##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the quarterly period ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the transition period from  to .
 Commission file number: 001-14907
 IMMTECH PHARMACEUTICALS, INC.
  Delaware
    
    39-1523370(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer 
Identification No.)One North End Avenue, New York, New York
    
    10282(Address of principal executive offices)
    
    (Zip Code)
  Former name, former address and former fiscal year, if changed since last report
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATION
    
    
    1Item 1 Financial Statements
    
    
    1Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    27Item 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4 Controls and Procedures
    
    
    34PART II OTHER INFORMATION
    
    
    35Item 1 Legal Proceedings
    
    
    35Item 1A Risk Factors
    
    
    36Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    37Item 3 Defaults Upon Senior Securities
    
    
    37Item 4 Submission of Matters to a Vote of Security Holders
    
    
    37Item 5 Other Information
    
    
    37Item 6 Exhibits
    
    
    38Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   -i-




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A Development Stage Enterprise)
 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 December 31,
    
    
    March 31,2008
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    913,770
    
    
    $
    5,996,157Restricted funds on deposit
    
    
    504,145
    
    
    
    3,776,253Prepaid rent
    
    
    2,000,000
    
    
    
    Other receivables
    
    
    
    
    
    
    54,205Other current assets
    
    
    162,880
    
    
    
    253,014Total current assets
    
    
    3,580,795
    
    
    
    10,079,629PROPERTY AND EQUIPMENT  Net
    
    
    59,567
    
    
    
    89,519PREPAID RENT
    
    
    
    
    
    
    3,234,314OTHER ASSETS
    
    
    47,731
    
    
    
    34,142TOTAL
    
    $
    3,688,093
    
    
    $
    13,437,604LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    977,877
    
    
    $
    2,938,511Accrued expenses
    
    
    317,519
    
    
    
    499,770Deferred revenue
    
    
    173,033
    
    
    
    2,399,676Total current liabilities
    
    
    1,468,429
    
    
    
    5,837,957Total liabilities
    
    
    1,468,429
    
    
    
    5,837,957
  -1-




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##### Table of Contents



December 31,
    
    
    March 31,2008
    
    
    2008STOCKHOLDERS EQUITY:Preferred stock, par value $0.01 per share, 3,913,000 shares authorized and
unissued as of December 31, 2008 and March 31, 2008.Series A convertible preferred stock, par value $0.01 per share, stated value
$25 per share, 320,000 shares authorized, 32,500 and 50,500 shares issued
and outstanding as of December 31, 2008 and March 31, 2008, respectively;
aggregate liquidation preference of $822,383 as of December 31, 2008.
    
    
    822,383
    
    
    
    1,296,831Series B convertible preferred stock, par value $0.01 per share, stated value
$25 per share, 240,000 shares authorized, 9,464 and 11,464 shares issued
and outstanding as of December 31, 2008 and March 31, 2008, respectively;
aggregate liquidation preference of $240,118 as of December 31, 2008.
    
    
    240,118
    
    
    
    296,780Series C convertible preferred stock, par value $0.01 per share, stated value
$25 per share, 160,000 shares authorized, 45,536 shares issued and outstanding
as of December 31, 2008 and March 31, 2008; aggregate liquidation preference
of $1,157,889 as of December 31, 2008.
    
    
    1,157,889
    
    
    
    1,180,345Series D convertible preferred stock, par value $0.01 per share, stated value
$25 per share, 200,000 shares authorized, 115,200 shares issued and outstanding
as of December 31, 2008 and March 31, 2008; aggregate liquidation preference
of $2,916,925 as of December 31, 2008.
    
    
    2,916,925
    
    
    
    2,959,533Series E convertible preferred stock, par value $0.01 per share, stated value
$25 per share, 167,000 shares authorized, 98,600 shares issued
and outstanding as of March 31, 2008; aggregate liquidation preference of $2,533,107
as of March 31, 2008 (subsequently converted to common stock).
    
    
    
    
    
    
    2,533,107Common stock, par value $0.01 per share, 100,000,000 shares
authorized, 16,966,048 and 15,597,768 shares issued and outstanding
as of December 31, 2008 and March 31, 2008, respectively
    
    
    169,660
    
    
    
    155,978Additional paid-in capital
    
    
    114,414,611
    
    
    
    110,743,899Deficit accumulated during the developmental stage
    
    
    (117,501,922
    )
    
    
    (111,566,826
    )Total stockholders equity
    
    
    2,219,664
    
    
    
    7,599,647TOTAL
    
    $
    3,688,093
    
    
    $
    13,437,604
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IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A Development Stage Enterprise)
 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 October 15,1984Three Months Ended
    
    
    Nine Months Ended
    
    
    (Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008REVENUES
    
    $
    562,631
    
    
    $
    1,835,399
    
    
    $
    2,209,818
    
    
    $
    3,692,081
    
    
    $
    37,009,814EXPENSES:Research and development
    
    
    733,548
    
    
    
    4,213,952
    
    
    
    3,218,450
    
    
    
    8,414,603
    
    
    
    74,902,168General and administrative
    
    
    1,211,329
    
    
    
    2,926,309
    
    
    
    3,403,980
    
    
    
    6,857,515
    
    
    
    76,481,292Asset impairment charge
    
    
    503,778
    
    
    
    
    
    
    
    1,196,851
    
    
    
    
    
    
    
    1,196,851Other (litigation settlement)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,874,454
    )Equity in loss of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,002Total expenses
    
    
    2,448,655
    
    
    
    7,140,261
    
    
    
    7,819,281
    
    
    
    15,272,118
    
    
    
    150,840,859LOSS FROM OPERATIONS
    
    
    (1,886,024
    )
    
    
    (5,304,862
    )
    
    
    (5,609,463
    )
    
    
    (11,580,037
    )
    
    
    (113,831,045
    )OTHER INCOME (EXPENSE):Interest income
    
    
    3,441
    
    
    
    100,992
    
    
    
    35,193
    
    
    
    380,997
    
    
    
    1,948,769Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,129,502
    )Loss on sales of investment securities  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,942
    )Cancelled offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (584,707
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,427,765
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October 15,1984Three Months Ended
    
    
    Nine Months Ended
    
    
    (Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008Other income
    
    
    3,441
    
    
    
    100,992
    
    
    
    35,193
    
    
    
    380,997
    
    
    
    1,659,383NET LOSS
    
    
    (1,882,583
    )
    
    
    (5,203,870
    )
    
    
    (5,574,270
    )
    
    
    (11,199,040
    )
    
    
    (112,171,662
    )CONVERTIBLE PREFERRED STOCK DIVIDENDS AND CONVERTIBLE
PREFERRED STOCK PREMIUM DEEMED DIVIDENDS
    
    
    (112,746
    )
    
    
    (132,629
    )
    
    
    (360,826
    )
    
    
    (402,608
    )
    
    
    (7,700,159
    )REDEEMABLE PREFERRED STOCK CONVERSION, PREMIUM
AMORTIZATION AND DIVIDENDS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,369,899NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
    
    $
    (1,995,329
    )
    
    $
    (5,336,499
    )
    
    $
    (5,935,096
    )
    
    $
    (11,601,648
    )
    
    $
    (117,501,922
    )BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE
TO COMMON STOCKHOLDERS:Net loss
    
    $
    (0.11
    )
    
    $
    (0.33
    )
    
    $
    (0.35
    )
    
    $
    (0.73
    )Convertible preferred stock dividends and convertible
preferred stock premium deemed dividends
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.02
    )BASIC AND DILUTED LOSS PER SHARE ATTRIBUTABLE
TO COMMON STOCKHOLDERS
    
    $
    (0.12
    )
    
    $
    (0.34
    )
    
    $
    (0.37
    )
    
    $
    (0.75
    )WEIGHTED AVERAGE SHARES USED IN COMPUTING
BASIC AND DILUTED NET LOSS PER SHARE
    
    
    16,514,627
    
    
    
    15,534,138
    
    
    
    16,115,052
    
    
    
    15,438,240
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IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A Development Stage Enterprise)
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 October 15,1984Three Months Ended
    
    
    Nine Months Ended
    
    
    (Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008OPERATING ACTIVITIES:Net loss
    
    $
    (1,882,583
    )
    
    $
    (5,203,870
    )
    
    $
    (5,574,270
    )
    
    $
    (11,199,040
    )
    
    $
    (112,171,662
    )Adjustments to reconcile net loss to net cash used in
operating activities:Compensation recorded related to issuance of common stock,
common stock options and warrants
    
    
    199,285
    
    
    
    724,611
    
    
    
    194,376
    
    
    
    2,118,562
    
    
    
    34,059,163Depreciation and amortization of property and equipment
    
    
    11,193
    
    
    
    35,571
    
    
    
    74,492
    
    
    
    109,071
    
    
    
    1,407,729(Gain)/Loss on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,982Equity in loss of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,002Asset impairment charge
    
    
    503,778
    
    
    
    
    
    
    
    1,196,851
    
    
    
    
    
    
    
    1,196,851Loss on sales of investment securities  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,942Amortization of debt discounts and issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134,503Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,427,765
    )Changes in assets and liabilities:Other receivables
    
    
    
    
    
    
    
    
    
    
    54,205Other current assets
    
    
    73,866
    
    
    
    (88,788
    )
    
    
    90,134
    
    
    
    (389,233
    )
    
    
    (162,880
    )Other assets
    
    
    (4,886
    )
    
    
    (165,750
    )
    
    
    (13,589
    )
    
    
    (461,802
    )
    
    
    (47,731
    )Accounts payable
    
    
    159,803
    
    
    
    1,415,919
    
    
    
    (1,960,634
    )
    
    
    257,262
    
    
    
    1,305,412Accrued expenses
    
    
    (106,567
    )
    
    
    753,378
    
    
    
    (182,251
    )
    
    
    629,531
    
    
    
    980,532Deferred revenue
    
    
    (562,631
    )
    
    
    6,217,499
    
    
    
    (2,226,643
    )
    
    
    7,281,869
    
    
    
    173,033Net cash provided by (used in) operating activities
    
    
    (1,608,742
    )
    
    
    3,688,570
    
    
    
    (8,347,329
    )
    
    
    (1,653,780
    )
    
    
    (74,408,889
    )
  -5-




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October 15,1984Three Months Ended
    
    
    Nine Months Ended
    
    
    (Inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008INVESTING ACTIVITIES:Purchase of property and equipment
    
    
    (3,013
    )
    
    
    (4,854
    )
    
    
    (7,077
    )
    
    
    (4,854
    )
    
    
    (1,643,199
    )Restricted funds on deposit
    
    
    448,356
    
    
    
    (4,268,611
    )
    
    
    3,272,108
    
    
    
    (1,843,576
    )
    
    
    (504,145
    )Advances to joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (135,002
    )Proceeds from maturities of investment securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800,527Purchases of investment securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,803,469
    )Net cash provided by (used in) investing activities
    
    
    445,343
    
    
    
    (4,273,465
    )
    
    
    3,265,031
    
    
    
    (1,848,430
    )
    
    
    (2,285,288
    )FINANCING ACTIVITIES:Advances from stockholders and affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    985,172Proceeds from issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,645,194Principal payments on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (218,119
    )Payments for debt issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,669
    )Payments for extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (203,450
    )Net proceeds from issuance of redeemable preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,330,000Net proceeds from issuance of convertible preferred stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,085,434Payments of convertible preferred stock dividends and for fractional shares of
common stock resulting from the conversions of convertible preferred stock
    
    
    (26
    )
    
    
    (513
    )
    
    
    (89
    )
    
    
    (979
    )
    
    
    (6,664
    )Net proceeds from issuance of common stock
    
    
    
    
    
    
    189,679
    
    
    
    
    
    
    
    485,590
    
    
    
    53,798,490Additional capital contributed by stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    245,559Net cash provided by (used in) financing activities
    
    
    (26
    )
    
    
    189,166
    
    
    
    (89
    )
    
    
    484,611
    
    
    
    77,607,947NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (1,163,425
    )
    
    
    (395,729
    )
    
    
    (5,082,387
    )
    
    
    (3,017,599
    )
    
    
    913,770CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    2,077,195
    
    
    
    9,839,925
    
    
    
    5,996,157
    
    
    
    12,461,795
    
    
    
    CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    913,770
    
    
    $
    9,444,196
    
    
    $
    913,770
    
    
    $
    9,444,196
    
    
    $
    913,770
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IMMTECH PHARMACEUTICALS, INC. AND SUBSIDIARIES  (A DEVELOPMENT STAGE ENTERPRISE)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    BASIS OF PRESENTATION
  2.
    
    COMPANY BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business
    -7-




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Going Concern Presentation and Related Risks and Uncertainties
    -8-




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Principles of Consolidation
 Cash and Cash Equivalents
 Restricted Funds on Deposit
 Concentration of Credit Risk
 Investment
  -9-




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Property and Equipment straight-line
 Prepaid Rent
  Long-Lived Assets
 Revenue Recognition
   -10-




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Research and Development Costs
 Income Taxes
 Net Income (Loss) Per Share Earnings Per Share.
 Stock-Based Compensation Share-Based Payment,
  -11-




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Fair Value of Financial Instruments
 Segment Reporting
 Comprehensive Loss
 Use of Estimates
 New Accounting Standard Accounting for Uncertainty in Income Taxes
  New Accounting Standard Business Combinations
 New Accounting Standard Fair Value Measurements Application of FASB Statement No. 157 to FASB Statement
No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes
of Lease Classification or
Measurement under Statement 13 Partial
Deferral of the Effective Date of Statement 157
  -12-




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New Accounting Standard Fair Value Option for Financial Assets and Financial Liabilities
 New Accounting Standard Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (a) non-controlling
 New Accounting Standard The Hierarchy of
Generally Accepted Accounting Principles
 3.
    
    STOCKHOLDERS EQUITY
   -13-




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Series A Convertible Preferred Stock
   -14-




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Series B Convertible Preferred Stock
   -15-




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Series C Convertible Preferred Stock
  -16-




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##### Table of Contents



Series D Convertible Preferred Stock
  -17-




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Series E
Convertible Preferred Stock
  -18-




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-19-




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Common Stock
 Warrants
   Incentive Stock Programs 
  -20-




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Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2007
    
    
    2008Risk free interest rate
    
    
    4.25
    %
    
    
    
    
    
    
    4.41
    %
    
    
    Average life of options (years)
    
    
    10.0
    
    
    
    
    
    
    
    10.0
    
    
    
    Volatility
    
    
    62
    %
    
    
    
    
    
    
    67
    %
    
    
    Dividend yield
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
  RemainingExercise
    
    
    ContractualPrice Per
    
    
    Term(*) inShares
    
    
    Share (*)
    
    
    YearsOutstanding at March 31, 2008
    
    
    2,098,113
    
    
    $
    8.53Granted
    
    
    Exercised
    
    
    (11,387
    )
    
    
    .46Forfeited or expired
    
    
    (216,990
    )
    
    
    7.74Outstanding at December 31, 2008
    
    
    1,869,736
    
    
    
    8.68
    
    
    
    6.34Exercisable at December 31, 2008
    
    
    1,724,464
    
    
    
    8.86
    
    
    
    6.13
 (*)
    
    Weighted-average  -21-




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4.
    
    COLLABORATIVE RESEARCH AND DEVELOPMENT ACTIVITIES
  Company-sponsored
    -22-




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patent-related UNC-CH
   -23-




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-24-




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5.
    
    LITIGATION
   -25-




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6.
    
    SUBSEQUENT EVENT
    -26-




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations.
 Forward Looking Statements
 forward-looking
 Results of Operations
  
    
    payments from foundations and other collaborators under arrangements that
may be entered into in the future;
 
    
    payments from license agreement milestones;
 
    
    grants from the United States government and other governments and entities;
and
 
    
    the issuance of securities or borrowing of funds and future proceeds from
the sale of the land use rights in Shenzhen, China.
  -27-




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Three Month Period Ended December 31, 2008 Compared with the Three Month Period Ended December 31,
2007.
      -28-




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Nine Month Period Ended December 31, 2008 Compared with the Nine Month Period Ended December 31,
2007.
    -29-




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-30-




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Business Plans
 AQ-13 and Other Infectious Diseases Programs
   Discovery Programs
     -31-




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China
  Liquidity and Capital Resources
      -32-




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
    
    proceeds from various private placements of debt and equity securities, an
initial public offering, and other cash contributed from stockholders, which in
the aggregate raised approximately $77,608,000;
 
    
    payments from research agreements, licensing agreements, foundation grants,
and Small Business Innovation Research (SBIR) grants and Small Business
Technology Transfer program grants of approximately $37,010,000; and
 
    
    the use of stock, options and warrants in lieu of cash compensation.
     -33-




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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    
 Item 4. Controls and Procedures.
 Disclosures and Procedures
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Internal Controls
  Changes in Internal Controls
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Gerhard Von der Ruhr et al. v. Immtech International, Inc. et. al.
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Item 1A. Risk Factors.
  The volatility and disruption of the capital and credit markets and adverse changes in the global
economy may negatively impact our business.
  The adverse capital and credit markets could affect our liquidity.
  Our shares of common stock may be de-listed from the NYSE Alternext US.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Recent Sales of Unregistered Securities.
  Preferred Stock Dividend Payment.
  Conversion of Preferred Stock to Common Stock.
   
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
   -37-




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Item 6. Exhibits.
 10.51**
    

Sale and Purchase Agreement, dated January 12, 2009,
among Super Insight Limited, Immtech Hong Kong
Limited, Chen Jian Yuan, and Immtech Life Science
Limited (Form 8-K, dated January 12, 2009)31.1*
    
    Certification by the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification by the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification by the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2*
    
    Certification by the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 *
    
    Filed herewith**
    
    These items are hereby incorporated by reference from the exhibits of the filing or report
indicated (except) where noted, (Commission File No. 001-14907) and are hereby made a part of this
Report.  -38-




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IMMTECH PHARMACEUTICALS, INC.Date:   February 9, 2009
    By:
    /s/ Eric L. SorkinEric L. SorkinPresident and Chief Executive OfficerDate:   February 9, 2009
    By:
    /s/ Gary C. ParksGary C. ParksTreasurer, Secretary and Chief Financial Officer
(Principal Financial and Accounting Officer)




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EXHIBIT INDEX
 Exhibit No.
    
    Description10.51
    **
    
    Sale and Purchase Agreement, dated January 12, 2009, among
Super Insight Limited, Immtech Hong Kong Limited, Chen Jian
Yuan, and Immtech Life Science Limited (Form 8-K, dated
January 12, 2009)31.1
    *
    
    Certification by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act31.2
    *
    
    Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act32.1
    *
    
    Certification by the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act32.2
    *
    
    Certification by the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
 *
    
    Filed herewith**
    
    These items are hereby incorporated by reference from the exhibits of
the filing or report indicated (except) where noted, (Commission File
No. 001-14907) and are hereby made a part of this Report.