Edgar Filing: SAMARITAN PHARMACEUTICALS INC

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934, as amended

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)

Samaritan Pharmaceuticals, Inc.

(Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

SAMARITAN PHARMACEUTICALS, INC.
101 CONVENTION CENTER DRIVE, SUITE 310
LAS VEGAS, NEVADA 89109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2006

The 2006 annual meeting (the "Annual Meeting") of the stockholders (the
"Stockholders") of Samaritan Pharmaceutical Inc., a Nevada corporation (the
"Company"), will be held on Wednesday, May 31, 2006 at 10:00a.m. Pacific
Standard Time at The Stirling Club, 2827 Paradise Road, Las Vegas, NV, for the
following purposes:

1. To elect two (2) directors to serve on the Company's board of
directors (the "Board") until their successors are elected and duly qualified;

2. To consider, approve and ratify the appointment of SHERB & CO., LLP
as our independent auditors for the fiscal year ending December 31, 2006; and

3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The foregoing matters are described in more detail in the enclosed
proxy statement (the "Proxy Statement"). The Board has fixed the close of
business on April 6, 2006 as the record date for the determination of the
Stockholders entitled to notice of, and to vote at, the Annual Meeting or any
postponement or adjournment thereof. Only those Stockholders of record of the
Company as of the close of business on April 6, 2006, will be entitled to vote
at the Annual Meeting or any postponement or adjournment thereof.

All Stockholders entitled to vote are cordially invited to attend the
Annual Meeting in person. Whether or not you plan to attend, please sign and
return the enclosed proxy as promptly as possible in the envelope enclosed for
your convenience. Should you receive more than one (1) proxy because your shares
are registered in different names and addresses, each proxy should be signed and
returned to ensure that all your shares will be voted. You may revoke your proxy
at any time prior to the Annual Meeting. If you attend the Annual Meeting and
vote by ballot, your Proxy will be revoked automatically and only your vote at
the Annual Meeting will be counted.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Janet Greeson, Ph.D.
--------------------------
Janet Greeson, Ph.D.
Chairman of the Board
Chief Executive Officer

Las Vegas, Nevada
April 20, 2006

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, AND COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.

SAMARITAN PHARMACEUTICALS INC.
101 CONVENTION CENTER DRIVE, SUITE 310
LAS VEGAS, NEVADA 89109

PROXY STATEMENT

TABLE OF CONTENTS

Page

PROXY STATEMENT..............................................................1
GENERAL INFORMATION ABOUT VOTING.............................................1
PROPOSAL NO. 1: ELECTION OF DIRECTORS........................................2
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF AUDITORS......................3
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES..............................6
THE BOARD OF DIRECTORS AND COMMITTEES........................................9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............9
EXECUTIVE COMPENSATION......................................................11
STOCKHOLDER PROPOSALS.......................................................15
OTHER MATTERS...............................................................15

SAMARITAN PHARMACEUTICALS, INC.
101 CONVENTION CENTER DRIVE, SUITE 310
LAS VEGAS, NEVADA 89109

PROXY STATEMENT

Your vote at the Annual Meeting is important to us. Please vote your
shares of the Company's common stock by completing the enclosed proxy card and
returning it to us in the enclosed envelope. This Proxy Statement has
information about the Annual Meeting and was prepared by our management for the
Board. This Proxy Statement and the accompanying proxy card are being mailed to
you on or about April 17, 2006.

GENERAL INFORMATION ABOUT VOTING

Who may vote?

You may vote your shares of common stock if our records show that you
owned shares on April 6, 2006. A total of 141,155,238 shares of common stock may
vote at the Annual Meeting. You are entitled to one (1) vote for each share of
common stock you own. The enclosed proxy card shows the number of shares you may
vote.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the Annual Meeting. Sign and date the proxy card
and mail it back to us in the enclosed envelope. The proxy holders named on the
proxy card will vote your shares as you instruct. If you sign and return the
proxy card but do not vote on a proposal, the proxy holders will vote for you on
that proposal. Unless you instruct otherwise, the proxy holders will vote for
each of the director nominees and for each of the other proposals to be
considered at the meeting.

What if other matters come up at the Annual Meeting?

The matters described in this Proxy Statement are the only matters we
know will be voted on at the Annual Meeting. If other matters are properly
presented at the meeting, the proxy holders will vote your shares as they see
fit.

May I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you may change your
vote either by providing to Ms. Kristi Eads, our Corporate Secretary (our
"Corporate Secretary") a written notice revoking your proxy card or by signing,
dating, and returning to us a new proxy card. We will honor the proxy card with
the latest date.

May I vote in person at the Annual Meeting rather than by completing the proxy
card?

Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you may attend the Annual Meeting and vote
your shares in person.

What do I do if my shares are held in "street name"?

If your shares are held in the name of your broker, a bank, or other
nominee, that party should give you instructions for voting your shares.

How are votes counted?

We will hold the Annual Meeting if holders of a majority of the shares
of common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will be
counted to determine whether we have a quorum even if you abstain or fail to
vote on any of the proposals listed on the proxy card.

If your shares are held in the name of a nominee, and you do not inform
the nominee by June 1, 2006 how to vote your shares (so-called "Broker
Non-Votes"), the nominee may vote them as it sees fit only on matters that are
determined to be routine, and not on any other proposal. Broker Non-Votes will
be counted as present to determine if a quorum exists but will not be counted as
present and entitled to vote on any non-routine proposal.

Who pays for this proxy solicitation?

We do. The Company will bear the entire cost of solicitation, including
the preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy and any additional solicitation materials furnished to stockholders.
Copies of solicitation materials will be furnished to brokerage houses,
fiduciaries, and custodians holding shares in their names that are beneficially
owned by others so that they may forward this solicitation material to such
beneficial owners. In addition, the Company may reimburse such persons for their
costs in forwarding the solicitation materials to such beneficial owners. In
addition to sending you these materials, some of our employees may contact you
by telephone, by mail or in person. None of these employees will receive any
extra compensation for doing this. The Company has also engaged Securities
Transfer Corp. ("STC") to provide routine advice and services for proxy
solicitation. STC will receive a fee of approximately Five Thousand Dollars
($5,000) for such advice and services which will be paid by the Company.

Stockholder proposals to be presented at next annual meeting.

In order for stockholder business to be included in the Company's proxy
statement for a meeting or properly brought before that meeting by a
stockholder, the stockholder must have given timely notice in writing to our
Corporate Secretary. A stockholder proposal for the 2007 annual meeting must be
received at the Company's principal executive offices at 101 Convention Center
Drive, Suite 310, Las Vegas, NV 89109 not later than February 28, 2007 to be
considered timely. Inclusion of stockholder proposals in the Company's proxy
statement for a meeting also requires satisfaction of certain conditions
established by the U.S. Securities and Exchange Commission ("SEC").

PROPOSAL NO. 1: ELECTION OF DIRECTORS

General

The Company's Bylaws provide that our Board shall consist of eight (8)
directors that shall be divided into three (3) classes. A single class of
directors shall be elected each year at the annual meeting, and each director
shall be elected to serve for a term ending on the date of the third annual
meeting of stockholders after his election and until his successor has been
elected and duly qualified, subject to any transition periods.

Two (2) directors in total are to be elected at the Annual Meeting.
These two (2) directors shall be elected to Class II and shall be elected to
serve until the 2009 annual meeting. Each director elected shall serve until his
successor is elected and duly qualified. The board has nominated two (2) members
to Class II, and in the event any nominee is unable or unwilling to serve as a
nominee, the proxies may be voted for any substitute nominee designated by the
present Board or the proxy holders to fill such vacancy. Our Board has no reason
to believe that the persons named will be unable or unwilling to serve as
nominees or as directors if elected.

Nominees as Class II Directors - Terms Expire 2009

Mr. Eugene J. Boyle. Mr. Boyle is a co-founder of Samaritan, has served
as a Director since 2000 and has served as Chief Financial Officer and Chief
Operations Officer since June 16, 2000. Mr. Boyle attended the University of
Notre Dame and received a BSE from Tulane University. He is a veteran of the
U.S. Navy serving as a Lt. during the Gulf War. Upon discharge, he then returned
to graduate school earning his MBA in Entrepreneurship from Babson College in
Boston, Massachusetts, and his Juris Doctor from Concord Law School in Los
Angeles, California. He devotes his time to the business development aspects of
Samaritan, SEC filings, patent prosecution and numerous other legal and business
affairs. Mr. Boyle is also a founder of the "Samaritan Innovative Science
Foundation", dedicated to provide free HIV drugs to children of the world; a
BioFutureBus to further science with children; and to develop often overlooked
orphan drugs for the benefit of the world community. In the past, Mr. Boyle was
employed by Columbia/HCA (NYSE:HCA) and has served on the Advisory Board of
Nevada Gold and Casinos (AMEX:UWN). Mr. Boyle is a Charted Financial Analyst
candidate and has passed the Series 7 and 63 securities brokerage registered
representative exams, although he is not a practicing representative.

Ms. Cynthia C. Thompson. Ms. Thompson has served as a Director since
1999 and is the Chairman of the Compensation and Governance Committee. Ms.
Thompson is President/CEO and founder of Quest Entertainment, Inc. She leads
Quest's efforts in providing technology solutions to the gaming industry
focusing primarily on slot machines and table game innovations. She began her
extensive financial background in corporate finance and institutional sales at
leading Wall Street investment firms. Ms. Thompson also serves on the Board of
Restaurant Connections International, Inc. and is a founder and financial
advisor to Nevada Gold & Casinos, Inc. (AMEX:UWN).

Required Vote

Unless otherwise instructed, the proxy holders will vote the proxies
received by them "FOR" the nominees named above. The two (2) candidates
receiving the highest number of affirmative votes of the shares represented and
voting on this particular matter at the Annual Meeting will be elected directors
of the Company, to serve their respective terms and until their successors have
been elected and duly qualified.

Recommendation of the Board

The Board recommends that the Stockholders vote "FOR" the election of
the nominees above.

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF AUDITORS

General

The Board, upon the recommendation of its Audit Committee, has ratified
the selection of SHERB & CO., LLP to serve as our independent registered public
accounting firm for the fiscal year ended December 31, 2006, subject to
ratification by our Stockholders.

Representatives of SHERB & CO., LLP will be present at the Annual
Meeting to answer questions. They also will have the opportunity to make a
statement if they desire to do so.

We are asking our stockholders to ratify the selection of SHERB & CO.,
LLP as our independent registered public accounting firm. Although ratification
is not required by our Bylaws or otherwise, the Board is submitting the
selection of SHERB & CO., LLP to our stockholders for ratification because we
value our stockholders' views on the Company's independent registered public
accounting firm and as a matter of good corporate practice. In the event that
our stockholders fail to ratify the selection, it will be considered as a
direction to the Board and the Audit Committee to consider the selection of a
different firm. Even if the selection is ratified, the Audit Committee in its
discretion may select a different independent registered public accounting firm,
subject to ratification by the Board, at any time during the year if it
determines that such a change would be in the best interests of the Company and
our Stockholders.

Audit and Non-Audit Fees

The following table presents fees for professional audit services
rendered by SHERB & CO., LLP for the audit of the Company's annual financial
statements for the fiscal years ended December 31, 2005 and December 31, 2004,
and fees billed for other services rendered by SHERB & CO LLP during those
periods:

2005 2004
-------- --------
Audit fee: $33,000 $27,000
Audit-related fees: $ 9,000 $ 7,500
Tax fees: $ - $ -
Other: $ 1,385 $ 795
-------- --------
Total: $43,385 $35,295

Audit fees consisted principally of audit work performed on the
consolidated financial statements and internal control over financial reporting,
as well as work generally only the independent registered public accounting firm
can reasonably be expected to provide, such as statutory audits. The Company
generally does not engage SHERB & CO LLP, for other services, other than Edgar
services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Registered Public Accounting Firm

Consistent with SEC rules regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent registered public accounting firm. In recognition of
this responsibility, the Audit Committee has established a policy to pre-approve
all audit and permissible non-audit services provided by the independent
registered public accounting firm.

Prior to engagement of the independent registered public accounting
firm for the next year's audit, management will submit a list of services and
related fees expected to be rendered during that year within each of categories
of services to the Audit Committee for approval.

Audit services include audit work performed on the financial statements
and internal control over financial reporting, as well as work that generally
only the independent registered public accounting firm can reasonably be
expected to provide, including comfort letters, statutory audits and discussions
surrounding the proper application of financial accounting and/or reporting
standards.

Audit-Related services are for assurance and related services that are
traditionally performed by the independent registered public accounting firm,
including due diligence related to mergers and acquisitions, employee benefit
plan audits, and special procedures required to meet certain regulatory
requirements.

Tax services include all services, except those services specifically
related to the audit of the financial statements, performed by the independent
registered public accounting firm's tax personnel, including tax analysis;
assisting with coordination of execution of tax-related activities, primarily in
the area of corporate development; supporting other tax-related regulatory
requirements; and tax compliance and reporting.

All Other services are those services not captured in the audit,
audit-related or tax categories.

The Company generally does not request such services from the
independent registered public accounting firm. Prior to engagement, the Audit
Committee pre-approves independent public accounting firm services within each
category and the fees for each category are budgeted. The Audit Committee
requires the independent registered public accounting firm and management to
report actual fees versus the budget periodically throughout the year by
category of service. During the year, circumstances may arise when it may become
necessary to engage the independent registered public accounting firm for
additional services not contemplated in the original pre-approval categories. In
those instances, the Audit Committee requires specific pre-approval before
engaging the independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one (1) or
more of its members. The member to whom such authority is delegated must report,
for informational purposes only, any pre-approval decisions to the Audit
Committee at its next scheduled meeting.

Audit Committee Report

The Audit Committee of the Board is composed of two (2) independent
directors. The Audit Committee operates under a written charter adopted by the
Board and attached as Exhibit A to proxy statement filed with the SEC on April
3, 2001.

The Audit Committee is responsible for overseeing the Company's
financial reporting process on behalf of the Board. The members of the Audit
Committee consist of independent directors Mr. H. Thomas Winn and Ms. Cynthia C.
Thompson. Each year, the Audit Committee recommends to the Board, subject to
stockholder ratification, the selection of the Company's independent auditors.

Management is responsible for the Company's financial statements and
the financial reporting process, including internal controls. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and for issuing a report thereon. The Audit Committee's responsibility
is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with
management and SHERB & CO., LLP. Management represented to the Committee that
the Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the consolidated financial statements with management and the
independent auditors. The Audit Committee discussed with SHERB & CO., LLP the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). These matters included a discussion of
SHERB & CO., LLP's judgments about the quality (not just the acceptability) of
the Company's accounting principles as applied to financial reporting.

SHERB & CO., LLP also provided the Audit Committee with the written
disclosures and letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with SHERB & CO., LLP that firm's independence. The Audit Committee
further considered whether the provision by SHERB & CO., LLP of the non-audit
services described elsewhere in this proxy statement is compatible with
maintaining the auditors' independence.

Based upon the Audit Committee's discussion with management and the
independent auditors and the Audit Committee's review of the representation of
management and the disclosures by the independent auditors to the Audit
Committee, the Audit Committee recommended to the Board that the Company's
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2005, for filing with the
SEC. The Audit Committee and the Board have also recommended the selection of
SHERB & CO., LLP as the Company's independent auditors for 2006, subject to
stockholder ratification.

The Audit Committee Report does not constitute soliciting material, and
shall not be deemed to be filed or incorporated by reference into any other
Company filing under the Securities Act of 1933, as amended, or the Exchange
Act, except to the extent that the Company specifically incorporates the Audit
Committee Report by reference therein.

The Audit Committee:

Mr. H. Thomas Winn (Chairman)
Ms. Cynthia C. Thompson

Required Vote

The affirmative vote of a majority of the votes cast in person or by
proxy at the Annual Meeting will be required to ratify the appointment of SHERB
& CO., LLP as our independent auditors for the fiscal year ending December 31,
2006. Broker non-votes and abstentions are not treated as votes cast for this
purpose and have no effect on the outcome of the vote.

Recommendation of the Board of Directors

The Board unanimously recommends that the Stockholders vote "FOR" the
ratification of SHERB & CO., LLP as our independent registered public accounting
firm for 2006.

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth the name, age and position of our executive
officers, Directors, key employees and key consultants as of the date hereof:

Name Age Served Since Positions with Company
--------------------------------- --- ------------ --------------------------------------------

Dr. Janet R. Greeson (1)(2)(3) 62 10/19/1997 CEO, President and Chairman of the Board
Mr. Eugene J. Boyle (4) 40 05/20/2000 CFO, COO and Director
Dr. Thomas Lang 55 06/20/2004 Chief Drug Development Officer
Ms. Kristi C. Eads 36 11/20/2000 Vice President of Investor Relations and
Corporate Secretary
Mr. George Weaver 40 07/20/2003 Regulatory Affairs Officer
Dr. Laurent Lecanu (2)(5) 38 6/10/2005 Director
Mr. Douglas D. Bessert (5) 48 03/20/2001 Director
Dr. Erasto R. C. Saldi (1)(2)(3) 46 05/20/2003 Director
Mr. Welter Holden (1)(3)(7) 75 10/19/1997 Director
Mr. H. Thomas Winn (5)(6) 65 03/19/1999 Director
Ms. Cynthia C. Thompson (1)(4)(6)(7) 46 03/19/1999 Director
Dr. Vassilios Papadopoulos (2) 45 03/20/2001 Chief Scientist and Key Consultant
Dr. Christos Dakas 45 06/29/2005 Managing Director, Samaritan Pharmaceuticals
Europe

_______________
(1) Member of the Nominating Committee.
(2) Member of the Science and Technology Advisory Committee.
(3) Class I Director, term expires 2007.
(4) Class II Director, new term expires 2009.
(5) Class III Director, term expires 2008.
(6) Member of the Audit and Finance Committee.
(7) Member of the Compensation and Governance Committee.

Dr. Janet R. Greeson. Dr. Greeson has served as the Company's CEO,
President and Chairman of the Board since October 30, 2000 and has led the bold
initiative that transformed Samaritan from a "one drug" Company to an innovative
"Drug Development Pipeline" Biopharmaceutical Company. She strategically created
a long-term value and growth model, with the Samaritan/Georgetown University
collaboration; and intends to duplicate this growth model with other top tier
Universities, as a solid strategy to continually build Samaritan's value and
sustain its future profitability. Dr. Greeson is a successful healthcare
professional with over two (2) decades of corporate experience focused on
emerging growth situations, leadership development, and mergers and
acquisitions. Although she has worked with Samaritan for nine (9) years, as CEO
for the past four (4) years she has demonstrated a relentless perseverance and
determination to succeed in the face of unrelenting change. She is extremely
motivated and equipped to attack problems and seize realistic opportunities,
with capability, courage and confidence. Dr. Greeson is a co-inventor of
eighteen (18) patent applications, and presently has nine "peer reviewed"
journal publications. She is a best selling author of "It's Not What You Are
Eating, It's What's Eating You"; and a renowned public speaker, whose guest
appearances on numerous radio and TV Talk shows, has opened the door to tell the
Samaritan story, in a concise and professional manner. Dr. Greeson has an
eclectic past, once working with Mother Theresa and was privileged to be the
U.S. Congressional Nominee for the State of Nevada in 1994, winning the primary
without spending a dollar to campaign. She currently fulfills her altruistic
energies with the Samaritan Innovative Science Foundation. Dr. Greeson holds a
BA, from Florida Technological University in 1978; an MA from Rollins College in
1979; and a PhD from Columbia Pacific University in 1987.

Mr. Eugene J. Boyle. Please see Section herein entitled "Proposal No.
1: Election of Directors" for Mr. Boyle's biography.

Dr. Thomas Lang. Dr. Lang has served as the Chief Drug Development
Officer for Samaritan since 2004. Prior to joining the Company he was the CEO
and President of Strategic Development Consulting in 2003 and the former Vice
Chairman and President of Serono Inc. the U.S. Company of Serono, S.A., the
world's third largest biotech company from 1995 through 2003. Dr. Lang is a
highly regarded senior executive with over twenty-five (25) years of experience
in the pharmaceutical and biotech industry. Dr. Lang holds technical degrees in
Chemistry and Pharmacy, an MBA degree, a Ph.D. degree and is a registered
pharmacist in the State of New Jersey. Prior to founding Strategic Development
Consulting, Dr. Lang had a very successful career with such companies as
Ciba-Geigy, Janssen, Warner-Lambert, Organon, and, most recently, Serono. After
joining Serono in 1995, Dr. Lang held increasingly senior executive level
positions within Serono while successfully guiding the company's short and
long-term tactical and strategic planning for overall product development and
commercialization of its traditional and advanced biotech products in the
therapeutic areas of Fertility, Growth, Metabolism & Immunology, and Multiple
Sclerosis in the U.S. This has lead to the commercialization of seven (7)
products (five (5) of which were recombinant products), which currently account
for more than ninety-five percent (95%) of the Company's sales.

Ms. Kristi C. Eads. Ms. Eads has served as Vice President of Investor
Relations, for the Company since January of 2004 and Corporate Secretary since
January 26, 2004. Ms. Eads oversees all communications with the investment
community, both public and private. Ms. Eads brings with her a diverse
experience in investor and corporate relations, accounting and marketing. Prior
to joining Samaritan, Ms. Eads' work related experience in advertising, banking
and the political arena has enhanced her overall ability to communicate the
objectives of Samaritan. Ms. Eads has a Bachelor of Arts from the University of
Oregon and is a Juris Doctorate Degree candidate with Concord University.

Mr. George Weaver. Mr. Weaver has served as the Regulatory Affairs
Officer for Samaritan since 2003. Mr. Weaver majored in chemistry, minored in
business economics and was one of a select group of students to successfully
petition UCLA and participate in an accelerated Pre-Medicine/Medicine program.
After working as an environmental toxicology consultant for two (2) years, Mr.
Weaver earned a Bachelor's of Science in Environmental Engineering and assumed
an appointed position as Chair of Industry Waste Classification and Toxicology
Focus Group under the California Department of Toxic Substances Control
Regulatory Structure Update. Mr. Weaver also worked for and under contract with
the U.S. Navy Public Works Center. Mr. Weaver is responsible for several
environmental and toxicological advances within the Department of Defense
including a notable contribution to the DOD Uniform National Discharge Standards
(UNDS) guidelines created jointly with the United States Environmental
Protection Agency and the U.S. Coast Guard; development of the U.S. Navy's
toxicological profile guidelines for hazardous materials and wastes in San
Diego, California; and significant contribution to the development of Department
of Defense radiological, biohazardous, and infectious materials permitting
guidelines.

Dr. Laurent Lecanu, D.Pharm., Ph.D. Dr. Lecanu has served as a Director
since June 10, 2005. Dr. Lecanu received his D.Pharm. in pharmaceutical
chemistry and his Ph.D. in neuropharmacology from the School of Pharmaceutical
and Biological Sciences at University of Paris (V), Paris, France. Dr. Lecanu is
also a former Intern of Paris Hospitals, France, where he demonstrated
excellence in the management and performance of clinical trials for new
medications. Dr Lecanu's contribution to Samaritan Research Laboratories brings
more than seven (7) years experience in biomedical research. He is a highly
skilled specialist of "in vivo" experimental research (preclinical research),
mainly in the development of animal models for neurodegenerative diseases. He
also has several years of experience in biomedical research including the
development of novel therapeutic entities targeted to Alzheimer's disease. Dr
Lecanu's experience includes being a Research Associate Professor at the
Departments of Pharmacodynamics and Pharmaceutical Physiology at the School of
Pharmacy and Medicine of the University of Burgundy, France. In 2001, the French
National Academy of Pharmacy awarded him the Prize of the French Association for
Experimental Therapeutics. Dr. Lecanu manages the day-to-day operations of
Samaritan Laboratories at Georgetown University and is co-inventor on numerous
patents that Samaritan has licensed from Georgetown University.

Mr. Douglas D. Bessert. Mr. Bessert has served as a Director since 2001
and has shown an enormous ability to raise private capital with an extensive
network of contacts. Mr. Bessert has over twenty (20) years of financial and
investor relationship experience, with an emphasis in small entrepreneurial
companies. In the past, he served as a Branch Manager at a stock brokerage firm
in charge of nine (9) other brokers, handling all compliance and investor
problems for the office. Mr. Bessert was the Founder and CFO of Thorofare
Resources Inc., a regional oil and gas company with production and employees in
eight (8) states. He was also a financial consultant that managed portfolios for
over two hundred and thirty (230) clients and managing in excess of $43,000,000
in assets. During his tenure as a financial consultant, he was heavily involved
in leveraged buyouts, raising private capital and acquisitions of many entities.
Mr. Bessert received his BS in Marketing from the University of Wyoming.

Dr. Erasto R. C. Saldi. Dr. Saldi has served as a Director of the
Company since 2003. Currently, Dr. Saldi is setting up a network of primary
clinics in Las Vegas with the intent of establishing these clinics as research
centers for clinical trials. From 1999 to 2004, Dr. Saldi was the Medical
Director of Fremont Medical Clinic, Desert Lane Care Center, and Cheyenne Care
Center, where he improved physician compliance and formulated patient care
protocols. From 1996 to 1997, he was Chief Resident, Internal Medicine and from
1997 to 1998 he served as Assistant Clinical Professor, Internal Medicine at the
University of Nevada School of Medicine, Las Vegas, Nevada Dr. Saldi has also
has extensive experience as an Internist, Principal Investigator and manager of
clinical research trials.

Mr. Welter "Budd" Holden. Mr. Holden is a co-founder, has served as a
Director since 1997 and is the Chairman of the Nomination Committee. Mr. Holden
has assisted the Company in recruiting and networking patients for clinical
trials. He is a well-known designer who has consulted with the rich and famous
throughout his whole life. He is a renowned networker and has presented
Samaritan to many of his past clients and venture capital groups, including
principals of pharmaceutical companies. Although for the past five (5) years Mr.
Holden has been an independent consultant providing architectural and interior
design advice, he devotes the majority of his time to Samaritan. Mr. Holden is
the Chairman of our Business Advisory Board and acts as liaison to the
"Samaritan Innovative Science Foundation". He received his B.A. in architectural
and interior design from the Pratt Institute in New York, New York.

Mr. H. Thomas Winn. Mr. Winn has served as a Director since 1999 and is
the Chairman of the Audit Committee. Mr. Winn has been Chairman, President and
CEO of Nevada Gold & Casinos, Incorporated (AMEX:UWN) ("UWN") since 1994. Under
Mr. Winn's leadership, UWN has successfully concentrated on acquisition and
development of premier gaming and entertainment venture, and is currently
involved in nine (9) gaming projects in Colorado, California, New York and
Arizona. Since 1983, Mr. Winn has served as President of Aaminex Capital
Corporation, a financial consulting and venture capital firm involved in food
and beverage, real estate, mining and environmental activities. Mr. Winn has
formed numerous investment limited partnership and capital formation ventures
ranging from motion pictures to commercial real estate and mining projects.

Ms. Cynthia C. Thompson. Please see Section herein entitled "Proposal
No. 1: Election of Directors" for Ms. Thompson's biography.

Dr. Vassilios Papadopoulos, D.Pharm., Ph.D. Dr. Papadopoulos had served
as a Director from 2001 through June 2005 and has been recently promoted into a
more prestigious position at Georgetown University, which has conflicted him out
of holding any position on Boards of public companies. His position as a "Key
Consultant" has resolved any conflict issues. He will continue to serve as Chief
Scientist of the Science and Technology Advisory Committee, which Committee
serves as an advisor to the Board. Dr. Papadopoulos is Professor and Chair at
the Department of Biochemistry & Molecular Biology at Georgetown University
Medical Center. Dr. Papadopoulos and his group of scientists originally assisted
Samaritan with work on using Procaine (HCL) to control stress-induced cortisol
production by the human adrenal cells. Dr. Papadopoulos has over twenty (20)
years of experience and over one hundred forty (140) peer review article
publications in the Biopharmaceutical field and numerous patents in the field of
steroid biosynthesis, Alzheimer's disease and cancer.

Dr. Christos Dakas, D.Pharm., Ph.D. Dr. Christos Dakas, joined
Samaritan in June 2005 to oversee European operations, including Samaritan
Ireland Pharmaceuticals, Limited. Prior to joining Samaritan, Dr. Dakas had a
successful career in various executive positions with Gerolymatos, Genesis
Pharma, and most recently Arriani Pharmaceuticals. A pharmaceutical chemist by
training with a number of published papers, he holds degrees from the University
of Toronto, Kings College of University of London, and the University of Wales
in Cardiff.

THE BOARD OF DIRECTORS AND COMMITTEES

The Board held in person meetings, conference calls or unanimous
consents fourteen (14) times during the fiscal year ended December 31, 2005, of
which fourteen (14) were unanimous actions adopted by the Board. All of our
directors attended one hundred percent (100%) of the aggregate of the total
number of meetings of the Board. The Company has formed, by determination of the
Board, an Audit Committee, with the Independent Director Mr. H. Thomas Winn as
Chairman, who is independent and a financial expert as used in Item 7(d)(3)(iv)
of Schedule 14 A (240.14a-101 of this chapter) under the Exchange Act. The Audit
Committee held four (4) meetings during the fiscal year ended December 31, 2005.
The Compensation Committee, with Independent Director Ms. Cynthia C. Thompson as
Chairman held two (2) meetings during the fiscal year ended December 31, 2005.
The Nomination Committee, with Independent Director Ms. Cynthia C. Thompson, as
Chairman held one (1) meeting during the fiscal year ended December 31, 2005.

Class I directors shall serve until the 2007 annual meeting, Class II
directors shall be elected to serve until the 2009 annual meeting and Class III
directors shall be elected to serve until the 2008 annual meeting. Each director
elected shall serve until his successor is elected and duly qualified.

The Board currently does have a nominating committee that believes
members of the Board must possess certain basic personal and professional
qualities in order to properly discharge their fiduciary duties to stockholders,
provide effective oversight of the management of the Company and monitor the
Company's adherence to principles of sound corporate governance. Although there
are formal procedures for you to nominate persons to serve as directors, the
Board will consider recommendations from you, which should be addressed to
Samaritan Pharmaceuticals, Inc., 101 Convention Center Drive, Suite 310, Las
Vegas, Nevada 89109. Our officers are elected by our Board and serve until the
earlier of their resignation or removal, or until their successors have been
duly elected and qualified.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the
SEC. Except as indicated by footnote, to our knowledge, the persons named in the
table below have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them. Options to purchase shares of
the Company's common stock that are exercisable within sixty (60) days of April
6, 2006 are deemed to be beneficially owned by the person holding such options
for the purpose of computing ownership of such person, but are not treated as
outstanding for the purpose of computing the ownership of any other person.
Applicable percentage of beneficial ownership is based on 141,115,238 shares of
common stock outstanding as of April 6, 2006.

The following table sets forth information we know with respect to the
beneficial ownership of our common stock as of April 6, 2006, for each person or
group of affiliated persons, whom we know to beneficially own more than 5% of
our common stock. The table also sets forth such information for our directors
and executive officers, individually and as a group. The address for each listed
stockholder is: c/o Samaritan Pharmaceuticals, Inc., 101 Convention Center
Drive, Suite 310, Las Vegas, Nevada 89109.

Percentage of
Total Number of Total
Number of Options and Number of Shares
Shares Options Shares and Options
Beneficially Beneficially Beneficially Beneficially
Beneficial Owner Owned Owned Owned Owned
-------------------------------------- ------------ -------------- ---------------- -----------------

Dr. Janet Greeson 4,447,642 11,679,902 16,127,544 11.4%
Mr. Eugene Boyle 1,507,106 8,036,116 9,543,222 6.8%
Mr. Thomas Lang 107,143 1,325,000 1,432,143 1.0%
Ms. Kristi Eads 345,000 -0- 345,000 *
Mr. George Weaver -0- 50,000 50,000 *
Dr. Laurent Lecanu 50,000 -0- 50,000 *
Mr. Douglas D. Bessert 20,000 -0- 20,000 *
Dr. Erasto R.C. Saldi - 25,000 25,000 *
Mr. Welter "Budd" Holden 2,509,421 200,000 2,709,421 2.0%
Mr. H. Thomas Winn 140,000 100,000 240,000 *
Ms. Cynthia C. Thompson 643,555 100,000 743,555 *
All Executive officers and directors
as a group (eleven persons) 9,769,867 21,516,018 31,285,885 21.2%
Dr. Vassilios Papadopoulos 100,000 1,500,000 1,600,000 1.1%
Dr. Christos Dakas - 100,000 100,000 *

*Less than one percent (1%)

If an officer or director had previously elected to exercise options or
deferred compensation through a program that involves the crediting of deferred
shares of the Company's common stock held pursuant to the Trust under Samaritan
Pharmaceuticals, Inc. Executive Benefit Plan (the "Rabbi Trust") for
distribution to the executive after termination of employment, the shares were
excluded from the above calculation. As of April 6, 2006, the Company has issued
31,895,749 shares into the Rabbi Trust with the following credit allocation: Dr.
Janet Greeson (13,298,509), Mr. Eugene J. Boyle (10,925,186), Mr. Doug Bessert
(4,855,855), Dr. Vassilios Papadopoulos (1,497,845), Mr. George Weaver
(675,117), Mr. Welter Holden (518,237), Ms. Cynthia C. Thompson (100,000), Mr.
H. Thomas Winn (80,000), and Dr. Erasto R. C. Saldi (20,000).

EXECUTIVE COMPENSATION

The Compensation and Governance Committee (the "Compensation
Committee") of the Board administers our executive compensation program. Each
member of the Committee is a non-employee and an independent director. The
Compensation Committee is responsible for establishing salaries and
administering the incentive programs for our Chief Executive Officer and other
executive officers.

Compensation Philosophy

The Compensation Committee has designed the Company's compensation
program based on the philosophy that all of our executives are important to our
success, with our executive officers setting the direction of our business and
having overall responsibility for our results. As with other pharmaceutical
companies, we operate in a highly competitive and difficult economic
environment. Accordingly, the Compensation Committee has structured the
Company's compensation to accomplish several goals: (a) to attract and retain
very talented individuals, (b) to reward creativity in maximizing business
opportunities and (c) to enhance stockholder value by achieving our short-term
and long-term business objectives.

Base Salary

The Compensation Committee considers peer data as well as individual
performance when approving base salaries for executive officers. The
Compensation Committee evaluates individual performance based on the achievement
of corporate or divisional operating goals and subjective criteria, as well as
the Chief Executive Officer's evaluation of the other executive officers. No
specific weight is assigned to any particular factor. Dr. Greeson, Mr. Boyle and
Dr. Thomas Lang each have employment agreements negotiated at arm's length with
the Compensation and Governance Committee, and each such agreement provides for
a minimum annual base salary. In setting base salaries, the Board has considered
(a) the contributions made by each executive to our Company, (b) compensation
paid by peer companies to their executive officers and (c) outside compensation
reports.

Stock Options

The short and long-term compensation program includes stock options
granted under the Amended Samaritan Pharmaceuticals, Inc. 2001 Stock Incentive
Plan and the Samaritan Pharmaceuticals, Inc. 2005 Stock Incentive Plan
(together, the "Plans") as well as non-qualified stock options. The Plans are
designed to (a) reward executives for achieving long-term financial performance
goals over a three (3) year to ten (10) year period, (b) provide retention
incentives for executives and (c) tie a significant portion of an executive's
total compensation to our long-term performance. Stock options for our executive
officers, key employees and key consultants are part of our incentive program
and link the enhancement of shareholder value directly to their total
compensation. The Compensation Committee determines the number of stock options
granted based upon several factors: (a) level of responsibility, (b) expected
contribution towards our performance and (c) total compensation strategy for mix
of base salary, short-term incentives and long-term incentives. The following
tables and notes present information concerning the compensation of the
Company's Chief Executive Officer and to the Company's most-highly compensated
executive officers other than the Company's Chief Executive Officer as of
December 31, 2005:

SUMMARY COMPENSATION TABLE

Annual Compensation Long -Term Compensation
------------------------------- -------------------------------------------------
Securities Other
Name And Principal Accrual Restricted Underlying Compensation
Position Year Salary Salary Stock Analysis Awards Options(4)
------------------------- ---- ---------- --------- --------------- ------------ --------------

Dr. Janet R. Greeson 2005 $323,434 $136,027 -0- -0- -0-
CEO, President and 2004 $437,582 -0- -0- 4,253,560 $19,559
Chairman of the Board (1) 2003 $247,687 -0- $169,058 2,582,238 $ 8,871

Mr. Eugene J. Boyle 2005 $232,425 $73,882 -0- 2,641,088 -0-
CFO and COO (2) 2004 $291,721 -0- -0- 2,126,780 $600
2003 $156,200 -0- $121,630 1,291,119 $1,200

Mr. Thomas Lang 2005 $308,538 -0- -0- -0- -0-
Chief Drug Development 2004 $173,538 -0- -0- 1,300,000 -0-
Officer (3)(5)

Mr. George Weaver 2005 $66,363 $57,137 -0- -0- -0-
Regulatory Affairs 2004 $120,000 -0- -0- -0- -0-
Officer (4)(5) 2003 $18,462 -0- $51,538 50,000 -0-

(1) The Company and Dr. Greeson have entered into an employment agreement,
a copy of which is attached as Exhibit 10.9 to the Company's Quarterly
Report on Form 10-QSB as filed with the SEC on August 14, 2002.
Excluded is a deferred grant of 5,282,176 options with an exercise
price of $0.93 to expire on 01/05/2015 for year 2005.
(2) The Company and Mr. Boyle have entered into an employment agreement,
a copy of which is attached as Exhibit 10.8 to the Company's Quarterly
Report on Form 10-QSB as filed with the SEC on August 14, 2002.
(3) The Company and Mr. Lang have entered into an employment agreement,
a copy of which is attached as Exhibit 10.6 to the Company's Quarterly
Report on Form 10-QSB, as filed with the SEC on August 16, 2004.
(4) The amounts shown in this column cover amounts for the payment of
Medicare/Social Security taxes, life insurance premiums and life
annuity premiums for the benefit of the particular employee, and the
employers matching contribution to the particular employees 401(k).
(5) Excludes payments to Strategic Development Consulting, Inc., a company
Dr. Lang was an employee of prior to being hired pursuant to his
employment agreement with Samaritan. Payments to Strategic Development
Consulting, Inc. included $50,000 and a five (5) year option for 25,000
shares with an exercise price of $0.50 for work prior to June 2004.
Excludes a grant of 75,000 restricted shares at the end of 2004 and a
grant of 75,000 restricted shares at the end of 2005 into the Samaritan
Pharmaceuticals Executive Plan for the Benefit of George Weaver.

OPTION GRANTS IN LAST FISCAL YEAR

Number of Percentage Of
Securities Total Options Grant Date
Underlying Granted To Exercise Base Present
Name Options Granted Employees Price Expiration Date Value(4)
------------------------ --------------- -------------- ------------- --------------- ----------

Dr. Janet R. Greeson (1) -0- -0- -0- -0- -0-
Mr. Eugene J. Boyle (2) 2,641,088 99% $0.93 01/05/2015 $6,338
Mr. Thomas Lang (3) -0- -0- -0- -0- -0-
Mr. George Weaver -0- -0- -0- -0- -0-

(2) The Company and Mr. Boyle have entered into an employment agreement, a
copy of which is attached as Exhibit 10.8 to the Company's Quarterly
Report on Form 10-QSB as filed with the U.S. Securities and Exchange
Commission on August 14, 2002.
(3) The Company and Mr. Lang have entered into an employment agreement, a
copy of which is attached as Exhibit 10.6 to the Company's Quarterly
Report on Form 10-QSB, as filed with the U.S. Securities and Exchange
Commission on August 16, 2004.
(4) The grant date present values per option share were derived using the
Black-Scholes option pricing model in accordance with the rules and
regulations of the U.S. Securities and Exchange Commission and are not
intended to forecast future appreciation of the Company's stock price.
The options expiring on January 5, 2015 had a grant date present value
of $0.0024 per option share. The Black-Scholes model with no dividend
was used with the following assumptions: volatility of twenty-five
percent (25%) based on a historical weekly average over five (5) years;
risk-free interest of three and seventy-two tenths percent (3.72%)
based on a U.S. Treasury rate of five (5) years; and a ten (10) year
option life.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number Of Securities
Underlying Value Of Unexercised
Shares Acquired Unexercised Options In-The-Money Options
Name On Exercise Value Realized(1) At Fiscal Year-End At Fiscal Year-End (2)
----------------------- --------------- ----------------- -------------------- ----------------------

Dr. Janet R. Greeson(3) -0- -0- 11,679,902 $168,441
Mr. Eugene J. Boyle -0- -0- 8,036,116 $95,405
Mr. Thomas Lang (4) -0- -0- 1,325,000 -0-
Mr. George Weaver -0- -0- 50,000 $3,000

____________________

(1) The Company engaged these executives pursuant to employment agreements
which allow each executive to defer compensation into Rabbi Trust
Agreements described herein below under the subsection entitled "Trust
Under Samaritan Pharmaceuticals, Inc.
Deferred Compensation Plan."
(2) Value of unexercised in-the-money options is calculated based on the
fair market value of the underlying securities without restriction,
minus the exercise price, and assumes sale of the underlying securities
on December 31, 2005 the last trading day for 2004, at a price of $0.40
per share, the fair market value of the Common Stock on such date.
(3) The Company and Dr. Greeson have entered into an employment agreement,
a copy of which is attached as Exhibit 10.9 to the Company's Quarterly
Report on Form 10-QSB as filed with the U.S. Securities and Exchange
Commission on August 14, 2002. Excluded is a deferred grant of
5,282,176 options with an exercise price of $0.93 to expire on
01/05/2015 for year 2005.
(4) Executive received a grant of 1,200,000 options. One-quarter (1/4) of
said options vest every year. The price of the options was $1.08 with a
term of ten (10) years. Upon termination of the executive, as provided
hereinafter, such executive's 1,200,000 options (vested and non-vested)
shall expire within thirty (30) days.

401(k) Plan

We adopted a tax-qualified employee savings and retirement plan, or
401(k) plan, covering our full-time employees located in the United States. The
401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"), so that contributions to the 401(k) plan
by employees, and the investment earnings thereon, are not taxable to employees
until withdrawn from the 401(k) plan. Under the 401(k) plan, employees may elect
to reduce their current compensation up to the statutorily prescribed annual
limit and have the amount of such contribution contributed to the 401(k) plan.
The 401(k) plan does permit additional matching contributions to the 401(k) plan
by us on behalf of participants in the 401(k).

Employment Agreements

On January 1, 2001, the Company entered into an employment agreement
with Dr. Janet R. Greeson pursuant to which Dr. Greeson shall serve as the
Company's Chief Executive Officer, President and Chairman of the Board for a
term of five (5) years. Dr. Greeson is entitled to a base salary of $350,000 per
year and stock options based on a formula not to be less than 250,000 options
per year. Dr. Greeson is also entitled to convert her salary into shares of the
Company based on a formula as set forth in the employment agreement. Dr. Greeson
may participate in all of our existing benefit programs and in all future
benefit programs if the Company offers such programs to any other employee. If
the agreement terminates by reason of Dr. Greeson's death, disability,
incapacity or termination of employment by us other than for cause, Dr. Greeson
will be entitled to continuation of base salary and health and similar benefits
for defined periods, payment of stock options and deferred compensation awards.
Dr. Greeson agreed to a non-compete clause for the term of her employment. In
the event of a change of control, Dr. Greeson would also vest in her options.
Dr. Greeson would also no longer be subject to non-competition undertakings. If
a change of control were followed by termination of employment resulting from a
change of control, in lieu of the severance benefits described above, Dr.
Greeson would be entitled to receive a payment equal to approximately three (3)

times her base salary and yearly options. For up to three (3) years following
such termination, we would also be obligated to provide continued health and
other insurance and disability benefits. We would also be obligated to pay all
legal fees and expenses reasonably incurred by Dr. Greeson in seeking
enforcement of contractual rights following a change of control. If change of
control payments and benefits result in an excise tax under the so-called
"golden parachute" provisions of the Code, we would be obligated to pay a tax
gross-up payment. Dr. Greeson has also been awarded options based on increases
in market capitalization starting with the market capitalization of $12,500,000.

On January 1, 2001, the Company entered into an employment agreement
with Mr. Eugene Boyle pursuant to which Mr. Boyle shall serve as the Company's
Chief Financial Officer for a term of five (5) years. Mr. Boyle is entitled to a
base salary of $240,000 per year and stock options based on a formula not to be
less than 250,000 options per year. Mr. Boyle is also entitled to convert his
salary into shares of the Company based on a formula as set forth in the
agreement. Mr. Boyle is also allowed to participate in all of our existing
benefit programs and in all future benefit programs, if the Company offers such
programs to any other employee. If the agreement terminates by reason of Mr.
Boyle's death, disability, incapacity or termination of employment by us other
than for cause, Mr. Boyle will be entitled to continuation of base salary and
health and similar benefits for defined periods, payment of stock options and
deferred compensation awards. Mr. Boyle agreed to a non-compete clause for the
term of his employment. In the event of a change of control, Mr. Boyle would
also vest in his options. Mr. Boyle would also no longer be subject to
non-competition undertakings. If a change of control were followed by
termination of employment resulting from a change of control, in lieu of the
severance benefits described above, Mr. Boyle would be entitled to receive a
payment equal to approximately three (3) times his base salary and yearly
options. For up to three (3) years following such termination, we would also be
obligated to provide continued health and other insurance and disability
benefits. We would also be obligated to pay all legal fees and expenses
reasonably incurred by Mr. Boyle in seeking enforcement of contractual rights
following a change of control. If change of control payments and benefits result
in an excise tax under the so-called "golden parachute" provisions of the Code,
we would be obligated to pay a tax gross-up payment. Mr. Boyle has also been
awarded options based on increases in market capitalization starting with the
market capitalization of $12,500,000.

On June 1, 2004, the Company entered into a verbal employment agreement
with Mr. Thomas Lang pursuant to which Mr. Lang shall serve as the Company's
Chief Drug Development Officer for a term of four (4) years. Mr. Lang is
entitled to a base salary of $300,000 per year which may be paid in stock
pursuant to a formula as set forth in the agreement. Mr. Lang is entitled to
receive bonus payments of (a) $50,000 for FDA approval to move to Phase III or
Phase II/III for HIV drug SP-01A and (b) $50,000 for each Investigational New
Drug Applications "granted" by the FDA. Mr. Lang has received a one-time signing
bonus of 100,000 options to purchase our Common Stock at $1.00 per share, such
options to expire after three (3) years. Mr. Lang is entitled to moving expenses
up to $30,000. Mr. Lang shall receive a grant of 1,200,000 options, one-quarter
(1/4) of which shall vest each year. The price of the options shall be $1.08
with a term of ten (10) years. Upon termination of the employment agreement,
such 1,200,000 options (vested and non-vested) shall expire within thirty (30)
days thereafter. Mr. Lang shall have the opportunity to participate in all of
the Company's qualified defined benefit and defined contribution retirement
plans (subject to eligibility requirements in such plans), three (3) weeks paid
vacation (and paid holidays observed by the Company.

On June 1, 2000, the Company entered into a agreement with Dr.
Vassilios Papadopoulos pursuant to which Dr. Papadopoulos shall serve as a Key
Consultant to the Company for a monthly rate of $5,000. This engagement
agreement does not prohibit Dr. Papadopoulos from being employed by other
entities. Dr. Papadopoulos has disclosed that he receives payments and benefits
from other entities including Georgetown University. Dr. Papadopoulos has the
option to convert his compensation into shares and he receives 250,000 warrants
per year for the term of the agreement.

On June 29, 2005 the Company entered into an employment arrangement
with Christos Dakas to serve as the European Business Development and Managing
Director of Samaritan Pharmaceuticals S.A. in Greece, once such entity is
established ("Samaritan Pharmaceuticals Europe"). Mr. Dakas shall receive a base
salary of (euro)105,280 per year, a car allowance equal to (euro)12,852 per year
and a performance based bonus to be awarded annually at the discretion of the
CEO of the Company. Mr. Dakas also is entitled to receive 100,000 Company stock
options priced at one hundred ten percent (110%) of the market price effective
July 11, 2005 and said options expire after three (3) years, or after thirty
(30) days after Mr. Dakas leaves his employ with Samaritan Pharmaceuticals
Europe. Mr. Dakas shall be entitled to health insurance and other benefit
programs per Samaritan Pharmaceuticals Europe.

Trust Under Samaritan Pharmaceuticals, Inc. Deferred Compensation Plan

The Company has entered into "Rabbi Trust" agreements with select
management and highly-compensated employees and has appointed a trustee that is
a non-Director and officer providing for the payment out of the assets of the
Rabbi Trust agreements accrued under the Company's various benefit plans,
employment agreements and other employment arrangements as the Company may
specify from time to time. To the extent not already irrevocable, the Rabbi
Trust agreements would become irrevocable upon a change of control of Samaritan.
The Company may make contributions to the Rabbit Trust agreements from time to
time, and additional funding may be required upon a change of control. To the
extent funded, the Rabbi Trust agreements are to be used, subject to their terms
and to the claims of the Company's general creditors in specified circumstances,
to make payments under the terms of the benefit plans, employment agreements and
other employment arrangements as the Company may specify from time to time.

Indemnification Agreements

The Company has entered into indemnification agreements with each of
its directors and officers, indemnifying them against expenses, settlements,
judgments and fines incurred in connection with any threatened, pending or
completed action, suit, arbitration or proceeding, where the individual's
involvement is by reason of the fact that he or she is or was a director or
officer or served at our request as a director of another organization (except
that indemnification is not provided against judgments and fines in a derivative
suit unless permitted by Nevada law.) An individual may not be indemnified if he
or she is found not to have acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of Samaritan
Pharmaceuticals, except to the extent Nevada law shall permit broader
contractual indemnification. The indemnification agreements provide procedures,
presumptions and remedies designed to substantially strengthen the indemnity
rights beyond those provided by Samaritan Pharmaceutical's Certificate of
Incorporation and by Nevada law.

STOCKHOLDER PROPOSALS

To be considered for presentation to the annual meeting to be held in
2007, a stockholder proposal must be received by Ms. Kristi Eads, our Corporate
Secretary, c/o Samaritan Pharmaceuticals, Inc., 101 Convention Center Drive,
Suite 310, Las Vegas, Nevada 89109, not later than February 1, 2007.

OTHER MATTERS

The Board knows of no other business which will be presented at the
Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof in
accordance with the judgments of the persons voting the proxies. It is important
that the proxies be returned promptly and that your shares are represented. You
are urged to sign, date and promptly return the enclosed proxy card in the
enclosed envelope.

We have filed an Annual Report on Form 10-K for the fiscal year ending
December 31, 2005, with the SEC. You may obtain, free of charge, a copy of the
Annual Report by writing to our Corporate Secretary, Ms. Kristi Eads, c/o
Samaritan Pharmaceuticals, Inc., 101 Convention Center Drive, Suite 310, Las
Vegas, Nevada 89109. Our Annual Report is also available through our website at
www.samaritanpharma.com.

STOCK PERFORMANCE GRAPH

The following graph sets forth the cumulative total stockholder return (assuming
reinvestment of dividends) to the Company's stockholders during the five-year
period ended December 31, 2005, as well as an overall stock market index (AMEX
Market Index) and the Company's peer group index (AMEX Biotech Index):

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG SAMARITAN PHARMACEUTICALS,
AMEX MARKET INDEX AND AMEX BIOTECH INDEX

[The following information was depicted as a line chart in the printed material]

12/31/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004 12/31/2005
---------- ---------- ---------- ---------- ---------- ----------

AMEX : LIV $100 $27.66 $34.04 $ 78.72 $208.51 $ 85.11
AMEX Biotech Index $100 $91.53 $53.32 $ 77.26 $ 85.80 $107.34
Amex Composite Index $100 $94.41 $91.83 $130.72 $159.77 $195.94

Assumes $100 Invested On December 31, 2000
Assumes Dividend Reinvested
Fiscal Year Ending December. 31, 2005

The form of Proxy is attached as Appendix A to this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Janet Greeson, Ph.D.
-------------------------
Janet Greeson, Ph.D.
Chairman of the Board
Chief Executive Officer

Dated: April 20, 2006
Las Vegas, Nevada

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. YOU
MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO
ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO
AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.

Appendix A

Proxy Solicited on Behalf of the Board of Directors
Of Samaritan Pharmaceuticals, Inc. the Annual Meeting of Stockholders
To Be Held At 10:00 A.M. On May 31, 2006

The shareholder of Samaritan Pharmaceuticals, Inc. by signing this card hereby
appoints Janet Greeson proxies for this card, with full power of substitution,
to vote on behalf of the shares of common stock of Samaritan Pharmaceutical,
Inc. that the shareholder is entitled to vote at the Annual Meeting of
Shareholders to be held on May 31, 2006, at 10:00 a.m. at the Stirling Club,
2827 Paradise Road, Las Vegas, NV and any adjournments thereof.
This Proxy, when properly executed, will be voted by the Proxies in the manner
designated below. If this Proxy is returned signed but without a clear voting
designation, the Proxies will vote FOR Items 1 and 2.

The Board of Directors recommends a vote FOR Items 1 and 2.

1. Election of Directors:
[ ] FOR nominees listed below except as marked to the contrary below

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

[ ] ABSTAIN

Nominees: Eugene Boyle, J.D., M.B.A., and Cynthia C. Thompson: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE BELOW:

2. The ratification of the appointment of Sherb and Co., LLP as the registered
independent public accounting firm of SAMARITAN PHARMACEUTICALS, INC. FOR THE
FISCAL YEAR ENDING December 31, 2006.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Whether or not you plan to attend the Annual Meeting and regardless of the
number of shares you own, please date, sign and return this proxy card in the
enclosed envelope (which requires no postage if mailed in the United States).

Reverse side

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE.

IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR
DIRECTORS, FOR THE PROPOSALS TO APPROVE THE AMENDMENTS TO THE ARTICLES OF
INCORPORATION, STOCK OPTION PLAN, and Auditors. The undersigned hereby revokes
any proxy or proxies heretofore given to vote upon or act with respect to such
stock and hereby ratifies and confirms all that said proxies, their substitutes,
or any of them, may lawfully do by virtue hereof. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

DATED:__________________________________________

________________________________________________
(Print Full Name of Stockholder

________________________________________________
(Signature of Stockholder)

________________________________________________
(Signature if held jointly)

Please date the proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such. If
executed by a corporation, the proxy should be signed by a duly authorized
officer. Please sign the proxy and return it promptly whether or not you expect
to attend the meeting. You may nevertheless vote in person if you do attend.