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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 September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-18006
 THE IMMUNE RESPONSE CORPORATION
  Delaware
    
    33-0255679(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)5931 Darwin CourtCarlsbad, California
    
    92008(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (760) 431-7080
 þ o
 o þ
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THE IMMUNE RESPONSE CORPORATION
 INDEX
  
 PagePart I            FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited):Condensed Balance Sheets  September 30, 2005 and December 31, 2004
    
    
    3Condensed Statements of Operations  Three and nine months ended September 30, 2005 and 2004
    
    
    4Condensed Statements of Cash Flows  Nine months ended September 30, 2005 and 2004
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25Part II            OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27SIGNATURES
    
    
    28EXHIBIT 10.186EXHIBIT 10.187EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 The Immune Response Corporation
 
 Condensed Balance Sheets
 (in thousands, except for share amounts)
 September 30,
    
    
    December 31,2005
    
    
    2004(unaudited)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    1,004
    
    
    $
    8,798Other current assets
    
    
    158
    
    
    
    3641,162
    
    
    
    9,162Property and equipment, net
    
    
    3,801
    
    
    
    4,431Licensed technology, net
    
    
    883
    
    
    
    1,413Deposits and other assets ($600 restricted as security for letter of credit)
    
    
    690
    
    
    
    690$
    6,536
    
    
    $
    15,696Liabilities and Stockholders Equity (Deficit)Current Liabilities:Accounts payable
    
    $
    829
    
    
    $
    494Accrued expenses
    
    
    990
    
    
    
    1,316Short-term convertible debenture, net of discount of $722 at September 30, 2005
    
    
    278
    
    
    
    Current portion of convertible promissory notes, related party, net of discount of $0
and $1,807 plus accrued interest of $0 and $1,151 at September 30, 2005 and
December 31, 2004, respectively
    
    
    
    
    
    
    6,552Current portion of deferred liabilities and revenue
    
    
    295
    
    
    
    2562,392
    
    
    
    8,618Convertible promissory note, related party, net of discount of $817 plus accrued interest of
$193 at September 30, 2005
    
    
    5,117
    
    
    
    Long-term deferred liabilities and revenue, net of current portion
    
    
    2,370
    
    
    
    2,584Total long-term liabilities
    
    
    7,487
    
    
    
    2,584Stockholders Equity (Deficit):Preferred stock, $.001 par value, 10,000,000 shares authorized; 0 and 688,146 Series A
convertible shares issued and outstanding at September 30, 2005 and December 31, 2004
with a liquidation preference aggregating $0 and $4,484, respectively
    
    
    
    
    
    
    13,952Common stock, $.0025 par value, 170,000,000 shares authorized; 64,282,479 and
48,627,099 shares issued and outstanding at September 30, 2005 and December 31, 2004,
respectively
    
    
    161
    
    
    
    122Warrants
    
    
    21,201
    
    
    
    20,827Additional paid-in capital
    
    
    319,827
    
    
    
    299,408Accumulated deficit
    
    
    (344,532
    )
    
    
    (329,815
    )Total stockholders equity (deficit)
    
    
    (3,343
    )
    
    
    4,494$
    6,536
    
    
    $
    15,696
 See
accompanying notes to condensed financial statements.
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The Immune Response Corporation
 
 Condensed Statements of Operations
 (in thousands, except for per share amounts)
 (unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Licensed research revenue
    
    $
    4
    
    
    $
    277
    
    
    $
    12
    
    
    $
    291Contract research revenue
    
    
    7
    
    
    
    7
    
    
    
    21
    
    
    
    2111
    
    
    
    284
    
    
    
    33
    
    
    
    312Expenses:Research and development
    
    
    2,511
    
    
    
    3,086
    
    
    
    7,980
    
    
    
    9,441General and administrative
    
    
    794
    
    
    
    781
    
    
    
    2,541
    
    
    
    2,5043,305
    
    
    
    3,867
    
    
    
    10,521
    
    
    
    11,945Other income and (expense):Interest expense  including non-cash accretion
of $229 and $590 for three months and
$1,098 and $1,770 for nine months, respectively
    
    
    (366
    )
    
    
    (739
    )
    
    
    (1,521
    )
    
    
    (2,229
    )Investment income
    
    
    9
    
    
    
    39
    
    
    
    80
    
    
    
    82Beneficial inducement cost
    
    
    
    
    
    
    
    
    
    
    (1,201
    )
    
    
    (4,923
    )Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,935
    )(357
    )
    
    
    (700
    )
    
    
    (2,642
    )
    
    
    (12,005
    )Net loss
    
    
    (3,651
    )
    
    
    (4,283
    )
    
    
    (13,130
    )
    
    
    (23,638
    )Less preferred stock dividends
    
    
    (86
    )
    
    
    (93
    )
    
    
    (271
    )
    
    
    (274
    )Less
preferred stock beneficial inducement cost
    
    
    (950
    )
    
    
    
    
    
    
    (950
    )Net loss attributable to common stockholders
    
    $
    (4,687
    )
    
    $
    (4,376
    )
    
    $
    (14,351
    )
    
    $
    (23,912
    )Basic and diluted loss per share:Net loss
    
    $
    (0.07
    )
    
    $
    (0.09
    )
    
    $
    (0.26
    )
    
    $
    (0.52
    )Net loss attributable to common stockholders
    
    $
    (0.09
    )
    
    $
    (0.09
    )
    
    $
    (0.29
    )
    
    $
    (0.53
    )Weighted average number of shares outstanding
    
    
    52,572
    
    
    
    48,458
    
    
    
    50,281
    
    
    
    45,268
 See accompanying notes to condensed financial statements.
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The Immune Response Corporation
 
 Condensed Statements of Cash Flows
 (in thousands)
 (unaudited)
 Nine months ended September 30,2005
    
    
    2004Cash Flows From Operating Activities:Net loss
    
    $
    (13,130
    )
    
    $
    (23,638
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,231
    
    
    
    1,224Operating expenses paid with common stock and warrants
    
    
    261
    
    
    
    276Stock option adjustments
    
    
    12
    
    
    
    (385
    )Deferred liabilities and revenue
    
    
    (175
    )
    
    
    (100
    )Related party accrued interest
    
    
    381
    
    
    
    432Related party accrued interest paid upon convertible notes exchanged and extended
    
    
    (1,340
    )
    
    
    Accretion of notes, related party
    
    
    992
    
    
    
    1,770Accretion of convertible debenture
    
    
    106Beneficial inducement cost
    
    
    1,201
    
    
    
    4,923Loss on extinguishment of debt
    
    
    
    
    
    
    4,935Interest expense converted into Series A preferred stock
    
    
    
    
    
    
    219(Gain) loss on sale of assets
    
    
    
    
    
    
    14Changes in operating assets and liabilities:Other current assets
    
    
    206
    
    
    
    88Accounts payable
    
    
    335
    
    
    
    (476
    )Accrued expenses
    
    
    (327
    )
    
    
    (423
    )Net cash used in operating activities
    
    
    (10,247
    )
    
    
    (11,141
    )Cash Flows From Investing Activities:Purchase of property and equipment
    
    
    (71
    )
    
    
    (351
    )Proceeds from sale of equipment
    
    
    
    
    
    
    4Net cash used in investing activities
    
    
    (71
    )
    
    
    (347
    )Cash Flows From Financing Activities:Net proceeds from common stock sold under the Security Equity Distribution Agreement
    
    
    1,850
    
    
    
    Net proceeds from the convertible debenture
    
    
    890
    
    
    
    Net offering costs for the SEDA and convertible debenture
    
    
    (234
    )
    
    
    Net proceeds from private placement of common stock
    
    
    
    
    
    
    10,709Net proceeds from exercises of Unit Purchase Options
    
    
    18
    
    
    
    110Net offering costs for Series A preferred stock
    
    
    
    
    
    
    (23
    )Net proceeds from common stock purchases through employee plans
    
    
    
    
    
    
    145Net cash provided by financing activities
    
    
    2,524
    
    
    
    10,941Net decrease in cash and cash equivalents
    
    
    (7,794
    )
    
    
    (547
    )Cash and cash equivalents  beginning of year
    
    
    8,798
    
    
    
    12,838Cash and cash equivalents  end of period
    
    $
    1,004
    
    
    $
    12,291Supplemental Disclosure of Cash Flow Information:Interest paid
    
    $
    1,379
    
    
    $
    23Supplemental Disclosure of Noncash Information:Promissory note converted into common stock
    
    $
    1,467
    
    
    $
    Series A preferred stock converted into common stock
    
    $
    13,952
    
    
    $
    Beneficial
inducement cost for the Series A preferred stock conversion
    
    $
    950
    
    
    $
    Common stock issued for payment of accumulated dividends on Series A preferred stock
    
    $
    637
    
    
    $
    Debt Discount allocated to convertible debenture for warrants and beneficial conversion
cost
    
    $
    719
    
    
    $
    Promissory notes and interest converted into Series A preferred stock
    
    $
    
    
    
    $
    4,118Common stock issued for consulting services and offering costs
    
    $
    567
    
    
    $
    924Common stock issued for 401(k) plan
    
    $
    219
    
    
    $
    158
 See accompanying notes to condensed financial statements
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THE IMMUNE RESPONSE CORPORATION
 
 Notes
to Condensed Financial Statements (unaudited)
 Note 1  Interim Financial Statements:
   Stock-Based Compensation
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net loss attributable to common
stockholders:As reported
    
    $
    (4,687,000
    )
    
    $
    (4,376,000
    )
    
    $
    (14,351,000
    )
    
    $
    (23,912,000
    )Stock-based employee
compensation expense
(benefit) included in net loss
    
    
    (6,000
    )
    
    
    (139,000
    )
    
    
    (197,000
    )
    
    
    (287,000
    )Fair value of stock-based
employee compensation
    
    
    (291,000
    )
    
    
    (380,000
    )
    
    
    (1,150,000
    )
    
    
    (1,851,000
    )Pro forma
    
    $
    (4,984,000
    )
    
    $
    (4,895,000
    )
    
    $
    (15,698,000
    )
    
    $
    (26,050,000
    )Net loss per share (basic and diluted):As reported
    
    $
    (0.09
    )
    
    $
    (0.09
    )
    
    $
    (0.29
    )
    
    $
    (0.53
    )Pro forma
    
    $
    (0.09
    )
    
    $
    (0.10
    )
    
    $
    (0.31
    )
    
    $
    (0.58
    )
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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
Note 2  The Company:
 Remune â TM Remune â
 TM
 Note 3  Going Concern:
    Remune â
 Note 4  Net Loss per Share:
  Note 5
 Convertible Promissory Note, Related Party:
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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
    Note 6  Security Equity Distribution Agreement:
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THE IMMUNE RESPONSE CORPORATION
Notes to Condensed Financial Statements (unaudited)
    Note 7
 Series A Convertible Preferred Stock Exchanged for Common Stock:
     Note 8  Subsequent Events:
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   Liquidity and Capital Resources
 Remune â
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Remune â TM
 Remune â TM Remune â TM Remune â TM Remune â Remune â TM
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Results of Operations
 Three and Nine Months Ended September 30, 2005 Compared to Three and Nine Months Ended September
30, 2004.
  Remune â TM
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Critical Accounting Policies and Estimates
  Pro Forma Stock-Based Compensation
      Intangibles and Other Long-Lived Assets
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Certain Risk Factors
  We need more cash immediately, and also on an ongoing basis.
  Remune ®
      Remune ® TM
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
    
    the timing of approval to begin new clinical trials;
    
    our ability to raise additional funding and the amounts raised, if any;
    
    the time and cost involved in obtaining regulatory approvals;
    
    continued scientific progress in our research and development programs;
    
    the scope and results of preclinical studies and clinical trials;
    
    the cost of manufacturing scale-up;
    
    the costs involved in filing, prosecuting and enforcing patent claims;
    
    competing technological and market developments;
    
    effective commercialization activities and arrangements;
    
    the costs of defending against and settling lawsuits; and/or
    
    other factors not within our control or known to us.
  
    
    obtaining regulatory approvals;
    
    our research and development programs;
    
    our preclinical and clinical trials; or
    
    scaling up manufacturing.
  
    
    our covenant in the SEDA not to, during its term, engage in any other equity financing
without the consent of Cornell Capital, which is not to be unreasonably withheld, and a
similar covenant made by us in connection with the Cornell Capital Debenture;
    
    overall financial market conditions;
    
    applicable Nasdaq rules and federal and state securities laws;
    
    the security interest in our intellectual property in respect of the $5,741,000
principal amount of the 2007 Mortgage Note issued to Cheshire Associates LLC (Cheshire), an
affiliate of Kevin Kimberlin (who is one of our directors and our principal stockholder);
    
    the security interest in substantially all of our assets in respect of Cornell Capitals
Debenture;
    
    the effect of the potential for conversion of the 2007 Mortgage Note into approximately
8,201,000 shares of common stock;
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
    
    the effect of the potential for conversion of the Cornell Capital Debenture into
approximately 1,584,000 shares of common stock and the potential for exercise of Cornell
Capitals warrants into 500,000 shares of common stock;
    
    the effect of the potential for exercise of outstanding options and warrants exercisable
into approximately 32,374,000 shares of common stock (not including the warrants issued in
connection with Cornell Capitals Debenture and not including
the 6,000,000 share inducement stock option grant to Dr. Joseph F.
ONeill, our new Chief Executive Officer, on October 31,
2005);
    
    the issuance of a placement agent option to Spencer Trask Ventures, Inc., (an affiliate
of Kevin Kimberlin) and its transferees that is exercisable for 1,672,000 shares of common
stock, 1,438,000 Class A warrants and 1,452,000 Class B warrants, all of which are not
redeemable by us.
 Our independent registered public accountants have expressed substantial doubt as to our ability to
continue as a going concern.
  We
have hired a new CEO.
   Our stock may become delisted and subject to penny stock rules, which may make it more difficult
for you to sell your securities.
     Our failure to successfully develop our product candidates, Remune ® , IR103 and
NeuroVax TM ,  may cause us to cease operations.
 Remune ® TM  Remune ® TM
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Remune ® Remune ® Remune ®
  Remune ® TM
 The lengthy product approval process and uncertainty of government regulatory requirements may
delay or prevent us from commercializing products. We must work to re-establish our credibility
with the FDA.
  Remune ®
 Remune ® Remune ®
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Remune ® Remune ® Remune ® Remune ® Remune ®
 Remune ®
  Remune ® Remune ® Remune ® Remune ® Remune ® Remune ®
 Technological change and competition may render our potential products obsolete.
  Our lack of commercial manufacturing and marketing experience and our dependence on third parties
for manufacturing may prevent us from successfully commercializing products.
 Remune ® Remune ® Remune ® Remune ®
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Adverse
determinations and pressures concerning product pricing, reimbursement and related matters could prevent
us from successfully commercializing any of our other products.
  Our success may depend upon the acceptance of Remune ®
 Remune ® Remune ® Remune ®
 Hazardous materials and environmental matters could expose us to significant costs.
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Our patents and proprietary technology may not be enforceable and the patents and proprietary
technology of others may prevent us from commercializing products. Some of our patents expire
fairly soon.
     If Cornell Capital does not convert its convertible Debenture into common stock, we must repay the
Debenture.
      Kevin Kimberlin, a member of our Board of Directors, beneficially owns approximately 28.1% of our
outstanding common stock and has the rights to acquire an additional 20,679,578 shares of our
common stock, which could result in ownership of up to approximately 45.6% of our outstanding
shares and could allow him to control or influence stockholder votes.
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Mr. Kimberlin
is also a secured creditor under the 2007 Mortgage Note.
  We may be unable to enter into additional collaborations.
  You could suffer substantial dilution of your investment as a result of past and future financings.
     You could suffer substantial dilution of your investment if compensatory warrants and options to
purchase common stock are exercised for common stock.
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Future sales by our stockholders may adversely affect our stock price and our ability to raise
funds in new stock offerings.
  Existing stockholders will experience significant dilution from our sale of shares under the SEDA.
   Under
the SEDA, Cornell Capital pays less than the then-prevailing market price of our common
stock.
  The sale of our stock under the SEDA could encourage short sales by third parties, which could
contribute to the future decline of our stock price.
   We may not be able to access sufficient funds under the SEDA when needed.
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We may not be able to obtain a cash advance under the SEDA if Cornell Capital holds more than 9.9%
of our common stock.
  Cornell Capital may sell shares of our common stock after we deliver an advance notice during the
pricing period, which could cause our stock price to decline.
  Legal proceedings could require us to pay substantial amounts of money and impair our operations.
 In
re Immune Response Securities Litigation Remune ®
   Our certificate of incorporation and bylaws include provisions that could make attempts by
stockholders to change management more difficult.
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Product liability exposure may expose us to significant liability.
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  1.
    
    The stockholders considered a proposal, for purposes of complying with certain rules of the
Nasdaq Capital Market, to approve, even though the number of shares of common stock so issued
or issuable would exceed 20% of our previously outstanding common stock, the issuance of up to
$15,000,000 worth of shares of our common stock pursuant to the Standby Equity Distribution
Agreement dated July 15, 2005 between Cornell Capital Partners, LP (Cornell Capital) and us,
the issuance of 725,353 shares of our common stock to Cornell Capital as a commitment fee, the
issuance of 14,085 shares of our common stock pursuant to the Placement Agent Agreement dated
July 15, 2005 between Monitor Capital, Inc. and us and the issuance of shares of our common
stock and derivative securities overlying shares of our common stock (together, up to
approximately 15,000,000 shares of our common stock) in connection with an August 4, 2005
bridge loan from Cornell Capital. This proposal was approved. Common shares voted for the
proposal were 18,760,530, with 516,676 common shares voted against, 72,674 common shares
abstained and 19,878,462 common shares were broker non-votes; and 688,146 Series A Convertible
Preferred shares were voted in favor.2.
    
    The stockholders considered a proposal to ratify the Audit Committees appointment of Levitz,
Zacks & Ciceric as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2005. This proposal was approved. Common shares voted for the
proposal were 38,987,049, with 155,104 common shares voted against, and 86,189 common shares
abstained; and 688,146 Series A Convertible Preferred shares were voted in favor.
 
 Item 5. Other Information
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Item 6. Exhibits
 ExhibitNumber
    
    Description of Document10.170(1)
    
    Standby Equity Distribution Agreement dated July 15, 2005 between us and
Cornell Capital Partners, LP.10.171(1)
    
    Placement Agent Agreement dated July 15, 2005 among us, Monitor Capital,
Inc. and Cornell Capital Partners, LP.10.172(1)
    
    Escrow Agreement dated July 15, 2005 among us, Cornell Capital Partners,
LP and David Gonzalez, Esq.10.173(1)
    
    Registration Rights Agreement dated July 15, 2005 between us and Cornell Capital
Partners, LP.10.174(2)
    
    Securities Purchase Agreement dated August 4, 2005 between us and Cornell
Capital Partners, LP.10.175(2)
    
    Secured Convertible Debenture dated August 4, 2005 in favor of Cornell Capital Partners, LP.10.176(2)
    
    Warrant dated August 4, 2005 in favor of Cornell Capital Partners, LP.10.177(2)
    
    Security Agreement dated August 4, 2005 between us and Cornell Capital Partners, LP.10.178(2)
    
    Investor Registration Rights Agreement dated August 4, 2005 between us and
Cornell Capital Partners, LP.10.179(2)
    
    Pledge and Escrow Agreement dated August 4, 2005 among us, Cornell Capital
Partners, LP and David Gonzalez, Esq.10.180(2)
    
    Insider Pledge and Escrow Agreement dated August 4, 2005 among us, Cornell
Capital Partners, LP, Cheshire Associates LLC and David Gonzalez, Esq.10.181(2)
    
    Pledge Inducement Agreement dated August 4, 2005 between us and Cheshire
Associates LLC.10.182(2)
    
    Warrant Agreement dated August 4, 2005 between us and Cheshire Associates LLC.10.183(3)
    
    Shares Exchange Agreement dated as of September 21, 2005 between us and Cheshire
Associates LLC.10.184(3)
    
    Antidilution Amendment/Waiver Re Shares Exchange Agreement dated as of September
21, 2005 from Cornell Capital Partners, LP.10.185(4)
    
    Pledge and Escrow Agreement dated September 30, 2005 among us, Cornell Capital
Partners, LP and David Gonzalez, Esq.10.186**
    
    Employment Letter Agreement dated October 26, 2005, and effective October 31,
2005 between us and Dr. Joseph F. ONeill.10.187**
    
    Inducement Stock Option Grant Notice and Option Agreement dated October 31, 2005
between us and Dr. Joseph F. ONeill.31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).
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ExhibitNumber
    
    Description of Document31.2
    
    Certification of the Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).32.1
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(b).32.2
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(b).
 
 (1)
    
    Incorporated by reference to the Exhibit of the same number filed with the
Companys Registration Statement on Form S-1, No. 333-126833.(2)
    
    Incorporated by reference to the Exhibit of the same number filed with the Companys
Form 8-K dated August 4,
2005.(3)
    
    Incorporated by reference to the Exhibit of the same number filed with the
Companys Form 8-K dated September 21, 2005.(4)
    
    Incorporated by reference to the Exhibit of the same number filed with the
Companys Form 8-K dated September 27, 2005.**
    
    Indicates management contract or compensatory plan or arrangement. 
 SIGNATURES
  THE IMMUNE RESPONSE CORPORATIONDate:  November 14, 2005
    By:
    /s/ Michael K. GreenMichael K. Green,Chief Operating Officer & Chief Financial Officer -28-




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description of Document10.186**
    
    Employment Letter Agreement dated October 26, 2005, and effective October 31,
2005 between us and Dr. Joseph F. ONeill.10.187**
    
    Inducement Stock Option Grant Notice and Option Agreement dated October 31, 2005
between us and Dr. Joseph F. ONeill.31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).31.2
    
    Certification of the Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a).32.1
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(b).32.2
    
    Certification pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(b).
 
 **
    
    Indicates management contract or compensatory plan or arrangement.