----

----

----

----

|  x  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934     |
|----------|------------------------------------------------------------------------------------------|
|     | For the fiscal year ended December 31, 2009                                              |
|     |                                                                                     |
|  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.) |
|                                                           |                                       |
| 8777 E. Via de Ventura, Suite 280, Scottsdale, AZ              |  85258                                |
|  (Address of Principal Executive Offices)                 |  (Zip Code)                           |

----

Table of Contents

----

Table of Contents

TABLE OF CONTENTS

|                     | Page                                                                      |
|--------------------------|---------------------------------------------------------------------------|
|      |                                                                      |
| PART III                 |
|                     |                                                                      |
| Item 10.       | Directors, Executive Officers and Corporate Governance                    | 3 |
| Item 11.                 | Executive Compensation                                                    | 7 |
| Item 12.                 | Security Ownership of Certain Beneficial Owners and Management and        | 16 |
|                     | Related Stockholder Matters                                               |   |
| Item 13.                 | Certain Relationships and Related Transactions, and Director Independence | 18 |
| Item 14.                 | Principal Accounting Fees and Services                                    | 19 |
|                     |                                                                      |
| PART IV                  |
|                     |                                                                      |
| Item 15.                 | Exhibits and Financial Statement Schedules                                | 20 |
|                     |                                                                      |
| SIGNATURES               | 25                                                                        |
|                     |                                                                      |
| Exhibit 31.1             |                                                                      |
| Exhibit 31.2             |                                                                      |

----

Table of Contents

Item 10.   Directors, Executive Officers and Corporate Governance

| Name                          |   | Age |   | Position                                        |
|-------------------------------|--------|-----|--------|-------------------------------------------------|
| Michael K. Wilhelm            |   | 43  |   | President, Chief Executive Officer and Director |
| John N. Fermanis              |   | 56  |   | Chief Financial Officer                         |
| Hal N. Siegel, Ph.D.          |   | 55  |   | Chief Scientific Officer and Director           |
| Lance K. Gordon, Ph.D.        |   | 62  |   | Director                                        |
| Robert J. Hariri, M.D., Ph.D. |   | 51  |   | Director                                        |
| Theodore E. Staahl, M.D.      |   | 65  |   | Director                                        |
| Jerome B. Zeldis, M.D., Ph.D. |   | 60  |   | Director                                        |

----

Table of Contents

----

Table of Contents

| · | Mr. Wilhelm failed to file 22 Form 4s for 40 transactions that occurred in 2004, 2005, 2006, 2007 and 2008.  Mr. Wilhelm failed to file a Form 5 for fiscal 2003, 2004, 2005, 2006 and 2007.  Mr. Wilhelm filed a Form 5 for fiscal 2008 on February 18, 2009 which reported 40 of these transactions.  Mr. Wilhelm’s Form 5 for fiscal 2008 was not timely filed; |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Mr. Fermanis failed to file 6 Form 4s for 7 transactions that occurred in 2004, 2005, 2006 and 2007.  Mr. Fermanis failed to file a Form 5 for fiscal 2004, 2005, 2006 and 2007.  Mr. Fermanis filed a Form 5 for fiscal 2008 on February 17, 2009 which reported 7 of these transactions; |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Dr. Siegel failed to file 5 Form 4s for 5 transactions that occurred in 2005.  Dr. Siegel failed to file a Form 5 for fiscal 2006 and 2007.  Dr. Siegel filed a Form 5 for fiscal 2008 on February 17, 2009 which reported 5 of these transactions; |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Dr. Gordon failed to file a Form 4 for 1 transaction that occurred in 2007 to report an option grant he received in August 2007 and failed to file a Form 5 for fiscal 2007.  Dr. Gordon filed a Form 5 for fiscal 2008 on February 17, 2009 which reported 1 transaction; |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Dr. Hariri failed to file a Form 4 for 2 transactions that occurred in 2007 to report option grants he received in August 2007 and failed to file a Form 5 for fiscal 2007 and 2008; |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Dr. Staahl failed to file 11 Form 4s for 14 transactions that occurred in 2003, 2004, 2006, 2007 and 2008.  Dr. Staahl failed to file a Form 5 for fiscal 2003, 2004, 2005, 2006 and 2007. Dr. Staahl filed a Form 5 for fiscal 2008 on February 17, 2009 which reported 14 of these transactions; and, |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Dr. Zeldis failed to timely file a Form 3 within 10 days of his appointment as a director in 2007 and failed to file 2 Form 4s for 2 transactions that occurred in 2008 and failed to file a Form 5 for fiscal 2007.  Dr. Zeldis filed a Form 5 for fiscal 2008 on February 17, 2009 which reported 2 of these transactions. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

----

Table of Contents

Item 11.  Executive Compensation

| o      | provide competitive compensation that will help attract, retain and reward qualified executives, with a focus on talent from within the bio-pharmaceutical industry; and, |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                      |
| o      | align management’s interests with the interests of stockholders by including long-term equity incentives.                                                           |

----

Table of Contents

| o      | the scope and strategic impact of the executive officer’s responsibilities, including the importance of the job function to our business;                                           |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                      |
| o      | our past financial performance and future expectations;                                                                                                                                   |
|   |                                                                                                                                                                                      |
| o      | the performance and experience of each individual;                                                                                                                                        |
|   |                                                                                                                                                                                      |
| o      | past salary levels of each individual and of the officers as a group;                                                                                                                     |
|   |                                                                                                                                                                                      |
| o      | our need for someone in a particular position; and                                                                                                                                        |
|   |                                                                                                                                                                                      |
| o      | for each executive officer, other than the Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer, in consultation with our Chief Financial Officer. |

----

Table of Contents

| Named Executive Officers & Key Employees |   | 2009 Salary |    |   | 2008 Salary |   |    | % Increase |   |
|----------------------------------------------|--------|-------------|---------|--------|-------------|--------|---------|------------|--------|
|   Michael K. Wilhelm                    |   | $           | 380,365 |   |        | $      | 344,842 |       |   |   | 10.3 | % |
|   Hal N. Siegel                         |   | $           | 229,191 |   |        | $      | 210,000 |       |   |   | 9.1 | % |
|   John N. Fermanis                      |   | $           | 140,000 |   |        | $      | 130,000 |       |   |   | 7.7 | % |

----

Table of Contents

| Name & Principal Position          |   | Fiscal Year |       | Salary($)(1) |    | Bonus($) (2) |   | Stock Awards($)(3) |   | Option Awards($)(4) |   | Non-EquityIncentive PlanCompensation($)(5) |    | All OtherCompensation($)(6) |          | TotalCompensation($) |
|---------------------------------------------|--------|-------------|------------|--------------|---------|--------------|--------|--------------------|--------|---------------------|--------|--------------------------------------------|---------|-----------------------------|---------------|----------------------|
| Michael K. Wilhelm                          |   |        | 2009       |         | 380,365 |         |   | —            |   | —             |   |                                       | 56,250  |                        | —       |                 |   | 15,820 |   | 452,435 |
| President, CEO                              |   |        | 2008       |         | 344,842 |         |   | 550,000            |   | —             |   |                                       | — |                        | —       |                 |   | 15,820 |   | 910,662 |
| John N. Fermanis                            |   |        |  2009 |         | 140,000 |         |   | 9,000              |   |  —       |   |                                       | 31,250  |                        |  — |                 |   | 499 |   | 180,749 |
| Chief Financial Officer                     |   |        | 2008       |         | 130,000 |         |   | 7,800              |   | —             |   |                                       | — |                        | —       |                 |   | 6,498 |   | 144,298 |
|                                        |   |        |       |         |    |         |   |               |   |                |   |                                       |    |                        |          |                 |   |   |   |   |
| Hal N. Siegel                               |   |        |  2009 |         | 229,191 |         |   | 10,000             |   |  —       |   |                                       | 43,750  |                        |  — |                 |   |  — |   | 282,941 |
| Vice-President and Chief Scientific Officer |   |        |  2008 |         | 210,000 |         |   | 10,000             |   | —             |   |                                       | — |                        | —       |                 |   | — |   | 220,000 |

| (1) | The amounts reported in the Salary column represent the dollar amount of base salary earned by each named executive officer in the year indicated. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Bonuses have been awarded for performance, as a signing bonus for employment agreements and as per the terms of employment agreements with regard to specific target incentive milestones. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Named Executive Officer | Bonus Date      |   | Bonus ($) |    | Reason | Form of Bonus    |
|-------------------------|-----------------|--------|-----------|---------|--------|------------------|
| Michael K. Wilhelm      | January 9, 2008 |   | $         | 90,750  |   | Target Incentive | Cash |
| Michael K. Wilhelm      | July 3, 2008    |   | $         | 59,250  |   | Target Incentive | Cash |
| Michael K. Wilhelm      | August 15, 2008 |   | $         | 150,000 |   | Target Incentive | Cash |
| Michael K. Wilhelm      | August 15, 2008 |   | $         | 250,000 |   | Target Incentive | Restricted Common Stock |
|                    |            |   | $         | 550,000 |   |             |   |
|                    |            |   |      |    |   |             |   |
| John N. Fermanis        | 2008            |   | $         | 7,800   |   | Performance      | Cash |
| John N. Fermanis        | 2009            |   | $         | 9,000   |   | Performance      | Cash |
|                    |            |   |      |    |   |             |   |
| Hal N. Siegel           | 2008            |   | $         | 10,000  |   | Signing bonus    | Cash |
| Hal N. Siegel           | 2009            |   | $         | 10,000  |   | Signing bonus    | Cash |

| (3) | The amounts reported in the Stock Awards column represent the grant date fair value of such awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718).  There were no awards of stock in 2009 or 2008. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | The amounts reported in the Option Awards column represent the grant date fair value of such awards.  Stock option awards are subject to a vesting schedule vesting in equal quarterly installments over a 12 month period.  The amounts in this column are equal to the aggregate fair value on the date of grant for stock option awards.  For a description of the assumptions used to determine the fair value of stock options granted in 2009, see Note 7 to our Consolidated Financial Statement in our Annual Report on Form 10-K for the year ended December 31, 2009.  For information on the valuation assumptions used for stock option awards made prior to 2009, see the notes to the Company’s Consolidated Financial Statements regarding stock-based compensation in our Annual Report on Form 10-K for the respective year. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5)   | The amounts reported in the Non-Equity Incentive Plan Compensation column represent the amounts of annual incentive bonus awards earned by the named executive officer in the year indicated, but paid in the following year. No incentive bonus awards were paid for 2009 or 2008. |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

| (6)   | All Other Compensation is comprised of automobile leases for our Chief Executive Officer and Chief Financial Officer.  The total cost recognized by us in fiscal year 2009 related to automobile leases for our Chief Executive Officer and Chief Financial Officer was $15,820 and $499, respectively.  The total cost recognized by us in fiscal year 2008 related to automobile leases for our Chief Executive Officer and Chief Financial Officer was $15,820 and $6,498, respectively. |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

----

Table of Contents

|                          |   | 2009 Options |    |
|-------------------------------|--------|--------------|---------|
| Named Executive Officer  |   | Granted      |    |
| Michael K. Wilhelm       |   |         | 225,000 |   |
| John N. Fermanis         |   |         | 125,000 |   |
| Hal N. Siegel                 |   |         | 175,000 |   |
| Total Options Granted    |   |         | 525,000 |   |

----

Table of Contents

|                               | Option Awards |   | Stock Awards |    |
|------------------------------------|---------------|--------|--------------|---------|
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   | Market |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   | Value of |   |
|                               |          |   | Number of    |    |   | Number of |   |   |   |   |   |   | Number of |   |   | Shares or |   |
|                               |          |   | Securities   |    |   | Securities |   |   | Option |   |   |   | Shares or |   |   | Units of |   |
|                               |          |   | Underlying   |    |   | Underlying |   |   | Exercise |   |   |   | Units of |   |   | Stock That |   |
|                               |          |   | Unexercised  |    |   | Unexercised |   |   | Price |   | Option |   | Stock That |   |   | Have Not |   |
|                               | Grant         |   | Options (#)  |    |   | Options (#) |   |   | per |   | Expiration |   | Have Not |   |   | Vested |   |
| Name                               | Date          |   | Exercisable  |    |   | Unexercisable |   |   | Share ($) |   | Date |   | Vested (#) |   |   | ($) |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael K. Wilhelm,                | 7/1/05        |   |         | 15,000  | (1) |   |   | — |   |   |   | 4.40 |   | 5/19/10 |   |   | — |   |   |   | — |   |
| President, Chief Executive Officer | 8/20/05       |   |         | 10,303  | (1) |   |   | — |   |   |   | 3.30 |   | 8/9/10 |   |   | — |   |   |   | — |   |
|                               | 7/14/06       |   |         | 189,697 | (2) |   |   | — |   |   |   | 2.31 |   | 7/13/11 |   |   | — |   |   |   | — |   |
|                               | 9/13/06       |   |         | 45,455  | (2) |   |   | — |   |   |   | 2.20 |   | 9/12/11 |   |   | — |   |   |   | — |   |
|                               | 9/13/06       |   |         | 304,546 | (2) |   |   | — |   |   |   | 2.20 |   | 9/12/11 |   |   | — |   |   |   | — |   |
|                               | 8/1/07        |   |         | 200,000 | (4) |   |   | — |   |   |   | 1.66 |   | 7/31/17 |   |   | — |   |   |   | — |   |
|                               | 8/1/07        |   |         | 50,000  | (4) |   |   | — |   |   |   | 1.95 |   | 7/31/17 |   |   | — |   |   |   | — |   |
|                               | 8/19/09       |   |         | 112,500 | (5) |   |   | 112,500 |   |   |   | 0.25 |   | 8/19/19 |   |   | — |   |   |   | — |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| John N. Fermanis,                  | 8/1/07        |   |         | 90,000  | (4) |   |   | — |   |   |   | 1.66 |   | 7/31/17 |   |   | — |   |   |   | — |   |
| Chief Financial Officer            | 8/1/07        |   |         | 50,000  | (4) |   |   | — |   |   |   | 1.95 |   | 7/31/17 |   |   | — |   |   |   | — |   |
|                               | 8/19/09       |   |         | 62,500  | (5) |   |   | 62,500 |   |   |   | 0.25 |   | 8/19/19 |   |   | — |   |   |   | — |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |          |   |         |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Hal N. Siegel, Ph.D.,              | 10/23/06      |   |         | 20,000  | (3) |   |   | — |   |   |   | 2.00 |   | 10/22/11 |   |   | — |   |   |   | — |   |
| Vice President and                 | 8/1/07        |   |         | 110,000 | (4) |   |   | — |   |   |   | 1.66 |   | 7/31/17 |   |   | — |   |   |   | — |   |
| Chief Scientific Officer           | 8/1/07        |   |         | 50,000  | (4) |   |   | — |   |   |   | 1.95 |   | 7/31/17 |   |   | — |   |   |   | — |   |
|                               | 8/19/09       |   |         | 87,500  | (5) |   |   | 87,500 |   |   |   | 0.25 |   | 8/19/19 |   |   | — |   |   |   | — |   |

| (1) |   | Stock option awards granted in 2005 pursuant to the terms of our 2003 Stock Option, Deferred Stock, Restricted Stock and Bonus Stock Plan to Mr. Wilhelm at a price equal to 110% of the closing price of our common stock on the date of grant and vested immediately.  The stock options expire five years from date of grant.                                        |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Stock option awards granted in 2006 pursuant to the terms of our 2003 Stock Option, Deferred Stock, Restricted Stock and Bonus Stock Plan to Mr. Wilhelm vest 50% after ninety days of continued employment and the balance in equal monthly installments for 12 months thereafter. The stock options expire five years from date of grant.                                       |
| (3) |   | Stock option awards granted in 2006 pursuant to the terms of our 2003 Stock Option, Deferred Stock, Restricted Stock and Bonus Stock Plan to Dr. Siegel at a price equal to 100% of the closing price of our common stock on the date of grant and vested immediately.  The stock options expire five years from date of grant.                                         |
| (4) |   | Stock option awards granted in 2007 pursuant to the terms of our 2003 Stock Option, Deferred Stock, Restricted Stock and Bonus Stock Plan at a price equal to 100% of the closing price of our common stock on the date of grant and vest 100% in 30 days from the vesting commencement date of August 1, 2007.  The stock options expire ten years from date of grant. |
| (5) |   | Stock option awards granted in 2009 pursuant to the terms of our 2003 Stock Option, Deferred Stock, Restricted Stock and Bonus Stock Plan at a price equal to 100% of the closing price of our common stock on the date of grant and vest in equal quarterly installments over a 12 month period.  The stock options expire ten years from date of grant.               |

----

Table of Contents

|                          |   | Fees    |    |   |   |   |    |      |   |   |           |   |   |         |    |   |         |   |    |   |   |
|-------------------------------|--------|---------|---------|--------|--------|--------|---------|-----------|--------|--------|----------------|--------|--------|--------------|---------|--------|--------------|--------|---------|--------|--------|
|                          |   | Earned  |    |   |   |   |    |      |   |   |           |   |   |         |    |   |         |   |    |   |   |
|                          |   | or      |    |   |   |   |    |      |   |   | Non-Equity     |   |   | Nonqualified |    |   |         |   |    |   |   |
|                          |   | Paid in |    |   | Stock  |   |    | Option    |   |   | Incentive Plan |   |   | Deferred     |    |   | All Other    |   |    |   |   |
|                          |   | Cash    |    |   | Awards |   |    | Awards    |   |   | Compensation   |   |   | Compensation |    |   | Compensation |   |    | Total  |   |
| Name                          |   | ($)     |    |   | ($)    |   |    | ($)(1)(2) |   |   | ($)            |   |   | Earnings($)  |    |   | ($)          |   |    | ($)    |   |
|                          |   |    |    |   |   |   |    |      |   |   |           |   |   |         |    |   |         |   |    |   |   |   |   |   |   |   |   |   |
| Lance K. Gordon, Ph.D.        |   |    | — |   |   |   | — |      |   |   | 25,000         |   |   |         | — |   |         |   | — |   |   |   | — |   |   |   | 25,000 |   |
|                          |   |    |    |   |   |   |    |      |   |   |           |   |   |         |    |   |         |   |    |   |   |   |   |   |   |   |   |   |
| Robert J. Hariri, M.D., Ph.D. |   |    | — |   |   |   | — |      |   |   | 50,000         |   |   |         | — |   |         |   | — |   |   |   | — |   |   |   | 50,000 |   |
|                          |   |    |    |   |   |   |    |      |   |   |           |   |   |         |    |   |         |   |    |   |   |   |   |   |   |   |   |   |
| Theodore E. Staahl, M.D.      |   |    | — |   |   |   | — |      |   |   | 12,500         |   |   |         | — |   |         |   | — |   |   |   | — |   |   |   | 12,500 |   |
|                          |   |    |    |   |   |   |    |      |   |   |           |   |   |         |    |   |         |   |    |   |   |   |   |   |   |   |   |   |
| Jerome B. Zeldis, M.D., Ph.D. |   |    | — |   |   |   | — |      |   |   | 8,750          |   |   |         | — |   |         |   | — |   |   |   | — |   |   |   | 8,750 |   |

|                          |   | Stock Option |    |
|-------------------------------|--------|--------------|---------|
| Name                          |   | Grants       |    |
|                          |   |         |    |   |
| Lance K. Gordon, Ph.D.        |   |         | 200,000 |   |
| Robert J. Hariri, M.D., Ph.D. |   |         | 400,000 |   |
| Theodore E. Staahl, M.D.      |   |         | 150,000 |   |
| Jerome B. Zeldis, M.D., Ph.D. |   |         | 135,000 |   |

----

Table of Contents

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

|   |  · | Our executive officers and directors;                                                                              |
|--------|--------------|--------------------------------------------------------------------------------------------------------------------|
|   |  · | All directors and executive officers as a group; and                                                               |
|   |  · | Each person known to us to beneficially own more than five percent (5%) of our outstanding shares of common stock. |

----

Table of Contents

| Name of Beneficial Owner                                                          |   | Number of Shares |      |   | Percent of Class |   |
|-----------------------------------------------------------------------------------|--------|------------------|-----------|--------|------------------|--------|
| (i) Directors and Executive Officers                                              |   |             |      |   |             |   |   |   |
| Michael K. Wilhelm (1)                                                            |   |             | 2,116,808 |   |             |   | 13.9 | % |
| John N. Fermanis (2)                                                              |   |             | 282,500   |   |             |   | 2.0 |   |
| Hal N. Siegel, Ph.D. (3)                                                          |   |             | 366,500   |   |             |   | 2.5 |   |
| Lance K. Gordon, Ph.D. (4)                                                        |   |             | 200,000   |   |             |   | 1.4 |   |
| Robert J. Hariri, M.D., Ph.D. (5)                                                 |   |             | 521,055   |   |             |   | 3.6 |   |
| Theodore E. Staahl, M.D. (6)                                                      |   |             | 493,407   |   |             |   | 3.5 |   |
| Jerome B. Zeldis, M.D., Ph.D. (7)                                                 |   |             | 135,000   |   |             |   | * |   |
| Officers and Directors as a group (7 persons) (8)                                 |   |             | 4,115,270 |   |             |   | 24.6 |   |
|                                                                              |   |             |      |   |             |   |   |   |
| (ii) Other Beneficial Owners (and their addresses)                                |   |             |      |   |             |   |   |   |
| YA Global Investments, L.P. (9)101 Hudson Street, Suite 3700Jersey City, NJ 07302 |   |             | 1,411,672 |   |             |   | 9.99 |   |
|                                                                              |   |             |      |   |             |   |   |   |
| Brencourt Advisors, LLC (10)600 Lexington Avenue, 8th FloorNew York, NY 10022.    |   |             | 1,410,260 |   |             |   | 9.98 |   |

| *  |   | Represents beneficial ownership of less than one percent of the Company’s Common Stock. |
|---------|--------|-----------------------------------------------------------------------------------------------|

| (1)       |   | Consists of 1,038,727 shares of Common Stock, 38,081 shares issuable upon the exercise of outstanding warrants, and 1,040,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (2)       |   | Consists of 10,000 shares of Common Stock, 7,500 shares issuable upon the exercise of outstanding warrants, and 355,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (3)       |   | Consists of 11,000 shares of Common Stock, 500 shares issuable upon the exercise of outstanding warrants, and 355,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (4)       |   | Consists of 200,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (5)       |   | Consists of 89,805 shares of Common Stock, 31,250 shares issuable upon the exercise of outstanding warrants and 400,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010. Includes 27,305 shares of Common Stock and 400,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010 held by Dr. Hariri and includes 62,500 shares of Common Stock and 31,250 shares issuable upon the exercise of outstanding warrants exercisable within 60 days of April 1, 2010 held by The Hariri Family Limited Partnership, a partnership that Dr. Hariri is the administrative manager thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (6)       |   | Consists of 343,407 shares of Common Stock and 150,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  (7) |   | Consists of 200,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (8)       |   | Consists of 1,492,938 shares of Common Stock, 77,331 shares issuable upon the exercise of outstanding warrants and 2,545,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 1, 2010. Includes 62,500 shares of Common Stock and 31,250 shares issuable upon the exercise of outstanding warrants exercisable within 60 days of April 1, 2010 held by The Hariri Family Limited Partnership, a partnership that Dr. Hariri is the administrative manager thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  (9) |   | Consists of 1,500,000 shares issuable upon the exercise of outstanding warrants exercisable within 60 days of April 1, 2010, an aggregate of $3,000,000 in secured convertible notes convertible into Common Stock at $1.50 per share; $68,889 secured convertible notes convertible at a price of no less than $0.57 per share; an aggregate of $75,000 secured convertible notes convertible at a price of no less than $0.34 per share; and, an aggregate of $300,000 secured convertible notes convertible at a price of no less than $0.30 per share.  However, by contract, the warrants cannot be exercised nor may the notes be converted if after the exercise or conversion the beneficial owner would own more than 9.99% of the outstanding shares of common stock, unless waived by YA Global Investments, L.P. upon 65 days notice.   Accordingly only 1,411,672 of shares issuable upon the exercise of warrants and conversion of secured convertible notes are included.                                                                                                                                                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (10)      |   | Represents securities owned by Brencourt Multi-Strategy Master, Ltd., Schreckhorn Fund Limited and Brencourt BD, LLC, over which Brencourt Advisors, LLC has investment and voting control.  Consists of 2,500,000 shares issuable upon the exercise of outstanding warrants exercisable within 60 days of April 1, 2010, an aggregate of $5,000,000 in secured convertible notes convertible into Common Stock at $1.55 per share; an aggregate of $125,000 secured convertible notes convertible at a price of no less than $0.34 per share; and, an aggregate of $500,000 secured convertible notes convertible at a price of no less than $0.30 per share.  . However, by contract, the warrants cannot be exercised if after the exercise the beneficial owner would own more than 4.99% of the outstanding shares of common stock, unless such ownership limitation is increased or decreased by the holder upon 61 days’ prior notice to us subject to a maximum ownership limitation of 9.99%.  The secured convertible notes may not be converted if after the conversion the beneficial owner would own more than 9.98% of the outstanding shares of common stock.  Accordingly only 1,410,260 of shares issuable upon the exercise of warrants and conversion of secured convertible notes are included. |

----

Table of Contents

| Plan Category                                          |   |   (a)Number of securities to be Issued upon exercise of outstanding options |      |   |     (b)Weighted-average exercise price of Outstanding options |   |   | (c)Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column(a) |   |
|--------------------------------------------------------|--------|----------------------------------------------------------------------------------|-----------|--------|------------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                   |   |                                                                             |      |   |                                                                         |
|                                                   |   |                                                                             |      |   |                                                                         |
|                                                   |   |                                                                             |      |   |                                                                         |
|                                                   |   |                                                                             |      |   |                                                                         |
|                                                   |   |                                                                             |      |   |                                                                         |
|                                                   |   |                                                                             |      |   |                                                                         |
| Equity Compensation Plans Approved by Stockholders (1) |   |                                                                             | 2,818,724 |   |                                                                         | $      | 1.79   |                                                                                                                                        |   |   | 1,802,936 |   |
| Equity Compensation Plans Not Approved by Stockholders |   |                                                                             | -         |   |                                                                         | $      | -      |                                                                                                                                        |   |   | - |   |

Certain Relationships and Related 

----

Table of Contents

 14.  Principal Accountant Fees and Services

|                  |   | 2009                                                                                                                                                                                              |   | % of Total |         |   | 2008   |           | % of Total |                |
|-----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|--------------|--------|--------|---------------------|----------------------|---------------------|
| Fee Category          |   |                                                                                                                                                                                              |   |                 |         |   |   |                |            |                |   |
| Audit Fees(1)         | $      | 108,485                                                                                                                                                                                           |   | 100.0                | %       |   | $      | 77,975              |            | 94.0                | %  |
| Audit-related Fees(2) |   | —                                                                                                                                                                                 |   |                 | %       |   |   | —   |            | —   | %  |
| Tax Fees(3)           |   |   —                                                                                                                                                                          |   |                 |    |   |   | —   |            | —   |    |
| All Other Fees(4)     |   |   —                                                                                                                                                                          |   |                 |    |   |   | 5,000               |            | 6.0                 | %  |
| Total Fees            | $      |                                108,485 |   | 100.0                | %       |   | $      | 82,975              |            | 100.0               | %  |

| (1) | Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by RBSM LLP in connection with statutory and regulatory filings or engagements. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Tax fees consist of fees for tax compliance/preparation and other tax services. No such services were incurred in 2009 or 2008. |
|-----|---------------------------------------------------------------------------------------------------------------------------------|

| (4) | All other fees consist of fees for accounting literature subscription services.  In 2008, audit fees also included $5,000 billed for professional services rendered in connection with the review of and consent to the Company’s SEC Form S-8. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

Item 15. Exhibits and Financial Statement Schedules

| 1. | Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this annual report on Form 10-K. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | Financial Statement Schedule: Not applicable. |
|----|-----------------------------------------------|

| 3. | Exhibits: |
|----|-----------|

| 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).  |
|           |                                                                                                                                                                                                                                                                                              |
| 3.1(h)         | Certificate of Amendment filed with the Delaware Secretary of State on June 27, 2008.                                                                                                                                                                                                             |
|           |                                                                                                                                                                                                                                                                                              |
| 3.1(i)         | Certificate of Amendment filed with the Delaware Secretary of State on July 10, 2008.                                                                                                                                                                                                             |
|           |                                                                                                                                                                                                                                                                                              |
| 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).                                          |

----

Table of Contents

| Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                                                             |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.3            | Amendment No. 1 to IR BioSciences Holdings, Inc. 2003 Stock Option, Deferred Stock and Restricted Stock Plan (incorporated by reference to Annex B to the definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 5, 2006).                                                                                           |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.4            | Amendment No. 2 (titled “Amendment No. 3”) to IR BioSciences Holdings, Inc. 2003 Stock Option, Deferred Stock and Restricted Stock Plan (incorporated by reference to Appendix B to the definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 9, 2008).                                                  |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.5            | 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).        |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.6            | 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).  |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.7            | 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). |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.8            | 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).                                                                        |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.8            | 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).                              |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.10           | 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).                                                                                       |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.11           | 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).                                                                                                                |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.12           | 8% Secured Convertible Debenture due May 31, 2011 in the amount of $1,000,000, issued to YA Global Investments, L.P., dated June 12, 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 June 17, 2008)                                                                     |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.13           | Amendment Number 1 to 8% Secured Convertible Debenture in the amounts of $2,000,000 and $1,000,000, issued to YA Global Investments, L.P., dated January 3, 2008 and June 12, 2008, respectively (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 23, 2008).             |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.14           | Waiver of Application of Provisions Under Secured Convertible Debenture between the Company and YA Global Investments, L.P. dated July 18, 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 July 23, 2008).                                                              |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.15           | Form of 10% Secured Convertible Debenture due August 8, 2013 dated August 8, 2008 issued to Funds Managed by Brencourt Advisors LLC (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 2008).                                                                        |
|           |                                                                                                                                                                                                                                                                                                                                                               |
| 4.16           | Form of Common Stock Purchase Warrant dated August 8, 2008 issued to Funds Managed by Brencourt Advisors LLC (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 2008)                                                                                                |

----

Table of Contents

| Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                                                              |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.17           | Amendment Number 2 to 8% Secured Convertible Debenture in the amount of $2,000,000 issued to YA Global Investments, L.P., dated January 3, 2008 (incorporated by reference from Exhibit 4.3 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 2008).                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                                |
| 4.18           | Amendment Number 2 to 8% Secured Convertible Debenture in the amount of $1,000,000 issued to YA Global Investments, L.P., dated June 12, 2008 (incorporated by reference from Exhibit 4.4 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 2008)                                                                |
|           |                                                                                                                                                                                                                                                                                                                                                                |
| 4.19           | Amendment Number 1 to Common Stock Purchase Warrant, issued to YA Global Investments, L.P., dated August 8, 2008 (incorporated by reference from Exhibit 4.5 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 2008)                                                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                                |
| 4.20           | Common Stock Purchase Warrant, issued to YA Global Investments, L.P., dated August 8, 2008 incorporated by reference from Exhibit 4.6 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 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).                              |
|           |                                                                                                                                                                                                                                                                                                                                                                |
| 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 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).                                                                                                                    |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.8           | 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).                                                                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.9           | 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).                                                                                                                    |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.10          | 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).          |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.11          | 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).                    |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.12          | 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).                     |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.13          | 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).                  |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.14          | 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). |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.15          | 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).                 |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.16          | 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).                  |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.17          | 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).                                    |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.18          | 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).                      |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.19          | 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).                      |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.20          | 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).                                                                                                                                                  |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.21          | 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).                                                                                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.22          | Agreement dated August 14, 2007 by and between the Company and Dr. Robert J. Hariri 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 August 17, 2007).                                                                                                               |
|           |                                                                                                                                                                                                                                                                                                                                                              |
| 10.23          | 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).                                                          |

----

Table of Contents

| Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.24          | Amendment for an Extension to Lease Term and to Relocate to Suite 280 at the Bay Colony Executive Center - East dated March 17, 2009 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 March 20, 2009). |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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 January 1, 2008 by and between the Company and John Fermanis (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 8, 2008).                                                                                                                                                          |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.34          | Change of Control Agreement dated January 1, 2008 by and between the Company and John Fermanis (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 8, 2008).                                                                                                                                                   |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.35          | Securities Purchase Agreement, dated as of August 8, 2008, by and among the Company, ImmuneRegen BioSciences, Inc., and certain funds managed by Brencourt Advisors, LLC (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 11, 2008).                                                                       |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.36          | Guaranty Agreement dated as of August 8, 2008, executed by ImmuneRegen BioSciences, Inc. in favor of certain funds managed by Brencourt Advisors, LLC (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 11, 2008).                                                                                          |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.37          | Security Agreement dated as of August 8, 2008, by and among the Company, ImmuneRegen BioSciences, Inc., and certain funds managed by Brencourt Advisors, LLC (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 11, 2008).                                                                                   |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.38          | Patent Security Agreement dated as of August 8, 2008, by and among the Company, ImmuneRegen BioSciences, Inc. and certain funds managed by Brencourt Advisors, LLC (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 11, 2008).                                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.39          | Employment Agreement dated October 24, 2008 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 December 22, 2008).                                                                                                                                                        |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.40          | Change of Control Agreement dated October 24, 2008 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 December 22, 2008).                                                                                                                                                 |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.41          | Employment Agreement dated February 2, 2010 by and between the Company and John N. Fermanis                                                                                                                                                                                                                                                                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.42          | Change of Control Agreement dated February 2, 2010 by and between the Company and John N. Fermanis                                                                                                                                                                                                                                                                                                      |
|           |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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).                                                                                                                                                                            |

----

Table of Contents

| Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1           | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, 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-K, 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 any filings. |

----

Table of Contents

SIGNATURES

|                 |                                  |                                                                                                                                                                   |
|----------------------|---------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 | IR BIOSCIENCES HOLDINGS, INC.         |
|                 |                                  |                                                                                                                                                                   |
| Date: April 30, 2010 | By:                                   | /s/ Michael K. Wilhelm                         |
|                 | Michael K. Wilhelm                    |
|                 | President and Chief Executive Officer |

|  SIGNATURE                                                                                                                                                                                                     |   |  TITLE                                                                   |   |  DATE     |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|--------|----------------|
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ Michael K. Wilhelm                                                       |   | Chief Executive Officer, President and Director (Principal Executive Officer) |   | April 30, 2010 |
| Michael K. Wilhelm                                                                                                                                                                                                  |   |                                                                          |   |           |
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ John N. Fermanis                                |   | Chief Financial Officer (Principal Financial and Accounting Officer)          |   | April 30, 2010 |
| John N. Fermanis                                                                                                                                                                                                    |   |                                                                          |   |           |
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ Theodore E. Staahl, M.D.                                                                                              |   | Director                                                                      |   | April 30, 2010 |
| Theodore E. Staahl, M.D.                                                                                                                                                                                            |   |                                                                          |   |           |
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ Hal N. Siegel, Ph.D.                                                     |   | Director                                                                      |   | April 30, 2010 |
| Hal N. Siegel, Ph.D.                                                                                                                                                                                                |   |                                                                          |   |           |
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ Lance K. Gordon, Ph.D.                                                                                      |   | Director                                                                      |   | April 30, 2010 |
| Lance K. Gordon, Ph.D.                                                                                                                                                                                              |   |                                                                          |   |           |
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ Robert J. Hariri, M.D., Ph.D.                                                                                                                                                                                   |   | Director                                                                      |   | April 30, 2010 |
| Robert J. Hariri, M.D., Ph.D.                                                                                                                                                                                       |   |                                                                          |   |           |
|                                                                                                                                                                                                                |   |                                                                          |   |           |
| /s/ Jerome B. Zeldis, M.D., Ph.D.                                                                                                                            |   | Director                                                                      |   | April 30, 2010 |
| Jerome B. Zeldis, M.D., Ph.D.                                                                                                                                                                                       |   |                                                                          |   |           |

----

Table of Contents