----

----

----

----

|  x  | Annual      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of      1934     |
|----------|----------------------------------------------------------------------------------------------------|
|     | For      the fiscal year ended December 31, 2007                                                   |
|     |                                                                                               |
|  OR |
|     |                                                                                               |
|  o  | Transition      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of      1934 |

| DELAWARE                                                               |   | 13-3301899                                      |
|------------------------------------------------------------------------|--------|-------------------------------------------------|
| (State      or Other Jurisdiction of Incorporation or    Organization) |   |  (I.R.S.      Employer Identification No.) |
|                                                                   |   |                                            |
| 8767 E. Via de      Ventura, Suite 190, Scottsdale, AZ            |   |  85258                                     |
|  (Address      of Principal Executive Offices)                    |   |  (Zip      Code)                           |

----

----

PART II

----

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                     |
|----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 2.1            |   | Agreement      and Plan of Merger dated July 2, 2003 among the Registrant, GPN      Acquisition Corporation and ImmuneRegen BioSciences, Inc. (incorporated by      reference to exhibit 2 of the Registrant's current report on Form 8-k      filed with the Securities and Exchange Commission on July 7,      2003).    |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1            |   | Certificate      of Incorporation filed with the Delaware Secretary of State on June 4,      1985 (incorporated by reference to exhibit 3.1 of the Registrant's annual      report on Form 10-KSB for the year ended December 31, 2001 filed with the      Securities and Exchange Commission on April 16, 2002).          |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(a)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on July 16, 1987      (incorporated by reference to exhibit 3.1(a) of the Registrant's annual      report on Form 10-KSB for the year ended December 31, 2001 filed with the      Securities and Exchange Commission on April 16, 2002).          |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(b)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on February 3,      1992 (incorporated by reference to exhibit 3.1(b) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002).  |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(c)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on November 23,      1992 (incorporated by reference to exhibit 3.1(c) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002). |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(d)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on December 15,      1994 (incorporated by reference to exhibit 3.1(d) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002). |
|           |   |                                                                                                                                                                                                                                                                                                                       |
|  3.1(e)   |   | Certificate      of Amendment filed with the Delaware Secretary of State on November 7,      1995 (incorporated by reference to exhibit 3.1(e) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002).  |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(f)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on December 30,      1996 (incorporated by reference to exhibit 3.1(f) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002). |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(g)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on November 8,      2000 (incorporated by reference to exhibit 3.1(h) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002).  |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.2            |   | Amended      and Restated Bylaws of the Registrant dated as of January 1, 2002      (incorporated by reference to exhibit 3(b) of the Registrant's annual      report on Form 10-KSB for the year ended December 31, 2001 filed with the      Securities and Exchange Commission on April 16,  2002).                      |

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                        |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1            |   | Specimen      Common Stock Certificate (incorporated by reference to exhibit 4.1 of the      Registrant's registration statement on Form SB-2 (File No. 333-120784)      filed with the Securities and Exchange Commission on November 24,      2004).                                                                                                                                        |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2            |   | 2003      Stock Option, Deferred Stock and Restricted Stock Plan (incorporated by      reference to exhibit 4.1 of the Registrant's registration statement on      Form S-8 (file no. 333-113511) filed with the Securities and Exchange      Commission on March 11, 2004).                                                                                                                  |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3            |   | Form      of Warrant by and between the Registrant and each of the Investors or      Creditors, as the case may be, who entered into an Agreement filed as      Exhibit 10.6, 10.7, 10.8 or 10.9 herewith (incorporated by reference to      exhibit 4.1 of the Registrant's current report on Form 8-K filed with the      Securities and Exchange Commission on October 19,2004).           |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4            |   | Form      of Registration Rights (Annex A to Subscription Agreement) by and between      the Registrant and each of the Investors who entered into the Agreements      filed as Exhibits 10.6 and 10.8 herewith (incorporated by reference to      exhibit 4.2 of the Registrant's current report on Form 8-K filed with the      Securities and Exchange Commission on October 19,2004).     |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.5            |   | Form      of Anti-Dilution Rights (Annex B to Subscription Agreement) by and between      the Registrant and each of the Investors who entered into the Agreements      filed as Exhibits 10.6 and 10.8 herewith (incorporated by reference to      exhibit 4.3 of the Registrant's current report on Form 8-K filed with the      Securities and Exchange Commission on October 19,2004).    |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6            |   | Promissory      Note issued from the Registrant to SBM Certificate Company as of April 28,      2004 (incorporated by reference to exhibit 4.6 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 24,  2004).                                                                              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.7            |   | Form      of Warrant by and between the Registrant and each of the investors who      entered into the Subscription Agreements filed as Exhibits 10.18, 10.19      and 10.20 herewith (incorporated by reference from Exhibit 4.1 to the      Quarterly Report on Form 10-QSB as filed with the Securities and Exchange      Commission on November 14, 2006).                                |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.8            |   | 8%      Secured Convertible Debenture due December 31, 2010, issued to YA Global      Investments, L.P., dated January 3, 2008 (incorporated by reference from      Exhibit 4.1 to the Current Report on Form 8-K as filed with the Securities      and Exchange Commission on January 9, 2008).                                                                                              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.9            |   | Common      Stock Purchase Warrant, issued to YA Global Investments, L.P., dated      January 3, 2008 (incorporated by reference from Exhibit 4.2 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      January 9, 2008).                                                                                                                       |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|  10.1     |   | License      Agreement dated December 16, 2002 among ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant, David Harris and Mark Witten (incorporated      by reference to exhibit 10.4 of the Registrant's registration statement on      Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on November 24, 2004).                        |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(a)        |   | First      Amendment to License Agreement dated December 20, 2002 among ImmuneRegen      BioSciences, Inc., a subsidiary of the Registrant, David Harris and Mark      Witten (incorporated by reference to exhibit 10.4(a) of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 24,  2004). |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(b)        |   | Second      Amendment to License Agreement dated June 26, 2003 among ImmuneRegen      BioSciences, Inc., a subsidiary of the Registrant, David Harris and Mark      Witten (incorporated by reference to exhibit 10.4(b) of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 24,  2004).    |

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                   |
|----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
|  10.1(c)  |   | Assignment      Agreement dated February 23, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(c) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      July 20, 2005).             |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1(d)        |   | Assignment      Agreement dated February 23, 2005 among ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant, David Harris and Mark Witten (incorporated      by reference to exhibit 10.4(d) of the Registrant's registration statement      on Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on July 20, 2005). |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1(e)        |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(e) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      November 16, 2005).          |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1(f)        |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(f) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      February 22, 2006).          |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1(g)        |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(g) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      November 16, 2005).          |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1(h)        |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(h) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      November 16, 2005).          |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2           |   | Lease      Agreement dated July 1, 2004 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant, and The Clayton Companies (incorporated by      reference to exhibit 10.5 of the Registrant's registration statement on      Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on November 24, 2004).           |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3           |   | Form      of Subscription Agreement entered into as of October 13, 2004 between the      Registrant and each of the Investors set forth on the Schedule of      Investors thereto (incorporated by reference to exhibit 10.1 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 19, 2004).            |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4           |   | Form      of Settlement Agreement entered into as of October 13, 2004 between the      Registrant and each of the Creditors set forth on the Schedule of      Creditors thereto (incorporated by reference to exhibit 10.2 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 19, 2004).              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5           |   | Form      of Subscription Agreement entered into as of October 26, 2004 between the      Registrant and each of the Investors set forth on the Schedule of      Investors thereto (incorporated by reference to exhibit 10.1 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 27,2004).             |

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                          |
|----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.6           |   | Form      of Settlement Agreement entered into as of October 26, 2004 between the      Registrant and each of the Creditors set forth on the Schedule of      Creditors thereto (incorporated by reference to exhibit 10.2 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 27, 2004).                                     |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.7           |   | Employment      Agreement dated February 15, 2005 between the Registrant and John N.      Fermanis (incorporated by reference to exhibit 10.10 of the Registrant's      Amendment No. 1 on Form 10-K/A to its annual report for the year ended      December 31, 2004).                                                                                                                         |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.8           |   | Employment      Agreement dated August 10, 2005 by and between the Registrant and Michael      K. Wilhelm (incorporated by reference to exhibit 10.1 of the Registrant's      quarterly report on Form 10-QSB for the three months ended September 30,      2005).                                                                                                                              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.9           |   | Change      of Control Agreement dated August 10, 2005 by and between the Registrant      and Michael K. Wilhelm (incorporated by reference to exhibit 10.2 of the      Registrant's quarterly report on Form 10-QSB for the three months ended      September 30, 2005).                                                                                                                       |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.10          |   | Severance      Agreement dated November 7, 2005 by and between the Registrant and Michael      K. Wilhelm (incorporated by reference to exhibit 10.3 of the Registrant's      quarterly report on Form 10-QSB for the three months ended September 30,      2005).                                                                                                                              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
|  10.11    |   | Authorization      for Regulatory Contact dated November 7, 2005 between ImmuneRegen      BioSciences, Inc., a subsidiary of the Registrant, and Synergos, Inc.      (incorporated by reference to exhibit 10.14 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on February 22,  2006).              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.12          |   | Proforma      invoice/quotation dated November 7, 2005 from Sigma-Aldrich, Inc. to      ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant      (incorporated by reference to exhibit 10.15 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 16, 2005).                    |
| 10.13          |   | Letter      of acceptance dated October 2, 2003, from Huntingdon Life Sciences to      ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant      (incorporated by reference to exhibit 10.16 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on February 22,  2006).                         |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.14          |   | Price      Quotation dated June 27, 2003 received by ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant from AppTec Laboratory Services (incorporated      by reference to exhibit 10.17 of the Registrant's registration statement      on Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on February 22, 2006).                       |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.15          |   | Consulting      Agreement dated March 15, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Dr. Hal Siegel, Ph.D. (Siegel      Consultancy) (incorporated by reference to exhibit 10.18 of the      Registrant's registration statement on Form SB-2 (File No. 333-120784)      filed with the Securities and Exchange Commission on February 22,      2006). |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.16          |   | Consulting      Agreement dated November 3, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Dr. Jack Caravelli, Ph.D (incorporated by      reference to exhibit 10.19 of the Registrant's registration statement on      Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on February 22, 2006).                      |

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                    |
|----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.17          |   | Consulting      Agreement dated July 29, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Dr. Kelly McQueen, MD, MPH (incorporated      by reference to exhibit 10.20 of the Registrant's registration statement      on Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on February 22, 2006). |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.18          |   | Form      of Subscription Agreement entered into as of December 6, 2006 between the      Registrant and each of the Investors set forth on the Schedule of      Investors contained therein (incorporated by reference from Exhibit 10.1      to the Report on Form 8-K as filed with the Securities and Exchange      Commission on December 7, 2006).                   |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.19          |   | Form      of Subscription Agreement entered into as of October 4, 2006 between the      Registrant and each of the Investors set forth on the Schedule of      Investors contained therein. (incorporated by reference from Exhibit 10.2      to the Quarterly Report on Form 10-QSB as filed with the Securities and      Exchange Commission on November 14, 2006).     |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.20          |   | Form      of Subscription Agreement entered into as of October 26, 2006 between the      Registrant and each of the Investors set forth on the Schedule of      Investors contained therein (incorporated by reference from Exhibit 10.2      to the Quarterly Report on Form 10-QSB as filed with the Securities and      Exchange Commission on November 14, 2006).     |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.21          |   | Standard      Form of Director Indemnification Agreement (incorporated by reference from      Exhibit 10.21 to the Annual Report on Form 10-KSB/A as filed with the      Securities and Exchange Commission on April 30, 2007).                                                                                                                                           |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.22          |   | Agreement      dated May 14, 2007 by and between the Company and Dr. Lance K. Gordon      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on May 17,      2007).                                                                                                                 |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.23          |   | Agreement      dated August 14, 2007 by and between the Company and Dr. Robert J. Hariri      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on August 17,      2007).                                                                                                          |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.24          |   | Office      Lease dated October 25, 2007 by and between the Company and Bay Colony      Executive Center-West, a division of BC Management Company, Inc.      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on October 30,      2007).                                         |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.25          |   | Securities      Purchase Agreement, dated as of January 3, 2008, by and among the Company,      YA Global Investments, L.P., and ImmuneRegen BioSciences, Inc.      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on January 9,      2008).                                    |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.26          |   | Guaranty      Agreement dated as of January 3, 2008, executed by ImmuneRegen      BioSciences, Inc. in favor of YA Global Investments,      L.P. (incorporated by reference from Exhibit 10.2 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      January 9, 2008).                                                  |
|           |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 10.27          |   | Security      Agreement dated as of January 3, 2008, by and among the Company, YA Global      Investments, L.P. and ImmuneRegen BioSciences, Inc. (incorporated by      reference from Exhibit 10.3 to the Current Report on Form 8-K as filed      with the Securities and Exchange Commission on January 9,      2008).                                                 |

|        |   |                                                                                                                                                                                                                                                                                                                             |
|-------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  10.28 |   | Patent      Security Agreement dated as of January 3, 2008, by and among the Company,      YA Global Investments, L.P. and ImmuneRegen BioSciences, Inc.      (incorporated by reference from Exhibit 10.3 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on January 9,      2008). |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 10.29       |   | Unsecured      12% Senior Promissory Note dated April 13, 2006 (incorporated by reference      from Exhibit 10.1 to the Current Report on Form 8-K as filed with the      Securities and Exchange Commission on April 19, 2006).                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 10.30       |   | Unsecured      12% Senior  Promissory Note dated July 25, 2006 in the amount of      $250,000 (incorporated by reference from Exhibit 10.1 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      August 4, 2006).                                                        |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 10.31       |   | Unsecured      12% Senior Promissory Note dated August 1, 2006 in the amount of $50,000      (incorporated by reference from Exhibit 10.2 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on August 4,      2006).                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 10.32       |   | Unsecured      12% Senior Promissory Note dated August 1, 2006 in the amount of $20,000      (incorporated by reference from Exhibit 10.3 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on August 4,      2006).                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 10.33       |   | Employment      Agreement dated October 23, 2006 by and between the Company and Hal      Siegel. (incorporated by reference from Exhibit 10.1 to the Current Report      on Form 8-K as filed with the Securities and Exchange Commission on      November 1, 2006).                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 10.34       |   | Change      of Control Agreement dated October 23, 2006 by and between the Company and      Hal Siegel (incorporated by reference from Exhibit 10.2 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      November 1, 2006).                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 21.1        |   | Subsidiaries      of Registrant (incorporated by reference to exhibit 21.1 of the      Registrant's registration statement on Form SB-2 (File No. 333-120784)      filed with the Securities and Exchange Commission on November 24,      2004).                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 23.1*       |   | Consent      of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 31.1        |   | Certification      of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-B,      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of      2002.                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 31.2        |   | Certification      of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-B,      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of      2002.                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 32.1        |   | Certifications      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted      pursuant to Section 906 of the Sarbanes-Oxley Act of    2002.**                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                             |
| 32.2        |   | Certifications      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted      pursuant to Section 906 of the Sarbanes-Oxley Act of    2002.**                                                                                                                                                                |

----

|                          |                                       |                                                                                                                                                                                                |
|-------------------------------|--------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          | IR      BIOSCIENCES HOLDINGS, INC.         |
|                          |                                       |                                                                                                                                                                                                |
| Date:      September 25, 2008 | By:                                        | /s/ Michael K.      Wilhelm                             |
|                          | Michael      K. Wilhelm                    |
|                          | President      and Chief Executive Officer |

|  SIGNATURE                                                                                                                                                                                                         |   |  TITLE                                                                            |   |  DATE              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|--------|-------------------------|
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/ Michael K.      Wilhelm                Michael      K. Wilhelm                                                                      |   | Chief      Executive Officer, President and Director(Principal      Executive Officer) |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/ John N.      Fermanis                    John      N. Fermanis                                                  |   | Chief      Financial Officer(Principal      Financial and Accounting Officer)          |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/ Hal N.      Siegel                            Hal      N. Siegel, Ph.D. |   | Director                                                                               |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/ Theodore E.      Staahl                 Theodore      E. Staahl, M.D.                                                          |   | Director                                                                               |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/ Robert J.      Hariri                         Robert      J. Hariri, M.D., Ph.D.       |   | Director                                                                               |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/ Lance K.      Gordon                      Lance      K. Gordon, Ph.D.                                 |   | Director                                                                               |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |
| /s/      Jerome      B.      Zeldis                             Jerome      B. Zeldis, M.D., Ph.D.   |   | Director                                                                               |   | September      25, 2008 |
|                                                                                                                                                                                                                    |   |                                                                                   |   |                    |

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                     |
|----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                       |
| 2.1            |   | Agreement      and Plan of Merger dated July 2, 2003 among the Registrant, GPN      Acquisition Corporation and ImmuneRegen BioSciences, Inc. (incorporated by      reference to exhibit 2 of the Registrant's current report on Form 8-k      filed with the Securities and Exchange Commission on July 7,      2003).    |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1            |   | Certificate      of Incorporation filed with the Delaware Secretary of State on June 4,      1985 (incorporated by reference to exhibit 3.1 of the Registrant's annual      report on Form 10-KSB for the year ended December 31, 2001 filed with the      Securities and Exchange Commission on April 16, 2002).          |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(a)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on July 16, 1987      (incorporated by reference to exhibit 3.1(a) of the Registrant's annual      report on Form 10-KSB for the year ended December 31, 2001 filed with the      Securities and Exchange Commission on April 16, 2002).          |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(b)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on February 3,      1992 (incorporated by reference to exhibit 3.1(b) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002).  |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(c)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on November 23,      1992 (incorporated by reference to exhibit 3.1(c) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002). |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(d)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on December 15,      1994 (incorporated by reference to exhibit 3.1(d) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002). |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(e)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on November 7,      1995 (incorporated by reference to exhibit 3.1(e) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002).  |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(f)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on December 30,      1996 (incorporated by reference to exhibit 3.1(f) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002). |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.1(g)         |   | Certificate      of Amendment filed with the Delaware Secretary of State on November 8,      2000 (incorporated by reference to exhibit 3.1(h) of the Registrant's      annual report on Form 10-KSB for the year ended December 31, 2001 filed      with the Securities and Exchange Commission on April 16,      2002).  |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 3.2            |   | Amended      and Restated Bylaws of the Registrant dated as of January 1, 2002      (incorporated by reference to exhibit 3(b) of the Registrant's annual      report on Form 10-KSB for the year ended December 31, 2001 filed with the      Securities and Exchange Commission on April 16, 2002).                       |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 4.1            |   | Specimen      Common Stock Certificate (incorporated by reference to exhibit 4.1 of the      Registrant's registration statement on Form SB-2 (File No. 333-120784)      filed with the Securities and Exchange Commission on November 24,      2004).                                                                     |
|           |   |                                                                                                                                                                                                                                                                                                                       |
| 4.2            |   | 2003      Stock Option, Deferred Stock and Restricted Stock Plan (incorporated by      reference to exhibit 4.1 of the Registrant's registration statement on      Form S-8 (file no. 333-113511) filed with the Securities and Exchange      Commission on March 11, 2004).                                               |

----

| Exhibit Number |   | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                        |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3            |   | Form      of Warrant by and between the Registrant and each of the Investors or      Creditors, as the case may be, who entered into an Agreement filed as      Exhibit 10.6, 10.7, 10.8 or 10.9 herewith (incorporated by reference to      exhibit 4.1 of the Registrant's current report on Form 8-K filed with the      Securities and Exchange Commission on October 19,2004).           |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4            |   | Form      of Registration Rights (Annex A to Subscription Agreement) by and between      the Registrant and each of the Investors who entered into the Agreements      filed as Exhibits 10.6 and 10.8 herewith (incorporated by reference to      exhibit 4.2 of the Registrant's current report on Form 8-K filed with the      Securities and Exchange Commission on October 19,2004).     |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.5            |   | Form      of Anti-Dilution Rights (Annex B to Subscription Agreement) by and between      the Registrant and each of the Investors who entered into the Agreements      filed as Exhibits 10.6 and 10.8 herewith (incorporated by reference to      exhibit 4.3 of the Registrant's current report on Form 8-K filed with the      Securities and Exchange Commission on October 19,2004).    |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6            |   | Promissory      Note issued from the Registrant to SBM Certificate Company as of April 28,      2004 (incorporated by reference to exhibit 4.6 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 24,  2004).                                                                              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.7            |   | Form      of Warrant by and between the Registrant and each of the investors who      entered into the Subscription Agreements filed as Exhibits 10.18, 10.19      and 10.20 herewith (incorporated by reference from Exhibit 4.1 to the      Quarterly Report on Form 10-QSB as filed with the Securities and Exchange      Commission on November 14, 2006).                                |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.8            |   | 8%      Secured Convertible Debenture due December 31, 2010, issued to YA Global      Investments, L.P., dated January 3, 2008 (incorporated by reference from      Exhibit 4.1 to the Current Report on Form 8-K as filed with the Securities      and Exchange Commission on January 9, 2008).                                                                                              |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.9            |   | Common      Stock Purchase Warrant, issued to YA Global Investments, L.P., dated      January 3, 2008 (incorporated by reference from Exhibit 4.2 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      January 9, 2008).                                                                                                                       |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
|  10.1     |   | License      Agreement dated December 16, 2002 among ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant, David Harris and Mark Witten (incorporated      by reference to exhibit 10.4 of the Registrant's registration statement on      Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on November 24, 2004).                        |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(a)        |   | First      Amendment to License Agreement dated December 20, 2002 among ImmuneRegen      BioSciences, Inc., a subsidiary of the Registrant, David Harris and Mark      Witten (incorporated by reference to exhibit 10.4(a) of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 24,  2004). |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(b)        |   | Second      Amendment to License Agreement dated June 26, 2003 among ImmuneRegen      BioSciences, Inc., a subsidiary of the Registrant, David Harris and Mark      Witten (incorporated by reference to exhibit 10.4(b) of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 24,  2004).    |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(c)        |   | Assignment      Agreement dated February 23, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(c) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      July 20, 2005).                                  |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(d)        |   | Assignment      Agreement dated February 23, 2005 among ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant, David Harris and Mark Witten (incorporated      by reference to exhibit 10.4(d) of the Registrant's registration statement      on Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on July 20, 2005).                      |
|           |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1(e)        |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(e) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      November 16, 2005).                               |

----

| Exhibit Number |   | Description of Exhibit |
|----------------|--------|------------------------|
|           |   |                   |

| 10.1(f) |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(f) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      February 22, 2006).                    |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1(g) |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(g) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      November 16, 2005).                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1(h) |   | Assignment      Agreement dated November 7, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Mark Witten (incorporated by reference to      exhibit 10.4(h) of the Registrant's registration statement on Form SB-2      (File No. 333-120784) filed with the Securities and Exchange Commission on      November 16, 2005).                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.2    |   | Lease      Agreement dated July 1, 2004 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant, and The Clayton Companies (incorporated by      reference to exhibit 10.5 of the Registrant's registration statement on      Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on November 24, 2004).                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.3    |   | Form      of Subscription Agreement entered into as of October 13, 2004 between the      Registrant and each of the Investors set forth on the Schedule of      Investors thereto (incorporated by reference to exhibit 10.1 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 19, 2004).                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.4    |   | Form      of Settlement Agreement entered into as of October 13, 2004 between the      Registrant and each of the Creditors set forth on the Schedule of      Creditors thereto (incorporated by reference to exhibit 10.2 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 19, 2004).                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.5    |   | Form      of Subscription Agreement entered into as of October 26, 2004 between the      Registrant and each of the Investors set forth on the Schedule of      Investors thereto (incorporated by reference to exhibit 10.1 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 27, 2004).                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.6    |   | Form      of Settlement Agreement entered into as of October 26, 2004 between the      Registrant and each of the Creditors set forth on the Schedule of      Creditors thereto (incorporated by reference to exhibit 10.2 of the      Registrant's current report on Form 8-K filed with the Securities and      Exchange Commission on October 27, 2004).                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.7    |   | Employment      Agreement dated February 15, 2005 between the Registrant and John N.      Fermanis (incorporated by reference to exhibit 10.10 of the Registrant's      Amendment No. 1 on Form 10-K/A to its annual report for the year ended      December 31, 2004).                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.8    |   | Employment      Agreement dated August 10, 2005 by and between the Registrant and Michael      K. Wilhelm (incorporated by reference to exhibit 10.1 of the Registrant's      quarterly report on Form 10-QSB for the three months ended September 30,      2005).                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.9    |   | Change      of Control Agreement dated August 10, 2005 by and between the Registrant      and Michael K. Wilhelm (incorporated by reference to exhibit 10.2 of the      Registrant's quarterly report on Form 10-QSB for the three months ended      September 30, 2005).                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.10   |   | Severance      Agreement dated November 7, 2005 by and between the Registrant and Michael      K. Wilhelm (incorporated by reference to exhibit 10.3 of the Registrant's      quarterly report on Form 10-QSB for the three months ended September 30,      2005).                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.11   |   | Authorization      for Regulatory Contact dated November 7, 2005 between ImmuneRegen      BioSciences, Inc., a subsidiary of the Registrant, and Synergos, Inc.      (incorporated by reference to exhibit 10.14 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on February 22,  2006). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.12   |   | Proforma      invoice/quotation dated November 7, 2005 from Sigma-Aldrich, Inc. to      ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant      (incorporated by reference to exhibit 10.15 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on November 16,  2005).           |

----

| Exhibit Number |   | Description of Exhibit |
|----------------|--------|------------------------|
|           |   |                   |

| 10.13  |   | Letter      of acceptance dated October 2, 2003, from Huntingdon Life Sciences to      ImmuneRegen BioSciences, Inc., a subsidiary of the Registrant      (incorporated by reference to exhibit 10.16 of the Registrant's      registration statement on Form SB-2 (File No. 333-120784) filed with the      Securities and Exchange Commission on February 22,  2006).                         |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.14  |   | Price      Quotation dated June 27, 2003 received by ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant from AppTec Laboratory Services (incorporated      by reference to exhibit 10.17 of the Registrant's registration statement      on Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on February 22, 2006).                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.15  |   | Consulting      Agreement dated March 15, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Dr. Hal Siegel, Ph.D. (Siegel      Consultancy) (incorporated by reference to exhibit 10.18 of the      Registrant's registration statement on Form SB-2 (File No. 333-120784)      filed with the Securities and Exchange Commission on February 22,      2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.16  |   | Consulting      Agreement dated November 3, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Dr. Jack Caravelli, Ph.D (incorporated by      reference to exhibit 10.19 of the Registrant's registration statement on      Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on February 22, 2006).                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.17  |   | Consulting      Agreement dated July 29, 2005 between ImmuneRegen BioSciences, Inc., a      subsidiary of the Registrant and Dr. Kelly McQueen, MD, MPH (incorporated      by reference to exhibit 10.20 of the Registrant's registration statement      on Form SB-2 (File No. 333-120784) filed with the Securities and Exchange      Commission on February 22, 2006).                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.18  |   | Form      of Subscription Agreement entered into as of December 6, 2006 between the      Registrant and each of the Investors set forth on the Schedule of      Investors contained therein (incorporated by reference from Exhibit 10.1      to the Report on Form 8-K as filed with the Securities and Exchange      Commission on December 7, 2006).                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.19  |   | Form      of Subscription Agreement entered into as of October 4, 2006 between the      Registrant and each of the Investors set forth on the Schedule of      Investors contained therein. (incorporated by reference from Exhibit 10.2      to the Quarterly Report on Form 10-QSB as filed with the Securities and      Exchange Commission on November 14, 2006).                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.20  |   | Form      of Subscription Agreement entered into as of October 26, 2006 between the      Registrant and each of the Investors set forth on the Schedule of      Investors contained therein (incorporated by reference from Exhibit 10.2      to the Quarterly Report on Form 10-QSB as filed with the Securities and      Exchange Commission on November 14, 2006).                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.21  |   | Standard      Form of Director Indemnification Agreement (incorporated by reference from      Exhibit 10.21 to the Annual Report on Form 10-KSB/A as filed with the      Securities and Exchange Commission on April 30, 2007).                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.22  |   | Agreement      dated May 14, 2007 by and between the Company and Dr. Lance K. Gordon      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on May 17,      2007).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.23  |   | Agreement      dated August 14, 2007 by and between the Company and Dr. Robert J. Hariri      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on August 17,      2007).                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.24  |   | Office      Lease dated October 25, 2007 by and between the Company and Bay Colony      Executive Center-West, a division of BC Management Company, Inc.      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on October 30,      2007).                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.25  |   | Securities      Purchase Agreement, dated as of January 3, 2008, by and among the Company,      YA Global Investments, L.P., and ImmuneRegen BioSciences, Inc.      (incorporated by reference from Exhibit 10.1 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on January 9,      2008).                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.26  |   | Guaranty      Agreement dated as of January 3, 2008, executed by ImmuneRegen      BioSciences, Inc. in favor of YA Global Investments,      L.P. (incorporated by reference from Exhibit 10.2 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      January 9, 2008).                                                                        |

----

| Exhibit Number |   | Description of Exhibit |
|----------------|--------|------------------------|
|           |   |                   |

| 10.27       |   | Security      Agreement dated as of January 3, 2008, by and among the Company, YA Global      Investments, L.P. and ImmuneRegen BioSciences, Inc. (incorporated by      reference from Exhibit 10.3 to the Current Report on Form 8-K as filed      with the Securities and Exchange Commission on January 9,      2008).                                                                                                                                    |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  10.28 |   | Patent      Security Agreement dated as of January 3, 2008, by and among the Company,      YA Global Investments, L.P. and ImmuneRegen BioSciences, Inc.      (incorporated by reference from Exhibit 10.3 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on January 9,      2008).                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.29       |   | Unsecured      12% Senior Promissory Note dated April 13, 2006 (incorporated by reference      from Exhibit 10.1 to the Current Report on Form 8-K as filed with the      Securities and Exchange Commission on April 19, 2006).                                                                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.30       |   | Unsecured      12% Senior  Promissory Note dated July 25, 2006 in the amount of      $250,000 (incorporated by reference from Exhibit 10.1 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      August 4, 2006).                                                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.31       |   | Unsecured      12% Senior Promissory Note dated August 1, 2006 in the amount of $50,000      (incorporated by reference from Exhibit 10.2 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on August 4,      2006).                                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.32       |   | Unsecured      12% Senior Promissory Note dated August 1, 2006 in the amount of $20,000      (incorporated by reference from Exhibit 10.3 to the Current Report on Form      8-K as filed with the Securities and Exchange Commission on August 4,      2006).                                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.33       |   | Employment      Agreement dated October 23, 2006 by and between the Company and Hal      Siegel. (incorporated by reference from Exhibit 10.1 to the Current Report      on Form 8-K as filed with the Securities and Exchange Commission on      November 1, 2006).                                                                                                                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.34       |   | Change      of Control Agreement dated October 23, 2006 by and between the Company and      Hal Siegel (incorporated by reference from Exhibit 10.2 to the Current      Report on Form 8-K as filed with the Securities and Exchange Commission on      November 1, 2006).                                                                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.1        |   | Subsidiaries      of Registrant (incorporated by reference to exhibit 21.1 of the      Registrant's registration statement on Form SB-2 (File No. 333-120784)      filed with the Securities and Exchange Commission on November 24,      2004).                                                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 23.1*       |   | Consent      of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 31.1        |   | Certification of Chief Executive Officer pursuant to      Item 601(b)(31) of Regulation S-B, as adopted pursuant to Section 302 of      the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 31.2        |   | Certification of Chief Financial Officer pursuant to      Item 601(b)(31) of Regulation S-B, as adopted pursuant to Section 302 of      the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 32.1        |   | Certifications of Chief Executive Officer pursuant to 18      U.S.C. Section 1350 as adopted pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 32.2        |   | Certifications of Chief Financial Officer pursuant to 18      U.S.C. Section 1350 as adopted pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| *           |   | Previously      filed.                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **          |   | This      exhibit shall not be deemed "filed" for purposes of Section 18 of the      Securities Exchange Act of 1934 or otherwise subject to the liabilities of      that section, nor shall it be deemed incorporated by reference in any      filing under the Securities Act of 1933 or the Securities Exchange Act of      1934, whether made before or after the date hereof and irrespective of any      general incorporation language in anyfilings. |

----