimbursed expenses are presented in the financials for the year ended June 30, 2010, as an offset to total general and ~~administrative~~2011 ~~costs.~~

~~Other income~~ (~~expense~~1) ~~for~~Organization the fiscal year ended June 30, 2011 was $1.7 million compared to $1.2 million for the fiscal year ended June 30, 2010. Other income in the year ended June 30, 2011 includes a one-time $1.2 million grant received in November 2010 as a part of the qualifying therapeutic discovery project under section 48D of the Internal Revenue Code and ~~interest~~Summary ~~income and realized gains on our marketable securities. Other income for the same period in 2010 reflects interest income and realized gains on our marketable securities, offset by a loss on disposal~~ of ~~assets~~Significant ofAccounting ~~$0.2 million.~~ Policies

~~Liquidity and~~(a) ~~Capital~~Organization ~~Resources~~and Business Description

~~Net~~Prior ~~cash~~to ~~used~~February in2012, ~~operating~~Myrexis, Inc. ~~activities~~(“Myrexis” or the “Company”) was ~~$27.8~~a ~~million~~biopharmaceutical ~~during~~company ~~the~~that ~~fiscal~~generated ~~year~~a ~~ended~~pipeline ~~June 30,~~of differentiated ~~2012~~drug ~~compared~~candidates toin ~~$33.5~~oncology ~~million~~and ~~used~~autoimmune bydiseases. ~~operating~~In ~~activities~~February ~~during~~2012, the ~~prior~~Company ~~fiscal~~announced ~~year.~~that ~~The~~it ~~change~~had insuspended ~~cash~~development activity ~~flow~~on ~~from~~all ~~operating~~of ~~activity~~its ~~can~~preclinical beand ~~attributed~~clinical ~~primarily~~programs toand ~~the~~retained ~~higher~~Stifel ~~net~~Nicolaus ~~loss~~Weisel, inan ~~fiscal~~investment ~~2011~~banking ~~offset~~firm, to assist in ~~part~~reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. Thereafter, byin ~~higher~~March ~~non-cash~~2012, ~~charges~~the ~~associated~~Company ~~with~~initiated ~~share-based~~an ~~compensation~~alignment ~~recorded~~of its resources involving a phased reduction in ~~fiscal~~its ~~2011.~~workforce from approximately 59 employees to 1 employee as of June 30, 2013.

~~Our~~Based ~~investing~~on ~~activities~~the ~~provided~~Company’s evaluation ~~$27.1~~of ~~million~~strategic inalternatives, ~~cash during~~it ~~the~~determined ~~fiscal~~to ~~year~~pursue ~~ended~~the ~~June 30,~~acquisition ~~2012~~of ~~compared~~one toor ~~$14.8~~more ~~million~~commercial-stage ~~during~~biopharmaceutical assets, with the ~~prior~~goal ~~fiscal~~of ~~year.~~building ~~The~~a ~~change~~commercial-stage isbiopharmaceutical ~~primarily~~company ~~due~~by tooptimizing ~~the~~their ~~maturities~~performance and ~~selling~~profitability. Integral ofto ~~our~~these ~~marketable~~efforts, ~~investment~~on ~~securities.~~May 11, ~~In addition~~2012, wethe ~~received~~Company ~~$0.5~~announced ~~million~~a change in ~~proceeds~~ ~~from~~management, including the ~~sale~~appointment of ~~assets~~Richard B. ~~during~~Brewer ~~the~~as ~~year~~President ~~ended~~and ~~June 30,~~Chief ~~2012~~Executive Officer and David W. WeGryska ~~anticipate~~as ~~our~~Chief ~~investment~~Operating inOfficer. ~~additional~~In ~~equipment~~addition, both Mr. Brewer and ~~leasehold~~Mr. Gryska ~~improvements~~were ~~will~~appointed beas ~~minimal~~members inof the ~~future.~~Board of Directors.

~~Approximately~~On ~~$1.2~~August 15, ~~million~~2012, inthe Company ~~cash~~announced ~~was~~the ~~provided~~death byof ~~financing~~Richard B. ~~activities~~Brewer, ~~during~~its ~~fiscal~~President ~~2012,~~and ~~compared~~Chief toExecutive $1Officer.9 ~~million~~The ~~during~~Board ~~the~~of ~~prior fiscal~~Directors ~~year~~appointed David W. ~~Financing~~Gryska ~~activities~~as inthe ~~fiscal~~Acting ~~2012~~President and ~~2011~~Chief ~~were~~Executive ~~comprised~~Officer ~~primarily~~while ofconsidering ~~cash~~succession ~~proceeds~~plans ~~from~~and proceeded to further evaluate the ~~exercise~~Company’s strategic direction in light of ~~stock~~this ~~awards.~~development and the Company’s progress to date in identifying attractive biopharmaceutical assets.

30On November 9, 2012, the Board of Directors concluded that it appeared unlikely that a strategic transaction at a valuation materially in excess of the Company’s estimated liquidation value would be achieved in the near term. Based on these and other factors, the Board of Directors concluded that a statutory dissolution and liquidation was in the best interests of the Company and its stockholders and therefore unanimously adopted a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”), subject to stockholder approval.

~~Table~~On December 14, 2012, the Company filed proxy materials with the Securities and Exchange Commission (“SEC”) for a special meeting of ~~Contents~~stockholders on January 23, 2013, to consider and vote upon the Plan of Dissolution (the “Special Meeting”).

AsOn ofDecember ~~June 30~~21, 2012, we ~~had~~announced that ~~$89~~we entered into a settlement agreement (the “Settlement Agreement”) that settled fully and finally a lawsuit (the “Litigation”) brought by the Alzheimer’s Institute of America, Inc.6 ~~million~~(“AIA”) inagainst ~~cash~~Myriad Genetics, Inc. ~~cash~~(“Myriad ~~equivalents~~Genetics” or “MGI”) and ~~marketable~~its wholly owned subsidiary, Myriad Therapeutics, Inc. (formerly ~~securities~~known as Myriad Pharmaceuticals, aInc.) ~~decrease~~(referred ofto ~~$26~~hereinafter together with Myriad Genetics as “Myriad”), and the Mayo Clinic Jacksonville and Mayo Foundation for Medical Education and Research (referred to hereinafter together as “Mayo”).3 Specifically, ~~million~~AIA ~~from~~asserted ~~$115~~that Myriad and Mayo infringed certain patents allegedly owned by AIA in connection with Myriad’s research and development of its failed Alzheimer’s drug candidate Flurizan (hereinafter referred to as the “Litigation”).9 Myrexis, ~~million~~Myriad, Mayo and AIA are hereinafter referred to collectively as ofthe “Parties”. As previously disclosed, pursuant to our Separation and Distribution Agreement with Myriad Genetics, dated June 30, ~~2011.~~2009, ~~Notwithstanding~~at the ~~factors~~time ~~listed~~of ~~below~~Myrexis’ separation from Myriad Genetics, weMyrexis ~~believe~~assumed ~~our~~liability ~~cash~~for certain pending or threatened legal matters related to its business, ~~cash~~and ~~equivalents~~is obligated to indemnify Myriad Genetics for any liability arising out of such matters, including any costs and ~~marketable~~expenses ~~securities~~of ~~are~~litigating such ~~sufficient~~matters, including payment of attorneys’ fees incurred to defend against claims. Accordingly, pursuant to the terms of the Settlement Agreement, in consideration of AIA’s release of claims against and covenant not to sue the other Parties for atmatters ~~least~~related to the ~~next~~Litigation, 12Myrexis ~~months.~~agreed ~~Our~~to (1) pay AIA approximately $1,525,000, and (2) transfer to AIA all program ~~future~~rights ~~capital~~and ~~requirements~~assets associated with Myrexis’ Hsp90 inhibitor program, ~~cash~~cancer ~~flows~~metabolism inhibitor program, and ~~results~~small ofmolecule anti-interferon ~~operations~~(IKK€/TBK1) ~~could~~inhibitor beprogram ~~affected~~(the by“Program Assets Transfer”). AIA assumed Myrexis’ liabilities under the program contracts being transferred to AIA and ~~will~~all ~~depend~~liabilities onfor ~~many~~the ~~factors~~further ~~that~~conduct ~~are~~of ~~currently~~the ~~unknown~~programs, subject, in each case, to uscertain exclusions, including: liabilities accruing or arising from events occurring prior to the Program Assets Transfer. The Settlement Agreement also includes a release of claims against AIA by each of Myrexis, Myriad and Mayo. Simultaneously with the delivery of the settlement payment to AIA by Myrexis on December 21, 2012, the Parties filed a stipulation of dismissal of the Litigation.

~~• the outcome of our review and evaluation of strategic alternatives;~~F-8

•On ~~changes~~December 21, in2012, David ~~our~~W. ~~business~~Gryska ~~strategy;~~informed Myrexis of his resignation as Acting President and Chief Executive Officer, Chief Operating Officer and member of the Board of Directors, effective December 24, 2012.

•On ~~regulatory~~January ~~developments~~22, or2013, ~~enforcement~~the Board unanimously determined to cancel the Special Meeting. The Board of Directors decided, after extensive and careful consideration of strategic alternatives, to abandon the proposed Plan of Dissolution and instead, the Board of Directors declared a special cash distribution to shareholders of record at the close of business on February 4, 2013 in the ~~United~~amount ~~States~~of $2.86 per share. The cash distribution of $78.6 million was paid on February 15, 2013, and ~~foreign~~the ~~countries;~~Company’s common stock began trading ex-dividend on Tuesday, February 19, 2013.

•On ~~developments~~January or22, ~~disputes~~2013, ~~concerning~~The ~~patents~~Board of orDirectors ~~other~~also ~~proprietary~~appointed ~~rights;~~Jonathan M. Couchman as a Class II director of the Company and as its President and Chief Executive Officer. Mr. Couchman is also Chairman of the Board, Chief Executive Officer and Chief Financial Officer of Xstelos Holdings, Inc. (see Note 12 – Related Parties). Subsequent to Mr. Couchman’s appointment to the Board of Directors, the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned.

•On ~~changes~~February in13, ~~estimates~~2013, orSteven Scheiwe ~~recommendations~~and byMichael ~~securities~~Pearce ~~analysts,~~were ifappointed ~~any~~to ~~cover~~the ~~our~~Board ~~common~~of ~~stock;~~Directors.

•On ~~the~~February ~~ability~~28, ~~to partner~~2013, ~~sell~~Andrea Kendell’s oremployment ~~out-license~~as ~~rights~~CFO toterminated ~~our~~voluntarily ~~programs~~and on ~~favorable~~March ~~terms;~~1, 2013, Mr. Couchman was appointed CFO of Myrexis.

•(b) ~~failure~~Use ~~to secure adequate capital to fund our operations if and when needed, or the issuance~~ of ~~equity securities at prices below the current market price;~~Estimates

•The ~~litigation;~~preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires Myrexis management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include or have included assessment of impairment of long-lived assets, deferred tax valuation allowances, the carrying amount of certain accrued liabilities and share-based compensation. Actual results could differ from those estimates presented herein.

•(c) ~~future~~Cash ~~sales~~and ofCash ~~our common stock;~~Equivalents

•The ~~general~~Company considers all cash on deposit, money market ~~conditions;~~accounts, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents in bank deposit and other investment accounts which, at times, may exceed federally insured limits.

•(d) ~~economic~~Loss ~~and~~Per ~~other external factors or other disasters or crises;~~Share

•The ~~period~~loss per basic and diluted share is calculated by dividing net loss by the weighted-~~to-period~~average ~~fluctuations~~number inof ~~our~~shares ~~financial~~outstanding ~~results;~~during ~~and~~the reported period.

•As ~~overall~~of ~~fluctuations~~June 30, 2013, there were outstanding potential common equivalent shares of 2,200,589 compared to 2,648,774 and 2,613,945, as of the same periods in 2012 Uand 2011 which were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.S. These ~~equity~~potential ~~markets~~dilutive common equivalent shares may be dilutive to basic earnings per share in future periods.

ToThe ~~the~~calculation ~~extent~~of ~~our capital resources are insufficient to meet our future capital requirements, we will need to finance our future cash needs through public or private equity offerings, collaboration~~diluted ~~agreements,~~loss ~~debt~~per ~~financings~~share oris ~~licensing arrangements. However,~~ the ~~credit~~same ~~markets~~as ~~and~~ the ~~financial~~basic ~~services~~loss ~~industry~~per ~~have~~share ~~recently~~in been experiencing a period of unprecedented turmoil and upheaval that have made equity and debt financing more difficult to obtain. Additional funding may not be available to us on acceptable terms or at all. Inyears ~~addition,~~since the ~~terms~~inclusion of any ~~financing~~potentially ~~may~~dilutive ~~adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds~~securities bywould ~~issuing equity securities or by selling convertible debt securities, further dilution to our existing stockholders may result. If we raise funds through licensing arrangements, we may~~ be ~~required to relinquish rights to our technologies or drug candidates, or grant licenses on terms that are not favorable to us~~anti-dilutive.

We(e) ~~may~~Fair ~~elect~~Value to raise additional funds even before we need them if the conditions for raising capital are favorable. We have an effective universal shelf registration statement on Form S-3 pursuant to which we have up to $80 million of securities available for issuance. Disclosure

~~Off-Balance~~At ~~Sheet~~June 30, ~~Arrangements~~2013 and 2012, the carrying value of the Company’s accounts payable and accrued liabilities approximates fair value, principally because of the short term nature of these liabilities.

~~None.~~(f) Revenue Recognition

~~Contractual~~Research ~~Obligations~~revenue is comprised of research services related to short-term research agreements. Research revenue reflects revenues earned utilizing the Company’s prior expertise to identify and characterize protein-protein interactions. In connection with the Company’s March 2011 corporate reorganization, it stopped all contract research services activity.

~~The~~(g) ~~following~~Research ~~table~~and ~~represents~~Development ~~our contractual obligations as of June 30, 2012 (in thousands):~~ Expenses

	Total		Less thanone year		1-3 Years		4-5 Years		More than5 years
Lease Obligations	$	2,104	$	2,104	$	—	$	—	$	—
Total	$	2,104	$	2,104	$	—	$	—	$	—

Research and development expenses consist primarily of costs associated with the clinical trials of the Company’s product candidates, development materials, compensation and related benefits for research and development personnel, costs for consultants, and various overhead costs. Research and development costs are expensed as incurred. In February 2012, the Company suspended activity on all of its preclinical and clinical programs.

31 F-9

~~Table~~(h) ofEquipment ~~Contents~~Held for Sale

~~The~~In ~~table~~conjunction ~~above~~with ~~only~~the ~~includes~~suspension of ~~payment~~all ~~obligations~~development ~~that~~activities ~~are~~in ~~fixed~~2012, orthe ~~determinable~~Company evaluated its equipment and management committed to a plan to sell the Company’s laboratory equipment. ~~The~~Equipment ~~table~~categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $1.0 ~~excludes~~million. ~~potential~~Equipment ~~milestone~~held ~~payments~~for wesale ~~may~~is ~~have~~no ~~been~~longer ~~required~~subject to ~~pay~~depreciation, ~~under~~and is recorded at the ~~now~~lower ~~terminated~~of ~~EpiCept~~depreciated ~~license~~carrying ~~agreement~~value or infair ~~the~~market ~~aggregate~~value ofless upcosts to ~~$23 million~~sell. All such equipment had been sold as of June 30, 2013.

~~Effects~~(i) ofEquipment ~~Inflation~~and Leasehold Improvements

WeEquipment doand ~~not~~leasehold ~~believe~~improvements are ~~that~~stated ~~inflation~~at ~~has~~cost. Depreciation and amortization are computed using the straight-line method based on the lesser of estimated useful lives of the related assets or lease terms. Equipment items had adepreciable ~~material~~lives of five years. Leasehold improvements ~~impact~~were onbeing ~~our~~depreciated ~~business~~over the shorter of the estimated useful lives or the associated lease terms, ~~revenues~~which ranged from three to fifteen years. For the years ended June 30, or2013, ~~operating~~2012, ~~results~~and ~~during~~2011, the ~~periods~~Company ~~presented~~recorded depreciation expense of $0.4 million, $1.3 million, and $1.7 million, respectively. As of June 30, 2013, the Company had sold all its equipment and the leasehold improvements had been completely amortized as a result of the termination of the related lease.

~~Item~~(j) Impairment ~~7A.~~of ~~QUANTITATIVE~~Long-Lived ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Assets

WeLong-lived ~~maintain~~assets aare ~~portfolio~~reviewed for ofimpairment ~~cash,~~whenever ~~cash~~events ~~equivalents~~or ~~and~~changes ~~short~~in ~~term~~circumstances ~~and~~indicate ~~long~~that ~~term~~the ~~marketable~~carrying ~~securities~~amount ~~which~~of ~~are~~an ~~subject~~asset tomay ~~interest~~not ~~rate~~be ~~risk~~recoverable. Recoverability ~~Our~~of ~~investments~~assets ~~consist~~to ~~primarily~~be held and used is measured by a comparison of ~~highly~~the ~~liquid~~carrying ~~securities~~ amount of ~~various~~an ~~types~~asset ~~and~~to ~~maturities~~future ofnet ~~two~~cash flows ~~years~~expected orto ~~less,~~be ~~with~~generated aby ~~maximum~~the ~~average~~asset. ~~maturity~~If the carrying amount of 12an ~~months.~~asset ~~Changes~~exceeds inits ~~interest~~estimated ~~rates~~future ~~affect~~cash ~~the~~flows, ~~fair~~an ~~market~~impairment charge ~~value~~is ofrecognized ~~these~~in ~~marketable~~the ~~investment~~amount ~~securities.~~by ~~After~~which athe ~~review~~carrying amount of ~~our~~the ~~marketable~~asset ~~securities~~exceeds asthe fair value of ~~June 30,~~ ~~2012~~the ~~and~~asset. ~~2011,~~Assets weto ~~have~~be disposed ~~determined,~~of ~~hypothetically,~~are ~~that~~reported inat the ~~event~~lower of athe ~~change~~carrying ofamount ~~100~~or ~~basis~~fair ~~points~~value inless acosts ~~key~~to ~~market~~sell. ~~interest~~For ~~rate~~the years ended June 30, 2013, ~~the~~2012 ~~resulting~~and ~~change~~2011, in$20,000, ~~fair~~$0.3 ~~market~~million ~~value~~and of$1.1 ~~our~~million, ~~marketable~~respectively, ~~investment~~was ~~securities~~recorded ~~would~~for ~~not~~impairment ~~have~~of ~~a material~~assets, ~~effect~~and onis ~~our~~included in ~~financial~~general ~~condition~~and oradministrative onexpenses ~~our~~in ~~financial~~the statements asof ~~a whole~~operations.

~~Item~~(k) 8.Income ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Taxes

The ~~information~~Company ~~required~~recognizes byincome taxes ~~this~~under ~~Item 8~~the isliability ~~included~~method. atThis approach requires the ~~end~~recognition of ~~this~~deferred ~~Annual~~tax ~~Report~~assets onand ~~Form~~liabilities ~~10-K~~for ~~beginning~~the onexpected future ~~page~~tax ~~F-1.~~consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

~~MYREXIS~~The provision for income taxes, including ~~INC~~the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. The Company has provided full valuation allowances against its deferred tax assets. The Company’s filings, including the positions taken therein, are subject to audit by various taxing authorities. While the Company believes it has provided adequately for its income tax liabilities, adverse determinations by these taxing authorities could have a material adverse effect on the consolidated financial condition, results of operations or cash flows.

Index to Financial Statements	Number
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of June 30, 2012 and 2011		F-3
Statements of Operations for the Years Ended June 30, 2012, 2011 and 2010		F-4
Statements of Stockholders’ Equity and Comprehensive Loss for the Years Ended June 30, 2012, 2011 and 2010		F-5
Statements of Cash Flows for the Years Ended June 30, 2012, 2011 and 2010		F-6
Notes to Financial Statements		F-7

(l)

Share-based Compensation

32The Company recognizes compensation expense using a fair-value based method for costs related to stock options and other equity-based compensation. The expense is measured based on the grant date fair value of the awards that are expected to vest, and the expense is recorded over the applicable requisite service period. For time-based stock options and restricted stock, compensation expense is recognized over the vesting period from the vesting commencement date using the straight-line method. In the absence of an observable market price for a share-based award, the fair value is based upon a valuation methodology that takes into consideration various factors, including the exercise price of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price based on peer companies, the expected dividends on the underlying shares and the risk-free interest rate.

~~Table~~(m) ofMarketable ~~Contents~~Investment Securities

~~Item~~The 9Company has classified its marketable investment securities as available-for-sale. ~~CHANGES~~These INsecurities ~~AND~~are ~~DISAGREEMENTS~~carried ~~WITH~~at ~~ACCOUNTANTS~~estimated ONfair ~~ACCOUNTING~~value ~~AND~~with ~~FINANCIAL~~unrealized holding ~~DISCLOSURE~~gains and losses, net of any related tax effect, included in accumulated other comprehensive income in stockholders’ equity until realized. Gains and losses on investment security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned.

~~Not applicable.~~ F-10

~~Item~~A 9Adecline in the market value of any available-for-sale security below cost that is deemed other than temporary results in a charge to earnings and establishes a new cost basis for the security. ~~CONTROLS~~Losses ~~AND~~are ~~PROCEDURES~~charged against “Other income (expense)” when a decline in fair value is determined to be other than temporary. The Company reviews several factors to determine whether a loss is other than temporary. These factors include but are not limited to: (i) the extent to which the fair value is less than cost and the cause for the fair value decline, (ii) the financial condition and near term prospects of the issuer or declines in credit risk, (iii) the length of time a security is in an unrealized loss position and (iv) the Company more likely than not, holding securities for a period of time sufficient to allow for any anticipated recovery in fair value. The Company recognized no impairments on available-for-sale securities for the years ended June 30, 2013, 2012 and 2011.

1.(n) ~~Disclosure Controls~~Segment and ~~Procedures~~Related Information

WeThe ~~maintain~~Company ~~disclosure~~operates controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed by us in ~~the reports we file or submit under the Exchange Act,~~one ~~such~~reportable asbusiness ~~this Annual Report on Form 10-K~~segment, ispharmaceutical ~~recorded,~~development ~~processed, summarized~~ and ~~reported~~related ~~within~~research ~~the time periods specified in the Securities and Exchange Commission’s rules and forms~~activities. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Our~~The ~~acting~~Company’s ~~Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our Disclosure Controls as of the~~revenues ~~end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our Disclosure Controls~~ were ~~effective~~derived tofrom ~~ensure~~research ~~that~~performed ~~information required to be disclosed by us~~ in the ~~reports~~United ~~that~~States. ~~we file or submit under the Exchange Act is recorded~~Additionally, ~~processed,~~all ~~summarized~~of ~~and reported, within~~ the ~~time periods specified in the SEC~~Company’s ~~rules~~long-lived ~~and~~assets ~~forms,~~are ~~and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial~~located ~~Officer,~~in orthe ~~persons~~United ~~performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~States.

(2.) ~~Internal Control~~Marketable ~~Over~~Investment ~~Financial Reporting~~ Securities

~~(a)~~The ~~Management’s~~amortized ~~Annual~~cost, ~~Report~~gross onunrealized holding ~~Internal~~gains, ~~Control~~gross ~~over~~unrealized ~~Financial~~holding ~~Reporting~~losses, and fair value of available-for-sale securities by major security type and class of security at June 30, 2013 and 2012 were as follows (in thousands):

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that:

	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
June 30, 2013:
Cash and cash equivalents:
Money market funds	$	844	$	—	$	—	$	844

Certificate of deposit		75		—		—		75

Total	$	919	$	—	$	—	$	919

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Estimated fair value
June 30, 2012:
Available-for-sale:
Money market funds	$	19,707	$	—	$	—	$	19,707
Corporate bonds and notes		53,989		2		—		53,991
Federal agency issues		15,679		2		—		15,681

Total	$	89,375	$	4	$	—	$	89,379

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; andF-11

•Cash ~~provide~~and ~~reasonable~~cash ~~assurance~~equivalents ~~regarding~~of $1.1 ~~prevention~~million orat ~~timely~~June 30, ~~detection~~2013 consist of ~~unauthorized~~cash ~~acquisition,~~of ~~use~~$0.3 ormillion ~~disposition~~and money market funds of $0.8 million. In addition, the ~~company’s~~Company holds ~~assets~~$75,000 restricted cash at June 30, 2013 in an 18-month certificate of deposit as collateral for a corporate purchasing card program that ~~could~~matures ~~have~~in July 2013.This amount is included in short-term marketable investment securities on the balance sheet as of June 30, 2013. Cash and cash equivalents of $19.7 million at June 30, 2012 consist of cash and money market funds. In addition, the Company held $200,000 restricted cash in an 18-month certificate of deposit as collateral for a ~~material~~corporate ~~effect~~purchasing card program and $48,000 in a restricted cash account as collateral for office equipment. These amounts were included in long-term marketable investment securities on the ~~financial~~balance ~~statements~~sheet as of June 30, 2012.

Because of those inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2012. In making their assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (~~COSO~~3) inFair ~~Internal~~Value ~~Control—Integrated Framework. Based on our assessment, management believes that, as of June 30, 2012, our internal control over financial reporting is effective based on those criteria.~~ Measurements

~~Our~~The ~~independent~~fair ~~registered~~value ~~public~~of ~~accounting~~the ~~firm~~Company’s financial ~~has~~instruments ~~issued~~reflects ~~its~~the amounts that the Company estimates to receive in connection with the sale of an asset or paid ~~report~~in onconnection with the ~~effectiveness~~transfer of ~~our~~a ~~internal~~liability ~~control~~in ~~over~~an ~~financial~~orderly ~~reporting.~~transaction ~~This~~between ~~report~~market ~~appears~~participants ~~below~~at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:

33Level 1—quoted prices in active markets for identical assets and liabilities.

~~Table~~Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of ~~Contents~~the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities.

~~(b)~~Level ~~Attestation~~3—unobservable ~~Report of the Registered Public Accounting Firm~~ inputs.

~~Report~~The majority of ~~Independent~~the ~~Registered~~Company’s financial ~~Public~~instruments ~~Accounting~~are ~~Firm~~valued using quoted prices in active markets or based on other observable inputs. The following table sets forth the fair value of the Company’s financial assets that the Company re-measured:

The Board of Directors and Stockholders

(In thousands)	Level 1		Level 2		Level 3		Total
June 30, 2013
Money market funds	$	844	$	—	$	—	$	844
Certificate of deposit		—		75		—		75
Total	$	844	$	75	$	—	$	919

Myrexis, Inc.

	Level 1		Level 2		Level 3		Total
June 30, 2012
Money market funds	$	19,707	$	—	$	—	$	19,707
Corporate bonds and notes		—		53,991		—		53,991
Federal agency issues		—		15,681		—		15,681
Total	$	19,707	$	69,671	$	—	$	89,379

WeAs ~~have audited Myrexis, Inc.’s internal control over financial reporting as~~ of June 30, 2013 and 2012, ~~based on criteria established in Internal Control—Integrated Framework issued by~~ the ~~Committee~~Company ofhas ~~Sponsoring~~no ~~Organizations~~investments ofwhich ~~the~~were ~~Treadway~~measured ~~Commission~~using unobservable (~~the~~Level ~~COSO criteria~~3). ~~Myrexis, Inc~~inputs.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

WeIn ~~conducted~~conjunction ~~our~~with ~~audit~~the insuspension ~~accordance~~of ~~with~~all ~~the~~development ~~standards~~activities ofin 2012, the ~~Public~~ Company ~~Accounting~~has ~~Oversight~~evaluated ~~Board~~its ~~(United~~equipment ~~States).~~and ~~Those~~management ~~standards~~committed ~~require~~to ~~that~~a we plan ~~and~~to ~~perform~~sell the ~~audit~~Company’s laboratory toequipment. ~~obtain~~Equipment ~~reasonable~~categorized ~~assurance~~as ~~about~~equipment ~~whether~~held ~~effective~~for ~~internal~~sale ~~control~~on ~~over~~the ~~financial reporting~~balance ~~was~~sheet ~~maintained~~at inJune 30, ~~all~~2012 ~~material~~totaled ~~respects~~$1.0 million. ~~Our~~Equipment ~~audit~~held ~~included~~for ~~obtaining~~sale anis ~~understanding~~no oflonger ~~internal~~subject ~~control~~to ~~over~~depreciation, ~~financial~~and ~~reporting,~~is ~~assessing~~recorded at the ~~risk~~lower ~~that~~of adepreciated ~~material~~carrying ~~weakness~~value or ~~exists,~~fair ~~testing~~market ~~and~~value ~~evaluating~~less ~~the~~costs ~~design~~to ~~and~~sell. ~~operating effectiveness~~The fair value of ~~internal~~the ~~control~~equipment ~~based~~was ondetermined by using broker quotes for similar assets. The Company has classified the ~~assessed~~inputs ~~risk,~~used ~~and~~for ~~performing~~determining ~~such~~the ~~other~~fair ~~procedures~~value asof wethese ~~considered~~assets ~~necessary~~as Level 2 in the ~~circumstances.~~fair Wevalue ~~believe~~hierarchy. As ~~that~~of ~~our~~June ~~audit~~30, ~~provides~~2013, aall ~~reasonable~~such ~~basis~~equipment ~~for~~had ~~our~~been ~~opinion~~sold.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (14) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Leases

~~Because~~The ofCompany ~~its~~entered ~~inherent~~into ~~limitations~~a sublease agreement with Myriad Genetics (“MGI”) effective July 1, ~~internal~~2009, ~~control~~as ~~over~~amended ~~financial~~on ~~reporting~~November 11, ~~may~~2009, ~~not~~and ~~prevent~~February 19, or2010, ~~detect~~that provided for the sublease ~~misstatements~~of certain office and laboratory space. ~~Also~~The sublease for the Company’s facility took effect January 4, ~~projections~~2010 for a period of ~~any~~three ~~evaluation~~years offrom ~~effectiveness~~the tocommencement ~~future~~date ~~periods~~with ~~are~~the ~~subject~~option to extend for an additional four three-year periods. In addition, the Company ~~risk~~entered ~~that~~into ~~controls~~a ~~may~~sublease ~~become~~agreement ~~inadequate~~on ~~because~~June 1, 2012 that provided for the sublease of ~~changes~~certain office space in ~~conditions~~Monterey, CA. orThe ~~that~~sublease ~~the~~for ~~degree~~this office space took effect July 1, 2012 for a period of ~~compliance~~one year from the commencement date with the option ~~policies~~to orextend ~~procedures~~for ~~may~~an additional two one year periods. Rental expense for the years ended June 30, 2013, 2012 and 2011 was ~~deteriorate~~$2.2 million, $3.8 million and $3.8 million, respectively. As of June 30, 2013, the Company had no future minimum lease payments under the aforementioned sublease agreements.

~~In our opinion, Myrexis, Inc. maintained, in all material respects, effective internal control over financial reporting as of June 30, 2012, based on the COSO criteria.~~ F-12

~~We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United States~~5), ~~the~~Share-Based balance sheets of Myrexis, Inc. as of June 30, 2012 and 2011, and the related statements of operations, stockholders’ equity and comprehensive loss, and cash flows for each of the three years in the period ended June 30, 2012, and our report dated September 13, 2012 expressed an unqualified opinion thereon. Compensation

~~/s/~~Myrexis ~~Ernst &~~Share-Based ~~Young~~Compensation ~~LLP~~Plans

~~Salt~~The ~~Lake~~Company adopted two equity ~~City~~incentive plans, ~~Utah~~the Myrexis, Inc. 2009 Employee, Director and Consultant Equity Incentive Plan (the “Equity Incentive Plan”) and the Myrexis, Inc. 2009 Employee Stock Purchase Plan (the “ESPP”). At June 30, 2013, the Company was authorized to issue a total of 8.6 million shares under the plans. The number of shares of common stock reserved for issuance under the Equity Incentive Plan is subject to increase pursuant to an “evergreen” provision, which provides for an annual increase equal to the lesser of 2,400,000 shares, 5% of the Company’s then outstanding shares of common stock, or such other amount as the Board of Directors may determine. The Board of Directors determined not to increase the number of shares reserved under the Equity Incentive Plan as of July 1, 2012. The number of shares of common stock reserved for issuance under the ESPP is subject to increase pursuant to an “evergreen” provision, which provides for an annual increase equal to the lesser of 500,000 shares, 2% of the Company’s then outstanding shares of common stock, or such other amount as the Board of Directors may determine. The Board of Directors determined not to increase the number of shares reserved under the ESPP as of July 1, 2012.

~~September 13~~The Equity Incentive Plan provides for the issuance of common stock based awards, ~~2012~~including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity based awards to the Company’s directors, officers, employees and consultants.

34The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended. Full-time employees of Myrexis who will own less than five percent of Myrexis, Inc’s outstanding shares of common stock will be eligible to contribute a percentage of their base salary, subject to certain limitations, over the course of six-month offering periods for the purchase of shares of common stock. The purchase price for shares of common stock purchased under the ESPP will equal 85 percent of the fair market value of a share of common stock at the beginning or end of the relevant six-month offering period, whichever is lower.

~~Table~~In connection with the separation from MGI and related transactions, each outstanding MGI stock option was converted into an adjusted MGI common stock option, exercisable for the same number of ~~Contents~~shares of common stock as the original MGI option, and a new Myrexis common stock option, exercisable for one-fourth of the number of shares of common stock as the original MGI option. All other terms of the converted options remained the same. However, the vesting and expiration of the converted options is based on the optionholder’s continuing employment with either MGI or Myrexis, as applicable, following the separation. The adjusted exercise price of each converted option was determined in accordance with Section 409A and Section 422 of the Code, as follows:

• The per share exercise price of each such MGI converted option is equal to the product of (ci) ~~Change~~the inper ~~Internal~~share ~~Control~~exercise ~~over~~price ~~Financial~~of ~~Reporting~~the original MGI option multiplied by (ii) a fraction, the numerator of which is the closing MGI’s stock price on the day after the distribution, and the denominator of which is the ex-dividend closing stock price of MGI on the day of the distribution plus one-quarter of the “when-issued” Myrexis stock price on the day of the distribution.

~~There~~• ~~were~~The noper ~~changes~~share inexercise ~~our~~price ~~internal~~of ~~control~~each ~~over~~such ~~financial~~Myrexis ~~reporting,~~converted ~~identified~~option inis ~~connection~~equal ~~with~~to the ~~evaluation~~product of ~~such~~(i) ~~internal control~~the ~~that~~per ~~occurred~~share ~~during~~exercise price of the ~~fourth~~original ~~quarter~~MGI option multiplied by (ii) a fraction, the numerator of ~~our~~which ~~last~~is ~~fiscal~~the ~~year~~closing ~~that~~Myrexis ~~have~~stock ~~materially~~price ~~affected~~on the day after the distribution, orand ~~are~~the ~~reasonably~~denominator ~~likely~~of towhich ~~materially~~is ~~affect,~~the ~~our~~ex-dividend ~~internal~~closing ~~control~~stock ~~over~~price ~~financial~~of ~~reporting.~~MGI on the day of the distribution plus one-quarter of the “when-issued” Myrexis stock price on the day of the distribution.

~~Item~~Accordingly, ~~9B.~~in ~~OTHER~~connection with ~~INFORMATION~~the separation and related transactions, the Company issued stock options to current and former directors, officers, employees and consultants of MGI and Myrexis.

~~Not~~The exercise price of options ~~applicable~~granted during the period ended June 30, 2013, 2012 and 2011 was equivalent to the fair value of the stock on the date of grant. The number of shares, terms, and vesting periods are determined by the Company’s Board of Directors or a committee thereof on an option-by-option basis. Options generally vest ratably over service periods of four years and expire ten years from the date of grant. As of June 30, 2013, 7,713,640 shares were available for future grant under the Equity Incentive Plan and 936,765 shares were available for purchase under the Myrexis ESPP.

35 F-13

~~Table~~The fair value of ~~Contents~~each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants for the fiscal years ended June 30:

PART III

	2013			2012			2011
Risk-free interest rate		0.67	%		0.9	%		1.4	%
Expected dividend yield		0	%		0	%		0	%
Expected lives (in years)		6.0 -7.0			6.0 -7.0			6.0 -7.0
Expected volatility		73	%		77.5	%		75.4	%

~~Item~~Expected ~~10.~~option ~~DIRECTORS,~~lives ~~EXECUTIVE~~and ~~OFFICERS~~volatilities are ~~AND~~based ~~CORPORATE~~on ~~GOVERNANCE~~historical data and other factors.

~~The~~A ~~response~~summary toof ~~this~~option ~~item~~ activity is ~~incorporated~~as by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Code of Conduct and Ethics” in our Proxy Statement for the 2012 Annual Meeting of Stockholders. follows:

Item 11. EXECUTIVE COMPENSATION

	2013					2012					2011
	Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price		Number of shares			Weighted average exercise price
Options outstanding at beginning of year		2,628,009		$	3.30		3,248,984		$	3.42		3,592,227		$	3.28
Options granted		60,000			2.65		1,097,400			2.79		844,060			3.84
Less:
Options exercised		(598,755	)		2.33		(536,985	)		1.63		(562,562	)		2.22
Options canceled or expired		(1,202,894	)		3.43		(1,181,390	)		3.92		(624,741	)		4.26
Options outstanding at end of year		886,360			3.73		2,628,009			3.30		3,248,984			3.42
Options exercisable at end of year		886,360			3.73		1,409,760			3.38		1,542,307			2.76
Options vested and expected to vest		886,360			3.73		2,450,823			3.33		3,086,509			3.38
Weighted average fair value of options granted during the year					1.64					1.84					2.53

The ~~response~~following totable ~~this~~summarizes information ~~item~~about ~~is incorporated by reference from~~ the ~~discussion~~stock ~~responsive~~options ~~thereto~~outstanding under the ~~captions~~Equity ~~“Compensation Discussion~~Incentive ~~and~~Plan ~~Analysis,”~~for ~~“Executive~~both ~~Officer~~Myrexis and ~~Director~~MGI ~~Compensation,”~~employees ~~“Management~~at ~~and Corporate Governance-Committees of the Board of Directors and Meetings~~June 30,~~” “Management and Corporate Governance-Compensation~~ Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Risks Related to Compensation Practices and Policies” in our Proxy Statement for the 2012 Annual Meeting of Stockholders. 2013:

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

		Options outstanding						Options exercisable
Range of exercise prices		Number outstanding at June 30, 2013		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable at June 30, 2013		Weighted average exercise price
$	0.62 - 3.39		178,378		3.57	$	2.09		178,378	$	2.09
	3.56 - 3.56		232,144		5.19		3.56		232,144		3.56
	3.65 - 4.63		185,863		1.81		4.02		185,863		4.02
	4.67 - 4.83		289,975		5.32		4.68		289,975		4.68
			886,360		4.20		3.73		886,360		3.73

The ~~response~~fair-value of each Myrexis stock option issued pursuant to ~~this~~the ~~item~~separation iswas ~~incorporated~~based byon ~~reference~~an ~~from~~allocation of the ~~discussion~~unamortized ~~responsive~~fair-value ~~thereto~~of ~~under~~ the ~~captions~~original ~~“Security~~MGI ~~Ownership~~stock ofoption ~~Certain~~from ~~Beneficial~~which ~~Owners~~it was derived. Myrexis recognizes share-based compensation expense relating to both Myrexis and ~~Management”~~MGI options held by current directors, officers, employees and ~~“Equity~~consultants ~~Compensation~~of ~~Plan~~Myrexis. ~~Information”~~Share-based incompensation ~~our~~expense ~~Proxy~~relating ~~Statement~~to ~~for~~Myrexis options ~~the~~held ~~2012~~by ~~Annual~~current ~~Meeting~~and former directors, officers, employees and consultants of ~~Stockholders.~~MGI will be recognized by MGI.

~~Item~~As ~~13.~~of ~~CERTAIN~~June 30, ~~RELATIONSHIPS~~2013, ~~AND~~unrecognized compensation ~~RELATED~~expense ~~TRANSACTIONS,~~related ~~AND~~to ~~DIRECTOR~~the ~~INDEPENDENCE~~unvested portion of MGI’s stock options granted to Myrexis employees and the unvested portion of Myrexis stock options granted was $0.

The ~~response~~total tointrinsic ~~this~~value ~~item~~of options isexercised ~~incorporated~~during bythe ~~reference~~fiscal ~~from~~year ~~the~~ended ~~discussion~~June 30, ~~responsive~~2013, ~~thereto~~2012 ~~under~~and ~~the~~2011 ~~captions~~was ~~“Certain~~$10,000, ~~Relationships~~$0.7 million and ~~Related~~$1.0 ~~Person~~million, ~~Transactions”~~respectively. The ~~and~~aggregate ~~“Management~~intrinsic ~~and Corporate~~value ~~Governance-Director~~of ~~Independence”~~options inoutstanding ~~our~~was ~~Proxy~~$0 ~~Statement~~and the aggregate intrinsic value for ~~the~~options ~~2012~~fully ~~Annual~~vested ~~Meeting~~was $0 as of ~~Stockholders.~~June 30, 2013.

~~Item~~During 14the year ended June 30, 2013, the Company issued 64,078 restricted stock units under the Equity Incentive Plan at a weighted average fair value of $2.69 ~~PRINCIPAL~~per ~~ACCOUNTANT~~share ~~FEES~~based ~~AND~~on ~~SERVICES~~the fair market stock price on date of grant. As of June 30, 2013, the unrecognized compensation expense related to unvested restricted stock units was $0 as all outstanding restricted stock units not vested were terminated.

~~The~~On ~~response~~May to11, ~~this~~2012, ~~item~~the isCompany issued ~~incorporated~~2,139,230 byrestricted ~~reference~~stock units (1,069,615 units to each of the ~~discussion~~Company’s ~~responsive~~then ~~thereto~~serving inPresident and Chief Executive Officer and its Chief Operating Officer) under the ~~proposal~~Equity ~~entitled~~Incentive ~~“Independent~~Plan ~~Registered~~at ~~Public~~a ~~Accounting~~fair ~~Firm”~~value inof ~~our~~$2.75. ~~Proxy~~The ~~Statement~~restricted ~~for~~stock units issued ~~the~~on May 11, 2012 ~~Annual~~include ~~Meeting~~certain performance conditions as well as market conditions. As of ~~Stockholders~~June 30, 2012, the performance criteria were not probable of being achieved; therefore, no stock-based compensation expense recorded during the year ended June 30, 2012. The units that were issued to the Company’s then serving President and Chief Executive Officer, Richard B. Brewer, expired by their terms upon his death on August 15, 2012. If specific performance conditions are met with respect to the restricted stock units issued to the Company’s Chief Operating Officer, a substantial expense could be incurred. These shares were not vested and cancelled by their terms upon his resignation on December 24, 2012.

36 F-14

~~Table~~Activity ofwith ~~Contents~~respect to outstanding restricted stock units for the fiscal years ended June 30, 2012, 2011 and 2010 is as follows:

PART IV

	Number of shares			Weighted average grant date fair value
Balance at June 30, 2010		144,466		$	4.03
Granted		141,094			3.86
Cancelled		(54,657	)		3.97
Vested		(55,302	)		4.03
Balance at June 30, 2011		175,601			3.91

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

	Number of shares			Weighted average grant date fair value
Balance at June 30, 2011		175,601		$	3.91
Granted		2,192,630			2.75
Cancelled		(114,277	)		3.47
Vested		(72,302	)		3.94
Balance at June 30, 2012		2,181,652			2.77

(a) The following documents are filed as part of this Annual Report on Form 10-K:

	Number of shares			Weighted average grant date fair value
Balance at June 30, 2012		2,181,652		$	2.77
Granted		64,078			2.69
Cancelled		(2,159,508	)		2.76
Vested		(86,222	)		2.93
Balance at June 30, 2013		0			0

~~1. Financial Statements~~ F-15

~~See~~For ~~“Index~~the toyears ~~Financial~~ended June 30, ~~Statements”~~2013, at2012 ~~Item~~and 2011, Myrexis employees purchased 13,085, 131,617 and 221,191 shares, respectively, under the 8Myrexis ESPP. Compensation expenses associated with Myrexis employees participating in the Myrexis ESPP for the years ended June 30, 2013, 2012 and 2011 were approximately $9,000, $206,000, and $360,000, respectively. The fair value of ~~this~~shares ~~Annual~~issued ~~Report~~under onthe ~~Form~~Myrexis ESPP 10was calculated using the Black-K.Scholes option-pricing model with the following weighted-average assumptions for the fiscal years ended June 30:

2. Financial Statement Schedules

	2013			2012			2011
Risk-free interest rate		0.12	%		0.05	%		0.2	%
Expected dividend yield		0	%		0	%		0	%
Expected lives (in years)		0.5			0.5			0.5
Expected volatility		79	%		77	%		75	%

~~The financial statements beginning on page F~~Share-1based ~~are~~compensation ~~filed~~expense recognized asfor ~~part~~Myrexis ofemployees ~~this~~included ~~Annual~~in ~~Report~~the ~~on Form 10-K. Other financial~~ statement ~~schedules~~of ~~have~~operations ~~not~~and ~~been~~comprehensive ~~included~~loss ~~because~~for ~~they are not applicable or~~ the ~~information~~fiscal isyears ~~included~~ended inJune 30, 2013, ~~the~~2012 ~~financial~~and ~~statements~~2011 oris ~~notes~~as ~~thereto.~~follows (in thousands):

3. Exhibits

	2013			2012		2011
Research and development	$	(37	)	$	595	$	2,086
General and administrative		402			912		2,746
Total employee stock-based compensation expense	$	365		$	1,507	$	4,832

~~The~~(6) ~~exhibits~~Income ~~which are filed with or incorporated by reference into this Annual Report on Form 10-K are set forth in the Exhibit Index to this Annual Report on Form 10-K, which is incorporated herein by reference.~~ Taxes

37Income tax expense (benefit) consists of the following:

(In thousands)	Year ended June 30,
	2013			2012			2011
Current:
Federal	$	—		$	—		$	—
State		—			—			—
Total Current		—			—			—
Deferred:
Federal		(4,056	)		(9,991	)		(13,032	)
State		(459	)		(1,606	)		(2,380	)
Change in valuation allowance		4,515			11,597			15,412
Total Deferred		—			—			—
Total income tax expense (benefit)	$	—		$	—		$	—

~~SIGNATURES~~The differences between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations were as follows:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 13, 2012.

	Year ended June 30,
	2013			2012			2011
Federal income tax expense at the statutory rate		(34.0	)%		(34.0	)%		(34.0	)%
State income taxes, net of federal benefit		(3.3	)		(3.3	)		(3.3	)
Research and development credits, net of the federal tax on state credits		(3.0	)		(0.9	)		(5.9	)
Incentive stock option and employee stock purchase plan expense		0.4			0.8			2.3
Uncertain tax positions, net of federal benefit on state positions		0.5			0.3			1.1
Other		0.6			—			—
Change in valuation allowance		38.8			37.1			39.8
		—	%		—	%		—	%

~~MYREXIS, INC. By: /S/ DAVID W. GRYSKA David W. Gryska Acting President and Chief Executive Officer and Chief Operating Officer~~F-16

~~Pursuant~~The tosignificant ~~the~~components ~~requirements~~ of the ~~Securities~~Company’s ~~Exchange~~deferred ~~Act~~tax ofassets ~~1934,~~and ~~this~~liabilities ~~report~~were ~~has~~comprised ~~been~~of ~~signed below by~~ the following ~~persons~~at onJune 30, ~~behalf~~2013 ~~of the Registrant~~ and ~~in the capacities indicated below and on the dates indicated.~~ 2012:

Signatures			Title	Date
(In thousands)	Year ended June 30,
By:	/s/ DAVID W. GRYSKA		Acting President and Chief Executive Officer, Chief Operating Officer and Director (principal executive officer)	September 13, 2012
	2013			2012
	David W. Gryska
Net operating loss carry-forwards	$	48,373		$	40,026
By:	/s/ ANDREA KENDELL		Chief Financial Officer (principal financial and accounting officer)	September 13, 2012
Intangible asset basis difference		—			1,216
	Andrea Kendell
Accrued vacation		—			44
By:	/s/ GERALD P. BELLE		Chairman of the Board	September 13, 2012
Stock compensation expense		990			3,057
	Gerald P. Belle
Research and development credits		3,710			3,364
By:	/s/ ROBERT FORRESTER		Director	September 13, 2012
Property, plant and equipment		—			794
	Robert Forrester
Other, net		84			82
By:	/s/ ROBERT J. LOLLINI		Director	September 13, 2012
Liability for unrecognized tax benefits		(726	)		(666	)
	Robert J. Lollini
Total net deferred tax assets before valuation allowance		52,431			47,917
By:	/s/ JOHN T. HENDERSON		Director	September 13, 2012
Less valuation allowance		(52,431	)		(47,917	)
	John T. Henderson, M.D.
Net deferred tax assets	$	—		$	—
By:	/s/ DENNIS H. LANGER		Director	September 13, 2012
	Dennis H. Langer, M.D., J.D.
By:	/s/ JASON M. ARYEH		Director	September 13, 2012
	Jason M. Aryeh
By:	/s/ TIMOTHY R. FRANSON		Director	September 13, 2012
	Timothy R. Franson, M.D.

38Due to losses incurred, the Company has determined that it is not more likely than not that the Company’s deferred tax assets will be realized. Accordingly, a valuation allowance has been established for the full amount of the Company’s deferred tax assets. The valuation allowance increased $4,515,000, $11,597,000 and $15,412,000 for the years ended June 30, 2013, 2012 and 2011, respectively.

~~Table~~At June 30, 2013 the Company had total federal and state tax net operating loss (“NOL”) carry-forwards of ~~Contents~~approximately $147,177,000, of which $17,491,000 is attributable to excess tax benefits for which no deferred tax asset has been established. If not utilized, the federal NOL carry-forwards will expire beginning in 2030 through 2033, and the state NOL carry-forwards will expire beginning in 2025 through 2028. The Company had approximately $3,006,000 of federal research tax credit carry-forwards, which can be carried forward to reduce federal income taxes. If not utilized, the federal research credits will expire beginning in 2030 through 2033. Additionally, the Company had approximately $1,066,000 of Utah research tax credit carry-forwards, which can be carried forward to reduce Utah income taxes. If not utilized, the Utah research tax credit carry-forwards will expire beginning in 2024 through 2027. Pursuant to Sections 382 and 383 of the Internal Revenue Code, with which Utah complies, the Company’s use of the carry-forward tax benefits may be limited in any given year as a result of certain changes in the Company’s ownership, including significant increases in ownership by the Company’s 5-percent shareholders. While the Company believes that its carry-forward tax benefits as of June 30, 2013 are not limited under Sections 382 and 383, significant changes in ownership in the future may limit such usage. In March, 2012, in an effort to protect the use of its carry-forward tax benefits, the Company adopted a Tax Benefits Preservation Rights Plan that discourages significant changes in ownership of the Company’s stock that might limit the use of our carry-forward tax benefits.

~~INDEX~~In order TOto ~~FINANCIAL~~preserve ~~STATEMENTS~~the tax treatment of the Company’s NOLs and other tax benefits, on April 26, 2013, at the Company’s 2012 Annual Meeting of shareholders, the shareholders approved an amendment to the Company’s Certificate of Incorporation (the “Protective Amendment”) designed to prevent certain transfers of the Company’s Common Stock that could result in an ownership change under Section 382 and, therefore, materially inhibit the Company’s ability to use its NOLs and other tax attributes to reduce its future income tax liability. The Protective Amendment’s transfer restrictions generally restrict any direct or indirect transfer of the Company’s common stock if the effect would be to increase the direct or indirect ownership of any Person (as defined in the Certificate of Amendment) from less than 4.75% to 4.75% or more of the Company’s common stock, or increase the ownership percentage of a Person owning or deemed to own 4.75% or more of the Company’s common stock. Any direct or indirect transfer attempted in violation of this restriction would be void as of the date of the prohibited transfer as to the purported transferee. The Protective Amendment permits the Company’s Board of Directors to approve transfers of the Company’s common stock that would otherwise violate the transfer restrictions in the Protective Amendment if it determines that the approval is in the best interests of the Company.

~~Myrexis~~On January 22, ~~Inc~~2013, the Board of Directors of the Company declared a special cash distribution to shareholders in the amount of $2.86 per share. The special cash distribution was paid to shareholders of record at the close of business on Monday, February 4, 2013. The cash distribution, totaling $78.6 million, was paid on February 15, 2013. Due to the fact that the Company has no current or accumulated earnings and profits, the cash distribution represents a return of capital to the shareholders.

~~Years Ended June 30, 2012, 2011 and 2010~~ F-17

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheets as of June 30, 2012 and 2011		F-3
Statements of Operations for the Years Ended June 30, 2012, 2011 and 2010		F-4
Statements of Stockholders’ Equity and Comprehensive Loss for the Years Ended June 30, 2012, 2011 and 2010		F-5
Statements of Cash Flows for the Years Ended June 30, 2012, 2011 and 2010		F-6
Notes to Financial Statements		F-7

The Company has adopted the provisions of ASC Topic 740 Subtopic 10 Section 05, which addresses the accounting for uncertainty in tax positions. The guidance requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

~~F-1~~A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year ended June 30,
(In thousands)	2013		2012		2011
Unrecognized tax benefits at beginning of year	$	666	$	541	$	90
Gross increases—current year tax positions		60		125		451
Unrecognized tax benefits at end of year	$	726	$	666	$	541

~~Report~~Approximately $726,000 of ~~Independent~~the total ~~Registered~~unrecognized tax benefits as of June 30, 2013, if recognized, would affect the effective tax rate. The Company does ~~Public~~not ~~Accounting~~anticipate ~~Firm~~that unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Interest and penalties related to uncertain tax positions are included as a component of income tax expense.

The ~~Board~~Company offiles ~~Directors~~U.S. and various ~~Stockholders~~state income tax returns. The 2009, 2010, and 2011 tax years remain subject to examination by the respective tax authorities. The Company’s federal tax return and state tax returns are not currently under examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of the Company’s tax returns. However, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.

~~Myrexis,~~(7) ~~Inc.~~Employee Deferred Savings Plan

WeDuring ~~have~~fiscal ~~audited~~years ~~the~~2013, ~~accompanying~~2012 and ~~balance~~2011, ~~sheets~~Myrexis employees participated in a deferred savings plan which qualifies under Section 401(k) of ~~Myrexis,~~the ~~Inc.~~Internal Revenue asCode. Substantially all of ~~June 30,~~the ~~2012~~Myrexis ~~and~~employees ~~2011,~~were ~~and~~covered by the ~~related~~plan. ~~statements~~Myrexis made matching contributions of ~~operations,~~50% ~~stockholders’~~of ~~equity~~each ~~and~~employee’s contribution ~~comprehensive~~with ~~loss,~~the ~~and~~employer’s ~~cash~~contribution ~~flows~~not ~~for~~to ~~each~~exceed 4% of the ~~three~~employee’s ~~years~~compensation. inMyrexis contributions to the ~~period~~plan ~~ended~~were ~~June 30~~$4,000, ~~2012.~~$166,000, ~~These~~and ~~financial~~$368,000, ~~statements~~which are ~~the~~included in research and development expenses and $19,000, $70,000 and ~~responsibility~~$94,000, ofwhich are included in general and administrative expenses for the ~~Company’s~~three ~~management.~~years ~~Our~~ended ~~responsibility~~June is30, to2013, ~~express~~2012 anand ~~opinion~~2011, onrespectively, in ~~these~~the ~~financial~~accompanying statements ~~based~~of onoperations ~~our~~and ~~audits.~~comprehensive loss..

~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United States~~8). ~~Those~~NOL ~~standards~~Rights require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Agreement

In ~~our~~March ~~opinion~~2012, the ~~financial~~Company adopted ~~statements~~a ~~referred~~Tax toBenefits ~~above~~Preservation ~~present~~Rights ~~fairly,~~Plan in ~~all~~the ~~material~~form ~~respects,~~of ~~the~~a ~~financial~~Rights ~~position~~Agreement ofdesigned ~~Myrexis,~~to help protect and preserve its substantial ~~Inc.~~tax atattributes ~~June 30,~~primarily ~~2012~~associated with net operating loss carryforwards (NOLs) and ~~2011~~research tax credits, under Sections 382 and 383 of the ~~results~~Internal ofRevenue ~~its~~Code. ~~operations~~The ~~and~~Tax ~~its~~Benefits ~~cash~~Preservation ~~flows~~Rights ~~for~~Plan ~~each~~is ofsimilar to plans adopted by numerous other public companies with significant NOLs. The Tax Benefits Preservation Rights Plan replaces the ~~three~~Shareholder ~~years~~Rights Plan that Myrexis adopted in 2009, which the ~~period~~Myrexis ~~ended~~Board ~~June 30,~~of ~~2012,~~Directors interminated ~~conformity~~immediately ~~with~~prior ~~U.S.~~to ~~generally~~the ~~accepted~~adoption ~~accounting~~of ~~principles.~~the Rights Agreement.

WeMyrexis’ ~~also~~ability ~~have~~to ~~audited,~~generate a intax ~~accordance~~benefit ~~with~~through the ~~standards~~use of its tax attributes would be substantially limited in the ~~Public~~event ~~Company~~of ~~Accounting~~an ~~Oversight~~“ownership ~~Board~~change” under Sections 382 and 383 of the Internal Revenue Code, including if shareholders who own (~~United~~or ~~States~~are deemed to own), ~~Myrexis,~~5% or more of ~~Inc.~~Myrexis’s ~~internal~~stock ~~control~~increase ~~over~~their ~~financial~~collective ~~reporting~~ownership asin ofMyrexis ~~June 30,~~by ~~2012,~~more ~~based~~than on50 ~~criteria~~percentage ~~established~~points inover ~~Internal~~a ~~Control~~rolling three-~~Integrated~~year period. ~~Framework~~The ~~issued~~Tax byBenefits Preservation Rights Plan is intended to reduce the ~~Committee~~likelihood of ~~Sponsoring~~an ~~Organizations~~unintended of50% ~~the~~“ownership ~~Treadway~~change” occurring ~~Commission~~through the buying and ~~our~~selling ~~report~~of Myrexis common stock. The Board of Directors believes that the plan serves the interests ~~dated~~of ~~September 13,~~all ~~2012~~shareholders ~~expressed~~as anit ~~unqualified~~is ~~opinion~~designed ~~thereon.~~to protect the use of its tax attributes.

~~/s/~~As ~~Ernst~~part of the plan, on March &29, 2012, ~~Young~~Myrexis’ ~~LLP~~Board of Directors declared a dividend of one preferred share purchase right for each share of Myrexis common stock outstanding as of April 9, 2012. Any shares of Myrexis common stock issued after the record date will be issued together with the rights. The rights are not currently exercisable and initially will trade only with shares of Myrexis common stock. However, effective upon the initial public announcement of the Rights Agreement, if any person or group acquires 4.99% or more of the outstanding shares of Myrexis common stock, or if a person or group that already owned 4.99% or more of Myrexis common stock at such time acquires additional shares representing 0.1% or more of the outstanding shares of Myrexis common stock, then, subject to certain exceptions, there would be a triggering event under the plan and the rights would separate from the common stock and become exercisable for shares of Myrexis common stock having a market value equal to twice the exercise price, resulting in significant dilution in the ownership interest of the acquiring person or group. Myrexis’ Board of Directors has the discretion to exempt in advance any acquisition of common stock from the provisions of the plan if it determines that doing so would not limit or impair the availability of the NOLs. Myrexis’ Board of Directors also has the ability to terminate the plan at any time, including but not limited to in connection with a transaction, if it determines that doing so would be in the best interests of the shareholders.

~~Salt Lake City, Utah~~ F-18

~~September~~The rights issued under the plan will expire on March 1329, ~~2012~~2015. The rights may also expire on an earlier date upon the occurrence of certain events, including a determination by Myrexis’ Board that the Tax Benefits Preservation Rights Plan is no longer necessary for the preservation of tax attributes, or the beginning of a taxable year of Myrexis to which the Board determines that no tax attributes may be carried forward. The rights may also be redeemed, exchanged or terminated prior to their expiration.

~~F-2~~ (9) Commitments and Contingencies

~~Table~~Our former parent Myriad Genetics had entered into a license agreement (the “License Agreement”) for exclusive rights to utilize certain intellectual property rights related to the drug candidate Azixa with Maxim Pharmaceuticals, Inc. and Cytovia, Inc. All licensed rights of ~~Contents~~Maxim and Cytovia were subsequently acquired by EpiCept Corporation, and Maxim, Cytovia and EpiCept are collectively referred to herein as EpiCept. Pursuant to the separation agreement with MGI, Myrexis assumed all rights and obligations under the License Agreement.

~~MYREXIS~~In September 2011, ~~INC~~Myrexis announced that it had suspended any further development of Azixa. On August 28, 2012, Myrexis provided EpiCept notice of termination of the License Agreement following its election to terminate all of its efforts to develop and commercialize Azixa in any major market as such products and markets are defined in the agreement. On January 4, 2013, Myrexis and EpiCept entered into an Asset Purchase Agreement (the “APA”) which expressly terminated the License Agreement and assigned to EpiCept rights in intellectual property, regulatory filings and certain other assets of Myrexis related to its Azixa development program for $1.00. The APA expressly terminates the License Agreement without further liability of either Myrexis or EpiCept. Myrexis has no further obligation for royalty or milestone payments to EpiCept. The APA provides for certain royalty and milestone payments to be made to Myrexis should EpiCept or its licensee develop and commercialize a product using intellectual property rights transferred to EpiCept under the APA.

~~Balance~~(10) ~~Sheets~~Other Income

Other income was $0.4 million, $0.6 million and $1.7 million for the years ended June 30, 2013, 2012 and 2011, respectively. Other income in the year ended June 30, 2013 includes $78,000 interest income and $292,000 in gains on the sale of equipment. Other income in the year ended June 30, 2012 includes interest income, realized gains on Myrexis’ marketable securities and $0.3 million in gains on the sale of equipment. Other income in the year ended June 30, 2011 includes a one-time $1.2 million grant received in November 2010 as a part of the qualifying therapeutic discovery project under section 48D of the Internal Revenue Code, interest income and realized gains on Myrexis’s marketable securities.

(~~In thousands, except per share amounts~~11) Reorganization

	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	19,707		$	19,189
Marketable investment securities		68,671			86,446
Equipment held for sale		974			—
Prepaid expenses and other assets		192			1,861
Total current assets		89,544			107,496
Equipment and leasehold improvements:
Equipment		1,298			4,320
Leasehold improvements		1,197			1,192
		2,495			5,512
Less accumulated depreciation		1,846			2,197
Net equipment and leasehold improvements		649			3,315
Long-term marketable investment securities		1,248			10,243
Other assets		210			206
Total assets	$	91,651		$	121,260
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	197		$	1,210
Accrued liabilities		2,082			2,100
Total current liabilities		2,279			3,310
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; no shares issued and outstanding		—			—
Common stock, $0.01 par value, authorized 60,000 shares; issued and outstanding 26,794 shares at June 30, 2012; issued and outstanding 26,053 shares at June 30, 2011		268			261
Additional paid-in capital		205,968			203,301
Accumulated other comprehensive income		4			47
Accumulated deficit		(116,868	)		(85,659	)
Total stockholders’ equity		89,372			117,950
Total liabilities and stockholders’ equity	$	91,651		$	121,260

On November 18, 2011, Myrexis announced a corporate reorganization reducing the Company’s workforce by 20%. In connection with this announcement, the Company recorded severance costs of approximately $0.6 million. These expenses are reflected in the statement of operations and comprehensive loss, including $50,000 in general and administrative and $550,000 in research and development for the year ended June 30, 2012.

~~See~~On March 1, ~~accompanying~~2012, ~~notes~~Myrexis announced an alignment of the Company’s resources following the February 2012 announcement to suspend ~~financial~~development ~~statements~~activities of all its preclinical and clinical programs. The alignment included a phased reduction in the Company’s workforce. In connection with the resource alignment, the Company recorded severance costs of approximately $3.6 million in the year ended June 30, 2012. Of this amount, $2.5 million was paid during the year ended June 30, 2012, and $1.1 million was accrued and paid in 2013. These expenses are reflected in the statement of operations and comprehensive loss, including $1.0 million in general and administrative and $2.6 million in research and development for the year ended June 30, 2012.

~~F-3~~In addition in 2012, Myrexis recorded severance expenses of $0.7 million related to the departure of certain executives. These expenses are reflected in the statement of operations and comprehensive loss in general and administrative for the year ended June 30, 2012.

~~Table~~On May 11, 2012, Myrexis announced its Board of ~~Contents~~Directors had appointed Richard B. Brewer as President and Chief Executive Officer, and David W. Gryska as Chief Operating Officer. In addition, both Mr. Brewer and Mr. Gryska were appointed to Myrexis’ Board of Directors. In connection with these management changes, Robert J. Lollini stepped down as President and Chief Executive Officer and will continue on Myrexis’ Board for a transition period through November 15, 2012. The Company recorded severance expense of $0.8 million for Mr. Lollini in addition to severance costs previously mentioned during the year ended June 30, 2012. This severance was paid during the year ended June 30, 2012.

~~MYREXIS, INC.~~ F-19

~~Statements~~In conjunction with the March 2012 reorganization, the Company determined that there were indicators of ~~Operations~~impairment of certain fixed assets, based on quoted market prices, and evaluated whether the carrying value of assets with impairment indicators is recoverable. Impairment charges of $281,000 were recorded in the year ended June 30, 2012, in conjunction with the March 2012 reorganization. During the year ended June 30, 2013, management reviewed the carrying value of certain fixed assets and recorded an additional $20,000 of impairment loss. These impairment charges are reflected in general and administrative expenses in the statement of operations and comprehensive loss.

~~Years~~In ~~ended~~2012, the Company’s management committed to a plan to sell the Company’s laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $974,000. ~~2011~~Equipment held for sale is no longer subject to depreciation, and is ~~2010~~recorded at the lower of depreciated carrying value or fair market value less costs to sell. For the year ended June 30, 2013, the Company sold assets with a net book value of $1.2 million, recognizing a net gain of $292,000. This gain is in other income in the statements of operation and comprehensive loss.

(In ~~thousands~~connection with the wind down of the Company’s operations, ~~except~~and ~~per~~the ~~share~~pursuit ~~amounts)~~of other strategic alternatives, the Company recorded and paid $0.8 million in severance costs for the year ended June 30, 2013. These expenses, which are reflected in the statements of operations and comprehensive loss, include $763,000 in general and administrative and $16,000 in research and development for the year ended June 30, 2013. For the year ended June 30, 2012, the Company recorded severance costs of approximately $3.6 million. These expenses are reflected in the statements of operations and comprehensive loss, include $1.0 million in general and administrative and $2.6 million in research and development.

	2012			2011			2010
Research revenue	$	—		$	185		$	90
Total revenue		—			185			90
Costs and expenses:
Research and development expense		14,230			22,296			28,222
General and administrative expense		17,571			18,339			19,984
Total costs and expenses		31,801			40,635			48,206
Operating loss		(31,801	)		(40,450	)		(48,116	)
Other income, net		592			1,742			1,165
Net loss	$	(31,209	)	$	(38,708	)	$	(46,951	)
Loss per basic and diluted share	$	(1.18	)	$	(1.52	)	$	(1.91	)
Weighted-average shares used to compute net loss per basic and diluted share		26,387			25,513			24,545

(12)

Related Party Transaction

~~See~~On ~~accompanying~~February ~~notes~~27, 2013, Xstelos Corp., a wholly owned subsidiary of Xstelos Holdings, Inc. (“Xstelos Corp.”) and Myrexis entered into a stock purchase agreement (the “Stock Purchase Agreement”). Pursuant to ~~financial~~terms ~~statements~~of such stock purchase agreement, Myrexis agreed to issue and sell to Xstelos Corp. 7,000,000 shares of Myrexis’s common stock, representing approximately 20% of all outstanding Myrexis common stock after giving effect to such sale (the “Sale”). The shares were sold for an aggregate purchase price of approximately $250,000. Xstelos Corp. also agreed to provide to Myrexis services pursuant to the terms of an Intercompany Services Agreement (described below) as well as consent to Mr. Couchman serving as Myrexis’s Chief Financial Officer. Steven D. Scheiwe, a member of the Xstelos Board of Directors, serves on the Board of Directors of Myrexis.

~~F-4~~In connection with the Sale, Myrexis entered into a letter agreement (the “Letter Agreement”) dated February 27, 2013 with Xstelos Corp. pursuant to which Myrexis granted to Xstelos Corp. an exemption under Section 29 of Myrexis’s Tax Benefits Shareholder Rights Agreement, embodying a shareholder rights plan adopted on March 29, 2012 to protect the use of Myrexis’s net operating losses and certain other tax attributes. Under the exemption, Xstelos Corp. must not at any time represent more than the lesser of (i) 30% of Myrexis‘s outstanding common stock and (ii) the maximum percentage ownership of Myrexis’s outstanding common stock from time to time such that an ownership change would not have occurred for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

~~Table~~On February 27, 2013, Xstelos Corp. and Myrexis entered into an Intercompany Services Agreement. Pursuant to the Intercompany Services Agreement, Xstelos Corp. agreed to provide Myrexis with certain administrative, management, accounting and information services for one year in exchange for a fee of ~~Contents~~$25,000. The Intercompany Services Agreement will terminate upon 30 days written notice given to the other party. $6,250 in fees were accrued or paid for the year ended June 30, 2013.

~~MYREXIS, INC.~~ F-20

~~Statements~~(13) ofQuarterly ~~Stockholders’~~Financial ~~Equity~~Data ~~and~~(Unaudited) ~~Comprehensive Loss~~

Years ended June 30, 2012, 2011 and 2010

	Quarter Ended
In thousands	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Research revenue	$	—		$	—		$	—		$	—
Total revenue		—			—			—			—
Costs and expenses:
Research and development expense		(4	)		61			117			291
General and administrative expense		157			3,150			4,734			3,485
Total costs and expenses		153			3,211			4,851			3,776
Operating loss		(153	)		(3,211	)		(4,851	)		(3,776	)
Other income (expense), net		1			(27	)		41			355
Net loss	$	(152	)	$	(3,238	)	$	(4,810	)	$	(3,421	)

(In thousands)

	Quarter Ended
	June 30, 2012			March 31, 2012(1)			December 31, 2011			September 30, 2011
Research revenue	$	—		$	—		$	—		$	—
Total revenue		—			—			—			—
Costs and expenses:
Research and development expense		558			5,603			3,769			4,300
General and administrative expense		4,129			5,216			3,841			4,385
Total costs and expenses		4,687			10,819			7,610			8,685
Operating loss		(4,687	)		(10,819	)		(7,610	)		(8,685	)
Other income, net		266			127			100			99
Net loss	$	(4,421	)	$	(10,692	)	$	(7,510	)	$	(8,586	)

	Common Stock				AdditionalPaid-InCapital		AccumulatedDeficit			UnrealizedGain onAvailable-for-salesecurities			TotalStockholders’Equity
	Shares		Amount
Balance at June 30, 2009		23,974	$	240	$	188,400	$	—		$	461		$	189,101
Comprehensive Income:
Net loss		—		—		—		(46,951	)		—			(46,951	)
Change in unrealized gains on marketable investment securities		—		—		—		—			(436	)		(436	)
Total comprehensive loss														(47,387	)
Issuance of common stock for cash upon exercise of options and employee stock purchase plan		1,240		12		2,332		—			—			2,344
Share-based payment expense		—		—		5,800		—			—			5,800
Balance at June 30, 2010		25,214		252		196,532		(46,951	)		25			149,858
Comprehensive Income:
Net loss		—		—		—		(38,708	)		—			(38,708	)
Change in unrealized gains on marketable investment securities		—		—		—		—			22			22
Total comprehensive loss														(38,686	)
Issuance of common stock for cash upon exercise of options and employee stock purchase plan		839		9		1,937		—			—			1,946
Share-based payment expense		—		—		5,800		—			—			5,800
Balance at June 30, 2011		26,053		261		203,301		(85,659	)		47			117,950
Comprehensive Income:
Net loss		—		—		—		(31,209	)		—			(31,209	)
Change in unrealized gains on marketable investment securities		—		—		—		—			(43	)		(43	)
Total comprehensive loss														(31,252	)
Issuance of common stock for cash upon exercise of options and employee stock purchase plan		741		7		1,160		—			—			1,167
Share-based payment expense		—		—		1,507		—			—			1,507
Balance at June 30, 2012		26,794	$	268	$	205,968	$	(116,868	)	$	4		$	89,372

(1)

Includes one-time severance costs related to corporate reorganizations of $3.6 million for the period ending March 31, 2012.

~~See accompanying notes to financial statements.~~ F-21

~~F-5~~ EXHIBIT INDEX

Exhibit Number	Exhibit Description	Filed with this Report	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File / Registration Number
2.1	Separation and Distribution Agreement, dated June 30, 2009, by and between the Registrant and Myriad Genetics, Inc.		8-K (Exhibit 2.1)	7/7/09	001-34275

3.1	Amended and Restated Certificate of Incorporation of the Registrant		10-K (Exhibit 3.1)	9/13/10	001-34275

3.1.1	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock		10-K (Exhibit 3.1.1)	9/13/10	001-34275

3.1.2	Certificate of Amendment to Restated Certificate of Incorporation of the Registrant		10-K (Exhibit 3.1.2)	9/13/10	001-34275

3.1.3	Amended Certificate of Designation, Rights and Preferences of Series A Junior Participating Preferred Stock		8-K (Exhibit 3.1)	3/30/12	001-34275

3.1.4	Certificate of Amendment to Restated Certificate of Incorporation of the Registrant		8-K (Exhibit 3.1)	9/13/10	001-34275

3.2	Amended and Restated Bylaws of the Registrant		10-K (Exhibit 3.2)	9/13/10	001-34275

4.1	Form of Common Stock Certificate of the Registrant		10-K (Exhibit 4.1)	9/13/12	001-34275

4.2	Shareholder Rights Agreement between the Registrant and American Stock Transfer & Trust Company, LLC, dated June 30, 2009, which includes as Exhibit B the form of Right Certificate		8-A (Exhibit 4.1)	6/30/09	001-34275

4.2.1	First Amendment, dated March 29, 2012, to Shareholder Rights Agreement by and between the Registrant and American Stock Transfer & Trust Company, LLC, dated June 30, 2009		8-K (Exhibit 4.1)	3/30/12	001-34275

4.3	Tax Benefits Preservation Rights Agreement by and between the Registrant and American Stock Transfer & Trust Company, LLC, dated March 29, 2012, which includes as Exhibit B the Form of Right Certificate		8-K (Exhibit 4.2)	3/30/12	001-34275

*Agreements with Executive Officers and Directors*

*10.9	Separation Agreement by and between the Registrant and Adrian N. Hobden, dated July 21, 2011		8-K (Exhibit 10.1)	7/22/11	001-34275

*10.10	Offer Letter by and between the Registrant and Robert J. Lollini, dated September 9, 2011		8-K (Exhibit 10.1)	9/12/11	001-34275

*10.11	First Amendment, dated September 9, 2011, to Executive Severance and Change in Control Agreement by and between the Registrant and Robert J. Lollini, dated February 1, 2010		8-K (Exhibit 10.2)	9/12/11	001-34275

*10.12	Offer Letter by and between the Registrant and Andrea Kendell, dated September 22, 2011		8-K/A (Exhibit 10.1)	9/28/11	001-34275

*10.13	Executive Severance and Change in Control Agreement by and between the Registrant and Andrea Kendell, dated September 22, 2011		8-K/A (Exhibit 10.2)	9/28/11	001-34275

~~MYREXIS, INC.~~ 2

Statements of Cash Flows

10.14	Agreement by and between the Registrant and Jason M. Aryeh, dated October 18, 2011		8-K (Exhibit 10.2)	10/21/11	001-34275

*10.15	Separation Agreement by and between the Registrant and Wayne Laslie, dated December 13, 2011		8-K (Exhibit 10.1)	12/14/11	001-34275

*10.16	Separation and Consulting Agreement by and between the Registrant and Robert J. Lollini, dated May 11, 2012		8-K (Exhibit 10.1)	5/11/12	001-34275

*10.17	Employment Agreement by and between the Registrant and Richard B. Brewer, dated May 9, 2012		8-K (Exhibit 10.2)	5/11/12	001-34275

*10.18	Employment Agreement by and between the Registrant and David W. Gryska, dated May 9, 2012		8-K (Exhibit 10.3)	5/11/12	001-34275

*Other Material Agreements*

10.21	Agreement by and among the Registrant and MSMB Healthcare LP, MSMB Healthcare Investors LLC, MSMB Healthcare Management LLC, and MSMB Capital Management LLC, dated October 18, 2011		8-K (Exhibit 10.1)	10/21/11	001-34275

10.22	Letter Agreement by and between the Registrant and Martin Shkreli, dated October 18, 2011		8-K (Exhibit 10.3)	10/21/11	001-34275

10.23	Letter Agreement by and among the Registrant, Bulldog Investors, and Brooklyn Capital Management LLC, dated August 6, 2012		8-K (Exhibit 10.1)	8/10/12	001-34275

10.24	Letter Agreement by and among the Registrant, MSMB Healthcare LP, MSMB Healthcare Investors LLC, MSMB Healthcare Management LLC and MSMB Capital Management LLC, dated August 8, 2012		8-K (Exhibit 10.2)	8/10/12	001-34275

10.25	Letter Agreement by and between the Registrant and Martin Shkreli, dated August 8, 2012		8-K (Exhibit 10.3)	8/10/12	001-34275

10.26	Settlement Agreement, dated December 20, 2012, between and among Alzheimer’s Institute of America, Inc., and the Registrant, Myriad Genetics, Inc., Myriad Therapeutics, Inc., Mayo Clinic Jacksonville and Mayo Foundation for Medical Education and Research.		10-Q (Exhibit 10.2)	2/08/13	001-34275

10.27	Stock Purchase Agreement by and between the Registrant and Xstelos Corp., dated February 27, 2013		10-Q (Exhibit 10.1)	5/10/13	001-34275

31.1	Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002	X

31.2	Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002	X

32.1	Certification of the Chief Executive Officer and the Chief Financial Officer under Section 906 of the Sarbanes- Oxley Act of 2002	X

101**	The following materials from Myrexis, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, formatted in XBRL (extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity and Comprehensive Loss, (iv) Statements of Cash Flows, and (v) Notes to Financial Statements	X

~~Years~~* ~~ended~~Management ~~June 30~~contract, ~~2012,~~compensatory ~~2011~~plan ~~and~~or ~~2010~~ arrangement.

~~(In~~† ~~thousands)~~Confidential portions of these documents have been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

	2012			2011			2010
Cash flows from operating activities:
Net loss	$	(31,209	)	$	(38,708	)	$	(46,951	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,282			1,661			1,347
Loss on impairment of assets		281			1,112			224
Share-based compensation expense		1,507			4,832			5,800
Gain on sale of marketable investment securities		(3	)		(5	)		(43	)
Gain on sale of assets		(266	)		—			—
Changes in operating assets and liabilities:
Prepaid expenses		1,669			(1,414	)		(213	)
Other assets		(4	)		—			(206	)
Accounts payable		(1,013	)		(711	)		1,927
Accrued liabilities		(18	)		(222	)		(2,253	)
Net cash used in operating activities		(27,774	)		(33,455	)		(40,368	)
Cash flows from investing activities:
Capital expenditures for equipment and leasehold improvements		(55	)		(93	)		(2,135	)
Proceeds from sale of assets		450			—			—
Purchase of marketable investment securities		(232,439	)		(142,428	)		(183,875	)
Proceeds from sale of marketable investment securities		82,500			29,099			32,794
Proceeds from maturity of marketable investment securities		176,669			128,209			98,779
Net cash provided by (used in) investing activities		27,125			14,787			(54,437	)
Cash flows from financing activities:
Net proceeds from common stock issued under share-based compensation plans		1,167			1,946			2,344
Net cash provided by financing activities		1,167			1,946			2,344
Net increase (decrease) in cash and cash equivalents		518			(16,722	)		(92,461	)
Cash and cash equivalents at beginning of year		19,189			35,911			128,372
Cash and cash equivalents at end of year	$	19,707		$	19,189		$	35,911
Supplemental cash flow information:
Fair value adjustment on marketable investment securities recorded to stockholders’ equity		43			22			(436	)

Users of the XBRL data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

~~See accompanying notes to financial statements.~~ 3

F-6

MYREXIS, INC.

Notes to Financial Statements

June 30, 2012, 2011, and 2010

(1) Organization and Summary of Significant Accounting Policies

(a) Organization and Business Description

Myrexis, Inc. (“Myrexis” or the “Company”) is a biopharmaceutical company that has generated a pipeline of differentiated drug candidates in oncology and autoimmune diseases. The Company currently retains all rights to all of its drug candidates and programs across all geographic markets and therapeutic indications.

In September 2011, the Company announced that it had completed an in-depth review of our drug development pipeline, incorporating extensive inputs from both internal and independent external analyses. As a result, the Company made a strategic business decision to suspend any further development of its lead drug candidate Azixa, which was in Phase 2 development for the treatment of advanced primary and metastatic tumors with brain involvement. This decision was not based on any single factor. The review took into consideration the accumulated data from its clinical trials, the evolving competitive environment in Glioblastoma multiforme, or GBM, including ongoing studies of competitive drug candidates that are in more advanced stages of development, inputs from key opinion leaders, updated cost and timing estimates, and other factors affecting the risks and opportunities relating to the development of Azixa. On the basis of these inputs, the Company concluded that completing the Phase 2b clinical trial it had underway would require a disproportionate investment of time and resources relative to its likelihood of technical and regulatory success, when compared to the Company’s other programs. Following this decision, in November 2011, Myrexis announced a corporate reorganization to realign its resources with its development strategy and clinical initiatives following the suspension of further development of Azixa. The reorganization included an immediate reduction in its workforce by 15 employees or approximately 20%.

In February 2012, the Company announced that it had suspended development activity on all of its preclinical and clinical programs and retained Stifel Nicolaus Weisel, an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. Thereafter, in March 2012, the Company initiated an alignment of its resources involving a phased reduction in its workforce from approximately 59 employees to 10 current employees.

Based on the Company’s evaluation of strategic alternatives, it determined to pursue the acquisition of one or more commercial-stage biopharmaceutical assets, with the goal of building a commercial-stage biopharmaceutical company by optimizing their performance and profitability. Integral to these efforts, on May 11, 2012, the Company announced a change in management, including the appointment of Richard B. Brewer as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer, collectively bringing an extensive track record of commercializing, acquiring and marketing pharmaceutical products throughout their careers. In addition, both Mr. Brewer and Mr. Gryska were appointed as members of the Board of Directors.

On August 15, 2012, the Company announced the death of Richard B. Brewer, its President and Chief Executive Officer. The Board of Directors appointed David W. Gryska as the acting President and Chief Executive Officer while considering succession plans. In addition, the Board of Directors is further evaluating our strategic direction in light of this development and the Company’s progress to date in identifying attractive biopharmaceutical assets.

The Company does not know if it will be successful in pursuing any strategic alternative or that any transaction will occur; however, the Company is committed to pursuing a strategic direction that its Board of Directors believes is in the best interests of its shareholders. During this period, the Company

F-7

continues to actively pursue business development opportunities for each of its programs. However, despite its significant efforts to identify and attract third parties to whom it could out-license or sell these assets for further development, the Company has been unsuccessful to date.

(b) Use of Estimates

The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires Myrexis management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include assessment of impairment of long-lived assets, the carrying amount of certain accrued liabilities and share-based compensation. Actual results could differ from those estimates presented herein.

The Company considers all cash on deposit, money market accounts, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents in bank deposit and other investment accounts which, at times, may exceed federally insured limits.

(d) Loss Per Share

The loss per basic and diluted share is calculated by dividing net loss by the weighted-average number of shares outstanding during the reported period.

For the year ended June 30, 2012, there were outstanding potential common equivalent shares of 2,648,774 compared to 2,613,945 and 2,004,904, in the same periods in 2011 and 2010 which were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive common equivalent shares may be dilutive to basic earnings per share in future periods.

The calculation of diluted loss per share is the same as the basic loss per share since the inclusion of any potentially dilutive securities would be anti-dilutive.

(e) Fair Value Disclosure

At June 30, 2012 and 2011, the carrying value of the Company’s other receivables, accounts payable and accrued expenses approximates fair value, principally because of the short term nature of the assets and liabilities.

(f) Revenue Recognition

Research revenue is comprised of research services related to short-term research agreements. Research revenue reflects revenues earned utilizing the Company’s prior expertise to identify and characterize protein-protein interactions. In connection with the Company’s March 2011 corporate reorganization, it stopped all contract research services activity.

(g) Research and Development Expenses

F-8

(h) General and Administrative Expenses

General and administrative expenses for the year ended June 30, 2010, include $1.5 million in reimbursed stipulated expenses and a $2.9 million termination fee in connection with the proposed merger with Javelin Pharmaceuticals, Inc. that was terminated in April 2010. For the year ended June 30, 2010, the Company incurred expenses of $3.1 million in external acquisition expenses which are offset by the fees described above.

(i) Equipment Held for Sale

In conjunction with the suspension of all development activities, the Company has evaluated its equipment and management has committed to a plan to sell the Company’s laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $1.0 million. Equipment held for sale is no longer subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. The Company expects to sell these assets by the end of calendar year 2012.

(j) Equipment and Leasehold Improvements

Equipment and leasehold improvements are stated at cost. Depreciation and amortization are computed using the straight-line method based on the lesser of estimated useful lives of the related assets or lease terms. Equipment items have depreciable lives of five years. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the associated lease terms, which range from three to fifteen years. For the years ended June 30, 2012, 2011, and 2010, the Company recorded depreciation expense of $1.3 million, $1.7 million, and $1.3 million, respectively.

(k) Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. For the years ended June 30, 2012, 2011 and 2010, $0.3 million, $1.1 million and $0.2 million, respectively, was recorded for impairment of assets, and is included in general and administrative expenses in the statement of operations.

(l) Other Assets

Other assets are comprised of purchased intellectual property, a purchased library of chemical compounds and a security deposit for the sublease agreement entered into with Myriad Genetics, Inc. (“MGI”), the Company’s former parent, to provide for the lease of office and laboratory space and a sublease for office space in Monterey, CA. Management reviews the valuation of these investments for possible impairment as changes in facts and circumstances indicate that potential impairment should be assessed.

The library of chemical compounds and related purchased intellectual property were fully amortized during the year ended June 30, 2010. Myrexis has also reassessed the useful lives of its other assets and has determined that the estimated useful lives are appropriate.

For the years ended June 30, 2012, 2011, and 2010, the Company recorded amortization expense of $0, $0, and $95,000, respectively, related to these assets.

As of June 30, 2012, other assets is comprised of only security deposits for the sublease agreement entered into with MGI and a sublease for office space in Monterey, CA.

F-9

(m) Income Taxes

The Company recognizes income taxes under the liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

The provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and any estimated valuation allowances deemed necessary to recognize deferred tax assets at an amount that is more likely than not to be realized. The Company’s filings, including the positions taken therein, are subject to audit by various taxing authorities. While the Company believes it has provided adequately for its income tax liabilities in the consolidated financial statements, adverse determinations by these taxing authorities could have a material adverse effect on the consolidated financial condition, results of operations or cash flows.

(n) Share-based Compensation

The Company recognizes compensation expense using a fair-value based method for costs related to stock options and other equity-based compensation. The expense is measured based on the grant date fair value of the awards that are expected to vest, and the expense is recorded over the applicable requisite service period. For time-based stock options and restricted stock, compensation expense is recognized over the vesting period from the vesting commencement date using the straight-line method. In the absence of an observable market price for a share-based award, the fair value is based upon a valuation methodology that takes into consideration various factors, including the exercise price of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price based on peer companies, the expected dividends on the underlying shares and the risk-free interest rate.

(o) Marketable Investment Securities

The Company has classified its marketable investment securities as available-for-sale. These securities are carried at estimated fair value with unrealized holding gains and losses, net of the related tax effect, included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on investment security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned.

A decline in the market value of any available-for-sale security below cost that is deemed other than temporary results in a charge to earnings and establishes a new cost basis for the security. Losses are charged against “Other income (expense)” when a decline in fair value is determined to be other than temporary. The Company reviews several factors to determine whether a loss is other than temporary. These factors include but are not limited to: (i) the extent to which the fair value is less than cost and the cause for the fair value decline, (ii) the financial condition and near term prospects of the issuer or declines in credit risk, (iii) the length of time a security is in an unrealized loss position and (iv) the Company more likely than not, holding securities for a period of time sufficient to allow for any anticipated recovery in fair value. The Company recognized no impairments on available-for-sale securities for the years ended June 30, 2012, 2011 and 2010.

(p) Segment and Related Information

The Company operates in one reportable business segment, pharmaceutical development and related research activities.

The Company’s revenues were derived from research performed in the United States. Additionally, all of the Company’s long-lived assets are located in the United States.

F-10

(q) Reclassifications

Certain amounts for prior periods have been reclassified to conform to the current year presentation. For the year ended June 30, 2011, the Company reclassified $1.1 million in impairment charges from other income (expense) to general and administrative in the statement of operations.

(2) Marketable Investment Securities

The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type and class of security at June 30, 2012 and 2011 were as follows (in thousands):

	Amortizedcost		Grossunrealizedholdinggains		Grossunrealizedholdinglosses		Estimatedfair value
June 30, 2012:
Available-for-sale:
Money market funds	$	19,707	$	—	$	—	$	19,707
Corporate bonds and notes		53,989		2		—		53,991
Federal agency issues		15,679		2		—		15,681
Total	$	89,375	$	4	$	—	$	89,379

	Amortizedcost		Grossunrealizedholdinggains		Grossunrealizedholdinglosses			Estimatedfair value
June 30, 2011:
Available-for-sale:
Money market funds	$	18,071	$	—	$	—		$	18,071
Corporate bonds and notes		13,963		12		—			13,975
Federal agency issues		82,431		40		(6	)		82,465
Total	$	114,465	$	52	$	(6	)	$	114,511

Cash and cash equivalents of $19.7 million at June 30, 2012 consist of cash and money market funds. In addition, the Company holds $200,000 restricted cash in an 18-month certificate of deposit as collateral for a corporate purchasing card program and $48,000 in a restricted cash account as collateral for office equipment. These amounts are included in long-term marketable securities on the balance sheet as of June 30, 2012 and 2011. Maturities of debt securities classified as available-for-sale are as follows at June 30, 2012 (in thousands):

	Amortizedcost		Estimatedfair value
Available-for-sale:
Due within one year	$	68,668	$	68,670
Due after one year through three years		1,000		1,002
	$	69,668	$	69,672

F-11

(3) Fair Value Measurements

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1—quoted prices in active markets for identical assets and liabilities.

Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities.

Level 3—unobservable inputs.

The majority of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. The following table sets forth the fair value of the Company’s financial assets that the Company re-measured:

(In thousands)	Level 1		Level 2		Level 3		Total
June 30, 2012
Money market funds	$	19,707	$	—	$	—	$	19,707
Corporate bonds and notes		—		53,991		—		53,991
Federal agency issues		—		15,681		—		15,681
Total	$	19,707	$	69,671	$	—	$	89,379

	Level 1		Level 2		Level 3		Total
June 30, 2011
Money market funds	$	18,071	$	—	$	—	$	18,071
Corporate bonds and notes		—		13,975		—		13,975
Federal agency issues		—		82,465		—		82,465
Total	$	18,071	$	96,440	$	—	$	114,511

As of June 30, 2012 and 2011, the Company has no investments which were measured using unobservable (Level 3) inputs.

In conjunction with the suspension of all development activities, the Company has evaluated its equipment and management has committed to a plan to sell the Company’s laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $1.0 million. Equipment held for sale is no longer subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. The fair value of the equipment was determined by using broker quotes for similar assets. The Company has classified the inputs used for determining the fair value of these assets as Level II in the fair value hierarchy.

(4) Leases

The Company entered into a sublease agreement with MGI effective July 1, 2009, as amended on November 11, 2009, and February 19, 2010, that provides for the sublease of certain office and laboratory space. The sublease for the Company’s facility took effect January 4, 2010 for a period of three years from the commencement date with the option to extend for an additional four three-year periods. In addition, the Company entered into a sublease agreement on June 1, 2012 that provides for the sublease of certain office space in Monterey, CA. The sublease for this office space took effect July 1, 2012 for a period of one year

F-12

from the commencement date with the option to extend for an additional two one year periods. Rental expense for the years ended June 30, 2012, 2011 and 2010 was $3.8 million, $3.8 million and $3.6 million, respectively. The table below is reflective of the facility subleases. As of June 30, 2012 the future minimum lease payments under the sublease agreements are as follows (in thousands):

Fiscal year ending:
2013	$	2,104
	$	2,104

(5) Share-Based Compensation

Myrexis Share-Based Compensation Plans

The Company adopted two equity incentive plans, the Myrexis, Inc. 2009 Employee, Director and Consultant Equity Incentive Plan (the “Equity Incentive Plan”) and the Myrexis, Inc. 2009 Employee Stock Purchase Plan (the “ESPP”). At June 30, 2012, the Company was authorized to issue a total of 8.6 million shares under the plans. The number of shares of common stock reserved for issuance under the Equity Incentive Plan is subject to increase pursuant to an “evergreen” provision, which provides for an annual increase equal to the lesser of 2,400,000 shares, 5% of the Company’s then outstanding shares of common stock, or such other amount as the Board of Directors may determine. The Board of Directors determined not to increase the number of shares reserved under the Equity Incentive Plan as of July 1, 2012. The number of shares of common stock reserved for issuance under the ESPP is subject to increase pursuant to an “evergreen” provision, which provides for an annual increase equal to the lesser of 500,000 shares, 2% of the Company’s then outstanding shares of common stock, or such other amount as the Board of Directors may determine. The Board of Directors determined not to increase the number of shares reserved under the ESPP as of July 1, 2012.

The Equity Incentive Plan provides for the issuance of common stock based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity based awards to the Company’s directors, officers, employees and consultants.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended. Full-time employees of Myrexis who will own less than five percent of Myrexis, Inc’s outstanding shares of common stock will be eligible to contribute a percentage of their base salary, subject to certain limitations, over the course of six-month offering periods for the purchase of shares of common stock. The purchase price for shares of common stock purchased under the ESPP will equal 85 percent of the fair market value of a share of common stock at the beginning or end of the relevant six-month offering period, whichever is lower.

In connection with the separation from MGI and related transactions, each outstanding MGI stock option was converted into an adjusted MGI common stock option, exercisable for the same number of shares of common stock as the original MGI option, and a new Myrexis common stock option, exercisable for one-fourth of the number of shares of common stock as the original MGI option. All other terms of the converted options remained the same. However, the vesting and expiration of the converted options is based on the optionholder’s continuing employment with either MGI or Myrexis, as applicable, following the separation. The adjusted exercise price of each converted option was determined in accordance with Section 409A and Section 422 of the Code, as follows:

• The per share exercise price of each such MGI converted option is equal to the product of (i) the per share exercise price of the original MGI option multiplied by (ii) a fraction, the numerator of which is the closing MGI’s stock price on the day after the distribution, and the denominator of which is the ex-dividend closing stock price of MGI on the day of the distribution plus one-quarter of the “when-issued” Myrexis stock price on the day of the distribution.

F-13

• The per share exercise price of each such Myrexis converted option is equal to the product of (i) the per share exercise price of the original MGI option multiplied by (ii) a fraction, the numerator of which is the closing Myrexis stock price on the day after the distribution, and the denominator of which is the ex-dividend closing stock price of MGI on the day of the distribution plus one-quarter of the “when-issued” Myrexis stock price on the day of the distribution.

Accordingly, in connection with the separation and related transactions, the Company issued stock options to current and former directors, officers, employees and consultants of MGI and Myrexis.

The exercise price of options granted during the period ended June 30, 2012, 2011 and 2010 was equivalent to the fair value of the stock on the date of grant. The number of shares, terms, and vesting periods are determined by the Company’s Board of Directors or a committee thereof on an option-by-option basis. Options generally vest ratably over service periods of four years and expire ten years from the date of grant. As of June 30, 2012, 1,487,299 shares were available for future grant under the Equity Incentive Plan and 949,850 shares were available for purchase under the Myrexis ESPP.

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants for the fiscal years ended June 30:

	2012			2011			2010
Risk-free interest rate		0.9	%		1.4	%		2.1	%
Expected dividend yield		0	%		0	%		0	%
Expected lives (in years)		6.0 -7.0			6.0 -7.0			3.6 -4.0
Expected volatility		77.5	%		75.4	%		65.7	%

Expected option lives and volatilities are based on historical data and other factors.

A summary of option activity is as follows:

	2012					2011					2010
	Number ofshares			Weightedaverageexerciseprice		Number ofshares			Weightedaverageexerciseprice		Number ofshares			Weightedaverageexerciseprice
Options outstanding at beginning of year		3,248,984		$	3.42		3,592,227		$	3.28		3,592,372		$	2.42
Options granted		1,097,400			2.79		844,060			3.84		1,326,064			4.61
Less:
Options exercised		(536,985	)		1.63		(562,562	)		2.22		(954,522	)		1.73
Options canceled or expired		(1,181,390	)		3.92		(624,741	)		4.26		(371,687	)		3.80
Options outstanding at end of year		2,628,009			3.30		3,248,984			3.42		3,592,227			3.28
Options exercisable at end of year		1,409,760			3.38		1,542,307			2.76		1,525,053			2.36
Options vested and expected to vest		2,450,823			3.33		3,086,509			3.38		3,316,003			3.19
Weighted average fair value of options granted during the year					1.84					2.53					2.33

F-14

The following table summarizes information about the stock options outstanding under the Equity Incentive Plan for both Myrexis and MGI employees at June 30, 2012:

Range ofexerciseprices	Options outstanding			Options exercisable
	NumberoutstandingatJune 30,2012	Weightedaverageremainingcontractuallife (years)	Weightedaverageexerciseprice	NumberexercisableatJune 30,2012	Weightedaverageexerciseprice
$ 0.59 - 2.75	884,287	7.00	$2.29	399,287	$1.74
2.78 - 3.56	702,224	4.86	3.08	279,532	3.30
3.65 - 4.67	931,740	6.36	4.24	661,645	4.25
4.73 - 4.83	109,758	4.57	4.83	69,296	4.83
	2,628,009	6.10	3.30	1,409,760	3.37

The fair-value of each Myrexis stock option issued pursuant to the separation was based on an allocation of the unamortized fair-value of the original MGI stock option from which it was derived. Myrexis recognizes share-based compensation expense relating to both Myrexis and MGI options held by current directors, officers, employees and consultants of Myrexis. Share-based compensation expense relating to Myrexis options held by current and former directors, officers, employees and consultants of MGI will be recognized by MGI.

As of June 30, 2012, unrecognized compensation expense related to the unvested portion of MGI’s stock options granted to Myrexis employees and the unvested portion of Myrexis stock options granted was approximately $1.3 million and will be recognized over a weighted-average period of 2.41 years.

The total intrinsic value of options exercised during the fiscal year ended June 30, 2012, 2011 and 2010 was $0.7 million, $1.0 million and $3.4 million, respectively. The aggregate intrinsic value of options outstanding was approximately $0.3 million and the aggregate intrinsic value for options fully vested was approximately $0.3 million as of June 30, 2012.

On December 8, 2011, the Company issued 53,400 restricted stock units under the Equity Incentive Plan at a fair value of $2.82. On May 11, 2012, the Company issued 2,139,230 restricted stock units (1,069,615 units to each of the Company’s then serving President and Chief Executive Officer and its Chief Operating Officer) under the Equity Incentive Plan at a fair value of $2.75. The restricted stock units issued on May 11, 2012 include certain performance conditions as well as market conditions. As of June 30, 2012, the performance criteria were not probable of being achieved; therefore, no stock-based compensation expense recorded during the year ended June 30, 2012. The units that were issued to the Company’s then serving President and Chief Executive Officer, Richard B. Brewer, expired by their terms upon his death on August 15, 2012. If specific performance conditions are met with respect to the restricted stock units issued to the Company’s Chief Operating Officer, a substantial expense could be incurred. As of June 30, 2012, the unrecognized compensation expense related to unvested restricted stock units was approximately $0.1 million and will be recognized over a weighted-average period of 1.0 year.

Activity with respect to outstanding restricted stock units for the fiscal years ended June 30, 2012, 2011 and 2010 is as follows:

	Numberof shares			Weightedaveragegrantdate fairvalue
Balance at June 30, 2009		—		$	—
Granted		284,740			4.03
Cancelled		(52,550	)		4.03
Vested		(87,724	)		4.03
Balance at June 30, 2010		144,466			4.03

F-15

	Numberof shares			Weightedaveragegrantdate fairvalue
Balance at June 30, 2010		144,466		$	4.03
Granted		141,094			3.86
Cancelled		(54,657	)		3.97
Vested		(55,302	)		4.03
Balance at June 30, 2011		175,601			3.91

	Numberof shares			Weightedaveragegrantdate fairvalue
Balance at June 30, 2011		175,601		$	3.91
Granted		2,192,630			2.75
Cancelled		(114,277	)		3.47
Vested		(72,302	)		3.94
Balance at June 30, 2012		2,181,652			2.77

For the years ended June 30, 2012, 2011 and 2010, Myrexis employees purchased 131,617, 221,191 and 197,342 shares, respectively, under the Myrexis ESPP. Compensation expenses associated with Myrexis employees participating in the Myrexis ESPP for the years ended June 30, 2012, 2011 and 2010 were approximately $206,000, $360,000, and $318,000, respectively. The fair value of shares issued under the Myrexis ESPP was calculated using the Black-Scholes option-pricing model with the following weighted-average assumptions for the fiscal years ended June 30:

	2012			2011			2010
Risk-free interest rate		0.05	%		0.2	%		0.2	%
Expected dividend yield		0	%		0	%		0	%
Expected lives (in years)		0.5			0.5			0.5
Expected volatility		77	%		75	%		75	%

Share-based compensation expense recognized for Myrexis employees included in the statement of operations for the fiscal years ended June 30, 2012, 2011 and 2010 is as follows (in thousands):

	2012		2011		2010
Research and development	$	595	$	2,086	$	2,455
General and administrative		912		2,746		3,345
Total employee stock-based compensation expense	$	1,507	$	4,832	$	5,800

F-16

(6) Income Taxes

Income tax expense (benefit) consists of the following:

(In thousands)	Year ended June 30,
	2012			2011			2010
Current:
Federal	$	—		$	—		$	—
State		—			—			—
Total Current		—			—			—
Deferred:
Federal		(9,991	)		(13,032	)		(18,007	)
State		(1,606	)		(2,380	)		(2,900	)
Change in valuation allowance		11,597			15,412			20,907
Total Deferred		—			—			—
Total income tax expense (benefit)	$	—		$	—		$	—

The differences between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations were as follows:

	Year ended June 30,
	2012			2011			2010
Federal income tax expense at the statutory rate		(34.0	)%		(34.0	)%		(34.0	)%
State income taxes, net of federal benefit		(3.3	)		(3.3	)		(3.3	)
Research and development credits, net of the federal tax on state credits		(0.9	)		(5.9	)		(1.7	)
Tax basis differences from spin off transaction		—			—			(5.7	)
Incentive stock option and employee stock purchase plan expense		0.8			2.3			—
Uncertain tax positions, net of federal benefit on state positions		0.3			1.1			0.2
Change in valuation allowance		37.1			39.8			44.5
		—	%		—	%		—	%

The significant components of the Company’s deferred tax assets and liabilities were comprised of the following at June 30,:

(In thousands)	Year ended June 30,
	2012			2011
Net operating loss carry-forwards	$	40,026		$	28,699
Intangible asset basis difference		1,216			1,319
Accrued vacation		44			236
Stock compensation expense		3,057			2,914
Research and development credits		3,364			3,069
Property, plant and equipment		794			589
Other, net		82			35
Liability for unrecognized tax benefits		(666	)		(541	)
Total net deferred tax assets before valuation allowance		47,917			36,320
Less valuation allowance		(47,917	)		(36,320	)
Net deferred tax assets	$	—		$	—

Due to losses incurred, the Company has determined that it is not more likely than not that the Company’s deferred tax assets will be realized. Accordingly, a valuation allowance has been established for the full amount of the Company’s deferred tax assets. The valuation allowance increased $11.6 million, $15.4 million and $20.9 million for the years ended June 30, 2012, 2011 and 2010, respectively.

F-17

At June 30, 2012, the Company had total federal and state tax net operating loss carry-forwards of approximately $107.3 million. If not utilized, the federal operating loss carry-forwards will expire beginning in 2030 through 2032, and the state net operating loss carry-forwards will expire beginning in 2025 through 2027. The Company had approximately $2.7 million of federal research tax credits, which can be carried forward to reduce federal income taxes. If not utilized, the federal research credits will expire beginning in 2030 through 2032. Additionally, the Company had approximately $1.1 million of Utah research tax credits, which can be carried forward to reduce Utah income taxes. If not utilized, the Utah research tax credit carry-forwards will expire beginning in 2024 through 2026. The net operating loss and research credit carry-forwards are not subject to the limitations imposed by Section 382 of the Internal Revenue Code.

Approximately $15.8 million of net operating losses result from ‘excess tax benefits’ as defined by ASC guidance. As such, they are not included in deferred tax assets. They will be recognized as additional paid-in-capital only upon realization of the tax benefit.

On March 29, 2012, in an effort to protect the use of its carry-forward tax benefits, the Company adopted a Tax Benefits Preservation Rights Plan that discourages significant changes in ownership of the Company’s stock that might limit the use of its carry-forward tax benefits.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year ended June 30,
(In thousands)	2012		2011		2010
Unrecognized tax benefits at beginning of year	$	541	$	90	$	—
Gross increases—current year tax positions		125		451		90
Unrecognized tax benefits at end of year	$	666	$	541	$	90

Approximately $666,000 of the total unrecognized tax benefits as of June 30, 2012, if recognized, would affect the effective tax rate. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Interest and penalties related to uncertain tax positions are included as a component of income tax expense.

The Company files U.S. and various state income tax returns. The 2009, 2010 and 2011 tax years remain subject to examination by the respective tax authorities. The Company’s federal tax return and state tax returns are not currently under examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of the Company’s tax returns. However, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.

(7) Stockholders’ Equity

Comprehensive loss

The components of the Company’s comprehensive loss are as follows:

	June 30,
(In thousands)	2012			2011
Net loss	$	(31,209	)	$	(38,708	)
Other comprehensive loss:
Change in unrealized gain on marketable securities		(43	)		22
Total comprehensive loss	$	(31,252	)	$	(38,686	)

F-18

(8) Employee Deferred Savings Plan

During fiscal years 2012, 2011 and 2010, Myrexis employees participated in a deferred savings plan which qualifies under Section 401(k) of the Internal Revenue Code. Substantially all of the Myrexis employees were covered by the plan. Myrexis made matching contributions of 50% of each employee’s contribution with the employer’s contribution not to exceed 4% of the employee’s compensation. Myrexis contributions to the plan were $240,000, $470,000, and $552,000, for the years ended June 30, 2012, 2011, and 2010, respectively.

(9) NOL Rights Agreement

In March 2012, the Company adopted a Tax Benefits Preservation Rights Plan in the form of a Rights Agreement designed to help protect and preserve its substantial tax attributes primarily associated with net operating loss carryforwards (NOLs) and research tax credits, under Sections 382 and 383 of the Internal Revenue Code. The Tax Benefits Preservation Rights Plan is similar to plans adopted by numerous other public companies with significant NOLs. The Tax Benefits Preservation Rights Plan replaces the Shareholder Rights Plan that Myrexis adopted in 2009, which the Myrexis Board of Directors terminated immediately prior to the adoption of the Rights Agreement.

Myrexis’ ability to generate a tax benefit through the use of its tax attributes would be substantially limited in the event of an “ownership change” under Sections 382 and 383 of the Internal Revenue Code, including if shareholders who own (or are deemed to own) 5% or more of Myrexis’ stock increase their collective ownership in Myrexis by more than 50 percentage points over a rolling three-year period. The Tax Benefits Preservation Rights Plan is intended to reduce the likelihood of an unintended 50% “ownership change” occurring through the buying and selling of Myrexis common stock. The Board of Directors believes that the plan serves the interests of all shareholders as it is designed to protect the use of its tax attributes.

As part of the plan, on March 29, 2012, Myrexis’ Board of Directors declared a dividend of one preferred share purchase right for each share of Myrexis common stock outstanding as of April 9, 2012. Any shares of Myrexis common stock issued after the record date will be issued together with the rights. The rights are not currently exercisable and initially will trade only with shares of Myrexis common stock. However, effective upon the initial public announcement of the Rights Agreement, if any person or group acquires 4.99% or more of the outstanding shares of Myrexis common stock, or if a person or group that already owned 4.99% or more of Myrexis common stock at such time acquires additional shares representing 0.1% or more of the outstanding shares of Myrexis common stock, then, subject to certain exceptions, there would be a triggering event under the plan and the rights would separate from the common stock and become exercisable for shares of Myrexis common stock having a market value equal to twice the exercise price, resulting in significant dilution in the ownership interest of the acquiring person or group. Myrexis’ Board of Directors has the discretion to exempt in advance any acquisition of common stock from the provisions of the plan if it determines that doing so would not limit or impair the availability of the NOLs. Myrexis’ Board of Directors also has the ability to terminate the plan at any time, including but not limited to in connection with a transaction, if it determines that doing so would be in the best interests of the shareholders.

The rights issued under the plan will expire on March 29, 2015. The rights may also expire on an earlier date upon the occurrence of certain events, including a determination by Myrexis’ Board that the Tax Benefits Preservation Rights Plan is no longer necessary for the preservation of tax attributes, or the beginning of a taxable year of Myrexis to which the Board determines that no tax attributes may be carried forward. The rights may also be redeemed, exchanged or terminated prior to their expiration.

(10) Commitments and Contingencies

MGI had entered into a license agreement for exclusive rights to utilize certain intellectual property rights related to the drug candidate Azixa with Maxim Pharmaceuticals, Inc. and Cytovia, Inc. All licensed rights of Maxim and Cytovia were subsequently acquired by EpiCept Corporation, and Maxim, Cytovia and

F-19

EpiCept are collectively referred to herein as EpiCept. Pursuant to the separation agreement with MGI, Myrexis assumed all rights and obligations under this license agreement, including an obligation to pay EpiCept milestone payments upon the occurrence of potential future events.

In September 2011, Myrexis announced that it had suspended any further development of Azixa. On August 28, 2012, Myrexis provided EpiCept notice of termination of the license agreement following its election to terminate all of its efforts to develop and commercialize Azixa in any major market as such products and markets are defined in the agreement. As a result of the termination of the agreement, all rights and licenses granted under the agreement by EpiCept have terminated and reverted to EpiCept. Myrexis has no further obligation for royalty or milestone payments to EpiCept as a result of this notice to terminate.

Various legal claims have been filed against Myrexis that relate to the ordinary course of business and are currently pending resolution. In the opinion of management and upon consultation with legal counsel, the ultimate resolution of these matters is not expected to have a material adverse effect on the financial position or future results of operations of Myrexis.

(11) Other Income

Other income was $0.6 million, $1.7 million and $1.2 million for the years ended June 30, 2012, 2011 and 2010, respectively. Other income in the year ended June 30, 2012 includes interest income, realized gains on Myrexis’ marketable securities and $0.3 million in gains on the disposal of equipment. Other income in the year ended June 30, 2011 includes a one-time $1.2 million grant received in November 2010 as a part of the qualifying therapeutic discovery project under section 48D of the Internal Revenue Code, interest income and realized gains on Myrexis’s marketable securities. Other income for the same period in 2010 reflects interest income and realized gains on Myrexis’s marketable securities, offset by a loss on disposal of assets of $0.2 million.

(12) Reorganization

On November 18, 2011, Myrexis announced a corporate reorganization reducing the Company’s workforce by 20%. In connection with this announcement, the Company recorded severance costs of approximately $0.6 million. These expenses are reflected in the statement of operations, including $50,000 in general and administrative and $550,000 in research and development for the year ended June 30, 2012.

On March 1, 2012, Myrexis announced an alignment of the Company’s resources following the February 2012 announcement to suspend development activities of all its preclinical and clinical programs. The alignment included a phased reduction in the Company’s workforce. The Company currently has 10 employees. In connection with the resource alignment, the Company recorded severance costs of approximately $3.6 million in the year ended June 30, 2012. Of this amount, $2.5 million was paid during the year ended June 30, 2012, and $1.1 million was accrued and is expected to be paid during the first fiscal quarter of 2013. These expenses are reflected in the statement of operations, including $1.0 million in general and administrative and $2.6 million in research and development for the year ended June 30, 2012.

In addition, Myrexis recorded severance expenses of $0.7 million related to the departure of Adrian Hobden, former President and CEO and Wayne Laslie, former COO. These expenses are reflected in the statement of operations in general and administrative for the year ended June 30, 2012.

On May 11, 2012, Myrexis announced its Board of Directors had appointed Richard B. Brewer as President and Chief Executive Officer, and David W. Gryska as Chief Operating Officer. In addition, both Mr. Brewer and Mr. Gryska were appointed to Myrexis’ Board of Directors. In connection with these management changes, Robert J. Lollini stepped down as President and Chief Executive Officer and will continue on Myrexis’ Board for a transition period through November 15, 2012. The Company recorded severance expense of $0.8 million for Mr. Lollini in addition to severance costs previously mentioned during the year ended June 30, 2012. This severance was paid during the year ended June 30, 2012.

On August 15, 2012, Myrexis announced the death of its President and Chief Executive Officer, Richard B. Brewer. David W. Gryska is currently serving as the acting President and Chief Executive Officer while the Board of Directors considers succession plans.

F-20

Also, in conjunction with the March 2012 reorganization, the Company determined that there were indicators of impairment of certain fixed assets, based on quoted market prices, and evaluated whether the carrying value of assets with impairment indicators is recoverable. Management concluded that $281,000 of impairment loss should be recognized during the year. This expense is reflected in the statement of operations in general and administrative for the year ended June 30, 2012.

The Company has evaluated its equipment and management has committed to a plan to sell the Company’s laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $1.0 million. Equipment held for sale is no longer subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. The Company expects to sell these assets by the end of calendar year 2012.

F-21

EXHIBIT INDEX

Exhibit Number

Exhibit Description

Filedwith thisReport

Incorporated byReference hereinfrom Form orSchedule

FilingDate

SEC File /RegistrationNumber

2.1

Separation and Distribution Agreement, dated June 30, 2009, by and between the Registrant and Myriad Genetics, Inc.

8-K (Exhibit 2.1)

7/7/09

001-34275

3.1

Amended and Restated Certificate of Incorporation of the Registrant

10-K (Exhibit 3.1)

9/13/10

001-34275

3.1.1

Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock

10-K (Exhibit 3.1.1)

9/13/10

001-34275

3.1.2

Certificate of Amendment to Restated Certificate of Incorporation of the Registrant

10-K (Exhibit 3.1.2)

9/13/10

001-34275

3.1.3

Amended Certificate of Designation, Rights and Preferences of Series A Junior Participating Preferred Stock

8-K (Exhibit 3.1)

3/30/12

001-34275

3.2

Amended and Restated Bylaws of the Registrant

10-K (Exhibit 3.2)

9/13/10

001-34275

4.1

Form of Common Stock Certificate of the Registrant

4.2

Shareholder Rights Agreement between the Registrant and American Stock Transfer & Trust Company, LLC, dated June 30, 2009, which includes as Exhibit B the form of Right Certificate

8-A (Exhibit 4.1)

6/30/09

001-34275

4.2.1

First Amendment, dated March 29, 2012, to Shareholder Rights Agreement by and between the Registrant and American Stock Transfer & Trust Company, LLC, dated June 30, 2009

8-K (Exhibit 4.1)

3/30/12

001-34275

4.3

Tax Benefits Preservation Rights Agreement by and between the Registrant and American Stock Transfer & Trust Company, LLC, dated March 29, 2012, which includes as Exhibit B the Form of Right Certificate

8-K (Exhibit 4.2)

3/30/12

001-34275

Lease Agreements

10.1

Sublease Agreement, effective July 1, 2009, by and between the Registrant and Myriad Genetics, Inc.

8-K (Exhibit 10.2)

7/7/09

001-34275

10.1.1

Amendment No. 1, effective November 11, 2009, to Sublease Agreement, effective July 1, 2009, by and between the Registrant and Myriad Genetics, Inc.

10-Q (Exhibit 10.1)

11/12/09

001-34275

10.1.2

Amendment No. 2, dated February 19, 2010, to Sublease Agreement, effective July 1, 2009, by and between the Registrant and Myriad Genetics, Inc.

10-Q (Exhibit 10.2)

5/17/10

001-34275

Equity Compensation Plans

*10.2

2009 Employee, Director and Consultant Stock Plan, as amended (the “2009 Plan”)

Exhibit Number

Exhibit Description

Filedwith thisReport

Incorporated byReference hereinfrom Form orSchedule

FilingDate

SEC File /RegistrationNumber

*10.2.1

Form of Stock Option Agreement under the 2009 Plan

10/A (Exhibit 10.6.1)

6/8/09

001-34275

*10.2.2

Form of Restricted Stock Unit Agreement under the 2009 Plan

10/A (Exhibit 10.6.2)

6/8/09

001-34275

*10.2.3

Form of Incentive Stock Option Agreement under the 2009 Plan for Rollover Options issued under the Myriad Genetics, Inc. 2003 Employee, Director and Consultant Stock Option Plan, as amended (the “MGI 2003 Plan”)

10/A (Exhibit 10.6.3)

6/8/09

001-34275

*10.2.4

Form of Non-Qualified Stock Option Agreement under the 2009 Plan for Rollover Options issued under the MGI 2003 Plan

10/A (Exhibit 10.6.4)

6/8/09

001-34275

*10.2.5

Form of Incentive Stock Option Agreement

Filing Compare · Myrexis, Inc.