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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K







|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



| ̈ | 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: 033-17264-NY





IMMUNOCELLULAR THERAPEUTICS, LTD.

(Exact name of registrant as specified in its charter)







|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|Delaware                                                      |  | 93-1301885                            
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)
|                                                              | 
|21900 Burbank Boulevard, 3rdFloor Woodland Hills, California  |  | 91367                                 
|(Address of principal executive offices)                      |  | (Zip Code)                            

Registrants telephone number, including area code: (818) 992-2907





Securities
registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g)
of the Exchange Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     ̈  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.     ̈  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).     ̈  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈ |  | Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):     ̈  Yes    x  No

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2009 (the last business day of the registrants most recently completed second fiscal quarter) was approximately $4,799,314.

There were 16,067,842 shares of the registrants common stock outstanding on March 1, 2010.

Documents incorporated by reference: None









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Table of Contents

Form 10-K





|            |  |                                                                                                              |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|            |  |                                                                                                              |  | Page
|            |  |                                                                                                             
|            |  | PART I                                                                                                       |  |     
|            |  |                                                                                                             
|Item 1.     |  | Business                                                                                                     |  | 1   
|Item 1A.    |  | Risk Factors                                                                                                 |  | 15  
|Item 1B.    |  | Unresolved Staff Comments                                                                                    |  | 29  
|Item 2.     |  | Properties                                                                                                   |  | 29  
|Item 3.     |  | Legal Proceedings                                                                                            |  | 29  
|Item 4.     |  | (Reserved)                                                                                                   |  | 30  
|            |  |                                                                                                             
|            |  | PART II                                                                                                      |  |     
|            |  |                                                                                                             
|Item 5.     |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 30  
|Item 6.     |  | Selected Financial Data                                                                                      |  | 31  
|Item 7.     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 31  
|Item 7A.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 35  
|Item 8.     |  | Financial Statements and Supplementary Data                                                                  |  | 36  
|Item 9.     |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 36  
|Item 9A(T). |  | Controls and Procedures                                                                                      |  | 36  
|Item 9B.    |  | Other Information                                                                                            |  | 37  
|            |  |                                                                                                             
|            |  | PART III                                                                                                     |  |     
|            |  |                                                                                                             
|Item 10.    |  | Directors, Executive Officers and Corporate Governance                                                       |  | 37  
|Item 11.    |  | Executive Compensation                                                                                       |  | 43  
|Item 12.    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 55  
|Item 13.    |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 57  
|Item 14.    |  | Principal Accounting Fees and Services                                                                       |  | 57  
|            |  |                                                                                                             
|            |  | PART IV                                                                                                      |  |     
|            |  |                                                                                                             
|Item 15.    |  | Exhibits and Financial Statement Schedules                                                                   |  | 58  



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Introductory Comment

Throughout this Annual Report on Form 10-K, the terms we, us, our, our company,
Company and the Registrant refer to ImmunoCellular Therapeutics, Ltd., a Delaware corporation formerly known as Optical Molecular Imaging, Inc. and Patco Industries, Ltd., and, unless the context indicates otherwise, also
include our former subsidiary, Spectral Molecular Imaging, Inc., a Nevada corporation, which we sold in September 2006.

Safe Harbor Statement

From time to time, we make oral and written statements that may constitute
forward-looking statements (rather than historical facts) as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission (the SEC) in its rules, regulations and releases,
including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We desire to take advantage of the safe harbor provisions in
the Private Securities Litigation Reform Act of 1995 for forward-looking statements made from time to time, including the forward-looking statements made in this Annual Report, as well as those made in our other filings with the SEC.

All statements in this Annual Report, including under the captions Business, Risk Factors, and
Managements Discussion and Analysis of Financial Condition and Results of Operations, other than statements of historical fact are forward-looking statements for purposes of these provisions, including statements of our current
views with respect to our business strategy, business plan and research and development activities, our future financial results, and other future events. These statements include forward-looking statements both with respect to us, specifically, and
the biotechnology industry, in general. In some cases, forward-looking statements can be identified by the use of terminology such as may, will, expects, plans, anticipates,
estimates, potential or could or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there
can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements.

All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual
results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those factors set forth in this Annual Report under the captions Business, Risk Factors,
and Managements Discussion and Analysis of Financial Condition and Results of Operations, all of which you should review carefully. If one or more of these or other risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may vary materially from what we anticipate. Please consider our forward-looking statements in light of those risks as you read this Annual Report. We undertake no obligation to publicly update or
review any forward-looking statement, whether as a result of new information, future developments or otherwise.

PART I



|Item 1. | Business.
|------- | ---------

Overview

ImmunoCellular Therapeutics, Ltd. is a development stage company that is seeking to develop and commercialize new therapeutics to fight
cancer using the immune system. Our product candidate portfolio includes cellular immunotherapies targeting cancer and cancer stem cell antigens, peptide based immunotherapies targeting cancer stem cells, and monoclonal antibodies to diagnose and
treat several



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different cancers. We have completed a Phase I clinical trial of our dendritic cell based vaccine product candidate to treat glioblastoma multiforme that was initiated in May 2007, and we are
targeting initiating a multicenter Phase II clinical trial of this vaccine by the end of 2010. Another one of our vaccine product candidates is a peptide based off-the-shelf vaccine to target glioblastoma multiforme, the most common brain tumors,
for which we plan to file an IND in the second half of 2010. This vaccine targets cancer stem cells, which are believed by many scientists to be roots of cancer, and may be applicable in multiple cancer indications. In addition, we have several
monoclonal antibody product candidates targeting small cell lung cancer, pancreatic cancer, multiple myeloma and ovarian cancer. Through two important acquisitions in the last three years, we are building capabilities to develop new cancer
immunotherapeutic products harnessing mechanisms of immune system surveillance in the human body.

In November 2006, we
acquired an exclusive, worldwide license from Cedars-Sinai Medical Center to certain technology for use as cellular-based therapies, including dendritic cell-based vaccines for neurological disorders that include brain tumors and neurodegenerative
disorders and other cancers. This technology is covered by a number of pending U.S. and foreign patent applications. In June 2008, we licensed an additional technology from Cedars-Sinai to target cancer stem cells that may be applicable for brain
tumors as well as several other cancer indications.

In February 2008, we entered into an agreement with Molecular Discoveries
LLC, a New York limited liability company, covering our acquisition of certain monoclonal antibody related technology owned by Molecular Discoveries and completed the acquisition of the technology on that date. The technology acquired under the
Molecular Discoveries agreement and now owned by us consists of (i) a platform technology referred to by Molecular Discoveries as DIAAD for the potentially rapid discovery of targets (antigens) and monoclonal antibodies for diagnosis and
treatment of diverse human diseases and (ii) certain monoclonal antibody candidates for the potential detection and treatment of multiple myeloma, small cell lung, pancreatic and ovarian cancers. The monoclonal antibodies are covered by issued
patents and pending patent applications in the fields of multiple myeloma, small cell lung and ovarian cancers.

In September
2009, we entered into a research and option license agreement with Roche Group, a leading global pharmaceutical company, giving them an option to acquire a license to develop and commercialize ICT-69, our monoclonal antibody product candidate
targeting multiple myeloma and ovarian cancer. Upon completion of an evaluation period, Roche Group has the right to acquire for an option exercise payment a commercial license for this antibody from us, which would result in total payments due to
us of up to $32 million in the event that all developmental milestones are met for multiple indications. Royalties also will be payable to us based on Roche Groups worldwide sales, if any, of ICT-69 products.

In November 2009, we entered into an option agreement with the MD Anderson Cancer Center relating to an immunotherapy targeting cancer stem
cells that has demonstrated in pre-clinical animal models significant abilities to target and destroy these cells. This technology is an immunotherapy targeting cancer stem cells using abnormal notch and numb pathways, two mechanisms implicated in
many common solid tumors, including breast, colon and ovarian cancers. Pre-clinical research indicates that cytotoxic T cells induced by these peptides (polymers of amino acids) preferentially target cancer stem cells derived from breast cancer,
ovarian cancer and pancreatic cancer; expression of these peptides has been demonstrated on clinical samples from ovarian cancer patients.

We do not currently anticipate that we will derive any revenues from either product sales or licensing during the foreseeable future. We do not have any bank credit lines and have financed all of our
prior operations through the sale of securities, including a private placement of shares of our common stock and warrants to purchase shares of our common stock that we completed on March 29, 2010 that generated $1,740,000 of proceeds for us (before
commissions and offering expenses).

The estimated cost of completing the development of either of our current vaccine product
candidates and of obtaining all required regulatory approvals to market either of those product candidates is substantially greater than the amount of funds we currently have available. We believe that our existing cash balances, together with
potential proceeds from our preferred stock purchase



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arrangement with Socius Capital Group, LLC, will be sufficient to fund our currently planned level of operations for at least the next twelve months. We will seek to obtain additional funds
through various financing sources, including possible sales of our securities, and in the longer term through strategic alliances with other pharmaceutical or biopharmaceutical companies, but there can be no assurance that we will be able to obtain
any additional funding from any potential financing sources, or create any such alliances, or that the terms under which we would obtain any funding will be sufficient to fund our operations.

Company History

We filed
our original Certificate of Incorporation with the Secretary of State of Delaware on March 20, 1987 under the name Redwing Capital Corp. On June 16, 1989, we changed our name to Patco Industries, Ltd. and conducted an unrelated business
under that name until 1994. On January 30, 2006, we amended our Certificate of Incorporation to change our name to Optical Molecular Imaging, Inc. in connection with our merger on January 31, 2006 with Spectral Molecular Imaging, Inc. On
November 2, 2006, we amended our Certificate of Incorporation to change our name to ImmunoCellular Therapeutics, Ltd. to reflect our disposition of our Spectral Molecular Imaging subsidiary and our acquisition of our cellular-based technology
from Cedars-Sinai.

Our principal executive offices are located at 21900 Burbank Boulevard, 3rdFloor, Woodland Hills, California 91367, and our telephone number at
that address is (818) 992-2907.

Technology and Proposed Products

Overview

The table below summarizes the status of our product candidates



|                                           |  |                                                               |  |                                                 
|------------------------------------------ |  | ------------------------------------------------------------- |  | ------------------------------------------------
|Product candidate                          |  | Target Indication                                             |  | Status                                          
|                                           |  |                                                              
|Active Immunotherapy:                      |  |                                                               |  |                                                 
|                                           |  |                                                              
|ICT-107 (cancer antigen vaccine)           |  | Glioblastoma                                                  |  | Phase I completed.                              
|                                           |  |                                                              
|ICT-121 (cancer stem cell antigen vaccine) |  | Glioblastoma, Pancreatic cancer and other solid tumor cancers |  | Pre-clinical                                    
|                                           |  |                                                              
|Notch and Numb Peptides                    |  | Breast and ovarian cancers                                    |  | Pre-clinical                                    
|                                           |  |                                                              
|Monoclonal Antibodies:                     |  |                                                               |  |                                                 
|                                           |  |                                                              
|ICT-109 (Monoclonal Antibody)              |  | Lung and pancreatic and colon cancer therapeutic              |  | Pre-clinical                                    
|                                           |  |                                                              
|ICT-037 (Monoclonal Antibody)              |  | colon, ovarian, multiple myeloma therapeutic and diagnostic   |  | Pre-clinical                                    
|                                           |  |                                                              
|ICT-69 (Monoclonal Antibody)               |  | Multiple myeloma and ovarian cancer                           |  | Pre-clinical (option agreement with Roche Group)
|                                           |  |                                                              
|ICT-Diagnostic-SCLC                        |  | Diagnostic/Prognostic for small cell lung cancer              |  | Pre-clinical                                    



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Cancer is caused by abnormal cells that grow in an uncontrolled manner. These cells
proliferate and metastasize throughout the body causing tumors which can cause organ failure and death. The current treatments such as surgery, radiation and chemotherapy have limited therapeutic effects and significant undesirable side effects. Our
approach is to harness the bodys immune system to provide therapeutics with the ability to fight cancer. There are two arms of the immune system that provide natural protection to the body: the cellular immune system (T-cell based) and the
humoral immune system (B-cell based), which uses antibodies to fight foreign invaders. Our strategy is to utilize both of these mechanisms in our product development programs. We believe that the synergy between the two types of immunity can be
powerful. Elicitation of a cellular immune response has the potential of long-term protection against malignant diseases, while infusion of monoclonal antibodies (concentrated product of the humoral response) has the capacity to confer an immediate
shield against the disease. The latter is especially important in cases where the patients immune system is compromised due to toxic treatment of the disease and cannot mount an adequate response to the active vaccine. In some situations a
combination of a passive vaccine (monoclonal antibodies) aimed at halting the dissemination of cancer cells through the blood followed by an active vaccine when the patient recuperates may constitute an effective synergistic approach.

Active Immunotherapy

One of our product strategies is the development of cell-based vaccine products that could bolster the bodys natural tendency through its immune system to defend it against malignant brain tumors.
We have been developing two forms of these vaccines, one based on cancer stem cells and one based on dendritic cells.

The
high rate of mortality of patients diagnosed with brain cancers and in particular with glioblastoma multiforme (the most lethal and devastating form) is driving the scientific community to discover and develop improved treatments that could increase
the survival time and enhance the quality of life of patients. Of the approximately 19,000 cases of malignant brain and spinal cord tumors that are diagnosed each year in the United States, there currently is no satisfactory treatment, and the
two-year survival rates are only in the range of 26%. Neither surgery, radiation nor anti-cancer drugs, the standard treatment modalities, have shown to date any prospect of meaningful extension of patients lives. We and others in the medical
research community believe that immunotherapy has the potential, in the not too distant future, to be teamed with other treatment modalities to become an integral part of mainstream medical practice in the treatment of patients with brain tumors.

Dendritic Cell Vaccines

Dendritic cells (human derived cells responsible for antigen processing and presentation to the immune system) play a central role in the
bodys immune response. They trigger the systems that help the body fight infection or foreign bodies, by initiating a T cell or T cell response to the infection or foreign body. The dendritic cells do this by recognizing, processing
and presenting foreign antigens (substances that stimulate the production of antibodies and combine specifically with them) to the T cells, which then effectuate the immune response. The goal of a cell-based vaccine is to (i) make use of
and enhance the dendritic cells ability to trigger the T cell response and (ii) to stimulate the dendritic cell to focus the T cell response to specifically target the cancer cells for destruction.

Even though dendritic cells can be very potent, they are usually not present in sufficient numbers to permit an adequately potent immune
response to fight cancer. What is more, dendritic cells often do not react aggressively to malignant tumors; they do not treat the tumor as a foreign body that needs to be destroyed or neutralized. Dendritic cells are powerful potentiators of
acquired immunity through an effective presentation of the cancer antigens to T cells which subsequently mediate the killing of the cancer cells. Thus, dendritic cells are critical facilitators of T cell response. Dendritic cell therapy generally
involves harvesting dendritic cells from a patient, then culturing and processing them in a



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laboratory to produce more numerous and effective dendritic cells. In the laboratory, the dendritic cells are cultured with specific antigens that are on tumor cells to enable the dendritic cells
to recognize cancer cells as targets for attack. When the newly cultured dendritic cells are injected back into the patient, they seek out remaining tumor cells and signal the T cells to destroy them.

Peptide Vaccines Targeting Cancer Stem Cells

Cancer stem cells are considered as a subset of cancerous cells which are responsible for the growth and re-growth of the primary and
metastatic tumors. Complete eradication of tumor masses requires elimination of these cells, which are resistant to standard chemotherapy and radiation therapy. There are a number of markers that have been identified on various cancer stem cells
which could be exploited for targeting these cells. We are utilizing peptides in combination with an adjuvant that can elicit an immune response in the body by triggering T cells to identify and destroy these cancer stem cells. These peptides were
specifically designed to elicit a T cell response targeting CD133 positive cancer stem cells that have been identified in a number of cancer types, including gliomas, colon cancer and pancreatic cancer.

Antibody Immunotherapy

Another strategy for our product development is to harness the other arm of the immune system, which uses antibodies that can bind and neutralize any foreign antigen. These antibodies are produced by the
B-lymphocytes (B-cells), and each antibody recognizes only one antigen. The antibodies we have acquired from Molecular Discoveries have been created to recognize certain antigens primarily expressed on the cancer cells and not expressed on the
normal cells, such that binding to those antigens can lead to death of the tumor cells. We also have acquired an antibody development platform called DIAAD from our technology acquisition from Molecular Discoveries, which may enable us to discover
and develop novel antigens and antibodies for cancer cells.

ICT-107: Dendritic Cell-Based Vaccine Targeting Tumor
Associated Antigens

Current treatment of glioblastoma multiforme and other brain cancers involves a combination of
surgery, radiation treatment, and chemotherapy. A significant issue with chemotherapy is that even as the chemicals become more powerful and more specifically targeted at a tumors DNA, the tumors cells may outmaneuver the
chemotherapy by mutating or otherwise repulsing the attack. However, by combining chemotherapy with a cell-based immunotherapy treatment regimen, it appears that this could potentially enhance chemotherapy sensitivity and thereby improve patient
treatment.

In a number of laboratory and clinical trials, dendritic cell immunotherapy has succeeded in eliciting a powerful
immune response against brain tumor cells, but without achieving significant improvement in length of survival. Similarly, chemotherapy, even using agents specifically designed to attack the DNA of tumor cells and prevent their replication, becomes
ineffective as the tumor cells develop drug resistance.

By combining chemotherapy and immunotherapy in a two wave
approach, we believe that more promising results may be achievable. This would combine a first wave of a dendritic cell-based vaccine that is specifically formulated using highly immunogenic tumor antigens designed to destroy tumor cells and their
ability to mutate, followed by a second wave of targeted chemotherapy targeted against the remaining cancer cells that have had their ability to mutate significantly impaired or destroyed by the vaccine.

Dr. Yu completed two clinical trials at Cedars-Sinai prior to his association with our company using dendritic cells loaded with tumor
lysates derived from the patients cancer to generate an immune response against intracranial tumors. The results of these early studies preliminarily demonstrated the



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safety of dendritic cell vaccination as well as biological efficacy in generating specific anti-tumor T cell responses. Based upon some additional pre-clinical research, Dr. Yu and his
Cedars-Sinai team have developed what they believe could be a new, improved dendritic cell-based therapeutic vaccine, ICT-107.

ICT-107 is a new generation dendritic cell-based therapeutic vaccine that consists of a number of specific tumor antigens which, when loaded onto the dendritic cells, are expected to stimulate the bodys T cells to target only
these specific proteins on the patients tumor cells. This product candidate is an intradermal dendritic cell-based therapeutic vaccine that we plan to use with chemotherapy concomitantly or subsequent to conventional therapy in patients with
first diagnosed or recurrent glioblastoma.

We have tested ICT-107 in a Phase I clinical trial at Cedars-Sinai in
patients with glioblastoma. The trial enrolled 19 patients and the vaccine was well tolerated, with no significant adverse events reported. Of the 19 patients enrolled, 12 patients are still alive, with six patients surviving at least two years
after the surgery that preceded their vaccine treatment. Of the 12 patients who are still alive, three of the patients are completely free of the disease after two years, and four of the patients are completely free of the disease after one year.
The median progression free survival in the 16 newly diagnosed patients enrolled in the trial was 18 months and seven of these 16 patients continue to show no signs of tumor recurrence at the present time.

In January 2010, we reported the results of a study in which it was shown that certain specific antigens are highly expressed on cancer stem
cells. This suggests that ICT-107, which targets those antigens, potentially may effectively target not only the cells that make up the bulk of certain cancerous tumors, but also the cancer stem cells that are widely believed to give rise to them
and to cause their recurrence.

Subject to obtaining sufficient capital to fund the trial, we are targeting initiating a
multicenter Phase II clinical trial of ICT-107 by the end of 2010.

ICT-121: Cancer Stem Cell Vaccine For Glioblastoma
Multiforme

The laboratory at Cedars-Sinai Medical Center of Dr. John Yu, our Chairman of the Board and the Director
of Surgical Neurooncology at the Maxine Dunitz Neurosurgical Institute at Cedars-Sinai, was instrumental in identifying the cancer stem cells in glioblastoma. The characterization of cancer stem cells from glioblastoma has provided an opportunity to
study the etiology of this dreaded disease and to be engaged in the development of product candidates that would be able to target the cancer stem cells which are believed to be responsible for the initiation and maintenance of glioblastoma.
Dr. Yu and his team have identified several peptides that can elicit an immune response targeting CD133, a common marker present on most cancer stem cells. These peptides are specific to certain HLA markers in humans.

Our vaccine product candidate, ICT-121, is a peptide that can elicit an immune response in a HLA-A*0201 serotype patient population to
target CD133 positive cancer stem cells in brain tumors and other cancers. HLA is the molecule by which protein segments are presented to the immune system by antigen presenting cells. HLA-A2 represents the most prevalent HLA Class I type in North
America. The current treatment of glioblastoma and other brain cancers involves a combination of surgery, radiation treatment and chemotherapy. One of the significant issues with this treatment is the recurrence of tumors after a few months of
treatment, which may be due to cancer stem cells left intact as these cells are resistant to chemotherapy as well as radiation therapy. By combining conventional treatment with a vaccine to target remaining cancer stem cells, one could potentially
significantly delay or eliminate recurrence of these tumors.

We are currently conducting additional preclinical studies to
support an IND filing that we are targeting for ICT-121 in the second half of 2010. Subject to obtaining sufficient capital to fund the trial, we plan to initiate a Phase I clinical trial for this vaccine after the IND filing has been cleared
by the FDA. This trial will be a multi-center clinical trial in both recurrent as well as newly diagnosed patients with clinical as well as immunological response as the end points. We plan to enroll 15-20 patients for this trial.



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Monoclonal Antibodies Targeting Cancer

We acquired from Molecular Discoveries several monoclonal antibodies that react with small cell lung cancer cells, bind to the molecular
structure and kill those cells in vitro. The survival rate is significantly higher when the disease is still localized, but only 16% of lung cancers are diagnosed at this early stage according to the American Cancer Society. Thus, the creation of
new screening, monitoring and diagnostic tests for early detection and disease follow-up of small cell lung cancer may save many lives and prolong the survival of patients afflicted with this devastating disease.

In collaboration with George Mason University, we recently completed a pilot study evaluating the cancer detection abilities of one of our
monoclonal antibody product candidates, ICT-109. Data from this study demonstrated that ICT-109 had a statistically significant ability to discriminate between cancerous and non-cancerous samples, suggesting the potential to detect pancreatic and
lung cancer in plasma and serum study sets. The study used reverse phase micro array technology to determine serum and plasma expression levels of glycosylated CEA, and was performed in collaboration with Dr. Emanuel Petricoin at George Mason
University. Researchers at George Mason University investigated the ability of ICT-109 to detect pancreatic and lung cancer by binding specifically to glycosylated epitopes of CEA-CAM6 and CEA-CAM5, two common markers that are overly expressed in a
majority of cancers. Glycosylated CEA is highly expressed in patients with pancreatic and lung cancers, and can be used to detect these cancers using a direct blood test. As CEA-CAM5 and CEA-CAM6 are also present on the normal tissue, any commercial
product would require adding additional markers for developing a test with higher sensitivity and specificity.

Small cell
lung cancer is the most aggressive form of lung cancer tethered with cigarette smoking. Small cell lung cancer cases are estimated to constitute about 13% of all lung cancer cases. In the United States, the American Cancer Society estimated 210,000
new lung cancer cases, as well as 161,000 deaths, occurred in 2008. Early diagnosis of small cell lung cancer is very difficult, and consequently, the vast majority of patients manifest an established cancer with metastasis at the time of diagnosis.

DIAAD utilizes immunological tolerization to accelerate the discovery of the molecular differences between diseased cells and
their normal counterparts. The monoclonal antibodies produced by DIAAD provide the basis for the discovery and development of our potential diagnostic and therapeutic products.

DIAAD enhances the antibody response of laboratory animals to disease-specific antigens. Antibodies are proteins produced by the bodys
immune system that target and selectively bind antigens found on the surface of cancer cells or cells invaded by pathogens such as bacteria and viruses. There are billions of antibodies, each capable of recognizing and binding a different and
specific antigen. Antibodies produced from a single B cell are termed monoclonal and represent one unique protein sequence with a unique specificity and affinity.

Conventional methods of monoclonal antibody discovery involve immunizing a laboratory animal with diseased cells. Since the majority of the
antigens expressed by the diseased cells are also present on normal cells, the vast majority of the antibodies produced also bind to the normal cells. The discovery of antibodies that bind only to the diseased cell involves a lengthy screening
process to remove antibodies reacting with normal tissues. Thus, the screen for such an antibody is often exhaustive and time consuming and entails testing thousands of antibodies for their ability to bind selectively to the diseased cell.



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DIAAD focuses the immune response on the tumor antigens by first eliminating the immune
response directed against antigens on the normal cells. This is done by a process immunologists call tolerization, which is followed by immunizing the tolerized animals with prostate cancer cells. This directs the immune response towards only those
antigens that are present on the cancerous but not on the normal cells.

We are continuing development of our monoclonal
antibody product candidates, ICT-37 and ICT-109, for the diagnosis and treatment of small cell lung cancer and pancreatic cancer. Last year, we initiated a collaboration with Antitope, Ltd (UK) to humanize these antibodies by using their proprietary
technologies, which was completed in August 2009. In light of the potential need to access other technology to combine our antibodies with other cancer killing technologies and the significant projected pre-clinical development costs for these
antibodies, we plan during 2010 to seek partners or licensees to develop these product candidates.

We also have another
antibody product candidate, ICT-69, which targets ovarian cancer and multiple myeloma. ICT-69 was designed using our DIAAD (differential immunization for antigen and antibody discovery) technology with the purpose of targeting human multiple myeloma
and ovarian cancer cells. Preclinical data have demonstrated the ability of ICT-69 to target antigens specific to human multiple myeloma cells without binding to healthy tissues, making it a potential candidate for therapeutic applications
associated with multiple myeloma as our preliminary data indicates that it directly targets malignant cells without corresponding damage to healthy cells. Consistent with our antibody plans above, we entered into a research and option license
agreement with Roche Group, a leading global pharmaceutical company, giving them an option to acquire a license to develop and commercialize our monoclonal antibody targeting multiple myeloma and ovarian cancer. Upon completion of an evaluation
period, Roche has the right to acquire for an option exercise payment a commercial license for this antibody from us, which would result in total payments due to us of up to $32 million in the event that all developmental milestones are met for
multiple indications. Royalties also will be payable to us based on Roche Groups worldwide sales, if any, of ICT-69 products.

These monoclonal antibody programs are at a pre-clinical stage of development and will require further development before an IND can be potentially filed for human testing. We expect our potential partners or licensees to do this
development work.

Cedars-Sinai License Agreement

In November 2006, we entered into a license agreement with Cedars-Sinai under which we acquired an exclusive, worldwide license to our
technology for use as cellular therapies, including dendritic cell-based vaccines for neurological disorders that include brain tumors and neurodegenerative disorders and other cancers. This technology is covered by a number of pending U.S. and
foreign patent applications, and the term of the license will be until the last to expire of any patents that are issued covering this technology.

As an upfront licensing fee, we issued Cedars-Sinai 694,000 shares of our common stock and paid Cedars-Sinai $62,000. Additional specified milestone payments will be required to be paid by us to
Cedars-Sinai when we initiate patient enrollment in our first Phase III clinical trial and when we receive FDA marketing approval for our first product.

In June 2008, we licensed an additional cancer stem cell vaccine technology from Cedars-Sinai for which we paid 100,000 shares of our common stock.

We have agreed to pay Cedars-Sinai specified percentages of all of our sublicensing income and of our gross revenues from sales of products
based on the licensed technology, subject to a reduction if we must make any payments to any third party whose proprietary rights would be infringed by sale of the products. To maintain our rights to the licensed technology, we must meet certain
development and funding milestones.



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Molecular Discoveries Agreement

In February 2008, we entered into an agreement with Molecular Discoveries covering our acquisition of certain monoclonal antibody related
technology owned by Molecular Discoveries and completed the acquisition of the technology on that date. The Molecular Discoveries Agreement also was acknowledged and agreed to by Dr. Cohava Gelber, an inventor of the technology acquired by us
under this agreement and an equity owner of Molecular Discoveries. We have retained Dr. Gelber as a consultant to assist us in developing the acquired technology.

The technology acquired under the Molecular Discoveries agreement and now owned by us consists of (i) a platform technology referred to by Molecular Discoveries as DIAAD for the potentially rapid
discovery of monoclonal antibodies to detect and treat cancer and other chronic diseases and (ii) certain monoclonal antibody candidates for the potential detection and treatment of multiple myeloma, small cell lung, pancreatic and ovarian
cancers. The monoclonal antibodies are covered by issued patents and pending patent applications in the fields of multiple myeloma, small cell lung and ovarian cancers.

The consideration that we paid for the acquired technology consists of (i) the issuance of 800,000 shares of our common stock to Molecular Discoveries and (ii) our reimbursement to Molecular
Discoveries or its managing member of $250,000 of previously incurred patent expenses. We are required to register the shares that we have issued to Molecular Discoveries, which has agreed to not publicly resell more than 100,000 shares in any
90-day period. All of the shares issued to Molecular Discoveries have been placed in escrow to secure its obligations to us under the Molecular Discoveries agreement, with 400,000 shares released in February 2009 and the remaining shares subject to
release in February 2010.

Intellectual Property

We acquired exclusive worldwide rights from Cedars-Sinai to the inventions described below. Our dendritic cell based vaccine and cancer stem
cell vaccine product candidates are currently covered by patent applications that have been filed in the United States. Our current patent applications for our vaccine technology are as follows:



| |  |  | Cancer Vaccine Including Dendritic Cells Loaded with Tumor-Associated Antigens. A U.S. patent application has been filed relating to a
vaccine including dendritic cells loaded with tumor-associated antigens.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cancer Vaccine Including Antigens Obtained From Cancer Stem Cells. A U.S. patent application has been filed relating to a vaccine including
dendritic cells loaded with antigens obtained from cancer stem cells.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Use of COX-2 Inhibitors to Prevent T-Cell Anergy Induced by Dendritic Cell Therapy. A U.S. patent application has been filed relating to
the use of COX-2 inhibitors in combination with a therapeutic dendritic cell vaccine for treating cancer.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Intratumoral Delivery of Dendritic Cells. Patent rights based on an International PCT Patent Application are pending in Europe and South
Korea for intellectual property on the treatment of a tumor by administering dendritic cells either directly into the tumor or into its surrounding tissue.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we have acquired exclusive worldwide ownership rights to seven granted U.S. patents and 14 U. S. and foreign patent
applications through our acquisition of the monoclonal antibody related technology from Molecular Discoveries. The issued patents relate to monoclonal antibodies targeting various cancers, including human myeloma, ovarian cancer and small cell lung
cancer.



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Employees

We have three full-time employees, including our President and Chief Executive Officer and our Vice-President  Product Development and Manufacturing. Our Chairman of the Board and our Chief
Financial Officer work part-time for us. In addition, we have a number of consulting agreements for regulatory affairs, investor relations and business development.

Competition

The pharmaceutical and biopharmaceutical industry is
characterized by intense competition and rapid and significant technological changes and advancements. Many companies, research institutions and universities are doing research and development work in a number of areas similar to those that we focus
on that could lead to the development of new products which could compete with and be superior to our product candidates.

Most of the companies with which we compete have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than those of ours. A number of these companies may have or may develop technologies for
developing products for treating various diseases that could prove to be superior to ours. We expect technological developments in the pharmaceutical and biopharmaceutical and related fields to occur at a rapid rate, and we believe competition will
intensify as advances in these fields are made. Accordingly, we will be required to continue to devote substantial resources and efforts to research and development activities in order to potentially achieve and maintain a competitive position in
this field. Products that we develop may become obsolete before we are able to market them or to recover all or any portion of our research and development expenses. We will be competing with respect to our products with companies that have
significantly more experience in undertaking preclinical testing and human clinical trials with new or improved therapeutic products and obtaining regulatory approvals of such products. A number of these companies already market and may be in
advanced phases of clinical testing of various drugs that may compete with our lead product candidate or any future product candidates. Our competitors may develop or commercialize products more rapidly than we do or with significant advantages over
any products we develop. Our competitors may therefore be more successful in commercializing their products than we are, which could adversely affect our competitive position and business.

In addition to larger pharmaceutical or biopharmaceutical companies that may develop different competing technologies or technologies within
the stem cell field, we will be competing with a number of smaller biotechnology companies that are focused on cellular therapy technologies, which may include among others Dendreon, Northwest Biotherapeutics, Antigenics, Celldex Therapeutics,
NeuralStem, Geron, NeuroNova, ReNeuron, Stemcells, Inc., Advanced Cell Technology and Osiris Therapeutics. We are aware that Dendreon and Northwest Biotherapeutics have conducted clinical trials with cancer vaccine product candidates utilizing
dendritic cells (including a Northwest Biotherapeutics candidate for treating brain tumors that has been approved for marketing in Switzerland), and other companies may also be developing vaccines of this type.

A number of monoclonal antibody products currently are being marketed for the treatment of cancer, including
Rituxan®, Herceptin®, Compath®, Avastin®, Erbitux®, Vectibix®, Zevatin®, and Bexxar®, and numerous other monoclonal antibody based products are under development for the treatment of cancer. In the monoclonal antibody space, we will be directly
competing against a number of other well-established pharmaceutical and biotech companies such as Genentech, Seattle Genetics, Immunomedica, Medarex, Immunogen and others. Several of these companies are also targeting lung, pancreatic and colon
cancer.



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Colleges, universities, governmental agencies and other public and private research
organizations are becoming more active in seeking patent protection and licensing arrangements to collect royalties for use of technologies that they have developed, some of which may be directly competitive with our lead product candidate or any
future product candidates. The governments of a number of foreign countries are aggressively investing in cellular therapy research and promoting such research by public and private institutions within those countries. These domestic and foreign
institutions and governmental agencies, along with pharmaceutical and specialized biotechnology companies, can be expected to compete with us in recruiting qualified scientific personnel.

Our competitive position will be significantly impacted by the following factors, among others:



| |  |  | our ability to obtain FDA marketing approval for our product candidates on a timely basis
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | the level of acceptance of our products by physicians, compared to those of competing products or therapies
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | our ability to have our products manufactured on a commercial scale
| | - |  | -------------------------------------------------------------------



| |  |  | the effectiveness of sales and marketing efforts on behalf of our products
| | - |  | --------------------------------------------------------------------------



| |  |  | our ability to meet demand for our products
| | - |  | -------------------------------------------



| |  |  | our ability to secure insurance reimbursement for our products candidates
| | - |  | -------------------------------------------------------------------------



| |  |  | the price of our products relative to competing products or therapies
| | - |  | ---------------------------------------------------------------------



| |  |  | our ability to recruit and retain appropriate management and scientific personnel
| | - |  | ---------------------------------------------------------------------------------



| |  |  | our ability to develop a commercial scale research and development, manufacturing and marketing infrastructure either on our own or with one or more
future strategic partners.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Government Regulation

The United States and other developed countries extensively regulate the preclinical and clinical testing, manufacturing, labeling, storage,
record-keeping, advertising, promotion, export, marketing and distribution of drugs and biologic products. The United States Food and Drug Administration, under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and other
federal statutes and regulations, regulates pharmaceutical and biologic products.

To obtain approval of our product
candidates from the FDA, we must, among other requirements, submit data supporting safety and efficacy for the intended indication as well as detailed information on the manufacture and composition of the product candidate. In most cases, this will
require extensive laboratory tests and preclinical and clinical trials. The collection of these data, as well as the preparation of applications for review by the FDA involve significant time and expense. The FDA also may require post-marketing
testing to monitor the safety and efficacy of approved products or place conditions on any approvals that could restrict the therapeutic claims and commercial applications of these products. Regulatory authorities may withdraw product approvals if
we fail to comply with regulatory standards or if we encounter problems at any time following initial marketing of our products.

The first stage of the FDA approval process for a new biologic or drug involves completion of preclinical studies and the submission of the results of these studies to the FDA. This data, together with proposed clinical protocols,
manufacturing information, analytical data and other information submitted to the FDA, in an investigational new drug application (IND), must become effective before human clinical trials may commence. Preclinical studies generally
involve FDA regulated laboratory evaluation of product characteristics and animal studies to assess the efficacy and safety of the product candidate.



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After the IND becomes effective, a company may commence human clinical trials. These are
typically conducted in three sequential phases, but the phases may overlap. Phase I trials consist of testing of the product candidate in a small number of patients or healthy volunteers, primarily for safety at one or more doses. Phase I trials in
cancer are often conducted with patients who are not healthy and who have end-stage or metastatic cancer. Phase II trials, in addition to safety, evaluate the efficacy of the product candidate in a patient population somewhat larger than Phase I
trials. Phase III trials typically involve additional testing for safety and clinical efficacy in an expanded population at multiple test sites. A company must submit to the FDA a clinical protocol, accompanied by the approval of the Institutional
Review Boards at the institutions participating in the trials, prior to commencement of each clinical trial.

To obtain FDA
marketing authorization, a company must submit to the FDA the results of the preclinical and clinical testing, together with, among other things, detailed information on the manufacture and composition of the product candidate, in the form of a new
drug application (NDA) or, in the case of a biologic, like dendritic cell-based vaccines for neurological disorders, a biologics license application (BLA).

The amount of time taken by the FDA for approval of an NDA or BLA will depend upon a number of factors, including whether the product
candidate has received priority review, the quality of the submission and studies presented, the potential contribution that the compound will make in improving the treatment of the disease in question, and the workload at the FDA. The FDA has
committed to reviewing standard BLAs in 10 months and priority BLAs in six months, but the actual time it takes to review any BLA that we may file could be substantially longer.

The FDA may, during its review of an NDA or BLA, ask for additional test data that may require the conduct of additional clinical trials. If
the FDA does ultimately approve the product candidate for marketing, it may require post-marketing testing to monitor the safety and effectiveness of the product. The FDA also may in some circumstances impose restrictions on the use of the product,
which may be difficult and expensive to administer and may require prior approval of promotional materials.

The FDA may, in
some cases, confer upon an investigational product the status of a fast track product. A fast track product is defined as a new drug or biologic intended for the treatment of a serious or life-threatening condition that demonstrates the potential to
address unmet medical needs for this condition. The FDA can base approval of an NDA or BLA for a fast track product on an effect on a surrogate endpoint, or on another endpoint that is reasonably likely to predict clinical benefit. If a preliminary
review of clinical data suggests that a fast track product may be effective, the FDA may initiate review of entire sections of a marketing application for a fast track product before the sponsor completes the application.

We will also be subject to a variety of regulations governing clinical trials and sales of our products outside the United States. Whether
or not FDA approval has been obtained, approval of a product candidate by the comparable regulatory authorities of foreign countries and regions must be obtained prior to the commencement of marketing the product in those countries. The approval
process varies from one regulatory authority to another and the time may be longer or shorter than that required for FDA approval. In the European Union, Canada and Australia, regulatory requirements and approval processes are similar, in principle,
to those in the United States.

Before approving a BLA, the FDA will inspect the facilities at which the product is
manufactured and will not approve the product unless the manufacturing facilities are in compliance with the FDAs cGMP, which are regulations that govern the manufacture, holding and distribution of a product. Manufacturers of biologics also
must comply with the FDAs general biological product standards.



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Following approval, the FDA periodically inspects drug and biologic manufacturing facilities to ensure continued compliance with the good manufacturing practices regulations. We must ensure that
any third-party manufacturers continue to comply with those requirements. Failure to comply with these requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturing or recall or seizure of
product. Adverse patient experiences with the product must be reported to the FDA and could result in the imposition of marketing restrictions through labeling changes or market removal. Product approvals may be withdrawn if compliance with
regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following approval.

The labeling, advertising, promotion, marketing and distribution of a drug or biologic product also must be in compliance with FDA and Federal Trade Commission, requirements, which include, among others, standards and regulations for
off-label promotion, industry sponsored scientific and educational activities, promotional activities involving the internet, and direct-to-consumer advertising. We also will be subject to a variety of federal, state and local regulations relating
to the use, handling, storage and disposal of hazardous materials, including chemicals and radioactive and biological materials. In addition, we will be subject to various laws and regulations governing laboratory practices and the experimental use
of animals. In each of these areas, as above, the FDA has broad regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of product approvals, seize or recall products, and deny or
withdraw approvals.

We also will be subject to federal regulation by the Occupational Safety and Health Administration and
the Environmental Protection Agency and to regulation under the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other federal and state regulatory statutes, and may in the future be subject to other federal, state or
local regulations.



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GLOSSARY OF TERMS



|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Antibody:                      |  | any of a large body of proteins normally present in the body or produced in response to an antigen that it neutralizes, thus producing an immune response.                                                                                                                                                                                                                                                                             
|                               | 
|Antigen:                       |  | any substance that when introduced into the body can stimulate the production of antibodies and combine specifically with them.                                                                                                                                                                                                                                                                                                        
|                               | 
|Cancer Stem Cell:              |  | cancer cells (found within tumors or hematological cancers) that possess characteristics associated with normal stem cells, specifically the ability to give rise to all cell types
found in a particular cancer sample.                                                                                                                                                                                                               
|                               | 
|Cellular differentiation:      |  | the process by which a cell becomes specialized in order to perform a specific function.                                                                                                                                                                                                                                                                                                                                               
|                               | 
|Cytokine:                      |  | any of a class of immunoregulatory proteins (such as interleukin, tumor necrosis factor, and interferon) that are released by cells of the immune system and act as intercellular
mediators in the generation of an immune response. Also called chemokine.                                                                                                                                                                            
|                               | 
|Dendritic cell:                |  | a highly specialized white blood cell found in the skin, mucosa and lymphoid tissues that initiates a primary immune response by activating lymphocytes and secreting
cytokines.                                                                                                                                                                                                                                                       
|                               | 
|DNA:                           |  | a nucleic acid that carries the genetic information in the cell and is capable of self-replication and synthesis of RNA, which determines protein synthesis and the transmission of
genetic information.                                                                                                                                                                                                                               
|                               | 
|Epitope:                       |  | a localized region on the surface of an antigen that is capable of eliciting an immune response and of combining with a specific antibody to counter that response.                                                                                                                                                                                                                                                                    
|                               | 
|Glioblastoma multiforme (GBM): |  | the most common and most aggressive type of primary brain tumor in humans                                                                                                                                                                                                                                                                                                                                                              
|                               | 
|Immunogenic:                   |  | capable of inducing an immune response.                                                                                                                                                                                                                                                                                                                                                                                                
|                               | 
|Lymphocyte:                    |  | any of various white blood cells, including B cells and T cells, that function in the bodys immune system by recognizing and deactivating antigens. B cells act by
stimulating the production of antibodies. T cells contain receptors on their cell surfaces that are capable of recognizing and binding to specific antigens. Lymphocytes are found in the lymph nodes and spleen and circulate continuously in the
blood and lymph.
|                               | 
|Lysate:                        |  | the cellular debris and fluid produced by the disintegration of a cell resulting from the destruction of its membrane by a chemical substance, especially an antibody or
enzyme.                                                                                                                                                                                                                                                       
|                               | 
|Peptide:                       |  | a compound containing two or more amino acids in which the carboxyl group of one acid is linked to the amino group of the other                                                                                                                                                                                                                                                                                                        
|                               | 
|Stem cell:                     |  | an unspecified cell that upon division replaces its own numbers and also gives rise to cells that differentiate further into one or more specialized cell type.                                                                                                                                                                                                                                                                        
|                               | 
|T cell:                        |  | any of several closely related lymphocytes, developed in the thymus, which circulate in the blood and lymph and orchestrate the immune systems response to infected or
malignant cells.                                                                                                                                                                                                                                               



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|Item 1A. | Risk Factors.
|-------- | -------------

An
investment in our securities involves a high degree of risk. You should carefully consider the risks described below before deciding to invest in or maintain your investment in our company. The risks described below are not intended to be an
all-inclusive list of all of the potential risks relating to an investment in our securities. If any of the following or other risks actually occur, our business, financial condition or operating results and the trading price or value of our
securities could be materially and adversely affected.

Risks Related To Our Business

We are a development-stage company subject to all of the risks and uncertainties of a new business, including the risk that we may never market any
products or generate revenues.

We are a development-stage company that has only recently commenced any significant
research and development activity. There is no assurance that we will be able to satisfactorily develop or market any of our current or proposed product candidates or that those product candidates will generate revenues or that any revenues
generated will be sufficient for us to become profitable or thereafter maintain profitability. Only one of our product candidates has been clinically tested in an early stage trial. We have not generated any recurring revenues to date, and we do not
expect to generate any such revenues for a number of years.

Our cell-based vaccine technologies and our recently acquired
monoclonal antibody based technology currently are our primary platform technologies, and our commercial prospects will be heavily dependent on the outcome of the contemplated clinical trials for our two current vaccine product candidates and our
ability to successfully develop and then clinically test one or more monoclonal antibody product candidates. We have only three full-time employees, including our President and Chief Executive Officer and our Vice-President  Product
Development and Manufacturing, have limited resources and may not possess the ability to successfully overcome many of the risks and uncertainties frequently encountered by early stage companies involved in the new and rapidly evolving field of
biotechnology in general and cancer immunotherapies and monoclonal antibodies in particular. You must consider that we may not be able to:



| |  |  | obtain additional financial resources necessary to develop, test, manufacture and market our vaccine product candidates, our monoclonal antibody
product candidates or any future product candidates;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | engage corporate partners to assist in developing, testing, manufacturing and marketing our vaccine product candidates, our monoclonal antibody product
candidates or any future product candidates;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | satisfy the requirements of acceptable pre-clinical and clinical trial protocols, including timely patient enrollment;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | establish and demonstrate or satisfactorily complete the research to demonstrate at various stages the pre-clinical and clinical efficacy and safety of
our vaccine product candidates, our monoclonal antibody product candidates or any future product candidates; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | market our vaccine product candidates, our monoclonal antibody product candidates or any future product candidates to achieve acceptance and use by the
medical community and patients in general and produce revenues.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We have a history of losses, expect future losses and cannot assure you that we will ever become or
remain profitable.

With the exception of a licensing fee payment that we received in 2009 in connection with our entering
into a research and license option agreement with Roche Group, we have not generated any revenues and have incurred operating losses since our inception, and we expect to continue to incur operating losses for the foreseeable future. There is no
assurance that we will be able to develop or market products in the future that will generate revenues or that any revenues generated will be sufficient for us to become profitable or thereafter maintain profitability. In the event that our
operating losses are greater than anticipated or continue for longer than anticipated, we will need to raise significant additional capital sooner, or in greater amounts, than otherwise anticipated in order to be able to continue development of our
present or future product candidates and maintain our operations.

We will need to obtain significant additional capital, which additional
funding may dilute our existing stockholders.

We believe that our existing cash balances, together with potential
proceeds from our preferred stock purchase arrangement with Socius Capital Group, will be sufficient to fund our currently planned level of operations for at least the next twelve months. We will need significant funding to initiate and conduct our
currently planned clinical trials for ICT-107 and ICT-121, as well as to carry out all of our development work on our vaccine product candidates, our monoclonal antibody product candidates and future product candidates and to expand the scope of our
operations (including seeking to employ additional support personnel on a full-time basis). If we are unable to obtain sufficient capital on a timely basis, the development of our current or any future product candidates is likely to be delayed, and
we could be forced to reduce the scope of our research and development projects or otherwise limit or terminate our operations altogether.

In December 2009, we entered into an agreement with Socius Capital under which Socius Capital has agreed to purchase from time to time an aggregate of up to $10 million of our preferred stock. However,
Socius Capitals obligation to purchase shares of our preferred stock is subject to our satisfying certain conditions at that time. There is no assurance that we will be able to satisfy those conditions if we wish to sell shares of our
preferred stock to Socius Capital or that Socius Capital will have the ability to complete these purchases. In connection with each sale of preferred stock to Socius Capital, a pro rata portion of a warrant held by an affiliate of Socius Capital to
purchase shares of our common stock will become exercisable. Should the Socius Capital affiliate sell substantial amounts of the underlying shares of our common stock, those sales could have a material adverse effect on the trading market for our
common stock and make it impractical for us to make future sales of preferred stock to Socius Capital without substantial dilution to our existing shareholders.

Except for our financing agreement with Socius Capital, we have not identified the sources for the additional financing that we will require, and we do not have commitments from any third parties to
provide this financing. Certain investors may be unwilling to invest in our securities since we are traded on the OTC Bulletin Board and not on a national securities exchange, particularly if there is only limited trading in our common stock on the
OTC Bulletin Board at the time we seek financing. The volume and frequency of such trading has been limited to date. There is no assurance that sufficient funding through a financing will be available to us at acceptable terms or at all. Any
additional funding that we obtain in a financing is likely to reduce the percentage ownership of the company held by our existing securityholders. The amount of this dilution may be substantially increased if the trading price of our common stock
has declined at the time of any financing from its current levels. We may seek SBIR or other government grants to conduct a portion of our planned research and development work in addition to certain equity financing. We have not yet submitted any
requests for these grants, the competition for obtaining these grants is intense and there is no assurance that we will secure any grant funding on a timely basis or at all.



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Our access to Dr. Yus research laboratory at Cedars-Sinai may be limited.

We are heavily dependent upon Dr. John Yu, both for past research and as we develop our lead vaccine product candidates or any other or
future vaccine product candidates. His laboratory at Cedars-Sinai has been financed in part by Cedars-Sinai (which is the licensor of our cellular-based therapy technology) and the National Institutes of Health (NIH). Cedars-Sinai or the
NIH or other governmental agencies could promulgate new rules and regulations that might interfere with our product development or ownership rights if we wish to access on a contractual basis Dr. Yus laboratory at Cedars-Sinai in
connection with our research and development activities.

Our current product candidates and any future product candidates will be based on
novel technologies and are inherently risky.

We are subject to the risks of failure inherent in the development of
products based on new technologies. The novel nature of the therapies creates significant challenges in regards to product development and optimization, manufacturing, government regulation, third-party reimbursement and market acceptance. For
example, the FDA has limited experience with cancer stem cell or dendritic cell-based therapeutics and has not yet approved any of these therapeutics for marketing, and the pathway to regulatory approval for our vaccine product candidates or any
future vaccine product candidates may accordingly be more uncertain, complex and lengthy than the pathway for new conventional drugs. The targeting of cancer stem cells as a potential therapy is a recent development that may not become broadly
accepted by scientists or pharmaceutical companies. In addition, the manufacture of biological products, including cancer stem cell or dendritic cell-based vaccines, could be more complex and difficult, and therefore, these potential challenges may
prevent us from developing and commercializing products on a timely or profitable basis or at all.

We may elect to delay or
discontinue preclinical studies or clinical trials based on unfavorable results. Any product candidate using a cellular therapeutic technology may fail to:



| |  |  | survive and persist in the desired location;
| | - |  | --------------------------------------------



| |  |  | provide the intended therapeutic benefits;
| | - |  | ------------------------------------------



| |  |  | properly integrate into existing tissue in the desired manner; or
| | - |  | -----------------------------------------------------------------



| |  |  | achieve therapeutic benefits equal to or better than the standard of treatment at the time of testing.
| | - |  | ------------------------------------------------------------------------------------------------------

In addition, our product candidates may cause undesirable side effects. Results of preclinical research with our vaccine product candidates
or any other or future product candidates or clinical results with formulations used in earlier trials that are similar but not identical to our product candidate formulations may not be indicative of the results that will be obtained in later
stages of preclinical or clinical research on our product candidates. If regulatory authorities do not approve our products or if we fail to maintain regulatory compliance, we would be unable to commercialize our products, and our business and
results of operations would be harmed. Furthermore, because cancer stem cell and dendritic cell based products represent new forms of therapy, the marketplace may not accept any products we may develop that utilize these technologies. If we do
succeed in developing products, we will face many potential obstacles, such as the need to obtain regulatory approvals and to develop or obtain manufacturing, marketing and distribution capabilities. In addition, we will face substantial additional
risks, such as product liability claims.



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Because of the early stage of development of our vaccine product candidates, we do not know
if we will be able to generate data that will support the filing of a biologics license or new drug application for these product candidates or the FDAs approval thereof. If we experience substantial delays, we may not have the financial
resources to continue development of these product candidates or the development of any of our any other or future product candidates. Delays in clinical trials could reduce the commercial viability of our vaccine product candidates and any other or
future product candidates.

We are required to pay substantial royalties under our license agreement with Cedars-Sinai, and we must meet
certain milestones to maintain our license rights.

Under our license agreement with Cedars-Sinai for our cellular-based
therapy technology, we will be required to pay substantial royalties to that institution based on our revenues from sales of our products utilizing this technology, and these royalty payments could adversely affect the overall profitability for us
of any products that we may seek to commercialize. In order to maintain our license rights under the Cedars-Sinai license agreement, we will need to meet certain specified milestones, subject to certain cure provisions, in the development of our
vaccine product candidates and in the raising of funding. There is no assurance that we will be successful in meeting all of the milestones in the future on a timely basis or at all.

Before we can market our vaccine product candidates or any other or future product candidates, we must obtain governmental approval for each of these product candidates, the application and receipt of
which is time-consuming, costly and uncertain.

Our current product candidates and any future product candidates that we
will be developing will require approval of the U.S. Food and Drug Administration (FDA) before they can be marketed in the U.S. Although our focus at this time is primarily on the U.S. market, in the future similar approvals will need to
be obtained from foreign regulatory agencies before we can market our current and proposed product candidates in other countries. The process for filing and obtaining FDA approval to market therapeutic products is both time-consuming and costly,
with no certainty of a successful outcome. The historical failure rate for companies seeking to obtain FDA approval of therapeutic products is high and no cancer stem cell or dendritic cell-based cancer vaccine has to date been approved by the FDA.
This process includes conducting extensive pre-clinical research and clinical testing, which may take longer and cost more than we initially anticipate due to numerous factors, including without limitation, difficulty in securing appropriate centers
to conduct trials, difficulty in enrolling patients in conformity with required protocols in a timely manner, unexpected adverse reactions by patients in the trials to our proposed product candidates and changes in the FDAs requirements for
our testing during the course of that testing. The FDA may require pre-clinical work for our monoclonal antibody product candidates beyond what we currently plan to conduct, which could necessitate significant expenditures on our part that we have
not budgeted and which could significantly delay the commencement of clinical trials for these product candidates. The formulation of our cancer stem cell vaccine product candidate needs to be completed and certain animal testing must be completed
with this formulation before we can test this product candidate in humans. Our cancer stem cell vaccine product candidate has not been previously tested in patients, and we may encounter unexpected and adverse immune responses or other side effects
in the patients whom we test with this product candidate.

The time required to obtain FDA and other approvals is
unpredictable but often can exceed five years following the commencement of clinical trials, depending upon the complexity of the product and other factors. Any analysis we perform of data from preclinical and clinical activities is subject to
confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. We may also encounter unexpected delays or increased costs due to a variety of reasons, including new government regulations from
future legislation or administrative action, or from changes in FDA policy during the period of product development, clinical trials and FDA regulatory review.



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Any delay or failure in our clinical trial program and in obtaining required approvals would
have a material adverse effect on our ability to generate revenues from the particular product. Furthermore, any regulatory approval to market a product may be subject to limitations on the indicated uses for which we may market the product. These
limitations may limit the size of the market for the product.

Our lead vaccine product candidate and any other or future product
candidates may not be eligible for Orphan Drug status.

The United States and Europe may designate drugs for relatively
small patient populations as orphan drugs. Orphan Drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process, but does make the product eligible for orphan drug exclusivity, reduced
filing fees and specific tax credits. Generally, if a company receives the first marketing approval for a product with an Orphan Drug designation in the clinical indication for which it has such designation, the product is entitled to orphan drug
exclusivity. Orphan drug exclusivity means that the FDA will not approve another application to market the same drug for the same indication, except in limited circumstances, for a period of seven years in the United States. This exclusivity,
however, could block the approval of our proposed product candidates if a competitor obtains marketing approval before us. We plan to seek orphan drug status for our dendritic cell vaccine to treat glioblastoma multiforme and may also seek this
status for our cancer stem cell vaccine to treat glioblastoma multiforme and other diseases if we meet the eligibility criteria. However, even if we obtain orphan drug exclusivity for any of our proposed product candidates, we may not be able to
maintain it. For example, if a competitive product is shown to be clinically superior to our product, any orphan drug exclusivity we have will not block the approval of such competitive product.

Fast Track designation for development of our vaccine product candidates or any other potential product candidate may not lead to a faster development or
regulatory review or approval process, and it does not increase the likelihood that our product candidates will receive marketing approval.

If a drug is intended for the treatment of a serious or life-threatening condition and the drug demonstrates the potential to address unmet medical needs for this condition, the drug sponsor may apply for
FDA Fast Track designation for a particular indication. Marketing applications filed by sponsors of products in Fast Track development may qualify for priority review under the policies and procedures offered by the FDA, but the Fast Track
designation does not assure any such qualification or ultimate marketing approval by the FDA. Receipt of Fast Track designation may not result in a faster development process, review or approval compared to drugs considered for approval under
conventional FDA procedures. In addition, the FDA may withdraw any Fast Track designation at any time. We may seek Fast Track designation for our vaccine product candidates or any other product candidates, but there is no assurance that the FDA will
grant this status to any of our proposed product candidates.

Because our current product candidates represent and our other future
potential product candidates will represent novel approaches to the treatment of disease, there are many uncertainties regarding the development, the market acceptance, third-party reimbursement coverage and the commercial potential of our product
candidates.

There is no assurance that the approaches offered by our current product candidates or any future product
candidates will gain broad acceptance among doctors or patients or that governmental agencies or third-party medical insurers will be willing to provide reimbursement coverage for proposed product candidates. Moreover, we do not have internal
marketing data research resources and are not certain of and have not attempted to independently verify the potential size of the commercial markets for our current product candidates or any future product candidates. Since our current product
candidates and any future product candidates will represent new approaches to treating various conditions, it may be difficult, in any event, to accurately estimate the potential revenues from these product candidates. We may spend large amounts of
money trying to obtain approval for these product candidates, and never



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succeed in doing so. In addition, these product candidates may not demonstrate in large sets of patients the pharmacological properties ascribed to them in the laboratory studies or smaller
groups of patients, and they may interact with human biological systems in unforeseen, ineffective or even harmful ways either before or after they are approved to be marketed. We do not yet have sufficient information to reliably estimate what it
will cost to commercially manufacture our current product candidates or any future product candidates, and the actual cost to manufacture these products could materially and adversely affect the commercial viability of these products. Certain of our
cell-based vaccine product candidates may be formulated with cells harvested and processed from individual target patients, which could limit the target patient population for these vaccines and could require complex and costly manufacturing
processes to produce these vaccines on a commercial basis. As a result, we may never succeed in developing a marketable product. If we do not successfully develop and commercialize products based upon our approach, we will not become profitable,
which would materially and adversely affect the value of our common stock.

Other factors that are presently unknown to us
that we believe will materially affect market acceptance of our current product candidates or any future product candidates include:



| |  |  | the timing of our receipt of any marketing approvals, the terms of any approvals and the countries in which approvals are obtained;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the safety, efficacy and ease of administration;
| | - |  | ------------------------------------------------



| |  |  | the availability of government and third-party payor reimbursement;
| | - |  | -------------------------------------------------------------------



| |  |  | the pricing of our product candidates, particularly as compared to alternative treatments; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the availability of alternative effective forms of treatments, at that time, for the diseases that the product candidates we are developing are
intended to treat.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Adverse publicity regarding cellular therapies could impact our business.

Although we are not utilizing embryonic stem cells, adverse publicity due to the ethical and social controversies surrounding the use of
such cells or any adverse reported side effects from any stem cell, dendritic or other cell therapy clinical trials or to the failure of such trials to demonstrate that these therapies are efficacious could materially and adversely affect our
ability to raise capital or recruit managerial or scientific personnel or obtain research grants.

As an early stage small company that
will be competing against numerous large, established companies that have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than we have, we will be at a significant competitive disadvantage.

The pharmaceutical and biopharmaceutical industry is characterized by intense competition and rapid and significant
technological changes and advancements. Many companies, research institutions and universities are doing research and development work in a number of areas similar to those that we focus on that could lead to the development of new products which
could compete with and be superior to our product candidates.

Most of the companies with which we compete have substantially
greater financial, technical, research, manufacturing, marketing, distribution and other resources than those of ours. A number of these companies may have or may develop technologies for developing products for treating various diseases, including
brain cancers, that could prove to be superior to ours. We expect technological developments in the pharmaceutical and biopharmaceutical and related fields to occur at a rapid rate, and we believe competition will intensify as advances in these
fields are made. Accordingly, we will be



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required to continue to devote substantial resources and efforts to research and development activities in order to potentially achieve and maintain a competitive position in this field. Products
that we develop may become obsolete before we are able to market them or to recover all or any portion of our research and development expenses. We will be competing with respect to our products with companies that have significantly more experience
and expertise in undertaking preclinical testing and human clinical trials with new or improved therapeutic products and obtaining regulatory approvals of such products. A number of these companies already market and may be in advanced phases of
clinical testing of various drugs that will or may compete with our current product candidates or other future potential product candidates. Our competitors may develop or commercialize products more rapidly than we do or with significant advantages
over any products we develop. Our competitors may therefore be more successful in commercializing their products than we are, which could adversely affect our competitive position and business.

In addition to larger pharmaceutical or biopharmaceutical companies that may develop different competing technologies or technologies within
the cellular and stem cell field, we will be competing with a number of smaller biotechnology companies that are focused on cellular therapy and cancer vaccine technologies, which may include among others AVANT Therapeutics, Dendreon, Northwest
Biotherapeutics, Antigenics, Celldex Therapeutics, NeuralStem, Geron, NeuroNova, ReNeuron, Stemcells, Inc., Advanced Cell Technology and Osiris Therapeutics. We are aware that Dendreon and Northwest Biotherapeutics have conducted clinical trials
with cancer vaccine product candidates utilizing dendritic cells (including a Northwest Biotherapeutics candidate for treating brain tumors), and AVANT Therapeutics is also currently conducting clinical trials to treat glioblastoma with their cancer
vaccine. Other existing and new companies that may enter the field, may also be developing vaccines of this type.

Drugs
targeting cancer stem cells is a new emerging field, and a number of companies are developing products that are in various stages of clinical or preclinical development. We will be competing with these companies, which may have more resources than
we have. This list may include among others ChemGenex, GlaxoSmithKline, Geron, Stemline Therapeutics, OncoMed Pharmaceuticals, Raven and Arius Research. In addition, a number of academic and research centers are doing research in this area which may
be commercialized by new or existing companies.

A number of monoclonal antibody products currently are
being marketed for the treatment of cancer, including Rituxan®, Herceptin®, Compath®, Avastin®, Erbitux®, Vectibix®, Zevatin®, and Bexxar®, and numerous other monoclonal antibody based products are under development for the treatment of cancer.
Accordingly, our monoclonal antibody products, if marketed, can be expected to compete with a number of monoclonal antibody products (as well as other products for the treatment of cancer) that are well established and marketed by substantial
organizations.

Colleges, universities, governmental agencies and other public and private research organizations are becoming
more active in seeking patent protection and licensing arrangements to collect royalties for use of technologies that they have developed, some of which may be directly competitive with our lead product candidate or any future product candidates.
The governments of a number of foreign countries are aggressively investing in cellular therapy research and promoting such research by public and private institutions within those countries. These domestic and foreign institutions and governmental
agencies, along with pharmaceutical and specialized biotechnology companies, also can be expected to compete with us in recruiting qualified scientific personnel.



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We will need to outsource and rely on third parties for the clinical development and manufacture, sales
and marketing of our current product candidates or any future product candidates, and our future success will be dependent on the timeliness and effectiveness of the efforts of these third parties.

We do not have the required financial and human resources to carry out on our own all the pre-clinical and clinical development for our
vaccine product candidates or any other or future product candidates, and do not have the capability and resources to manufacture, market or sell our current product candidates or any future product candidates. Vaccines are often administered with
one or more adjuvants, which if necessary we will have to procure from a third-party source. We will need to rely on a firm with expertise in producing a humanized form of our monoclonal antibody product candidates. Our business model calls for the
outsourcing of the clinical and other development and manufacturing, sales and marketing of our product candidates in order to reduce our capital and infrastructure costs as a means of potentially improving our financial position. We have granted
Roche Group an option to acquire a license to develop and commercialize ICT-69, one of our monoclonal antibody product candidates, although there is no assurance that Roche Group will elect to exercise that option. We currently are seeking a partner
or licensee to be responsible for the early stage development of our other monoclonal antibody product candidates. Since we do not have any significant efficacy data for these product candidates, it will be more difficult for us to obtain partners
or licensees on attractive terms or at all at this stage. Accordingly, we will seek to enter, at the appropriate time, into agreements with other companies that can assist us and provide certain capabilities that we do not possess. Even if we do
succeed in securing these alliances, we may not be able to maintain them if, for example, development results are disappointing or approval of a product is delayed or sales of an approved product are below expectations. Furthermore, any delay in
entering into agreements could delay the development and commercialization of our products and reduce their competitiveness even if they reach the market. Any such delay related to our agreements could adversely affect our business.

If any party to which we have outsourced certain functions fails to perform its obligations under agreements with us, the development and
commercialization of our lead product candidate and any future product candidates could be delayed or terminated.

To the
extent that we rely on third-party individuals or other companies to manage the day-to-day conduct of our clinical trials or to manufacture, sell or market our current product candidates or any future product candidates, we will be dependent on the
timeliness and effectiveness of their efforts. If a clinical research management organization that we might utilize is unable to allocate sufficient qualified personnel to our studies or if the work performed by it does not fully satisfy the
rigorous requirements of the FDA, we may encounter substantial delays and increased costs in completing our clinical trials. If a firm producing humanized forms of our molecular antibody product candidates or a manufacturer of the raw material or
finished product for our clinical trials is unable to meet our time schedules or cost parameters, the timing of our clinical trials and development of our product candidates may be adversely affected. Any manufacturer that we select may encounter
difficulties in scaling-up the manufacture of new products in commercial quantities, including problems involving product yields, product stability or shelf life, quality control, adequacy of control procedures and policies, compliance with FDA
regulations and the need for further FDA approval of any new manufacturing processes and facilities. The manufacture of clinical supplies for studies and commercial quantities of our current product candidates and any future product candidates are
likely to be inherently more difficult and costly than typical chemical pharmaceuticals. This could delay commercialization of any of our product candidates or reduce the profitability of these candidates for us. If any of these occur, the
development and commercialization of our product candidates could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue such development and commercialization on our own.



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If we or our manufacturers or service providers fail to comply with regulatory laws and regulations, we
or they could be subject to enforcement actions, which could affect our ability to market and sell our vaccine product candidates and any other or future product candidates and may harm our reputation.

If we or our collaborators, manufacturers or service providers fail to comply with applicable federal, state or foreign laws or regulations,
we could be subject to enforcement actions, which could affect our ability to develop, market and sell our current product candidates or any future product candidates under development successfully and could harm our reputation and lead to reduced
or non-acceptance of our proposed product candidates by the market. Even technical recommendations or evidence by the FDA through letters, site visits, and overall recommendations to academia or biotechnology companies may make the manufacturing of
a clinical product extremely labor intensive or expensive, making the product candidate no longer viable to manufacture in a cost efficient manner. The very nature of the product may make the product candidate not commercially viable. The required
testing of the product candidate may make that candidate no longer commercially viable. The conduct of clinical trials may be critiqued by the FDA, or a clinical trial sites Institutional Review Board or Institutional Biosafety Committee;
which may delay or make impossible clinical testing of a product candidate. The Data Safety Monitoring Committee for a clinical trial established by us may stop a trial or deem a product candidate unsafe to continue testing. This may have
significant negative repercussions on the value of the product candidate and may have negative repercussions on the company and on the shareholders.

Even if we obtain regulatory approvals, our products will be subject to ongoing regulatory review.

Following
any initial regulatory approval of any products we may develop, we will also be subject to continuing regulatory review, including the review of adverse drug experiences and clinical results that are reported after our products are made commercially
available. This would include results from any post-marketing tests or vigilance required as a condition of approval. The manufacturer and manufacturing facilities we use to make any of our products will also be subject to periodic review and
inspection by the FDA. The discovery of any previously unknown problems with the product, manufacturer or facility may result in restrictions on the product or manufacturer or facility, including withdrawal of the product from the market. We do not
have, and currently do not intend to develop, the ability to manufacture material for our clinical trials or on a commercial scale. Reliance on third-party manufacturers entails risks, including the continuation of a contractual or other
relationship with the third-party manufacturer, and reliance on the third-party manufacturer for regulatory compliance. Our product promotion and advertising also will be subject to regulatory requirements and continuing FDA review.

The potential ramifications are far-reaching if there are areas identified as out of compliance by regulatory agencies, including, but not
limited to, significant financial penalties, manufacturing and clinical trial consent decrees, commercialization restrictions or other restrictions and litigation.

Our patents may not protect the proprietorship of our products.

Our
ability to compete successfully will depend significantly on our ability to defend patents that may have issued, obtain new patents, protect trade secrets and operate without infringing the proprietary rights of others or others infringing on our
proprietary rights. Although Cedars-Sinai as our licensor has filed applications relative to our cancer vaccine technology, we are responsible going forward to prosecute these patent applications. We do not currently own or have licensed rights to
any issued patents covering our cancer vaccine technology, and there is no guarantee that these patent applications will lead to issued patents.

Issuance of patents based upon the various patent applications licensed from Cedars-Sinai will depend upon the U.S. and foreign patent agencies being able to determine that the claims made in these
applications were not already publicly known or were not obvious from prior published patents and



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literature, including the extensive previous vaccine work performed and published by Dr. John Yu and other researchers at Cedars-Sinai. We have recently filed a provisional patent
application covering our cancer stem cell vaccine product candidate. Another patent application that we licensed from Cedars-Sinai and that we have been pursuing was rejected by the U.S. Patent and Trademark Office based on prior art. This patent
application covers the treatment of brain and other cancers by a combination of a dendritic cell-based vaccine and chemotherapy. We are seeking patent protection for our dendritic cell-based vaccine product candidate primarily through our licensed
multiple antigen patent application. We are not dependent on any of the claims in the combination therapy application being granted in order to complete the development of or to commercialize our lead cancer stem cell vaccine product candidate or
our dendritic cell-based vaccine product candidate. We may in the future elect to abandon one of more of our pending patent applications that do not provide significant coverage for the product candidates or technologies that we have focused on for
strategic purposes.

Even if we are able to obtain patent protection for our vaccine product candidates or any of our other or
future product candidates, there is no guarantee that the coverage of these patents or the existing patents we own covering our monoclonal antibody based technology will be sufficiently broad to protect us from competitors or that we will be able to
enforce our patents against potential infringement by third parties. Patent litigation is expensive, and we may not be able to afford the costs. We may not become aware on a timely basis that products we are developing or marketing infringe the
rights of others, nor may we be able to detect unauthorized use or take appropriate and timely steps to enforce our own intellectual property rights. Protecting our intellectual property rights may also consume significant management time and
resources.

Dr. John Yu, a co-inventor of our cellular-based therapy technology who serves as our Chairman of the Board,
is employed by Cedars-Sinai, which may assert that future intellectual property generated by Dr. Yu belongs to that institution rather than to us, and we may be required to seek a license from Cedars-Sinai for any such rights. We acquired our
monoclonal antibody related technology from Molecular Discoveries, but third parties who previously employed that companys lead scientist could potentially assert ownership claims to the technology. We do not have any issued patents or patent
applications covering DIAAD and may not be able to protect this technology through any trade secrets that we may hold or future patents, if any, that we may seek to obtain.

Nondisclosure agreements with employees and third parties may not adequately prevent disclosure of trade secrets and other proprietary information.

In order to protect our proprietary technology and processes, we will also rely in part on nondisclosure agreements with our employees,
licensing partners, consultants, agents and other organizations to which we disclose our proprietary information. These agreements may not effectively prevent disclosure of confidential information, may be limited as to their term, and may not
provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights
against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business
position. Since we will rely on trade secrets and nondisclosure agreements, in addition to patents, to protect some of our intellectual property, there is a risk that third parties may obtain and improperly utilize our proprietary information to our
competitive disadvantage. We may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.



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The manufacture, use or sale of our current product candidates or any future product candidates may
infringe on the patent rights of others, and we may be forced to litigate if an intellectual property dispute arises.

Should third parties patent specific cells, systems, receptors, monoclonal antibodies or other items that we are seeking to utilize in our development activities, we may be forced to license rights from these parties or abandon our
development activities if we are unable to secure these rights on attractive terms or at all. In light of the large number of companies and institutions engaged in research and development in the cellular therapy and monoclonal antibody fields, we
anticipate that many parties will be seeking patent rights for many cellular or monoclonal antibody based technologies and that licensing and cross licensing of these rights among various competitors may arise. Our dendritic cell-based vaccine
product candidate utilizes six antigens for which we will be required to obtain licenses from a number of other parties before we can commercialize this product candidate. There is no assurance that we will be able to obtain these licenses on
attractive terms or at all, which could result in our having to reformulate or abandon this product candidate. In addition, Cedars-Sinai has previously granted another institution rights to the use of certain peptide materials that we may seek to
incorporate into one or more of our cellular-based therapy product candidates. We may be required to obtain a license from that other institution if we wish to use these materials. If we are unable to obtain this license, we would be required to
develop vaccine products without the potential enhanced benefits that could be provided by these materials.

If we infringe or
are alleged to have infringed another partys patent rights, we may be required to defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient
resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, do not successfully defend an infringement action or are unable to have infringed patents declared invalid, we may:



| |  |  | incur substantial monetary damages;
| | - |  | -----------------------------------



| |  |  | encounter significant delays in marketing our current product candidates or any future product candidates;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | be unable to conduct or participate in the manufacture, use or sale of product candidates or methods of treatment requiring licenses;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | lose patent protection for our inventions and products; or
| | - |  | ----------------------------------------------------------



| |  |  | find our patents are unenforceable, invalid, or have a reduced scope of protection.
| | - |  | -----------------------------------------------------------------------------------

Parties making such claims may be able to obtain injunctive relief that could effectively block our ability to further develop or
commercialize our current product candidates or any future product candidates in the United States and abroad and could result in the award of substantial damages. Defense of any lawsuit or failure to obtain any such license could substantially harm
us. Litigation, regardless of outcome, could result in substantial cost to and a diversion of efforts by us.

We will be dependent on our
key personnel, and the loss of one or more of our key personnel would materially and adversely affect our business and prospects.

Except for our President and Chief Executive Officer and our Vice President  Product Development and Manufacturing, we do not have any full-time management personnel. We are dependent on our officers and directors for their scientific
or managerial skills, including Dr. John Yu, our Chairman of the Board, and Dr. Manish Singh, our President and Chief Executive Officer. However, these individuals (with the exception of Dr. Singh and our Vice President  Product
Development and Manufacturing) are associated with us on a part-time basis only. We do not currently maintain key man



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life insurance on Drs. Yu and Singh, and our employment contract with Dr. Singh and our agreement with Dr. Yu under which he serves as our Chief Scientific Officer expire in
February 2011, and the loss of either of their services would materially and adversely affect our business.

As we retain
additional full-time senior personnel, our overhead expenses for salaries and related items will increase substantially from current levels. Competition for such personnel is intense, and there is no assurance that we will be able to attract or
retain qualified senior personnel and our failure to do so could have an adverse effect on our ability to implement our business plan.

The
market success of our current product candidates and any future product candidates will be dependent in part upon third-party reimbursement policies that have not yet been established for our product candidates.

Our ability to successfully commercialize and penetrate the market for our current product candidates and any future product candidates is
likely to depend significantly on the availability of reimbursement for our lead product candidate or any other or future product candidates from third-party payers, such as governmental agencies, private insurers and private health plans. Even if
we are successful in bringing a proposed product candidate to the market, these product candidates may not be considered cost-effective, and the amount reimbursed for our products may be insufficient to allow us to sell any of our products on a
competitive basis. We cannot predict whether levels of reimbursement for our product candidates, if any, will be high enough to allow the price of our product candidates to include a reasonable profit margin. Even with FDA approval, third-party
payers may deny reimbursement if the payer determines that our particular product candidates are unnecessary, inappropriate or not cost effective. If patients are not entitled to receive reimbursements similar to reimbursements for competing
products which currently are reimbursable, they may be unwilling to use our product candidates since they will have to pay for the unreimbursed amounts. The reimbursement status of newly approved health care products is highly uncertain. If levels
of reimbursement are decreased in the future, the demand for our lead proposed product candidate and any future product candidates could diminish or our ability to sell our products on a profitable basis could be adversely affected.

We believe that the efforts of governments and third-party payors to contain or reduce the cost of healthcare will continue to affect the
business and financial condition of pharmaceutical and biopharmaceutical companies. A number of legislative and regulatory proposals to change the healthcare system in the United States and other major healthcare markets have been proposed in recent
years. These proposals have included prescription drug benefit legislation recently enacted in the United States and healthcare reform legislation recently enacted by certain states. Further federal and state legislative and regulatory developments
are possible, and we expect ongoing initiatives in the United States to increase pressure on drug pricing. Such reforms could have an adverse effect on anticipated revenues from any products that we may successfully develop.

We may be subject to product liability and other claims that could have a material negative effect on our operations and on our financial condition.

The development and sale of medical products in general, and vaccines in particular, expose us to the risk of significant
damages from product liability and other claims. Product liability claims could delay or prevent completion of our clinical development programs. If we succeed in marketing our current lead products candidate or any future product candidates, such
claims could result in an FDA investigation of the safety and effectiveness of our products or our marketing programs, and potentially a recall of our products or more serious enforcement action, or limitations on the indications for which they may
be used, or suspension or withdrawal of approval. We plan to obtain and maintain product liability insurance for coverage of our clinical trial activities and obtained this coverage for the recently completed clinical trial of our dendritic
cell-based vaccine product candidate. There is no assurance that we will be able to secure such insurance in the amounts we are seeking or at all for any of the future trials for our



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current product candidates or any future product candidates. We intend to obtain coverage for our products when they enter the marketplace (as well as requiring the manufacturers of our products
to maintain insurance), but we do not know if insurance will be available to us at acceptable costs or at all. The costs for many forms of liability insurance have risen substantially in recent years and the costs for insuring a vaccine type product
may be higher than other pharmaceutical products, and such costs may continue to increase in the future, which could materially impact our costs for clinical or product liability insurance. If the cost is too high, we will have to self-insure, and
we may have inadequate financial resources to pay the costs of any claims. A successful claim in excess of our product liability coverage could have a material adverse effect on our business, financial condition and results of operations.

We may encounter delays and difficulties in the development of technologies or operations of any other businesses we may acquire.

We may, from time to time, acquire technologies or businesses that are complimentary to our existing technologies or
operations or that we otherwise believe offer an attractive opportunity for us in the future. We may encounter various types of unanticipated difficulties in connection with developing these technologies or operating these businesses; the risk of
these occurring potentially being greater if these technologies or businesses are not directly related to any existing technology of operations. Any such difficulties could have a material adverse effect on our financial performance and condition.

Risks Related to Our Securities

Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.

The shares of our common stock may trade infrequently and in low volumes on the OTC Bulletin Board, meaning that the number of persons
interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are a small early stage company which
is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who can generate or influence sales volume, and that even if we came to the attention of such institutionally oriented persons,
they tend to be risk-averse in this environment and would be reluctant to follow an early stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there
may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an
adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained. Due to these conditions, we can give you no assurance that you will be able to
sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares. As a result, investors could lose all or part of their investment.

You may have difficulty selling our shares because they are deemed penny stocks.

Since our common stock is not listed on a national securities exchange, if the trading price of our common stock remains below $5.00 per share, trading in our common stock will be subject to the
requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-national securities exchange equity
security that has a market price of less than $5.00 per share, subject to certain exceptions). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated
therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in



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excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability
determination for the purchaser and have received the purchasers written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the
penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market. Such information must be provided to the customer orally or in writing before or
with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the common stock and the ability of holders of the common stock to
sell their shares.

Our existing directors, executive officers and principal stockholders hold a substantial amount of our common stock and
may be able to prevent other stockholders from influencing significant corporate decisions.

As of March 1, 2010, our
directors and executive officers beneficially owned approximately 34% of our outstanding common stock. Dr. John Yu also currently is entitled to serve as a director and to designate two of our other directors. These stockholders, if they act
together, and Dr. Yu, through his right to name three of our directors, may be able to direct the outcome of matters, including the election of our directors and other corporate actions such as:



| |  |  | our merger with or into another company;
| | - |  | ----------------------------------------



| |  |  | a sale of substantially all of our assets; and
| | - |  | ----------------------------------------------



| |  |  | amendments to our certificate of incorporation.
| | - |  | -----------------------------------------------

The decisions of these stockholders may conflict with our interests or those of our other stockholders.

Potential conflicts of interest could arise for certain members of our management team in the performance of their services for us.

Dr. John Yu, our Chairman of the Board, and Dr. Keith Black, the Chairman of our Scientific Advisory Board, are full-time employees of Cedars-Sinai, which owns shares of our common stock and
where we plan to conduct certain research and development work, including clinical trials of our vaccine product candidates. Potential conflicts of interest could arise as a result, including for Dr. Yu and Dr. Black in performing services
for us and for Cedars-Sinai, in establishing the terms under which Cedars-Sinai performs work for us, and in Cedars-Sinai conducting the research. Dr. Yu and other scientists associated with Dr. Yu at Cedars-Sinai may perform research in
the field of brain tumors that is sponsored by other third parties. We will not acquire any interest in the intellectual property generated by this research, including several clinical trials with dendritic cell based vaccines that have been
completed or are planned to be initiated. These studies may compete for patients to be enrolled in clinical trials with our current or future clinical trials.

Substantial sales of our common stock could cause our common stock price to fall.

In addition to our shares of common stock covered by this prospectus, there are currently approximately 16,067,842 shares of our currently outstanding common stock and another 9,909,230 shares of our common stock issuable upon exercise of
options are eligible to be sold pursuant to Rule 144 or currently effective registration statements. The possibility that substantial amounts of our common stock may be sold in the public market may adversely affect prevailing market prices for
our common stock and could impair our ability to raise capital through the sale of our equity securities.



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Our securities are quoted on the OTC Bulletin Board, which may limit the liquidity and price of our
securities more than if our securities were quoted or listed on or a national securities exchange.

Our securities are
currently quoted on the OTC Bulletin Board, an NASD-sponsored and operated inter-dealer automated quotation system for equity securities not listed on a national securities exchange. Quotation of our securities on the OTC Bulletin Board may limit
the liquidity and price of our securities more than if our securities were quoted or listed on a national securities exchange. Some investors may perceive our securities to be less attractive because they are traded in the over-the-counter market.
In addition, as an OTC Bulletin Board listed company, we do not attract the extensive analyst coverage that accompanies companies listed on a national securities exchange. Further, institutional and other investors may have investment guidelines
that restrict or prohibit investing in securities traded in the over-the-counter market. These factors may have an adverse impact on the trading and price of our securities.

The market price of our stock may be adversely affected by market volatility.

The market price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including:



| |  |  | announcements of the results of clinical trials by us or our competitors;
| | - |  | -------------------------------------------------------------------------



| |  |  | developments with respect to patents or proprietary rights;
| | - |  | -----------------------------------------------------------



| |  |  | announcements of technological innovations by us or our competitors;
| | - |  | --------------------------------------------------------------------



| |  |  | announcements of new products or new contracts by us or our competitors;
| | - |  | ------------------------------------------------------------------------



| |  |  | actual or anticipated variations in our operating results due to the level of development expenses and other factors;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | changes in financial estimates by securities analysts and whether our earnings meet or exceed such estimates;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | conditions and trends in the pharmaceutical and other industries;
| | - |  | -----------------------------------------------------------------



| |  |  | new accounting standards;
| | - |  | -------------------------



| |  |  | general economic, political and market conditions and other factors; and
| | - |  | ------------------------------------------------------------------------



| |  |  | the occurrence of any of the risks described in this report.
| | - |  | ------------------------------------------------------------



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

Not applicable.



|Item 2. | Properties.
|------- | -----------

We currently
maintain our corporate office in Woodland Hills, California under a month-to-month lease at a monthly rental rate of $2,894. We do not lease or own any other real property.



|Item 3. | Legal Proceedings.
|------- | ------------------

We
are not a party to any material legal proceedings.



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We may occasionally become subject to legal proceedings and claims that arise in the
ordinary course of our business. It is impossible for us to predict with any certainty the outcome of any disputes that may arise, and we cannot predict whether any liability arising from claims and litigation will be material in relation to our
consolidated financial position or results of operations.



|Item 4. | (Reserved)
|------- | ----------

PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------

Market Information

Our
common stock has been traded on the OTC Bulletin Board over-the-counter market since December 7, 2006, under the symbol IMUC. The following price information reflects inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions:



|                   |  |      |  |     
|------------------ |  | ---- |  | ----
|Quarter Ended      |  | High |  | Low 
|March 31, 2008     |  | 0.85 |  | 0.51
|June 30, 2008      |  | 0.70 |  | 0.32
|September 30, 2008 |  | 0.68 |  | 0.21
|December 31, 2008  |  | 0.68 |  | 0.16
|March 31, 2009     |  | 0.35 |  | 0.15
|June 30, 2009      |  | 0.59 |  | 0.22
|September 30, 2009 |  | 1.38 |  | 0.28
|December 31, 2009  |  | 1.22 |  | 0.61

Stockholders

As of March 1, 2010, there were approximately 237 holders of record of our common stock, not including any persons who hold their stock
in street name.

Dividend Policy

We have not paid any dividends on our common stock to date and do not anticipate that we will pay dividends in the foreseeable future. Any payment of cash dividends on our common stock in the future will
be dependent upon the amount of funds legally available, our earnings, if any, our financial condition, our anticipated capital requirements and other factors that the Board of Directors may think are relevant. However, we currently intend for the
foreseeable future to follow a policy of retaining all of our earnings, if any, to finance the development and expansion of our business and, therefore, do not expect to pay any dividends on our common stock in the foreseeable future.

Issuances of Unregistered Securities; Purchases of Securities

We did not issue any unregistered securities during the three-month period ended December 31, 2009 that were not previously reported in a Current Report on Form 8-K, and we did not repurchase any
securities during that period.



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Equity Compensation Plan Information

See Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Annual
Report on Form 10-K for information regarding securities authorized for issuance under our equity compensation plans.



|Item 6. | Selected Financial Data.
|------- | ------------------------

Not applicable to a smaller reporting company as defined in Item 10(f)(1) of SEC Regulation S-K.



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

You should read the information in this Item 7 together with our consolidated financial statements and notes thereto that appear
elsewhere in this Annual Report. This Annual Report contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result
of various factors, including, but not limited to, those presented under Risk Factors included in Item 1.A of Part I and elsewhere in this Annual Report.

Overview

On January 31, 2006, we completed a merger pursuant to which
Spectral Molecular Imaging, Inc. became our wholly owned subsidiary. At the time of the merger, we had virtually no assets or liabilities, and we had not conducted any business operations for several years. In connection with the merger, we changed
our name from Patco Industries, Ltd. to Optical Molecular Imaging, Inc. and replaced our officers and directors with those of Spectral Molecular Imaging. Although we acquired Spectral Molecular Imaging in the merger, for accounting purposes the
merger was treated as a reverse merger since the stockholders of Spectral Molecular Imaging acquired a majority of our outstanding shares of common stock and the directors and executive officers of Spectral Molecular Imaging became our directors and
executive officers. Accordingly, our financial statements contained in this Annual Report and the description of our results of operations and financial condition reflect the operations of Spectral Molecular Imaging.

In May 2006, we decided to suspend our research and development activities on Spectral Molecular Imagings spectral imaging technology,
and on September 11, 2006, we sold all of the outstanding capital stock of Spectral Molecular Imaging to Dr. Daniel Farkas, a co-founder of Spectral Molecular Imaging and inventor of its technology.

In November 2006, we acquired an exclusive, worldwide license from Cedars-Sinai Medical Center for certain cellular-based therapy technology
that we are developing for the potential treatment of brain tumors and other forms of cancer and neurodegenerative disorders. We recently completed a Phase I clinical trial of a vaccine product candidate for the treatment of glioblastoma multiforme
based on this technology.

In February 2008, we acquired certain monoclonal antibody related technology owned by Molecular
Discoveries LLC. This technology consists of (1) a platform technology referred to by Molecular Discoveries as DIAAD for the potentially rapid discovery of targets (antigens) and monoclonal antibodies for diagnosis and treatment of diverse
human diseases and (2) certain monoclonal antibody candidates for the potential detection and treatment of multiple myeloma, small cell lung, pancreatic and ovarian cancers.



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Plan of Operation

We are a development stage company that is seeking to develop and commercialize new therapeutics to fight cancer using the immune system.

Since our companys inception on February 25, 2004, we have been primarily engaged in the acquisition of certain intellectual
property, together with the recent clinical testing activities for one of our vaccine product candidates, and have not generated any recurring revenues. As a result, we have incurred operating losses and, as of December 31, 2009, we had an
accumulated deficit of $14,711,716. We expect to incur significant research, development and administrative expenses before any of our products can be launched and recurring revenues, if ever, are generated.

For additional information about our plan of business operation, see the Business section of this Annual Report included in
Item 1 of Part I.

Critical Accounting Policies

Managements discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, including finite lived intangible assets, accrued liabilities and certain expenses.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are summarized in Note 2 of our financial statements for the period from February 25, 2004 to December 31, 2009. We believe the following critical
accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Development Stage Enterprise

We are a development stage enterprise as defined by FASB ASC Topic 915,
Accounting and Reporting by Development Stage Enterprises. We are devoting substantially all of our present efforts to research and development. All losses accumulated since inception are considered as part of our development stage
activities.

Research and Development Costs

Although we believe that our research and development activities and underlying technologies have continuing value, the amount of future
benefits to be derived from them is uncertain. Research and development costs are therefore expensed as incurred rather than capitalized. During the year ended December 31, 2008 and December 31, 2009, we recorded an expense of $1,296,772
and $962,526, respectively, related to research and development activities.

Stock-Based Compensation

In FASB ASC Topic 718, Share Based Payments requires that the cost resulting from all share-based payment transactions be recognized in our
consolidated financial statements.



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In the first quarter of 2006, we adopted the fair value recognition provisions of ASC Topic
718 utilizing the modified-prospective-transition method. Under this transition method, compensation cost recognized during the twelve months ended December 31, 2006 includes: (a) compensation cost for all share-based payments granted
prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated and (b) compensation expense for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value
estimated. Under the modified-prospective-transition method, results for the prior periods have not been restated.

Results of Operations

For the Twelve Months Ended December 31, 2008 and 2009

Revenues

We
had no revenues during the period for the twelve months ended December 31, 2008 and $300,000 in revenues during the period for the twelve months ended December 31, 2009 related to a license fee payment we received under a research and
license option agreement regarding our ICT-69 antibody product candidate with the Roche Group. We do not expect to generate any additional operating revenues during 2010.

Expenses

General and administrative expenses for the twelve months ended
December 31, 2008 and for the twelve months ended December 31, 2009 were $1,366,146 and $1,677,421, respectively. During 2008 and 2009, the Company accrued $34,952 and $84,667 in bonuses that are contingent on reaching certain clinical
development milestones. Research and development expenses for the twelve months ended December 31, 2008 and for the twelve months ended December 31, 2009 were $1,296,772 and $962,526, respectively. We had $1,004,432 of non-cash expense for
the twelve months ended December 31, 2008, consisting of $513,357 in stock based compensation, $489,000 paid in common stock for in process research and development and $2,075 in depreciation expense. We had $311,700 of non-cash expense for the
twelve months ended December 31, 2009, including $308,303 in stock based compensation and $3,397 in depreciation expense.

We expect the amount of our general and administrative cash expenses in 2010 to be higher than those cash expenses incurred in 2009, primarily due to increased employee compensation and costs associated with financing and investor relations
activities. We estimate that the cost of our research and development work to be approximately $3,000,000 in 2010, and we may incur significant additional research and development expenses should we expand our research and development work on
additional potential applications for our existing technologies or should we acquire additional technologies from one or more third parties.



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Loss

We incurred a net loss of $3,059,730 for the twelve months ended December 31, 2008 and a net loss of $2,626,205 for the twelve months ended December 31, 2009.

For the Twelve Months Ended December 31, 2007 and 2008

Revenues

We
had no revenues during the twelve months ended December 31, 2007 or during the twelve months ended December 31, 2008. We incurred a net loss of $3,614,753 for the twelve months ended December 31, 2007 and a net loss of $3,059,730 for
the twelve months ended December 31, 2008.

Expenses

General and administrative expenses for the twelve months ended December 31, 2007 and for the twelve months ended December 31, 2008
were $946,022 and $1,366,146, respectively. During 2008, the Company accrued $34,952 in bonuses that are contingent on reaching certain clinical development milestones. Research and development expenses for the twelve months ended December 31,
2007 and for the twelve months ended December 31, 2008 were $77,857 and $1,296,772, respectively. We had $2,752,914 of non-cash expense for the twelve months ended December 31, 2007, including $1,296,714 in stock based compensation and
$1,456,200 in change in fair value of warrant liability. We had $1,004,432 of non-cash expense for the twelve months ended December 31, 2008, consisting of $513,357 in stock based compensation, $489,000 paid in common stock for in process
research and development and $2,075 in depreciation expense.

Loss

We incurred a net loss of $3,614,753 for the twelve months ended December 31, 2007 and a net loss of $3,059,730 for the twelve months
ended December 31, 2008.

Liquidity and Capital Resources

As of December 31, 2009, we had working capital of $1,053,438, compared to working capital of $2,924,886 as of December 31, 2008.

The estimated cost of completing the development of either of our current vaccine product candidates and of obtaining all
required regulatory approvals to market either of those product candidates is substantially greater than the amount of funds we currently have available. We believe that our existing cash balances, together with potential proceeds under our
preferred stock purchase arrangement with Socius Capital Group, LLC, will be sufficient to fund our currently planned level of operations through at least the third quarter of 2010, although there is no assurance that such proceeds will be
sufficient for this purpose.

We do not have any bank credit lines. We currently plan to attempt to obtain additional
financing through the sale of additional equity, and in March 2010 we completed a private placement of 1,740,000 units at a price of $1.00 per unit, with each unit consisting of one share of our common stock and a warrant to purchase 0.4 of a share
of our common stock at an exercise price of $1.15 per share. We may also in the future seek to obtain funding through strategic alliances with larger pharmaceutical or biomedical companies. We cannot be sure that we will be able to obtain any
additional funding from either financings or alliances, or that the terms under which we may be able to obtain such funding will be beneficial to us. In December 2009, we entered into an agreement with Socius Capital under which Socius Capital has
agreed to purchase from us from time to time an aggregate of up to $10 million of our preferred stock. However, Socius Capitals obligation to purchase shares of our preferred stock is subject to our satisfying certain conditions at that
time. There is no assurance that we will be able to satisfy those conditions if we wish to sell shares of our preferred stock to Socius Capital or that Socius Capital will have ability to complete these purchases. If we are unsuccessful or only
partly successful in our efforts to secure additional financing, we may find it necessary to suspend or terminate some or all of our product development and other activities.



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As of December 31, 2009, we had no long-term debt obligations, no capital lease
obligations, no material purchase obligations or other similar long-term liabilities. In addition, we have no financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could
change the value of our assets, and we do not engage in trading activities involving non-exchange traded contracts.

Cash Flows

For the Twelve Months Ended December 31, 2008 and 2009

We used $2,151,781 of cash in our operations for the twelve months ended December 31, 2009, compared to $1,945,447 for the twelve months
ended December 31, 2008, as the non-cash portion of our net loss for the 2009 period was $311,700 and the non-cash portion of our net loss for the 2008 period was $1,004,432.

We provided $1,923,284 of cash from our investing activities for the twelve months ended December 31, 2009, consisting of $1,924,097 in
sales of certificates of deposit offset by $813 in purchases of equipment and $3,010,087 of cash in our investing activities for the twelve months ended December 31, 2008, consisting of $3,000,000 in purchases of certificates of deposit and
$10,087 in purchases of equipment.

We received $474,560 of cash from financing activities for the twelve months ended
December 31, 2009, consisting of $11,812 from the exercise of stock options and $462,748 from the exercise of warrants and no cash from financing activities for the twelve months ended December 31, 2008.

For the Twelve Months Ended December 31, 2007 and 2008

We used $1,945,447 of cash in our operations for the twelve months ended December 31, 2008, compared to $912,003 for the twelve months
ended December 31, 2007, as the non-cash portion of our net loss for 2008 was $1,004,432 and the non-cash portion of our net loss for the 2007 period was $2,752,914.

We used $3,010,087 of cash in our investing activities for the twelve months ended December 31, 2008, consisting of $3,000,000 in purchases of certificates of deposit and $10,087 in purchases of
equipment and none for this purpose for the twelve months ended December 31, 2007.

We received no cash from financing
activities for the twelve months ended December 31, 2008 and $4,892,486 from the private placements of our securities that we completed during the twelve months ended December 31, 2007.

Inflation and changing prices have had no effect on our net sales and revenues or on our income from continuing operations over our two most
recent fiscal years.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Not applicable to a smaller reporting company as defined in Item 10(f)(1) of SEC Regulation S-K.



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|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------

Our consolidated financial statements and notes thereto and the related report of Stonefield Josephson, Inc. are included in this Annual Report on Form 10-K beginning at page F-1 and are incorporated
herein by reference.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------

Not applicable.



|Item 9A(T). | Controls and Procedures.
|----------- | ------------------------

Evaluation
of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such information is
accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation,
under the supervision and with the participation of our management, including our principal executive and financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009,
which is the end of the period covered by this report. Based on the foregoing, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2009.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 15d-15(f) under the Exchange Act, and for assessing the effectiveness
of internal control over financial reporting.

Internal control over financial reporting is intended to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on our financial
statements.

Management, with the participation of our principal executive and financial officers, conducted an evaluation of
the effectiveness of our internal control over financial reporting, as of December 31, 2009, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on that evaluation, management concluded that, as of December 31, 2009, our internal control over financial reporting was effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject
to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual report.



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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the most recent fiscal quarter that materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.



|Item 9B. | Other Information.
|-------- | ------------------

On
March 29, 2010, we completed a private placement of our securities to 18 accredited investors. We sold to these investors 1,740,000 units at a price of $1.00 per unit, with each unit consisting of one share of our common stock and a 26 month warrant
to purchase 0.4 of a share of our common stock at an exercise price of $1.15 per share. Under the terms of the placement, we have agreed that in the case of certain financings that may be completed by us prior to March 29, 2011 and that have
financial terms more favorable for the investors than those that were provided in the March 29, 2010 financing, the investors in the March 29, 2010 financing will have the right to have the terms of that financing modified to be identical to those
in the subsequent financing. We paid a broker-dealer a fee for assistance in identifying the investors in this private placement consisting of $34,800 in cash and a 26 month warrant to purchase 104,400 shares of our common stock at an exercise price
of $1.15 per share. These securities were issued by us in reliance upon an exemption from registration under Section 4(2) of the Act.

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------

Executive Officers and Directors

The following table sets forth the name,
age and position held by each of our executive officers and directors. Directors are elected for a period of one year and thereafter serve until the next annual meeting at which their successors are duly elected by the stockholders.



|                           |  |  |  |     |  |  |  |                                                       
|-------------------------- |  |  |  | --- |  |  |  | ------------------------------------------------------
|Name                       |  |  |  | Age |  |  |  | Position                                              
|John S. Yu, M.D.(1)(2)     |  |  |  | 46  |  |  |  | Chairman of the Board                                 
|Manish Singh, Ph.D.        |  |  |  | 41  |  |  |  | President, Chief Executive Officer and Director       
|James Bender               |  |  |  | 60  |  |  |  | Vice President  Product Development and Manufacturing
|C. Kirk Peacock            |  |  |  | 41  |  |  |  | Treasurer and Chief Financial Officer                 
|Jacqueline Brandwynne(2)   |  |  |  | 72  |  |  |  | Director                                              
|Richard A. Cowell(2)(3)    |  |  |  | 62  |  |  |  | Director                                              
|Robert L. Martuza, M.D.(1) |  |  |  | 61  |  |  |  | Director                                              
|Navdeep Jaikaria(1)(2)(3)  |  |  |  | 47  |  |  |  | Director                                              



|(1) | Member of our Compensation Committee
|--- | ------------------------------------

|(2) | Member of our Nominating and Corporate Governance Committee
|--- | -----------------------------------------------------------

|(3) | Member of our Audit Committee
|--- | -----------------------------

Business Experience and Directorships

The following describes the backgrounds of current executive officers
and directors. Our Board of Directors has determined that all of our directors other than Dr. Singh are independent directors as defined in the Nasdaq rules governing members of boards of directors. Under his current right to designate two
other members of our Board of Directors, Dr. Yu designated Dr. Robert Martuza in December 2006 and Jacqueline Brandwynne in January 2007 to serve as two of our directors.

John S. Yu, M.D., Chairman of the Board

Dr. Yu served as our Chief Scientific Officer and as a director from November 2006 to January 2007, when he became our Chairman of the Board. He is a member of the full-time faculty in the Department
of Neurosurgery at Cedars-Sinai Medical Center. An internationally renowned neurosurgeon, Dr. Yus clinical focus is on the treatment of malignant and benign brain and spinal tumors. He is also conducting extensive research in immune and
gene therapy for brain tumors. He has also done extensive research in the use of neural stem cells as delivery vehicles for brain cancers and neurodegenerative



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diseases. He was inducted into Castle and Connellys Americas Top Doctors in 2005. Dr. Yu has published articles in a number of prestigious journals, including The Lancet, Cancer
Research, Cancer Gene Therapy, Human Gene Therapy, Journal of Neuroimmunology, Journal of Neurological Science and Journal of Neurosurgery. Dr. Yu earned his bachelors degree in French literature and biological sciences from Stanford
University and spent a year at the Sorbonne in Paris studying French literature. He also pursued a fellowship in immunology at the Institut Pasteur in Paris. He earned his medical degree from Harvard Medical School and masters degree from the
Harvard Universitys Department of Genetics. He completed his neurosurgical residency at Massachusetts General Hospital in Boston. In addition, he was a Neuroscience Fellow at the National Institutes of Mental Health in the Neuroimmunology Unit
at Massachusetts General Hospital from 1988 to 1989 and was a Culpepper Scholar at the Molecular Neurogenetics Unit at that hospital from 1993 to 1995. His other honors include the Preuss Award, Joint Section on Tumors, American Association of
Neurological Surgeons and Congress of Neurologic Surgeons in 1995. He received the Academy Award from the American Academy of Neurological Surgery at its 1996 annual meeting. Other honors include the Young Investigator Award from the Congress of
Neurological Surgeons in 2000, the National Brain Tumor Foundation Grant in 2001, and the Mahaley Clinical Research award from the American Association of Neurological Surgeons in 2005.

Dr. Yu, as a recognized leader in the field of neurosurgery, has extensive knowledge of current therapies and therapies under
development for the treatment of brain tumors and has participated in numerous clinical trials for potential therapies in this field. As our Chief Scientific Officer and the co-inventor of our brain tumor vaccine technologies, Dr. Yu brings to
the Board significant scientific expertise directly relevant to our product research and development activities.

Manish
Singh, Ph.D., President, Chief Executive Officer and Director

Dr. Singh has served as our President, Chief
Executive Officer and as a director since February 2008. Dr. Singh served as a Director at California Technology Ventures, a venture capital firm from June 2003 to December 2007. He managed investments made by that venture capital firm in a
number of medical device and biotechnology companies and served as a board director or board observer for several of the firms portfolio companies. Dr. Singh co-founded and served as acting Chief Executive Officer of Aliva
Biopharmaceuticals, an early stage company focusing on DNA engineering to produce human monoclonal antibodies and humanized mice, from January 2006 to December 2007. From October 1995 to June 2002, he held various management and scientific positions
with Odysseus Solutions, Cell Genesys, Chiron Corporation and Genetic Therapy, Inc. Dr. Singh has an MBA from UCLA, a Ph.D. in Chemical and Biochemical Engineering from the University of Maryland Baltimore County, an M.S. in Chemical
Engineering from Worcester Polytechnic Institute and a B.S. in Chemical Engineering from the Indian Institute of Technology, Roorkee.

Dr. Singh has had extensive prior experience as both an operating executive and board member in the biotechnology field. He also brings to the Board extensive knowledge and experience in the area of financing early stage healthcare
companies through his prior work in the venture capital field.

James Bender, Vice President  Product Development
and Manufacturing

Dr. Bender served as our Vice President  Clinical Development on a part time basis from
September 2008 to February 2010 and has served as our Vice President  Product Development and Manufacturing on a full-time basis since February 2010. From 2002 through 2008 Dr. Bender held various positions at IDM Pharma, most
recently as director of product development where he led that companys efforts relating to the clinical development of a cancer vaccine for the treatment of lung cancer. Prior to that, he held various positions at Nexell Therapeutics relating
to the development of therapeutic stem cell and cancer vaccine products. Prior to that, Dr. Bender spent 10 years with Baxter Healthcare Corporation, eight years with the University of New Mexico School of Medicine and five years with St.
Josephs Hospital in Albuquerque, New Mexico. He has over 75 scientific publications, is an inventor of 11 U.S. patents and holds a Ph.D. degree in immunology from the University of New Mexico and an M.P.H. in laboratory management from the
University of Michigan.



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C. Kirk Peacock, Treasurer and Chief Financial Officer

Mr. Peacock has served as our Treasurer and Chief Financial Officer on a part-time basis since January 2006 and previously served in
that capacity from May 2005 until September 2006 for our predecessor company on a part-time basis. He also served on a part-time basis as our interim President from November 2007 to February 2008. Mr. Peacock is a Certified Public Accountant
and previously was Chief Financial Officer with CytRx Corporation, a ribonucleic acid interference and biopharmaceutical company focused on the development and commercialization of high-value human therapeutics from August 2003 through July 2004.
Mr. Peacock has experience as Chief Financial Officer with several start-up companies, including DigitalMed, Inc., a venture-backed subsidiary of Tenet Healthcare, and Ants.Com, Inc., a venture-backed company of Bertelsmann Ventures.
Mr. Peacock was also a manager with a large, international accounting firm for a number of years. Mr. Peacock serves as a director on the Board of Directors and a member of the Audit Committee of Laird Norton Company LLC. Mr. Peacock
is a graduate of Claremont McKenna College.

Jacqueline Brandwynne, Director

Ms. Brandwynne has served as a director since January 2007. Since 1981, Ms. Brandwynne has served as President and CEO of
Brandwynne Corporation, which has co-founded and assisted in the development of several healthcare and biotech companies. Ms. Brandwynne is a business strategist with more than 25 years of experience working with companies such as American
Cyanimid, Bristol Myers/Clairol, National Liberty Life, Seagram & Sons and Neutrogena. From 1974 to 1981 she was in charge of developing Citicorps global business strategy. From 2000 to 2006, Ms. Brandwynne was a director of
Microvision, Inc., a public company that develops sophisticated miniature displays. She has served in multiple advisory roles in several administrations, including as an Advisor to the Council of Economic Advisors, a member of the US Trade
Representatives Services Policy Advisory Committee, a negotiator of the North American Trade Agreement, a participant in GATT negotiations and a member of The Committee on Critical Choices for America, and Chair of an Economic Summit at the White
House. She currently serves on the boards of Pacific Union Bank, the Proteus Venture Biotech Fund and on several non-profit boards, including the Cedars-Sinai Health Systems Board of Governors and the California Institute of the Arts.

Ms. Brandwynnes extensive involvement with early stage healthcare and biotech companies provides the Board with valuable
expertise in the operation and development of the Company. With an extensive background as a business strategist for major corporations she also assists the Board in its strategic planning activities.

Mr. Richard A. Cowell, USA, (Ret.), Director

Mr. Richard A. Cowell, USA, (Ret.) has served as a director since June 2007. Mr. Cowell is a Principal at Booz Allen Hamilton,
Inc., where he is involved in advanced concepts, technology experimentation and integration, and establishing new business operations. Prior to joining Booz Allen Hamilton in March 1996, Mr. Cowell served in the United States Army for 25 years.
Mr. Cowell serves as a director and Chair of the Audit Committee for Microvision, Inc. He holds a Top Secret security clearance with special accesses based on a special background investigation. Mr. Cowell holds a B.S. degree in accounting
from Ohio State University.

Mr. Cowell brings to the Board both financial and accounting expertise as well as experience
in the handling of Audit Committee matters for a public company. As consultant with a major consulting firm in the fields of technology experimentation and establishing new business operations, he brings to the Board strategic and business planning
experience.



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Robert L. Martuza, M.D., Director

Dr. Martuza has served as a director since December 2006. He has been Chief of Neurosurgery Service at Massachusetts General Hospital
and Higgins Professor of Neurosurgery at Harvard Medical School since 2000. Dr. Martuza has held appointments at Massachusetts General Hospital and Georgetown University Hospital since 1980 and academic appointments at Harvard Medical School
and Georgetown University also since 1980. Dr. Martuza is presently Director of the Pappas Center for Neuro-Oncology at Massachusetts General Hospital and on the Board of Trustees for the Massachusetts General Physicians Organization, Inc.
Dr. Martuza currently serves on the Managed Care Committee, Executive Committee on Research, and General Executive Committee at the Massachusetts General Hospital. In addition, he serves as a Director of the American Board of Neurological
Surgery; serves on the Board of Scientific Counselors at the National Institute of Neurological Disorders and Stroke; and is coordinating reviewer and serves on the Program Committee for the American Society of Gene Therapy. Dr. Martuza is a
recognized authority on neurosurgery, has published numerous articles and books in the field of neurology and has 11 patents issued or pending involving cell therapy. Dr. Martuza has received many grants for research with major research
interests in central nervous system tumors, neurofibromatosis, cancer therapy with viral vectors and molecular neurosurgery. Dr. Martuza holds a B.A. degree from Bucknell University and a M. D. from Harvard Medical School. Dr. Martuza was
a post-doctoral fellow at Massachusetts General Hospital.

Dr. Martuza, as a recognized leader in the field of
neurosurgery, had extensive knowledge of current therapies and therapies under development for the treatment of brain tumors. As an active physician and researcher in the field, Dr. Martuza brings to the Board valuable expertise in the
evaluation of potential product candidates and the oversight of their clinical development.

Navdeep Jaikaria, Ph.D.,
Director

Dr. Jaikaria has served as a director since June 2008. He currently is CEO of SGN Advisors, Inc., an
advisory firm that conducts global biopharmaceutical due diligence for private equity funds and hedge funds as well as companies. Dr. Jaikaria held various positions with Rodman & Renshaw from 2003 until 2008, when he retired as
Managing Director, Senior Equity Research Analyst  Biotechnology. Dr. Jaikaria previously held positions in equity research with Leerink Swann and Mehta Partners from 2000 to 2003 and consulting positions with Merck & Co. and
Antigenics, Inc. from 1996 until 1999. Dr. Jaikaria holds a Ph.D. in Cell Biology and Anatomy from New York Medical College, conducted a research fellowship at Rockefeller University and holds a B.S. in Human Biology from All India Institute of
Medical Sciences.

As a highly regarded and experienced former healthcare analyst for major healthcare investment banks,
Dr. Jaikaria brings to the Board extensive healthcare industry knowledge in the area of capital raising and investment banking as well as a broad understanding of the healthcare market and competitive conditions.

Committees of the Board

Our Board of Directors has established an Audit Committee currently consisting of Mr. Cowell, as Chairman, and Dr. Jaikaria.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to:



| |  |  | the quality and integrity of our financial statements and reports;
| | - |  | ------------------------------------------------------------------



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| |  |  | the independent auditors qualifications and independence; and
| | - |  | --------------------------------------------------------------



| |  |  | the performance of our internal audit function and independent auditors.
| | - |  | ------------------------------------------------------------------------

The Audit Committee appoints the independent auditors, reviews with the independent auditors the plans and results of the audit engagement,
approves permitted non-audit services provided by our independent auditors and reviews the independence of the auditors. Mr. Cowell has been designated as an audit committee financial expert as defined under Item 407(d)(5) of
Regulation S-K of the Exchange Act.

Our Board of Directors has established a Compensation Committee currently consisting
of Drs. Yu, Martuza and Jaikaria. The Compensation Committee reviews, and makes recommendations to the full Board of Directors relating to, the compensation of our officers and directors, including our officers annual salaries and bonuses
and the terms and conditions of option grants to our officers and directors under our stock incentive plan.

Our Board of
Directors has established a Nominating and Corporate Governance Committee currently consisting of Ms. Brandwynne, as Chairwoman, Mr. Cowell, Dr. Jaikaria and Dr. Yu. The Nominating and Corporate Governance Committee develops and
recommends corporate governance guidelines to the Board, selects or recommends for selection nominees to serve on the Board, and oversees the evaluation of the Board and its committees.

Scientific Advisory Board

We have established a Scientific Advisory Board
(SAB)currently consisting of Dr. Keith Black, as Chairman, Dr. Peter Brooks, Dr. Sherie Morrison, Dr. Cohava Gelber, Dr. George Peoples and Dr. Constantine Ioannides to assist our management in the areas of
expertise of the members of our SAB. We have compensated the members of our SAB from time to time through the grant of options to purchase our stock. In September 2009, we granted a five-year non-qualified option to purchase 10,000 shares of our
common stock to each of four members of our SAB for service as members on the SAB for the coming year at an exercise price of $0.95 per share, with such option to vest quarterly for the one-year period following the date of grant.

Keith L. Black, M.D.

Dr. Black has served on our Scientific Advisory Board since January 2007. Dr. Black serves as Chairman of the Department of Neurosurgery and Director of the Maxine Dunitz Neurosurgical Institute
at Cedars-Sinai Medical Center. An internationally renowned neurosurgeon and scientist, Dr. Black joined Cedars-Sinai Medical Center in July 1997 and was awarded the Ruth and Lawrence Harvey Chair in Neurosciences in November of that year.
Prior to joining Cedars-Sinai, Dr. Black served on the University of California, Los Angeles (UCLA) faculty for 10 years where he was a Professor of Neurosurgery. In 1992 he was awarded the Ruth and Raymond Stotter Chair in the Department of
Surgery and was Head of the UCLA Comprehensive Brain Tumor Program.

Dr. Black serves on the editorial boards of
Neurological Research, Gene Therapyand Molecular Biology, Neurosurgery Quarterly and Frontiers In Bioscience. He was on the National Institutes of Healths Board of Scientific Counselors for Neurological Disorders and Stroke and
was appointed to the National Advisory Neurological Disorders and Stroke Council of the National Institutes of Health from 2000 to 2004. He was also selected as a committee member of the California Institute for Regenerative Medicine Independent
Citizens Oversight Committee from 2004-2006.

Dr. Black pioneered research on designing ways to open the blood-brain
barrier, enabling chemotherapeutic drugs to be delivered directly into the tumor for which he received the Jacob Javits award from the National Advisory Neurological Disorders and Stroke Council of the National Institutes



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of Health in June 2000. Other groundbreaking research done by Dr. Black focused on developing a vaccine to enhance the bodys immune response to brain tumors, use of gene arrays to
develop molecular profiles of tumors, the use of optical technology for brain mapping, and the use of focused microwave energy to noninvasively destroy brain tumors.

Dr. Black has published extensively and has five patents issued or pending. Dr. Black was featured on the cover of Time magazine in the Fall 1997 special edition Heroes of Medicine
and was profiled in 1996 on the PBS program, The New Explorers, in an episode called Outsmarting the Brain.

Peter Brooks, Ph.D.

Dr. Brooks has served on our Scientific Advisory Board since October 2008.
Dr. Brooks serves as a Senior Scientist at the Maine Medical Center Research Institute, where he is focused on studying mechanisms that regulate angiogenesis, tumor growth and metastasis. Prior to joining that Institute, Dr. Brooks served
as associate professor and director of Antiogenesis and Radiation Research at New York University (NYU) School of Medicine. Prior to association with NYU, Dr. Brooks was an assistant professor at the USC School of Medicine, during which time he
co-founded Cell Matrix Incorporated, a biotechnology company focuses on anti-antiogenic drugs targeting cryptic ECM epitopes. Dr. Brooks studies have led to a recent clinical trial to evaluate the effects of D93, a humanized antibody
directed to a cryptic collagen epitope for the treatment of malignant tumors. Dr. Books obtained his Ph.D. in Cell and Developmental Biology from the State University of New York at Stony Brook.

Sherie Morrison, Ph.D.

Dr. Morrison is a distinguished professor of Microbiology, Immunology and Molecular Genetics at the University of California, Los Angeles. Dr. Morrison joined the faculty of UCLA in 1988 and
acted as department chair for 10 years. Prior to that, Dr. Morrison served as professor in the Department of Microbiology at Columbia University College of Physicians and Surgeons, which followed various post-doctoral fellowships at Columbia
University, University of California, Berkeley and Albert Einstein College of Medicine. Her long-time research interest has been the functional properties of antibodies and novel antibody-related proteins, and she is well published in this area.
Dr. Morrison holds Ph.D. and B.A. degrees from Stanford University.

Cohava Gelber, Ph.D.

Dr. Gelber currently serves as the Chief Scientific & Technology Officer of ATCC, a position she has held since 2005. In this
capacity she is responsible for a large group of scientists in numerous disciplines. Prior to joining ATCC, she served as Vice President  Research and Development for MannKind Corp., a public company developing therapeutics for
diabetes, cancer and autoimmune diseases. She was responsible at that company for non clinical development and clinical immune safety of drugs from pre IND through phase III clinical trials. Dr. Gelber received her Ph.D. from the Weizmann
Institute, her MBA degree from Cornell University and post doctorate training at Stanford University. Dr. Gelber has published numerous scientific manuscripts and textbook chapters and is the inventor of 7 granted patents and 49 patent
applications. Dr. Gelber is one of the inventors of several monoclonal antibodies that we are developing, including ICT-69 and ICT-109, and has served as a consultant to our company in the past two years.

Dr. George Peoples

Dr. Peoples is the Director of the Cancer Vaccine Development Program and Deputy Director of the United States Military Cancer Institute. Prior to being appointed to that position, Dr. Peoples
held positions as Chief of Surgical Oncology at the Walter Reed Army Medical Center and Director of the Cancer Vaccine Developmental Laboratory. He received his medical degree from the Johns Hopkins



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School of Medicine prior to receiving surgical training at Harvard Medical Schools Brigham and Womens Hospital, where he was also a research fellow. In addition to his appointments at
some of the militarys most prestigious cancer research institutions, Dr. Peoples has significant research experience in the oncology field, with multiple peer-reviewed publications to his credit, including co-discovery credits on HER2/neu
vaccines and a number of other anti-cancer vaccines from his time at the M.D. Anderson Cancer Center, where he completed training in surgical oncology.

Constantine Ioannides, Ph.D.

Dr. Ioannides is a well-known and
highly respected cancer immunologist, with over one hundred peer-reviewed articles in the scientific literature. Dr. Ioannidess current primary research interests are focused specifically on cancer stem cells. He currently serves as
Professor of Immunology at M. D. Anderson Cancer Center. Dr. Ioannides has been involved with some of the most important advancements in the field of cancer immunology over the past 20 years and is the co-discoverer of the NeuVaxT (E75)
vaccine. We recently entered into an option agreement with MD. Anderson Cancer Center for some of the cancer stem cell technologies that were developed at Dr. Ioannidess laboratory.

Code of Ethics

Our Board
of Directors has adopted a code of ethics covering all of our executive officers and key employees. A copy of our code of ethics will be furnished without charge to any person upon written request. Requests should be sent to: Secretary,
ImmunoCellular Therapeutics, Ltd., 21900 Burbank Boulevard, Woodland Hills, California 91367.

Section 16(a) Beneficial Ownership
Reporting Compliance

Because we have not registered our common stock under Section 12 of the Exchange Act, our
directors and executive officers and owners of more than ten percent of our common stock are not required to file with the SEC reports under Section 16(a) of the Exchange Act regarding their ownership and changes in ownership of our common
stock.



|Item 11. | Executive Compensation
|-------- | ----------------------

Compensation
of Executive Officers

The following table sets forth the compensation for services paid in all capacities for the two
fiscal years ended December 31, 2008 to Dr. Manish Singh, who has served as our President and Chief Executive Officer since February 18, 2008, and to C. Kirk Peacock, who served as our Interim President from November 5, 2007 to
February 17, 2008 and who has served as our Chief Financial Officer since May 16, 2005. We did not pay any other person compensation that exceeded $100,000 during either of the fiscal years ended December 31, 2008 and
December 31, 2009.



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Summary Compensation Table



|                                      |  |      |  |           |         |     |          |   |                |   |                    |   |         |                                         |  |                                             |  |                          |  |          |  |   |        
|------------------------------------- |  | ---- |  | --------- | ------- | --- | -------- | - | -------------- | - | ------------------ | - | ------- | --------------------------------------- |  | ------------------------------------------- |  | ------------------------ |  | -------- |  | - | -------
|Name and Principal Position           |  | Year |  | Salary($) |         |     | Bonus($) |   | StockAwards($) |   | OptionAwards($)(5) |   |         | Non-EquityIncentive PlanCompensation($) |  | NonqualifiedDeferredCompensationEarnings($) |  | All OtherCompensation($) |  | Total($)
|Manish Singh, Ph.D.                   |  | 2008 |  | $         | 175,000 | (1) |          |  |                |  |                    | $ | 170,000 | (6)                                     |  |                                            |  |                         |  |         |  | $ | 345,000
|President and Chief Executive Officer |  | 2009 |  | $         | 243,750 | (2) |          |   |                |   |                    | $ | 87,500  | (7)                                     |  |                                             |  |                          |  |          |  | $ | 331,250
|C. Kirk Peacock                       |  | 2008 |  | $         | 96,000  | (3) |          |   |                |   |                    | $ | 34,116  | (8)                                     |  |                                             |  |                          |  |          |  | $ | 130,116
|Chief Financial Officer               |  | 2009 |  | $         | 80,000  | (4) |          |   |                |   |                    | $ | 15,194  | (9)                                     |  |                                             |  |                          |  |          |  | $ | 95,194 



|(1) | Includes $16,667 per month for the period from February 18, 2008 through December 31, 2008 for services rendered to us as President and Chief Executive
Officer.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes $16,667 per month for the period from January 1, 2009 through February 17, 2009 and $20,833 from February 18, 2009 through December 31,
2009 for services rendered to us as President and Chief Executive Officer.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes $8,000 per month for services rendered to us as Chief Financial Officer and Treasurer.
|--- | -----------------------------------------------------------------------------------------------

|(4) | Includes $8,000 per month for the period from January 1, 2009 through April 30, 2009 and $6,000 from May 1, 2009 through December 31, 2009 for
services as Chief Financial Officer and Treasurer.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | This column represents option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to service-based vesting
conditions. For additional information on the valuation assumptions with respect to the option grants, refer to Note 2 of our financial statements in this Annual Report. These amounts do not correspond to the actual value that will be recognized by
the named executives from these awards.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes a seven-year option to purchase 600,000 shares of our common stock granted February 18, 2008 at an exercise price of $1.00 per share, vesting monthly over
a one-year period following the date of grant, for services rendered as President and Chief Executive Officer.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes (i) a seven-year option to purchase 600,000 shares of our common stock granted February 18, 2008 at an exercise price of $1.00 per share, vesting
monthly over a one-year period following the date of grant and (ii) a seven-year option to purchase 300,000 shares of our common stock granted February 18, 2009 at an exercise price of $0.15 per share, vesting monthly over a one-year
period following the date of grant and (iii) a seven-year option to purchase 200,000 shares of our common stock granted February 18, 2009 at an exercise price of $0.15 per share, vesting if the Company achieves during term of the agreement
either (a) a volume weighted average trading price for its common stock of greater than $1.00 for any 30-day period during the term of the agreement on average daily trading volume of at least 10,000 shares, or (b) working capital at the
end of the term of the agreement of at least $5,000,000, for services rendered as President and Chief Executive Officer.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes (i) a seven-year option to purchase 50,000 shares of our common stock granted October 30, 2007 at an exercise price of $1.30 per share, vesting
monthly over a one-year period following the date of grant, for services rendered as Chief Financial Officer and Treasurer commencing October 30, 2007 and also as Interim President commencing November 5, 2007 and (ii) a seven-year
option to purchase 50,000 shares of our common stock granted October 30, 2008 at an exercise price of $0.30 per share, vesting monthly over a one-year period following the date of grant, for services rendered as Chief Financial Officer and
Treasurer commencing October 30, 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes (i) a seven-year option to purchase 50,000 shares of our common stock granted October 30, 2008 at an exercise price of $0.30 per
share, vesting monthly over a one-year period following the date of grant, for services rendered as Chief Financial Officer and Treasurer commencing October 30, 2008 and (ii) a seven-year
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | option to purchase 50,000 shares of our common stock granted October 30, 2009, at an exercise price of $0.80 per share, vesting monthly over a one-year period following the date of grant,
for services rendered as Chief Financial Officer and Treasurer commencing October 30, 2009 and (iii) a seven-year option to purchase 6,000 shares of our common stock granted October 30, 2009, at an exercise price of $0.80 per share,
vesting upon the completion of the Companys internal documentation and internal testing necessary to subsequently complete the Companys Sarbanes-Oxley Section 404 audit.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Option Grants

The
following table sets forth information as of December 31, 2009 concerning unexercised options, unvested stock and equity incentive plan awards for the executive officers named in the Summary Compensation Table.

OUTSTANDING EQUITY AWARDS AT YEAR ENDED DECEMBER 31, 2009



|                    |  |                                                               |      |              |                                                                 |      |  |                                                                                       |  |                        |      |                      |          |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|------------------- |  | ------------------------------------------------------------- | ---- | ------------ | --------------------------------------------------------------- | ---- |  | ------------------------------------------------------------------------------------- |  | ---------------------- | ---- | -------------------- | -------- | ----------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- | 
|                    |  | Option Awards                                                 |      | Stock Awards
|Name                |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable |      |              | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable |      |  | EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions
(#) |  | OptionExercisePrice($) |      | OptionExpirationDate |          | Number ofShares orUnits ofStock ThatHave NotVested(#) |  | MarketValue ofShares orUnits ofStock ThatHave NotVested($) |  | EquityIncentivePlanAwards:Number ofUnearnedShares,Units
orOtherRights ThatHave NotVested(#) |  | EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units
orOtherRights ThatHave NotVested($)
|Manish Singh, Ph.D. |  | 700,000                                                       | (1)  |              |                                                                 |      |  |                                                                                       |  | $                      | 1.00 |                      | 02-17-15 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 25,000                                                        | (2)  |              |                                                                 |      |  |                                                                                       |  |                        | .27  |                      | 09-28-15 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 250,000                                                       | (8)  |              | 50,000                                                          | (8)  |  |                                                                                       |  |                        | .15  |                      | 02-17-16 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  |                                                               |      |              | 400,000                                                         | (9)  |  |                                                                                       |  |                        | .15  |                      | 02-17-16 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 7,846                                                         | (10) |              | 23,538                                                          | (10) |  |                                                                                       |  |                        | .95  |                      | 09-13-16 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|C. Kirk Peacock     |  | 50,181                                                        | (3)  |              |                                                                |      |  |                                                                                       |  |                        | 0.35 |                      | 05-15-10 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 25,000                                                        | (4)  |              |                                                                |      |  |                                                                                       |  |                        | 1.00 |                      | 10-29-13 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 50,000                                                        | (5)  |              |                                                                |      |  |                                                                                       |  |                        | 1.00 |                      | 10-29-13 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 50,000                                                        | (6)  |              |                                                                |      |  |                                                                                       |  |                        | 1.30 |                      | 10-29-14 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 50,000                                                        | (7)  |              |                                                                 |      |  |                                                                                       |  |                        | .30  |                      | 10-29-15 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  | 9,334                                                         | (11) |              | 40,666                                                          | (11) |  |                                                                                       |  |                        | .80  |                      | 10-29-16 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 
|                    |  |                                                               |      |              | 6,000                                                           | (9)  |  |                                                                                       |  |                        | .80  |                      | 10-29-16 |                                                       |  |                                                            |  |                                                                                             |  |                                                                                                           | 



|(1) | Vested monthly following grant on February 18, 2008
|--- | ---------------------------------------------------

|(2) | Vested 25% quarterly following grant on September 29, 2008
|--- | ----------------------------------------------------------

|(3) | Vested monthly following grant on May 16, 2005.
|--- | -----------------------------------------------

|(4) | Vested upon grant, October 30, 2006.
|--- | ------------------------------------

|(5) | Vested 25% quarterly following grant on October 30, 2006.
|--- | ---------------------------------------------------------

|(6) | Vested monthly following grant on October 30, 2007.
|--- | ---------------------------------------------------

|(7) | Vested monthly following grant on October 30, 2008.
|--- | ---------------------------------------------------

|(8) | Vested monthly following grant on February 18, 2009 as to 300,000 shares.
|--- | -------------------------------------------------------------------------

|(9) | Vests upon completion of milestones pursuant to contract.
|--- | ---------------------------------------------------------

|(10) | Vests 25% quarterly following grant on September 14, 2009.
|---- | ----------------------------------------------------------

|(11) | Vests monthly following grant on October 30, 2009.
|---- | --------------------------------------------------



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Compensation of Directors

On November 5, 2007, the Board of Directors adopted a compensation program for the directors whereby each non-employee director will
receive compensation in the form of cash and stock options for serving on the board as well as serving on board committees. The cash compensation consists of an annual retainer of $10,000 for serving as a director, a fee of $1,000 for each Board
meeting attended, and a fee of $750 for each Board committee meeting attended. In addition, the Chairman of the Board will receive a $25,000 annual retainer, and the Chairperson of each of the Board committees will receive a $15,000 annual retainer.
All fees are to be paid quarterly. Seven-year non-qualified stock options to purchase 25,000 shares of the Companys common stock are to be granted annually on the date of the annual shareholders meeting to each non-employee director at
an exercise price equal to the last reported trading price of the Companys common stock on that day, with such option to vest quarterly over the one-year period following the date of grant.

On June 4, 2009 the Board of Directors revised the compensation program for the directors whereby each non-employee director will
receive compensation in the form of cash and stock options for serving on the Board as well as serving on Board committees. The cash compensation consists of an annual retainer of $10,000 for serving as a director, a fee of $1,000 for each quarterly
Board meeting attended, and a fee of $500 for each non-quarterly Board meeting and each committee meeting attended. In addition, the Chairman of the Board will receive a $15,000 annual retainer, the Chairperson of the Audit Committee will receive a
$7,500 annual retainer, the Chairpersons of the Compensation Committee and the Nominating and Corporate Governance Committees will each receive a $5,000 annual retainer. All fees are to be paid quarterly. Seven-year non-qualified stock options to
purchase shares of the Companys common stock are to be granted annually on the date of the annual shareholders meeting to each non-employee director at an exercise price equal to the last reported trading price of the Companys
common stock on that day, with such option to vest quarterly over the one-year period following the date of grant in the following amounts: Chairman of the Board  50,000 shares, Board members (other than Chair) 30,000 shares, Audit Committee
Chair  20,000 shares, Compensation Committee and Nominating and Corporate Governance Committee Chairs each to receive 10,000 shares, and members of Committees (other than Chairs) to receive 5,000 shares.

During the fiscal year ended December 31, 2009, we paid our non-employee directors cash compensation for serving on the Board of
Directors and committees of the Board and granted a non-qualified option to purchase shares of common stock to each of our directors for their service as a director for the one-year period commencing September 14, 2009, subject to shareholder
approval of an increase in the authorized number of shares in the Equity Plan, and an interim grant due to a revised director compensation structure whereby the directors receive reduced cash compensation. Each of the options granted to the
directors has a term of seven years, has an exercise price of $0.95 per share, vests in four equal quarterly installments following the date of grant, and may be exercised within their term during the period the grantee provides services to us and
for 24 months after the grantee ceases providing services for any reason other than termination by us for cause. The amounts of the annual and interim grants were: Jacqueline Brandwynne, 40,000 shares and 4,151 shares, respectively; Richard Cowell,
55,000 shares and 8,301 shares, respectively; Dr. Navdeep Jaikaria, 45,000 shares and 4,151 shares, respectively; Dr. Robert Martuza, 35,000 shares and 2,767 respectively, Dr. Manish Singh, 30,000 and 1,384 shares respectively; and
Dr. John Yu, 65,000 shares and 11,068 shares, respectively.



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The following table sets forth information concerning the compensation paid to each of our
non-employee directors during 2009 for their services rendered as directors. The compensation of Dr. Singh, who serves as a director and as our President and Chief Executive Officer, is described above in the Summary Compensation Table.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2009



|                      |  |                          |        |             |   |                    |   |        |                                      |  |                                          |  |                       |  |       |  |   |       
|--------------------- |  | ------------------------ | ------ | ----------- | - | ------------------ | - | ------ | ------------------------------------ |  | ---------------------------------------- |  | --------------------- |  | ----- |  | - | ------
|Name                  |  | FeesEarnedor Paidin Cash |        | StockAwards |   | OptionAwards(1)(7) |   |        | Non-EquityIncentive PlanCompensation |  | NonqualifiedDeferredCompensationEarnings |  | All OtherCompensation |  | Total
|Jacqueline Brandwynne |  | $                        | 26,000 |             |  |                    | $ | 31,789 | (2)                                  |  |                                         |  |                      |  |      |  | $ | 57,789
|Richard A. Cowell     |  | $                        | 30,125 |             |  |                    | $ | 45,577 | (3)                                  |  |                                         |  |                      |  |      |  | $ | 75,702
|Navdeep Jaikaria      |  | $                        | 19,750 |             |  |                    |   | 35,389 | (4)                                  |  |                                         |  |                      |  |      |  | $ | 55,139
|Robert L. Martuza     |  | $                        | 15,000 |             |  |                    | $ | 27,192 | (5)                                  |  |                                         |  |                      |  |      |  | $ | 42,192
|John Yu               |  | $                        | 44,500 |             |  |                    | $ | 54,769 | (6)                                  |  |                                         |  |                      |  |      |  | $ | 99,296



|(1) | This column represents the aggregate grant date fair value of options awarded computed in accordance with FASB ASC Topic 718, excluding the effect of estimated
forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to the option grants, refer to Note 2 of our financial statements in this Annual Report. These amounts do not
correspond to the actual value that will be recognized by the named directors from these awards.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | On September 14, 2009 we granted to Ms. Brandwynne, (i) a seven-year non-qualified option to purchase 4,151 shares of the Companys common stock at
an exercise price of $0.95 per share, vesting quarterly over a one-year period for her services as a director and (ii) a seven-year non-qualified option to purchase 40,000 shares of the Companys common stock at an exercise price of $0.95
per share, vesting quarterly over a one-year period, for her services as a director for the one-year period commencing September 14, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | On September 14, 2009 we granted to Mr. Cowell, (i) a seven-year non-qualified option to purchase 8,301 shares of the Companys common stock at an
exercise price of $0.95 per share, vesting quarterly over a one-year period for his services as a director and (ii) a seven-year non-qualified option to purchase 55,000 shares of the Companys common stock at an exercise price of $0.95 per
share, vesting quarterly over a one-year period, for his services as a director for the one-year period commencing September 14, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | On September 14, 2009 we granted to Dr. Jaikaria, (i) a seven-year non-qualified option to purchase 4,151 shares of the Companys common stock at an
exercise price of $0.95 per share, vesting quarterly over a one-year period for his services as a director and (ii) a seven-year non-qualified option to purchase 45,000 shares of the Companys common stock at an exercise price of $0.95 per
share, vesting quarterly over a one-year period, for his services as a director for the one-year period commencing September 14, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | On September 14, 2009 we granted to Dr. Martuza, (i) a seven-year non-qualified option to purchase 2,767 shares of the Companys common stock at an
exercise price of $0.95 per share, vesting quarterly over a one-year period for his services as a director and (ii) a seven-year non-qualified option to purchase 35,000 shares of the Companys common stock at an exercise price of $0.95 per
share, vesting quarterly over a one-year period, for his services as a director for the one-year period commencing September 14, 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | On September 14, 2009 we granted to Dr. Yu, (i) a seven-year non-qualified option to purchase 11,068 shares of the Companys common stock at an
exercise price of $0.95 per share, vesting quarterly over a one-year period for his services as a director and (ii) a seven-year non-qualified option to purchase 65,000 shares of the Companys common stock at an exercise price of $0.95 per
share, vesting quarterly over a one-year period, for his services as a director for the one-year period commencing September 14, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | As of December 31, 2009, our non-employee directors held vested and unvested options, which they received as compensation for their services as directors, to
purchase the following number of shares of our common stock: Jacqueline Brandwynne  200,401 shares; Richard A. Cowell  163,301 shares; Navdeep Jaikaria  74,151 shares; Robert L. Martuza  137,767 shares; and John Yu 
126,068 shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Incentive Plan

We have adopted an equity incentive plan, the 2006 Equity Incentive Plan (the Equity Plan), pursuant to which we are authorized to grant options, restricted stock and stock appreciation rights
to purchase up to 3,400,000 shares of common stock to our employees, officers, directors, consultants and advisors, which will be increased, subject to approval by our stockholders, to 6,000,000 shares. Awards under the plan may consist of stock
options (both non- qualified options and options intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986, as amended), restricted stock awards and stock appreciation rights.



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The Equity Plan is administered by our Board of Directors or a committee appointed by the
Board, which determines the persons to whom awards will be granted, the type of award to be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan.

The Equity Plan provides that the exercise price of each incentive stock option may not be less than the fair market value of
our common stock on the date of grant (or 110% of the fair market value in the case of a grantee holding more than 10% of our outstanding common stock). The exercise price of a non-qualified stock option shall be no less than the fair market value
of the common stock on the date of grant. The maximum number of options that may be granted in any fiscal year to any participant is 600,000, which will be increased, subject to approval by our stockholders, to 725,000 shares.

The plan also permits the grant of freestanding stock appreciation rights or in tandem with option awards. The grant price of a stock
appreciation right shall be no less than the fair market value of a share on the date of grant of the stock appreciation right. No stock appreciation right shall be exercisable later than the tenth anniversary of its grant. Upon the exercise of a
stock appreciation right, a participant shall be entitled to receive common stock at a fair market value equal to the benefit to be received by the exercise.

The plan also provides us with the ability to grant or sell shares of common stock that are subject to certain transferability, forfeiture, repurchase or other restrictions. The type of restriction, the
number of shares of restricted stock granted and other such provisions shall be determined by our Board of Directors or its committee.

Unless otherwise determined by our Board of Directors or its committee, awards granted under the Equity Plan are not transferable other than by will or by the laws of descent and distribution.

The Equity Plan provides that, except as set forth in an individual award agreement, upon the occurrence of a corporate transaction:
(i) our Board of Directors or its committee shall notify each participant at least 30 days prior to the consummation of the corporate transaction or as soon as may be practicable and (ii) all options and stock appreciation rights shall
terminate and all restricted stock shall be forfeited immediately prior to the consummation of such corporate transaction unless the committee determines otherwise in its sole discretion. A corporate transaction means (i) a
liquidation or dissolution of the company; (ii) a merger or consolidation of the company with or into another corporation or entity (other than a merger with a wholly-owned subsidiary); (iii) a sale of all or substantially all of the
assets of the company; or (iv) a purchase or other acquisition of more than 50% of the outstanding stock of the company by one person or by more than one person acting in concert.

Our Board of Directors may alter, amend or terminate the plan in any respect at any time, but no alteration, amendment or termination will
adversely affect in any material way any award previously granted under the plan, without the written consent of the participant holding such award.

As of December 31, 2009, there were outstanding options under the Equity Plan to purchase approximately 3,072,502 shares of our common stock at a weighted average exercise price of approximately
$0.68 per share. The grants of options under the Plan during 2009 are described below.

In November 2009, we granted a
seven-year non-qualified option to purchase 56,000 shares of common stock at an exercise price of $0.80 per share to C. Kirk Peacock in accordance with his employment contract, with such option to vest monthly over the one-year term of his
employment contract as to 50,000 shares and shall vest as to 6,000 shares upon the successful completion of all of the internal documentation and internal testing necessary by October 29, 2010 to subsequently complete the Sarbanes-Oxley
Section 404 audit.



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In September 2009, we granted a seven-year non-qualified option to purchase 66,000 shares of
our common stock at an exercise price of $0.95 per share to Dr. James Bender in accordance with his consulting agreement to serve as our Vice President  Clinical Development for a one-year term, with such option to vest at the rate of
3,000 shares per month during the term of the consulting agreement and with the remaining 30,000 shares to vest in accordance with completion of milestones contained in the consulting agreement.

In September 2009, we granted a non-qualified option to purchase shares of common stock to each of our directors for their service as a
director for the one-year period commencing September 14, 2009, subject to shareholder approval of an increase in the authorized number of shares in the Equity Plan, and an interim grant due to a revised director compensation structure whereby
the directors receive reduced cash compensation. Each of the options granted to the directors has a term of seven years, has an exercise price of $0.95 per share, vests in four equal quarterly installments following the date of grant, and may be
exercised within their term during the period the grantee provides services to us and for 24 months after the grantee ceases providing services for any reason other than termination by us for cause. The amounts of the annual and interim grants were:
Jacqueline Brandwynne, 40,000 shares and 4,151 shares, respectively; Richard Cowell, 55,000 shares and 8,301 shares, respectively; Dr. Navdeep Jaikaria, 45,000 shares and 4,151 shares, respectively; Dr. Robert Martuza, 35,000 shares and
2,767 respectively, Dr. Manish Singh, 30,000 and 1,384 shares respectively; and Dr. John Yu, 65,000 shares and 11,068 shares, respectively.

In September 2009, we granted a five-year non-qualified option to purchase 10,000 shares of our common stock to each of four members of our Scientific Advisory Board (SAB) for service as
members on the SAB for the coming year at an exercise price of $0.95 per share, with such option to vest quarterly for the one-year period following the date of grant.

In September 2009, we granted a seven-year non-qualified option to purchase 6,000 shares of our common stock at an exercise price of $0.95 per share, with such option to vest monthly following the date of
grant, to Christine Firmature, our Executive Assistant and Officer Manager

In September 2009, we granted a five-year, fully
vested non-qualified option to purchase 25,000 shares of our common stock at an exercise price of $0.95 per share to Linda S. Huff for administrative services rendered to the Company since 2004.

In February 2009, we granted a seven-year non-qualified option to purchase 300,000 shares of our common stock at an exercise price of $0.25
to Dr. John Yu for services rendered as our Chief Scientific Officer, with such option to vest in four equal quarterly installments following the date of grant, and may be exercised within their term during the period the grantee provides
services to us and for 24 months after the grantee ceases providing services for any reason other than termination by us for cause.

In February 2009, we granted a seven-year non-qualified option to purchase 700,000 shares of our common stock at an exercise price of $0.15 per share was granted to Dr. Manish Singh upon the renewal of his employment as our President
and Chief Executive Officer, with 300,000 of the shares to vest at the rate of 25,000 shares per month during the term of his agreement and with the remaining 400,000 shares to vest in accordance with completion of milestones contained in his
employment agreement.



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Employment Agreements

John S. Yu, M.D.

Dr. John Yu and the Company entered into an
Agreement, dated as of November 17, 2006, and a related Securities Purchase Agreement, dated as of November 17, 2006, Non-qualified Stock Option Agreement, dated as of November 17, 2006 and Registration Rights Agreement, dated as of
November 17, 2006. Under that Agreement, Dr. Yu agreed to serve as our Chief Scientific Officer for an initial one-year term on a part-time basis. Pursuant to that Agreement, the Company agreed that (i) for so long as Dr. Yu owns
Company shares or fully vested immediately exercisable options to purchase Company shares totaling at least 2,000,000 shares, the Company will use commercially reasonable efforts to enable Dr. Yu to continue to serve on its Board of Directors
and (ii) for so long as Dr. Yu owns shares of the Companys common stock or fully vested immediately exercisable options to purchase shares of the Companys common stock totaling at least 4,000,000 shares or at least 5,000,000
shares, the Company will use commercially reasonable efforts to enable Dr. Yu and either one or two, respectively, of his designees to serve on its Board of Directors.

Effective March 1, 2010, the Company entered into an Agreement with Dr. Yu under which he agreed to serve on a part-time basis as
the Companys Chief Scientific Officer for a one-year term. The Agreement provides for an annual base salary of $70,000 and for cash bonuses of $15,000 each if prior to December 31, 2010 (i) the FDA has accepted a Phase II
clinical trial plan for ICT-107 and (ii) a Physicians Investigator IND submission for one of the Companys specified product candidates has been accepted by the FDA.

Pursuant to the Agreement, the Company granted to Dr. Yu a seven-year nonqualified stock option under the Companys 2006 Equity
Incentive Plan, or a new qualified option plan, to purchase 125,000 shares of the Companys common stock at an exercise price equal to $0.90 per share, which was the closing market price of the common stock on the option grant date. The option
grant is subject to the approval by the Companys stockholders of an increase in the authorized number of shares under the Plan. The option may be exercised during the period that Dr. Yu provides services to the Company and for
24 months after termination for any reason except termination for cause by the Company, provided that such exercise is within the seven-year term of the option.

The option granted to Dr. Yu under the Agreement will vest (i) as to 75,000 shares in four equal quarterly installments following the date of grant and (ii) as to the remaining 50,000
shares, 25,000 shares shall each vest upon timely satisfying the two milestones described above for the payment of cash bonuses to Dr. Yu.

Manish Singh, Ph.D.

Effective February 18, 2009, the Company
entered into an Employment Agreement with Dr. Manish Singh (the 2009 Employment Agreement) pursuant to which Dr. Singh continued to serve on a full-time basis as the Companys President and Chief Executive Officer for a
one-year term. The Company was required under the 2009 Employment Agreement to use its commercially reasonable efforts to have Dr. Singh continue to serve as a member of the Companys Board of Directors during the term of the 2009
Employment Agreement.

The 2009 Employment Agreement provided for an annual base salary of $250,000 and cash bonuses of
(1) $50,000 if the Company completed a financing, a strategic alliance or a merger or acquisition that generates at least $2,500,000 of net proceeds (after commissions) during the term of the agreement; (2) $100,000 if the Company
completed a financing, a strategic alliance or a merger or acquisition that generates at least $5,000,000 of net proceeds (after commissions) during the term of the agreement; or (3) $200,000 if the Company completed a financing, a strategic
alliance or a merger or



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acquisition that generates at least $10,000,000 of net proceeds (after commissions) during the term of the agreement. The total cash bonus payable would in no event exceed $200,000. Pursuant to
the 2009 Employment Agreement, the Company granted Dr. Singh a seven-year non-qualified stock option on February 18, 2009 under the Equity Plan to purchase 700,000 shares of the Companys common stock at an exercise price of $0.15 per
share. The option vests (i) as to 300,000 shares in twelve equal monthly installments of 25,000 shares each over the twelve-month period from and immediately following the grant date, (ii) as to 200,000 shares if the Company
achieved during term of the agreement either (a) a volume weighted average trading price for its common stock of greater than $1.00 for any 30-day period during the term of the agreement on average daily trading volume of at least 10,000
shares, or (b) working capital at the end of the term of the agreement of at least $5,000,000; and (iii) as to 200,000 shares if the Company achieved during term of the agreement either (a) a volume weighted average trading price for
its common stock of greater than $1.50 for any 30-day period during the term of the agreement on average daily trading volume of at least 10,000 shares or (b) working capital at the end of the term of the agreement of at least $8,000,000. The
option may be exercised during the period that Dr. Singh provides services to the Company and for 24 months after termination for any reason except termination for cause by the Company, provided that such exercise is within the seven-year
term of the option.

In the event that the Company terminated the 2009 Employment Agreement without cause or did not extend
the 2009 Employment Agreement upon its expiration for an additional one-year term or Dr. Singh terminated the 2009 Employment Agreement due to (1) his principal place of work for the Company being relocated by more than 50 miles,
(2) a material change in his duties, (3) a failure by the Company to pay him any of his contractual compensation, or (4) a constructive termination of Dr. Singh or unlawful harassment or retaliation against him, then the Company
upon such termination was required to make a lump sum payment to Dr. Singh equal to six months of his base annual salary and 50% of the shares covered by his option (or 100% of all such shares if the Company is not the surviving entity in a
Corporate Transaction (as defined by the Equity Plan) that had not yet vested would immediately become vested. In the event the Company completed a merger in which Dr. Singh was offered an executive position with the Company or surviving
corporation for at least a one-year term, with an annual base salary of $250,000 and a cash bonus and option compensation package having an aggregate value of at least $75,000 (as determined in good faith by the Company or surviving corporation),
Dr. Singh was not entitled to terminate the 2009 Employment Agreement based on a change in duties and responsibilities or a location change.

Effective as of February 18, 2010, the Company entered into a new Employment Agreement with Dr. Manish Singh (the 2010 Employment Agreement) pursuant to which Dr. Singh will
continue to serve on a full-time basis as the Companys President and Chief Executive Officer for a one-year term. The Company is required under the 2010 Employment Agreement to use its commercially reasonable efforts to have Dr. Singh
continue to serve as a member of the Companys Board of Directors during the term of the 2010 Employment Agreement. The 2010 Employment Agreement may be extended for an additional one-year period upon the mutual agreement of the Company and
Dr. Singh.

The 2010 Employment Agreement provides for an annual base salary of $300,000. In addition, provided that
Dr. Singh continues to serve as the Companys President and Chief Executive Officer for the entire one-year term of the 2010 Employment Agreement, the Company will pay Dr. Singh a discretionary cash bonus of up to $50,000 upon
completion of the one-year term.

The 2009 Employment Agreement with Dr. Sing provided that Dr. Singh was entitled
to receive cash milestone bonuses, not to exceed an aggregate amount of $200,000, of (1) $50,000 upon the Companys completion of a financing, a strategic alliance or a merger or acquisition generating at least $2,500,000 of net proceeds
(after commissions) during the term of that agreement, (2) $100,000 upon the Companys completion of a financing, a strategic alliance or a merger or acquisition generating at least $5,000,000 of net proceeds (after commissions) during the
term of that agreement, or (3) $200,000 upon the Companys completion of a financing, a strategic alliance or a merger or acquisition generating at



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least $10,000,000 of net proceeds (after commissions) during the term of that agreement. The 2009 Employment Agreement also provided that an option granted to Dr. Singh to purchase 200,000
shares of the Companys common stock would vest if the Companys working capital is at least $8,000,000 at the end of the term of that agreement.

The 2010 Employment Agreement amends the 2009 Employment Agreement to provide that the milestones described in the preceding paragraph may be satisfied by including the net proceeds received by the
Company at any time prior to August 17, 2010 from (1) a financing by the Socius Capital Group or (2) any private placement financing that is covered by a signed term sheet that was entered into by the Company prior to
February 18, 2010 or from another source at the same or better terms as contemplated by such signed term sheet. Also, for purposes of determining whether the $8,000,000 working capital milestone in the preceding paragraph has been satisfied,
the 2010 Employment Agreement provides that working capital will be calculated as of the date of the Companys receipt of the proceeds that are being included to satisfy the milestone.

Pursuant to the 2010 Employment Agreement, the Company granted to Dr. Singh a seven-year incentive stock option under the
Companys 2006 Equity Incentive Plan, or a new qualified option plan, to purchase 600,000 shares of the Companys common stock at an exercise price equal to $0.90 per share, which was the closing market price of the common stock on the
option grant date. The option grant is subject to the approval by the Companys stockholders of an increase in the authorized number of shares under the Plan and an increase in the number of shares that may be granted to any individual during a
twelve-month period. The option may be exercised during the period that Dr. Singh provides services to the Company and for 24 months after termination for any reason except termination for cause by the Company, provided that such exercise
is within the seven-year term of the option.

The option granted to Dr. Singh under the 2010 Employment Agreement will
vest (1) as to 360,000 shares, in twelve equal monthly installments of 30,000 shares each over the twelve-month period from and immediately following the grant date, (2) as to 30,000 shares, if the Company achieves during the
term of the that agreement a volume-weighted average trading price for its common stock of greater than $1.60 for any consecutive 15-day trading period during the term of that agreement on average daily trading volume of at least 20,000 shares,
(3) as to 90,000 shares, if the Company achieves during the term of that agreement a volume-weighted average trading price for its common stock of greater than $2.00 for any consecutive 15-day trading period during the term of that
agreement on average daily trading volume of at least 20,000 shares, (4) as to 30,000 shares, upon treating during the term of that agreement the first patient in a Phase II clinical trial, and (5) as to 90,000 shares, if during the term
of the agreement the Company completes a financing, a strategic alliance or a licensing agreement with upfront licensing payments to the Company or a merger or acquisition that generates at least $5,000,000 of net proceeds (after commissions) for
the Company beyond the $10,000,000 achieved by August 17, 2010, with any financing proceeds received by the Company during the first six months of the 2010 Employment Agreement that are used to satisfy milestones under the 2009 Employment
Agreement not being included as proceeds to satisfy the milestones described in this paragraph.

In the event that the Company
terminates the 2010 Employment Agreement without cause or does not extend the 2010 Employment Agreement upon its expiration for an additional one-year term, then (1) the Company upon such termination will be required to make a lump sum payment
to Dr. Singh equal to six months of his base annual salary, (2) any stock options granted to Dr. Singh, to the extent vested, will be retained by Dr. Singh and will be exercisable on the terms described above, and (3) the
vesting of an additional number of shares subject to all options granted to Dr. Singh equal to 50% of all shares subject to such options that have not already vested will immediately accelerate and will be exercisable on the terms described
above. If Dr. Singh terminates his employment for good reason as defined in the Employment Agreement, he will receive the severance benefits described in the preceding sentence, except that 100% of his options will vest if his
employment terminates for good reason following a merger or similar corporate transaction in which the Company is not the surviving entity.



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Dr. James Bender

Effective February 1, 2010, the Company entered into an Employment Agreement with Dr. James Bender pursuant to which
Dr. Bender will serve on a full-time basis as the Companys Vice President  Product Development and Manufacturing for a one-year term commencing February 1, 2010. Prior to February 1, 2010, Dr. Bender had been serving
on a part-time basis as the Companys Vice President  Clinical Development pursuant to an Agreement dated as of September 1, 2009, as amended on September 14, 2009.

The Employment Agreement provides for an annual base salary of $170,000. Pursuant to the Employment Agreement, the Company granted to
Dr. Bender a seven-year incentive stock option under the Companys 2006 Equity Incentive Plan to purchase 150,000 shares of the Companys common stock at an exercise price equal to $0.90 per share, which was the closing market price
of the common stock on the option grant date. The option grant is subject to the approval by the Companys stockholders of an increase in the authorized number of shares under the Plan.

The option granted to Dr. Bender under the Employment Agreement will vest at the rate of 6,250 shares per month over the term of the
Employment Agreement as to 75,000 shares. The option will vest as to the remaining 75,000 shares upon the Companys attainment of the following development milestones, and Dr. Bender will also be entitled to receive the following cash
bonuses upon attainment of these milestones: (1) completion by September 30, 2010 of the technology transfer to a contract manufacturer for the Companys ICT-107 product will result in a $10,000 cash bonus and the vesting of 25,000
option shares; (2) completion by December 31, 2010 of FDA acceptance of a Phase II clinical trial plan for ICT-107 will result in a $10,000 cash bonus and the vesting of 25,000 option shares; and (3) completion by December 31,
2010 of the enrollment of the first patient into the Phase II clinical trial for ICT-107 will result in a $10,000 bonus and the vesting of 25,000 option shares.

The Employment Agreement provides that all of the rights and obligations of the Company and Dr. Bender under his prior agreement to provide services to the Company (including Dr. Benders
right to work for another organization) terminated as of January 31, 2010, except that Dr. Benders right under that agreement to receive cash bonuses and the vesting of options upon the Companys achievement of specified
development milestones will remain in effect. The Employment Agreement provides that, except as described in the following sentence, if Dr. Benders employment terminates prior to the expiration of the one-year term, Dr. Bender will
not have any right to receive further compensation under the Employment Agreement other than compensation that was accrued as of his employment termination date. If the Company terminates Dr. Benders employment without cause
as defined in the Employment Agreement, 50% of any unvested options held by Dr. Bender as of the employment termination date will vest, and he will also have the right to receive any compensation that was accrued as of the employment
termination date.

C. Kirk Peacock

Effective October 30, 2008, the Company entered into an Employment Agreement with Mr. Peacock under which he continued to serve on a part-time basis as the Companys Chief Financial Officer
for a one-year term. Under this agreement, Mr. Peacock received a monthly salary of $8,000 and was granted a seven-year non-qualified option to purchase 50,000 shares of the Companys common stock at a price of $0.30 per share, with such
option to vest in equal monthly installments over the one-year term of the agreement, with 50% of any then unvested option shares to become vested if Mr. Peacocks employment was terminated by the Company without cause and with all vested
options to be exercisable for 24 months after termination of Mr. Peacocks employment for any reason other than termination by the Company for cause.



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Effective October 30, 2009, the Company entered into a new Employment Agreement with
Mr. Peacock under which he will continue to serve on a part-time basis as the Companys Chief Financial Officer for a one-year term. Under this agreement, Mr. Peacock receives a monthly salary of $6,000 and was granted a seven-year
non-qualified option to purchase 56,000 shares of the Companys common stock at a price of $0.80 per share, with 50,000 shares covered by such option to vest in equal monthly installments over the one-year term of the agreement and with 50% of
any those then unvested option shares to become vested if Mr. Peacocks employment is terminated by the Company without cause.

Provided that by October 29, 2010, all of the Companys internal documentation and internal testing necessary to subsequently complete the Companys Sarbanes-Oxley Section 404 audit
has been finished, the Company will pay Mr. Peacock an additional $6,000 and a further 6,000 of his option shares will become vested. All vested shares covered by the option will be exercisable for 24 months after termination of
Mr. Peacocks employment for any reason other than termination by the Company for cause.

Indemnification of Directors and
Officers

Our Amended and Restated Certificate of Incorporation provides that, to the full extent permitted by the Delaware
General Corporation Law, no director will be personally liable to us or our stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director.

Our Amended and Restated Certificate of Incorporation also provides that each person who is or was or had agreed to become a director or
officer, and each such person who is or was serving or who had agreed to serve at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other entity, will be indemnified by us to the
full extent permitted by the Delaware General Corporation Law and will be entitled to advancement of expenses in connection therewith. Our Bylaws have similar indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.



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

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 1, 2010 (a) by
each person known by us to own beneficially 5% or more of any class of our common stock, (b) by each of our executive officers named in the Summary Compensation Table and our directors and (c) by all executive officers and directors of
this company as a group. As of March 1, 2010, there were 16,067,842 shares of our common stock issued and outstanding. Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to
all the shares beneficially owned by them.



|                                                                                                   |  |                             |     |  |                    |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------- | --- |  | ------------------ | -
|Name and Address of Beneficial Owner (1)                                                           |  | SharesBeneficiallyOwned (2) |     |  | Percentageof Class |  
|John S. Yu, M.D.                                                                                   |  | 6,288,958                   | (3) |  | 28.13              | %
|Sanford J. Hillsberg 1801 Century Park East, Suite 1600 Los Angeles, California 90067              |  | 1,018,536                   | (4) |  | 6.33               | %
|Manfred Mosk, Ph.D. Technomedics Management & Systems, Inc. P. O. Box 3207 Redondo Beach, CA 90277 |  | 1,254,729                   | (5) |  | 6.84               | %
|Keith Black, M.D. 8631 West Third Street, Suite 800E Los Angeles, CA 90048                         |  | 1,400,000                   | (3) |  | 8.01               | %
|Dr. Manish Singh                                                                                   |  | 1,136,692                   | (6) |  | 6.61               | %
|James Bender                                                                                       |  | 51,000                      | (3) |  | *                  |  
|C. Kirk Peacock                                                                                    |  | 249,516                     | (3) |  | 1.53               | %
|Jacqueline Brandwynne                                                                              |  | 217,076                     | (7) |  | 1.34               | %
|Robert L. Martuza, M.D.                                                                            |  | 101,384                     | (3) |  | *                  |  
|Richard A. Cowell                                                                                  |  | 104,151                     | (3) |  | *                  |  
|Navdeep Jaikaria                                                                                   |  | 27,076                      | (3) |  | *                  |  
|All executive officers and directors as a group (8 persons)(11)                                    |  | 8,175,853                   |     |  | 33.82              | %



|* | Less than 1%.
|- | -------------

|(1) | Unless otherwise indicated, the address of each of the persons shown is c/o ImmunoCellular Therapeutics, Ltd., 21900 Burbank Boulevard, 3rdFloor, Woodland Hills, California 91367.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect
to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding, including for purposes of computing the
percentage ownership of the person holding such option, warrant or convertible security, but not for purposes of computing the percentage of any other holder.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(3) | All of the shares shown are subject to options.
|--- | -----------------------------------------------

|(4) | Excludes 202,593 shares owned beneficially by TroyGould PC, of which Mr. Hillsberg is a member.
|--- | -----------------------------------------------------------------------------------------------

|(5) | Includes 1,023,479 shares of common stock and 81,250 shares of our common stock issuable upon exercise of options owned of record by Dr. Mosk, and 150,000 shares
of our common stock issuable upon the exercise of options owned of record by Technomedics Management & Systems, Inc., of which Dr. Mosk is the controlling stockholder.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 11,000 shares owned of record and 1,125,692 shares of our common stock issuable upon exercise of options.
|--- | ------------------------------------------------------------------------------------------------------------------

|(7) | Includes 58,750 shares owned of record and 158,326 shares of our common stock issuable upon exercise of options.
|--- | ----------------------------------------------------------------------------------------------------------------

Equity Compensation Plan Information

The following table summarizes, as of December 31, 2009, (i) the number of shares of our common stock that are issuable under our equity compensation plans upon the exercise of outstanding
options, warrants and other rights, (ii) the weighted-average exercise price of such options, warrants and rights, and (iii) the number of securities remaining available for future issuance under our equity compensation plans.



|                                                      |  |  |  |                                                                                       |  |  |  |                                                                          |      |  |  |                                                                                                                                      |  
|----------------------------------------------------- |  |  |  | ------------------------------------------------------------------------------------- |  |  |  | ------------------------------------------------------------------------ | ---- |  |  | ------------------------------------------------------------------------------------------------------------------------------------ | -
|Plan Category                                         |  |  |  | Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand
rights |  |  |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |      |  |  | Number ofsecurities remainingavailable for futureissuance underequity compensationplans
(excludingsecurities reflectedin column (a))
|                                                      |  |  |  | (a)                                                                                   |  |  |  | (b)                                                                      |      |  |  | (c)                                                                                                                                 
|Equity compensation plans approvedby stockholders     |  |  |  | 9,005,927                                                                             |  |  |  | $                                                                        | 0.89 |  |  |                                                                                                                                      | 
|Equity compensation plans notapproved by stockholders |  |  |  | 1,550,000                                                                             |  |  |  | $                                                                        | 1.16 |  |  |                                                                                                                                      | 
|                                                      |  |  |  |                                                                                       |  |  |  |                                                                          |      |  |  |                                                                                                                                      |  
|Total                                                 |  |  |  | 10,555,927                                                                            |  |  |  | $                                                                        | 0.93 |  |  |                                                                                                                                      | 

Our
stockholders approved our Equity Plan. The only awards that are outstanding under that plan as of March 1, 2010 are options to acquire 3,072,503 shares of our common stock. In September 2008 the shareholders increased the authorized number of
shares of our common stock available to be issued under our Equity Plan from 1,500,000 shares to 3,400,000 shares. In March 2010, our Board approved an increase in the number of shares of our common stock available to be issued under our Equity Plan
from 3,400,000 shares to 6,000,000 shares, subject to approval by our stockholders.

In January 2007, we granted to
Dr. Keith L. Black a fully-vested, ten-year option to purchase 1,500,000 shares of our common stock at an exercise price of $1.10 per share in consideration for his agreeing to serve as the Chairman of our Scientific Advisory Board.
Dr. Black has exercised 100,000 shares of this option.

In November 2006, we granted to Dr. John Yu (1) an
option to purchase 150,000 shares of our common stock in consideration for his relinquishment of his royalty interest in the cellular-based therapy technology that we licensed and (2) an option to purchase 5,783,424 shares of our common stock
in consideration of his agreeing to serve as our Chief Scientific Officer for a one-year term. Both options have an exercise price of $1.00 per share, a term of ten years and were fully vested upon grant. In November 2006, our stockholders approved
these option grants to Dr. Yu.



56



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In November 2006, we granted to Technomedics Management & Systems, Inc. an option
to purchase 300,000 shares of our common stock for a term of seven years at an exercise price of $1.00 per share in consideration for Dr. Mosk agreeing to serve as our Non-Executive Chairman of the Board on a part-time basis for one year. Upon
grant, 150,000 shares of the option vested, with the balance of the shares to vest in four equal quarterly installments following the date of grant. Dr. Mosk voluntarily resigned as our Non-Executive Chairman of the Board in January 2007 and
resigned as a director on March 19, 2008. The balance of Technomedics 150,000 unvested option shares were cancelled as a result of Dr. Mosks voluntary resignation: The Technomedics option covering the remaining 150,000
vested option shares expired unexercised on March 18, 2010.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------

Independent Directors

Information regarding our independent directors is
set forth above in Item 10 under the captions Business Experience and Directorships and Committees of the Board.



|Item 14. | Principal Accounting Fees and Services.
|-------- | ---------------------------------------

The Audit Committee has appointed Stonefield Josephson, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2010. The following table shows the fees that
were paid or accrued by us for audit and other services provided by Stonefield Josephson, Inc. for the 2008 and 2009 fiscal years.



|                       |  |      |        |      |   |       
|---------------------- |  | ---- | ------ | ---- | - | ------
|                       |  | 2008 |        | 2009
|Audit Fees (1)         |  | $    | 46,053 |      | $ | 49,249
|Audit-Related Fees (2) |  | $    | 7,900  |      |   |      
|Tax Fees (3)           |  | $    | 13,164 |      | $ | 2,915 
|All Other Fees         |  |      |       |      | $ | 13,495
|                       |  |      |        |      |   |       
|Total                  |  | $    | 67,117 |      | $ | 65,659
|                       |  |      |        |      |   |       



|(1) | Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our financial statements
included in our Form 10-Q quarterly reports and services that are normally provided in connection with statutory or regulatory filings for the 2008 and 2009 fiscal years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements
and not reported above under Audit Fees.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning.
|--- | ---------------------------------------------------------------------------------------------------------

All audit related services, tax services and other services rendered by Stonefield Josephson, Inc. were pre-approved by our Board of
Directors or Audit Committee. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for us by Stonefield Josephson, Inc. The policy authorizes the Audit Committee to delegate to one or
more of its members pre-approval authority with respect to permitted services. Pursuant to this policy, the Board delegated such authority to the Chairman of the Audit Committee. All pre-approval decisions must be reported to the Audit Committee at
its next meeting. The Audit Committee has concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of Stonefield Josephson, Inc.



57



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##### Table of Contents

PART IV



|Item 15. | Exhibits and Financial Statement Schedules.
|-------- | -------------------------------------------

The Companys financial statements and related notes thereto are listed and included in this Annual Report beginning on page F-1. The following exhibits are filed with, or are incorporated by
reference into, this Annual Report.



|              |  |                                                                                                                                                                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                  
|2.1           |  | Agreement and Plan of Reorganization dated as of May 5, 2005, as amended, among Patco Industries Subsidiary, Inc., William C. Patridge, and Spectral Molecular Imaging, Inc., as
amended on June 30, 2005, September 26, 2005 and January 20, 2006. (1)                                      
|              | 
|3.1           |  | Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. (2)                                                                                                                                                                                                   
|              | 
|3.2           |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. (2)                                                                                                                                                                       
|              | 
|3.3           |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. (3)                                                                                                                                                                       
|              | 
|3.4           |  | Amended and Restated Bylaws of ImmunoCellular Therapeutics, Ltd. (4)                                                                                                                                                                                                                         
|              | 
|4.1           |  | Form of Common Stock Certificate for ImmunoCellular Therapeutics, Ltd. (5)                                                                                                                                                                                                                   
|              | 
|4.2           |  | Form of Subscription Agreement containing registration rights issued by Spectral Molecular Imaging, Inc. in January 2006 and assumed by ImmunoCellular Therapeutics, Ltd.
(4)                                                                                                                
|              | 
|4.3           |  | Form of Warrant issued in January 2006 to purchase shares of the common stock of Spectral Molecular Imaging, Inc. and assumed by ImmunoCellular Therapeutics, Ltd.
(4)                                                                                                                       
|              | 
|4.4           |  | Subscription Agreement dated as of February 16, 2007 between ImmunoCellular Therapeutics, Ltd. and RAB Special Situations (Master) Fund Limited. (6)                                                                                                                                         
|              | 
|4.5           |  | Letter Agreement dated as of February 16, 2007 between ImmunoCellular Therapeutics, Ltd. and RAB Special Situations (Master) Fund Limited. (6)                                                                                                                                               
|              | 
|4.6           |  | Subscription Agreement dated as of April 19, 2007 between ImmunoCellular Therapeutics, Ltd. and RAB Special Situations (Master) Fund Limited. (6)                                                                                                                                            
|              | 
|4.7           |  | Warrant dated as of February 16, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master) Fund
Limited, for the purchase of 800,000 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)
|              | 
|4.8           |  | Warrant dated as of February 16, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master) Fund
Limited, for the purchase of 533,334 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)
|              | 
|4.9           |  | Warrant dated as of April 19, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master)
Fund Limited, for the purchase of 200,000 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)   



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##### Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10  |  | Warrant dated as of April 19, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master)
Fund Limited, for the purchase of 133,334 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)                                                                                                                                                                                   
|      | 
|4.11  |  | Form of Subscription Agreement containing registration rights between the participants in the April/May 2007 private placement and ImmunoCellular Therapeutics, Ltd.
(7)                                                                                                                                                                                                                                                                                                     
|      | 
|4.12  |  | Form of Warrant issued to participants in the April/May 2007 private placement to purchase shares of common stock of ImmunoCellular Therapeutics, Ltd. (7)                                                                                                                                                                                                                                                                                                                   
|      | 
|4.13  |  | Form of Notice of Exercise of Warrants delivered by ImmunoCellular Therapeutics, Ltd. in January 2009 in connection with the reduction from $2.50 to $0.25 per share of the exercise
price of warrants to purchase a total of 6,112,583 shares of common stock of ImmunoCellular Therapeutics, Ltd. and in connection with the extension of the expiration date of warrants to purchase a total of 6,412,583 shares of common stock of
ImmunoCellular Therapeutics, Ltd. (17)
|      | 
|4.14  |  | Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock dated December 3, 2009. (20)                                                                                                                                                                                                                                                                                                                                                  
|      | 
|4.15  |  | Warrant dated December 3, 2009 issued by ImmunoCellular Therapeutics, Ltd. to Socius Capital Group, LLC d/b/a Socius Life Sciences Capital Group, LLC (20)                                                                                                                                                                                                                                                                                                                   
|      | 
|10.1  |  | Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                     
|      | 
|10.2  |  | First Amendment to Exclusive License Agreement dated as of June 16, 2008 2006, between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (9)                                                                                                                                                                                                                                                                                                                
|      | 
|10.3  |  | Stock Purchase Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                         
|      | 
|10.4  |  | Registration Rights Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.5  |  | Securities Purchase Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.6  |  | Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.* (8)                                                                                                                                                                                                                                                                                                                                                                       
|      | 
|10.7  |  | Nonqualified Stock Option Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.* (8)                                                                                                                                                                                                                                                                                                                                             
|      | 
|10.8  |  | Registration Rights Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.9  |  | 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (4)                                                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|10.10 |  | Amendment No. 1 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (10)                                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|10.11 |  | Amendment No. 2 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (11)                                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|10.12 |  | Amendment No. 3 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (11)                                                                                                                                                                                                                                                                                                                                                                                  



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|      |  |                                                                                                                                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13 |  | Amendment No. 4 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (9)                                                                                                 
|      | 
|10.14 |  | Form of Non-Qualified Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (12)                                                                  
|      | 
|10.15 |  | Form of Incentive Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (12)                                                                      
|      | 
|10.16 |  | Employment Agreement dated as of February 18, 2008 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.* (11)                                                                    
|      | 
|10.17 |  | Employment Agreement dated as of February 18, 2009 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.* (17)                                                                    
|      | 
|10.18 |  | Employment Agreement dated as of November 5, 2007 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd. (13)                                                                       
|      | 
|10.19 |  | Employment Agreement dated as of October 30, 2008 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd.* (17)                                                                      
|      | 
|10.20 |  | Agreement dated as of July 7, 2006 between Technomedics Management & Systems, Inc. and ImmunoCellular Therapeutics, Ltd. (14)                                                              
|      | 
|10.21 |  | Agreement dated as of November 17, 2006 between Technomedics Management & Systems, Inc. and ImmunoCellular Therapeutics, Ltd.* (5)                                                         
|      | 
|10.22 |  | Memorandum of Agreement dated as of November 21, 2007 between Molecular Discoveries LLC and ImmunoCellular Therapeutics, Ltd. (11)                                                         
|      | 
|10.23 |  | Agreement dated as of February 14, 2008 between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd. (11)                                                                      
|      | 
|10.24 |  | Registration Rights Agreement dated as of April 14, 2008, between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd. (15)                                                    
|      | 
|10.25 |  | Agreement dated as of February 14, 2008 between Dr. Cohava Gelber and ImmunoCellular Therapeutics, Ltd. (11)*                                                                              
|      | 
|10.26 |  | Agreement dated as of August 1, 2008 between Dr. Cohava Gelber and ImmunoCellular Therapeutics, Ltd.. * (17)                                                                               
|      | 
|10.27 |  | Agreement dated as of September 1, 2008 between James G. Bender and ImmunoCellular Therapeutics, Ltd. (16) *                                                                               
|      | 
|10.28 |  | Office lease dated April 28, 2008 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd., as amended. (17)                                                                  
|      | 
|10.29 |  | Amendment No. 1 to Agreement dated as of May 1, 2009 to Agreement dated October 30, 2008 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd.
*(18)                               
|      | 
|10.30 |  | Second Amendment dated August 1, 2009 to Exclusive License Agreement dated as of November 1, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
(19)           
|      | 
|10.31 |  | Preferred Stock Purchase Agreement dated as of December 3, 2009 between ImmunoCellular Therapeutics, Ltd. and Socius Capital Group, LLC d/b/a Socius Life Sciences Capital
Group, LLC. (20)
|      | 
|10.32 |  | Employment Agreement dated as of October 30, 2009 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd. *(21)                                                                      



60



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|      |  |                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33 |  | License Agreement dated as of September 8, 2009 between Roche GlycArt AG (f/k/a) GlycArt Biotechnology AG) and ImmunoCellular Therapeutics, Ltd.  **                   
|      | 
|10.34 |  | Employment Agreement dated as of February 1, 2010 between James G. Bender and ImmunoCellular Therapeutics, Ltd. * **                                                    
|      | 
|10.35 |  | Employment Agreement dated as of February 18, 2010 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd. * **                                                  
|      | 
|10.36 |  | Agreement dated March 1, 2010 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd. * **                                                                            
|      | 
|23.1  |  | Consent of Stonefield Josephson, Inc. **                                                                                                                                
|      | 
|31.1  |  | Certification of the registrants Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**
|      | 
|31.2  |  | Certification of the registrants Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**
|      | 
|32.1  |  | Certification of the registrants Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**     
|      | 
|32.2  |  | Certification of the registrants Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**     



| | Certain portions of the exhibit have been omitted based upon a request for confidential treatment filed by us with the Securities and Exchange Commission. The omitted
portions of the exhibit have been separately filed by us with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------

|** | Filed with this Annual Report on Form 10-K.
|-- | -------------------------------------------

|(1) | Previously filed by us on January 26, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | Previously filed by us on November 3, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Previously filed by us on May 9, 2007 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(4) | Previously filed by us on February 6, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(5) | Previously filed by us on February 12, 2007 as an exhibit to our Registration Statement on Form SB-2, File No. 333-140598, and incorporated herein by
reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Previously filed by us on May 1, 2007 as an exhibit to our Registration Statement on Form SB-2, File No. 333-142480, and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Previously filed by us on July 12, 2007 as an exhibit to our Registration Statement on Form SB-2, File No. 333-144521, and incorporated herein by reference
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Previously filed by us on November 22, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(9) | Previously filed by us on August 14, 2008 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(10) | Previously filed by us on September 14, 2007 as an exhibit to our Registration Statement on Form SB-2/A and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Previously filed by us on March 25, 2008 as an exhibit to our Annual Report on Form 10-KSB and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------



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|(12) | Previously filed by us on November 9, 2007 as an exhibit to our Registration Statement on Form S-8, File No. 333-147278, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Previously filed by us on November 6, 2007 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(14) | Previously filed by us on April 2, 2007 as an exhibit to our Annual Report on Form 10-KSB and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------------------

|(15) | Previously filed by us on April 16, 2008 as an exhibit to our Registration Statement on Form S-1, File No. 333-150277, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Previously filed by us on November 13, 2008 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(17) | Previously filed by us on March 30, 2009 as an exhibit to our Annual Report on Form 10-K and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(18) | Previously filed by us on August 14, 2009 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|---- | ----------------------------------------------------------------------------------------------------------------------------------

|(19) | Previously filed by us on November 13, 2009 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(20) | Previously filed by us on December 7, 2009 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(21) | Previously filed by us on December 23, 2009 as an exhibit to our Registration Statement on Form S-1 and incorporated herein by reference.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |  |  |                                   |  |                                       |  | 
|-------------------- |  |  |  | --------------------------------- |  | ------------------------------------- |  | 
|                     |  |  |  | IMMUNOCELLULAR THERAPEUTICS, LTD.
|                     |  |  | 
|Date: March 30, 2010 |  |  |  | By:                               |  | /s/ Manish Singh                     
|                     |  |  |  |                                   |  | Manish Singh, Ph.D.                  
|                     |  |  |  |                                   |  | President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                |  |                                                                               |  |               
|----------------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|Signature                                       |  | Title                                                                         |  | Date          
|                                                |  |                                                                              
|/s/ Manish Singh Manish Singh, Ph.D.            |  | President, Chief Executive Officer and Director (Principal Executive Officer) |  | March 30, 2010
|                                                |  |                                                                              
|/s/ C. Kirk Peacock C. Kirk Peacock             |  | Chief Financial Officer (Principal Financial and Accounting Officer)          |  | March 30, 2010
|                                                |  |                                                                              
|/s/ Jacqueline Brandwynne Jacqueline Brandwynne |  | Director                                                                      |  | March 30, 2010
|                                                |  |                                                                              
|/s/ Richard A. Cowell Richard A. Cowell         |  | Director                                                                      |  | March 30, 2010
|                                                |  |                                                                              
|/s/ Navdeep Jaikaria Navdeep Jaikaria, Ph.D.    |  | Director                                                                      |  | March 30, 2010
|                                                |  |                                                                              
|/s/ Robert L. Martuza Robert L. Martuza, M.D.   |  | Director                                                                      |  | March 30, 2010
|                                                |  |                                                                              
|/s/ John Yu John Yu, M.D.                       |  | Director                                                                      |  | March 30, 2010



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ImmunoCellular Therapeutics, Ltd.

(a Development Stage Company)

Index to Financial Statements



|                                                                                                                                                               |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                               |  | Page
|Financial Statements:                                                                                                                                          |  |     
|                                                                                                                                                               | 
|Report of Independent Registered Public Accounting Firm                                                                                                        |  | F-2 
|Balance Sheets as of December 31, 2009 and 2008                                                                                                                |  | F-3 
|Statements of Operations for each of the three fiscal years in the period ended December 
31, 2009 and from February 25, 2004 (Inception) to December 31, 2009 |  | F-4 
|Statements of Shareholders Equity (Deficit) for each of the six years in the period ended December 
31, 2009                                                   |  | F-5 
|Statements of Cash Flows for each of the three years in the period ended December 
31, 2009 and from February 25, 2004 (Inception) to December 31, 2009        |  | F-6 
|Notes to Consolidated Financial Statements                                                                                                                     |  | F-7 



F-1



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

Board of Directors

ImmunoCellular Therapeutics,
Ltd.

Woodland Hills, California

We
have audited the accompanying balance sheets of ImmunoCellular Therapeutics, Ltd. (a development stage company) as of December 31, 2008 and 2009 and the related statements of operations, shareholders equity (deficit) and cash flows for
the years ended December 31, 2007, 2008 and 2009 and for the period from inception of operations (February 25, 2004) to December 31, 2009. These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were
not engaged to perform an audit of the Companys internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ImmunoCellular Therapeutics, Ltd. as of December 31, 2008 and 2009 and the results of its operations and its cash flows for the years ended December 31, 2007, 2008 and 2009 and
for the period from inception of operations (February 25, 2004) to December 31, 2009 in conformity with U.S. generally accepted accounting principles.

/s/ Stonefield Josephson, Inc.

Los Angeles, California

March 29, 2010



F-2



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##### Table of Contents

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Balance Sheets



|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                                                          |  | December 31,2008 |             |   | December 31,2009 |  
|Assets                                                                                                                                                                                    |  |                  |             |   |                  |   |             |  
|Current assets:                                                                                                                                                                           |  |                  |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                                                                                 |  | $                | 85,290      |   |                  | $ | 331,353     |  
|Short-term investments                                                                                                                                                                    |  |                  | 3,000,000   |   |                  |   | 1,075,903   |  
|Other assets                                                                                                                                                                              |  |                  | 27,642      |   |                  |   | 21,903      |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Total current assets                                                                                                                                                                      |  |                  | 3,112,932   |   |                  |   | 1,429,159   |  
|Fixed assets, net                                                                                                                                                                         |  |                  | 8,012       |   |                  |   | 5,428       |  
|Deferred financing costs                                                                                                                                                                  |  |                  |            |   |                  |   | 30,282      |  
|Other assets                                                                                                                                                                              |  |                  | 7,438       |   |                  |   | 7,847       |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Total assets                                                                                                                                                                              |  | $                | 3,128,382   |   |                  | $ | 1,472,716   |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Liability and Shareholders Equity (Deficit)                                                                                                                                              |  |                  |             |   |                  |   |             |  
|Current liabilities:                                                                                                                                                                      |  |                  |             |   |                  |   |             |  
|Accounts payable                                                                                                                                                                          |  | $                | 132,949     |   |                  | $ | 225,601     |  
|Accrued liabilities                                                                                                                                                                       |  |                  | 55,097      |   |                  |   | 150,120     |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Total current liabilities                                                                                                                                                                 |  |                  | 188,046     |   |                  |   | 375,721     |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Commitments and contingencies                                                                                                                                                             |  |                  |            |   |                  |   |            |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Shareholders equity (deficit):                                                                                                                                                           |  |                  |             |   |                  |   |             |  
|Common stock, $0.0001 par value; 74,000,000 shares authorized; 12,682,493 shares and 14,867,842 shares issued and outstanding as
of December 31, 2008 and December 31, 2009, respectively |  |                  | 12,682      |   |                  |   | 14,868      |  
|Preferred stock $0.0001 par value, 1,000,000 shares authorized; 0 shares outstanding as of December 31, 2008 and
December 31, 2009                                                        |  |                  |            |   |                  |   |            |  
|Additional paid in capital                                                                                                                                                                |  |                  | 15,012,595  |   |                  |   | 15,845,941  |  
|Promissory note                                                                                                                                                                           |  |                  |            |   |                  |   | (52,668     | )
|Deficit accumulated during the development stage                                                                                                                                          |  |                  | (12,084,941 | ) |                  |   | (14,711,146 | )
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Total shareholders equity                                                                                                                                                                |  |                  | 2,940,336   |   |                  |   | 1,096,995   |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  
|Total liabilities and shareholders equity                                                                                                                                                |  | $                | 3,128,382   |   |                  | $ | 1,472,716   |  
|                                                                                                                                                                                          |  |                  |             |   |                  |   |             |  

The accompanying notes are an integral part of these financial statements.



F-3



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##### Table of Contents

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Statements of Operations



|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|--------------------------------------------------------------- |  | --------------------------------- | ---------- | - | --------------------------------- | - | ---------- | --------------------------------- |  | - | ---------------------------------------------- | - |  | - | ----------- | -
|                                                                |  | For the YearEndedDecember 31,2007 |            |   | For the YearEndedDecember 31,2008 |   |            | For the YearEndedDecember 31,2009 |  |   | February 25,2004(Inception) toDecember 31,2009 |  
|Revenues                                                        |  | $                                 |           |   |                                   | $ |           |                                   |  | $ | 300,000                                        |   |  | $ | 300,000     |  
|Expenses:                                                       |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Research and development                                        |  |                                   | 77,857     |   |                                   |   | 1,296,772  |                                   |  |   | 962,526                                        |   |  |   | 3,267,637   |  
|Merger costs                                                    |  |                                   |           |   |                                   |   |           |                                   |  |   |                                               |   |  |   | 73,977      |  
|Stock-based compensation for general and administrativeservices |  |                                   | 1,296,714  |   |                                   |   | 513,357    |                                   |  |   | 308,303                                        |   |  |   | 6,222,019   |  
|General and administrative                                      |  |                                   | 946,022    |   |                                   |   | 1,366,146  |                                   |  |   | 1,677,421                                      |   |  |   | 4,509,197   |  
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Total expenses                                                  |  |                                   | 2,320,593  |   |                                   |   | 3,176,275  |                                   |  |   | 2,948,250                                      |   |  |   | 14,072,830  |  
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Loss before other income and income taxes                       |  |                                   | (2,320,593 | ) |                                   |   | (3,176,275 | )                                 |  |   | (2,648,250                                     | ) |  |   | (13,772,830 | )
|                                                                |  |                                   |            |  
|Other income:                                                   |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Interest income                                                 |  |                                   | 162,040    |   |                                   |   | 116,545    |                                   |  |   | 22,045                                         |   |  |   | 330,684     |  
|Change in fair value of warrant liability                       |  |                                   | (1,456,200 | ) |                                   |   |           |                                   |  |   |                                               |   |  |   | (1,269,000  | )
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|                                                                |  |                                   | (1,294,160 | ) |                                   |   | (3,059,730 | )                                 |  |   | (2,626,205                                     | ) |  |   | (14,711,146 | )
|                                                                |  |                                   |            |  
|Loss before income taxes                                        |  |                                   | (3,614,753 | ) |                                   |   | (3,059,730 | )                                 |  |   | (2,626,205                                     | ) |  |   | (14,711,146 | )
|                                                                |  |                                   |            |  
|Income taxes                                                    |  |                                   |           |   |                                   |   |           |                                   |  |   |                                               |   |  |   |            |  
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Net loss                                                        |  | $                                 | (3,614,753 | ) |                                   | $ | (3,059,730 | )                                 |  | $ | (2,626,205                                     | ) |  | $ | (14,711,146 | )
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Weighted average number of shares:                              |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Basic and diluted                                               |  |                                   | 10,853,406 |   |                                   |   | 12,540,301 |                                   |  |   | 13,719,991                                     |   |  |   | 9,948,426   |  
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Earnings (loss) per share:                                      |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Basic and diluted                                               |  | $                                 | (0.33      | ) |                                   | $ | (0.24      | )                                 |  | $ | (0.19                                          | ) |  | $ | (1.48       | )
|                                                                |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  

The accompanying notes are an integral part of these financial statements.



F-4



---

##### Table of Contents

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Statements of Shareholders Equity (Deficit)



|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|----------------------------------------------------------------------------------------------------- |  | ------------ | - |  | -------------------- | ------ | - | ---------- | - | ---------- | --------------------------------------- |  | - | ------- | - |  | - | ----------- | - |  | - | ---------- | -
|                                                                                                      |  | Common Stock |   |  | Additional Paid  In |        |   | Promissory |   |            | DeficitAccumulatedDuring theDevelopment |  |   | Total   |  
|                                                                                                      |  | Shares       |   |  | Amount               |        |   | Capital    |   |            | Note                                    |  |   | Stage   |   | 
|Initial capitalization at $0.00002 per share                                                          |  | 6,256,500    |   |  | $                    | 97     |   |            | $ |           |                                         |  | $ |        |   |  | $ |            |   |  | $ | 97         |  
|                                                                                                      |  |              |   |  |                      |       
|Common stock issued for cash during 2004 at $0.00078 per share                                        |  | 193,500      |   |  |                      | 150    |   |            |   |           |                                         |  |   |        |   |  |   |            |   |  |   | 150        |  
|Net loss                                                                                              |  |             |   |  |                      |       |   |            |   |           |                                         |  |   |        |   |  |   | (11,741     | ) |  |   | (11,741    | )
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|Balance at December 31, 2004                                                                          |  | 6,450,000    |   |  |                      | 247    |   |            |   |           |                                         |  |   |        |   |  |   | (11,741     | ) |  |   | (11,494    | )
|                                                                                                      |  |              |   |  |                      |       
|Common stock issued for cash during 2005 at $0.19 per share                                           |  | 387,000      |   |  |                      | 6,590  |   |            |   | 68,410     |                                         |  |   |        |   |  |   |            |   |  |   | 75,000     |  
|Common stock issued for cash during 2005 at $0.32 per share                                           |  | 154,800      |   |  |                      | 155    |   |            |   | 49,845     |                                         |  |   |        |   |  |   |            |   |  |   | 50,000     |  
|Common stock issued for research and development during 2005 at $0.99 per share                       |  | 154,800      |   |  |                      | 155    |   |            |   | 152,605    |                                         |  |   |        |   |  |   |            |   |  |   | 152,760    |  
|Net loss                                                                                              |  |             |   |  |                      |       |   |            |   |           |                                         |  |   |        |   |  |   | (246,004    | ) |  |   | (246,004   | )
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|Balance at December 31, 2005                                                                          |  | 7,146,600    |   |  |                      | 7,147  |   |            |   | 270,860    |                                         |  |   |        |   |  |   | (257,745    | ) |  |   | 20,262     |  
|                                                                                                      |  |              |   |  |                      |       
|Common stock issued for services during 2006 at $0.50 per share                                       |  | 73,093       |   |  |                      | 73     |   |            |   | 36,473     |                                         |  |   |        |   |  |   |            |   |  |   | 36,546     |  
|Common stock issued for cash during 2006 in private placements at $1.00 per share, net of redemptions |  | 1,510,000    |   |  |                      | 1,510  |   |            |   | 547,890    |                                         |  |   |        |   |  |   |            |   |  |   | 549,400    |  
|Common stock issued for research and development during 2006 at $1.00 per share                       |  | 694,000      |   |  |                      | 694    |   |            |   | 693,306    |                                         |  |   |        |   |  |   |            |   |  |   | 694,000    |  
|Shares issued in connection with reverse merger                                                       |  | 825,124      |   |  |                      | 825    |   |            |   | (825       | )                                       |  |   |        |   |  |   |            |   |  |   |           |  
|Shares cancelled in connection with the sale of Optical Molecular Imaging, Inc.                       |  | (2,059,100   | ) |  |                      | (2,059 | ) |            |   | (62,941    | )                                       |  |   |        |   |  |   |            |   |  |   | (65,000    | )
|Exercise of stock options                                                                             |  | 10,062       |   |  |                      | 10     |   |            |   | 3,512      |                                         |  |   |        |   |  |   |            |   |  |   | 3,522      |  
|Stock based compensation (options)                                                                    |  |             |   |  |                      |       |   |            |   | 4,103,645  |                                         |  |   |        |   |  |   |            |   |  |   | 4,103,645  |  
|Net loss                                                                                              |  |             |   |  |                      |       |   |            |   |           |                                         |  |   |        |   |  |   | (5,152,713  | ) |  |   | (5,152,713 | )
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|Balance at December 31, 2006                                                                          |  | 8,199,779    |   |  |                      | 8,200  |   |            |   | 5,591,920  |                                         |  |   |        |   |  |   | (5,410,458  | ) |  |   | 189,662    |  
|                                                                                                      |  |              |   |  |                      |       
|Common stock issued for cash during 2007 in private placements at $1.50 per share                     |  | 3,531,603    |   |  |                      | 3,531  |   |            |   | 4,888,955  |                                         |  |   |        |   |  |   |            |   |  |   | 4,892,486  |  
|Exercise of stock options                                                                             |  | 51,111       |   |  |                      | 51     |   |            |   | (51        | )                                       |  |   |        |   |  |   |            |   |  |   |           |  
|Reclassification of warrant derivative liability                                                      |  |             |   |  |                      |       |   |            |   | 2,233,600  |                                         |  |   |        |   |  |   |            |   |  |   | 2,233,600  |  
|Stock based compensation (options)                                                                    |  |             |   |  |                      |       |   |            |   | 1,296,714  |                                         |  |   |        |   |  |   |            |   |  |   | 1,296,714  |  
|Net loss                                                                                              |  |             |   |  |                      |       |   |            |   |           |                                         |  |   |        |   |  |   | (3,614,753  | ) |  |   | (3,614,753 | )
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|Balance at December 31, 2007                                                                          |  | 11,782,493   |   |  |                      | 11,782 |   |            |   | 14,011,138 |                                         |  |   |        |   |  |   | (9,025,211  | ) |  |   | 4,997,709  |  
|                                                                                                      |  |              |   |  |                      |       
|Common stock issued for research and development during 2008 at $0.53 per share                       |  | 800,000      |   |  |                      | 800    |   |            |   | 423,200    |                                         |  |   |        |   |  |   |            |   |  |   | 424,000    |  
|Common stock issued for research and development during 2008 at $0.65 per share                       |  | 100,000      |   |  |                      | 100    |   |            |   | 64,900     |                                         |  |   |        |   |  |   |            |   |  |   | 65,000     |  
|Stock based compensation (options)                                                                    |  |             |   |  |                      |       |   |            |   | 513,357    |                                         |  |   |        |   |  |   |            |   |  |   | 513,357    |  
|Net loss                                                                                              |  |             |   |  |                      |       |   |            |   |           |                                         |  |   |        |   |  |   | (3,059,730  | ) |  |   | (3,059,730 | )
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|Balance at December 31, 2008                                                                          |  | 12,682,493   |   |  |                      | 12,682 |   |            |   | 15,012,595 |                                         |  |   |        |   |  |   | (12,084,941 | ) |  |   | 2,940,336  |  
|                                                                                                      |  |              |   |  |                      |       
|Exercise of warrants                                                                                  |  | 1,970,992    |   |  |                      | 1,971  |   |            |   | 460,777    |                                         |  |   |        |   |  |   |            |   |  |   | 462,748    |  
|Exercise of stock options                                                                             |  | 214,357      |   |  |                      | 215    |   |            |   | 64,267     |                                         |  |   | (52,668 | ) |  |   |            |   |  |   | 11,814     |  
|Stock based compensation (options)                                                                    |  |             |   |  |                      |       |   |            |   | 308,302    |                                         |  |   |        |   |  |   |            |   |  |   | 308,302    |  
|Net loss                                                                                              |  |             |   |  |                      |       |   |            |   |           |                                         |  |   |        |   |  |   | (2,626,205  | ) |  |   | (2,626,205 | )
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  
|Balance at December 31, 2009                                                                          |  | 14,867,842   |   |  | $                    | 14,868 |   |            | $ | 15,845,941 |                                         |  | $ | (52,668 | ) |  | $ | (14,711,146 | ) |  | $ | 1,096,995  |  
|                                                                                                      |  |              |   |  |                      |        |   |            |   |            |                                         |  |   |         |   |  |   |             |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.



F-5



---

##### Table of Contents

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Condensed Statements of Cash Flows



|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|--------------------------------------------------------------------------- |  | --------------------------------- | ---------- | - | --------------------------------- | - | ---------- | --------------------------------- |  | - | ---------------------------------------------- | - |  | - | ----------- | -
|                                                                            |  | For the YearEndedDecember 31,2007 |            |   | For the YearEndedDecember 31,2008 |   |            | For the YearEndedDecember 31,2009 |  |   | February 25,2004(Inception) toDecember 31,2009 |  
|Cash flows from operating activities:                                       |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Net loss                                                                    |  | $                                 | (3,614,753 | ) |                                   | $ | (3,059,730 | )                                 |  | $ | (2,626,205                                     | ) |  | $ | (14,711,146 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Depreciation and amortization                                               |  |                                   |           |   |                                   |   | 2,075      |                                   |  |   | 3,397                                          |   |  |   | 5,472       |  
|Change in fair value of warrant liability                                   |  |                                   | 1,456,200  |   |                                   |   |           |                                   |  |   |                                               |   |  |   | 1,269,000   |  
|Stock based compensation                                                    |  |                                   | 1,296,714  |   |                                   |   | 513,357    |                                   |  |   | 308,303                                        |   |  |   | 6,222,019   |  
|Common stock issued for services                                            |  |                                   |           |   |                                   |   |           |                                   |  |   |                                               |   |  |   | 36,546      |  
|Common stock issued for research and development                            |  |                                   |           |   |                                   |   | 489,000    |                                   |  |   |                                               |   |  |   | 1,335,760   |  
|Changes in assets and liabilities:                                          |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Other assets                                                                |  |                                   | (20,141    | ) |                                   |   | (5,440     | )                                 |  |   | (24,951                                        | ) |  |   | (60,031     | )
|Accounts payable                                                            |  |                                   | (45,004    | ) |                                   |   | 102,753    |                                   |  |   | 92,652                                         |   |  |   | 225,601     |  
|Accrued liabilities                                                         |  |                                   | 14,981     |   |                                   |   | 12,538     |                                   |  |   | 95,023                                         |   |  |   | 150,120     |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Net cash used in operating activities:                                      |  |                                   | (912,003   | ) |                                   |   | (1,945,447 | )                                 |  |   | (2,151,781                                     | ) |  |   | (5,526,659  | )
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Cash flows from investing activities:                                       |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Sale (purchase) of short-term investments, net                              |  |                                   |           |   |                                   |   | (3,000,000 | )                                 |  |   | 1,924,097                                      |   |  |   | (1,075,903  | )
|Purchase of property and equipment                                          |  |                                   |           |   |                                   |   | (10,087    | )                                 |  |   | (813                                           | ) |  |   | (50,900     | )
|Cash paid for sale of OMI                                                   |  |                                   |           |   |                                   |   |           |                                   |  |   |                                               |   |  |   | (25,000     | )
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Net cash provided by (used in) investing activities:                        |  |                                   |           |   |                                   |   | (3,010,087 | )                                 |  |   | 1,923,284                                      |   |  |   | (1,151,803  | )
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Cash flows from financing activities:                                       |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Advances from shareholders                                                  |  |                                   |           |   |                                   |   |           |                                   |  |   |                                               |   |  |   |            |  
|Exercise of stock options                                                   |  |                                   |           |   |                                   |   |           |                                   |  |   | 11,812                                         |   |  |   | 15,334      |  
|Exercise of warrant                                                         |  |                                   |           |   |                                   |   |           |                                   |  |   | 462,748                                        |   |  |   | 462,748     |  
|Proceeds from issuance of common stock under private placement              |  |                                   | 4,892,486  |   |                                   |   |           |                                   |  |   |                                               |   |  |   | 6,406,486   |  
|Proceeds from issuance of common stock                                      |  |                                   |           |   |                                   |   |           |                                   |  |   |                                               |   |  |   | 125,247     |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Net cash provided by financing activities                                   |  |                                   | 4,892,486  |   |                                   |   |           |                                   |  |   | 474,560                                        |   |  |   | 7,009,815   |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Increase in cash and cash equivalents                                       |  |                                   | 3,980,483  |   |                                   |   | 4,955,534  |                                   |  |   | 246,063                                        |   |  |   | 331,353     |  
|Cash and cash equivalents at beginning of period                            |  |                                   | 1,060,341  |   |                                   |   | (5,040,824 | )                                 |  |   | 85,290                                         |   |  |   |            |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Cash and cash equivalents at end of period                                  |  | $                                 | 5,040,824  |   |                                   | $ | 85,290     |                                   |  | $ | 331,353                                        |   |  | $ | 331,353     |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Supplemental cash flows disclosures:                                        |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Interest expense paid                                                       |  | $                                 |           |   |                                   | $ |           |                                   |  | $ |                                               |   |  | $ |            |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  
|Income taxes paid                                                           |  | $                                 |           |   |                                   | $ |           |                                   |  | $ |                                               |   |  | $ |            |  
|                                                                            |  |                                   |            |   |                                   |   |            |                                   |  |   |                                                |   |  |   |             |  

The accompanying notes are an integral part of these financial statements.



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ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Notes to Financial Statements

1. Nature of Organization and Development Stage
Operations

ImmunoCellular Therapeutics, Ltd. (the Company) is a development stage company that is seeking to develop and commercialize new
therapeutics to fight cancer using the immune system.

In February 2008, the Company entered into an Agreement with Molecular Discoveries LLC
(Molecular Discoveries), covering the Companys acquisition of certain monoclonal antibody related technology owned by Molecular Discoveries and completed the acquisition of the technology on that date. The Molecular Discoveries
agreement also was acknowledged and agreed to by Dr. Cohava Gelber, an inventor of the technology acquired by the Company under this agreement and an equity owner of Molecular Discoveries.

The technology acquired under the Molecular Discoveries agreement and now owned by the Company consists of (i) a platform technology referred to by
Molecular Discoveries as DIAAD for the potentially rapid discovery of monoclonal antibodies to detect and treat cancer and other chronic diseases and (ii) certain monoclonal antibody candidates for the potential detection and treatment of
multiple myeloma, small cell lung, pancreatic and ovarian cancers. The monoclonal antibodies are covered by issued patents and pending patent applications in the fields of multiple myeloma, small cell lung and ovarian cancers.

As provided in the Molecular Discoveries agreement, the consideration for the intellectual property and related assets comprising the technology acquired by
the Company consisted of (i) the issuance of 800,000 shares of the Companys common stock to Molecular Discoveries and (ii) the reimbursement by the Company to Molecular Discoveries or its managing member of $250,000 of previously
incurred patent expenses. Molecular Discoveries has agreed that it will not publicly resell more than 100,000 shares in any 90-day period. To secure Molecular Discoveriess potential obligations to the Company under the Molecular Discoveries
agreement, all of the shares were placed in escrow, with 400,000 shares subject to release after one year and the balance after two years from the closing of the transaction.

Since the Companys inception on February 25, 2004, the Company has been primarily engaged in the acquisition of certain intellectual property, together with development of its product
candidates and the recent clinical testing activities for one of its vaccine product candidates, and has not generated any recurring revenues. As a result, the Company has incurred operating losses and, as of December 31, 2009, the Company had
an accumulated deficit of $14,711,146. The Company expects to incur significant research, development and administrative expenses before any of its products can be launched and recurring revenues generated.

2. Summary of Significant Accounting Policies

Cash and cash equivalents  The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents.

Short-Term Investments  As of December 31, 2008 and December 31, 2009, the Company had $3,000,000 and $1,075,903, respectively, of certificates of deposit. These securities were
fully covered by FDIC insurance and mature within the next six months. They are classified as held-to-maturity and under ASC Topic 320, Investments in Debt Securities, are measured at cost since the Company has the intent and ability to hold these
securities to maturity.



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Property and Equipment  Property and equipment are stated at cost and depreciated using the
straight-line methods based on the estimated useful lives (generally three to five years) of the related assets. Computer and computer equipment are depreciated over 3 years. Management continuously monitors and evaluates the realizability of
recorded long-lived assets to determine whether their carrying values have been impaired. The Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the
nondiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. Any impairment loss is measured by comparing the fair value of the asset to its carrying amount. Repairs and maintenance costs are
expensed as incurred.

Research and Development Costs  Research and development expenses consist of costs incurred for direct
research and development and are expensed as incurred.

Stock Based Compensation  In Financial Accounting Standards Board (FASB)
ASC Topic 718, Share Based Payment requires that the cost resulting for all share-based payment transactions be recognized in the Companys consolidated financial statements.

Fair value was estimated at the date of grant using the Black-Scholes pricing model, with the following weighted average assumptions:



|                        |  |                            |   |  |                            |   |  |                            |  
|----------------------- |  | -------------------------- | - |  | -------------------------- | - |  | -------------------------- | -
|                        |  | Year EndedDecember 31,2007 |   |  | Year EndedDecember 31,2008 |   |  | Year EndedDecember 31,2009 |  
|Risk-free interest rate |  | 4.56                       | % |  | 2.65                       | % |  | 1.40                       | %
|Expected dividend yield |  | None                       |   |  | None                       |   |  | None                       |  
|Expected life           |  | 3.0 years                  |   |  | 3.9 years                  |   |  | 3.8 years                  |  
|Expected volatility     |  | 100.0                      | % |  | 100.0                      | % |  | 118.0                      | %

The weighted-average
grant-date fair value of options granted during the years ended December 31, 2007, 2008 and 2009 was $0.73, $0.35 and $0.32, respectively.

The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. The Company has not declared or paid any dividends and
does not currently expect to do so in the future. The expected term of options represents the period that our stock-based awards are expected to be outstanding and was determined based on projected holding periods for the remaining unexercised
shares. Consideration was given to the contractual terms of our stock-based awards, vesting schedules and expectations of future employee behavior. Expected volatility is based on market prices of traded options for comparable entities within our
industry.



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The Companys stock price volatility and option lives involve managements best estimates, both of
which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option.

When options are exercised, our policy is to issue previously unissued shares of common stock to satisfy share option exercises. As of December 31, 2009, the Company had 57.9 million shares of
authorized but unissued common stock.

No tax benefits were attributed to the stock-based compensation expense because a valuation allowance
was maintained for substantially all net deferred tax assets.

Income Taxes  The Company accounts for federal and state income
taxes in accordance with ASC Topic 740, Accounting for Income Taxes. Under the liability method, a deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and
liabilities, as measured by the enacted tax rates. The Companys provision for income taxes represents the amount of taxes currently payable, if any, plus the change in the amount of net deferred tax assets or liabilities. A valuation allowance
is provided against net deferred tax assets if recoverability is uncertain on a more likely than not basis. FASB ASC 740, Income Taxes, (ASC 740), clarifies the accounting for uncertainty in income tax positions (tax
positions). The provisions of ASC 740 require the Company to recognize in its financial statements the impact of a tax position if the position will more likely than not be sustained upon examination by a taxing authority, based on the
technical merits of the position. In the initial year of adoption, ASC 740 provides that the cumulative effect of this change in accounting principal, if any, be recorded as an adjustment to opening retained earnings. The Company adopted the
provisions of ASC 740 effective January 1, 2007. The adoption of the provisions of ASC 740 had no effect on the Companys financial statements. The Companys policy is to recognize interest related to unrecognized tax benefits as interest
expense and penalties as operating expenses. The Company is not currently under examination by any taxing authority nor has it been notified of an impending examination.

The Company recognizes interest and penalties for uncertain tax positions in income tax expense. Upon adoption and as of December 31, 2009, the Company had no interest and penalty accrual or expense.

Fair Value of Financial Instruments  The carrying amounts reported in the balance sheets for cash, cash equivalents and
short-term investments approximate their fair values.

Use of Estimates  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions about the future outcome of current transactions which may affect the reporting and disclosure of these transactions.
Accordingly, actual results could differ from those estimates used in the preparation of these financial statements.



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Basic and Diluted Loss per Common Share  Basic and diluted loss per common share are computed
based on the weighted average number of common shares outstanding. Common share equivalents (which consist of options and warrants) are excluded from the computation of diluted loss per share since the effect would be antidilutive. Common share
equivalents which could potentially dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, totaled 15,057,667 shares, 16,113,917 shares and 10,555,927 shares at December 31,
2007, December 31, 2008 and December 31, 2009, respectively.

Recently Issued Accounting StandardsIn June
2009, the FASB, issued the FASB Accounting Standards Codification. All existing accounting standard documents were superceded by the Codification and the Codification became the source of all authoritative generally accepted accounting principles,
or GAAP, except for rules and interpretive releases from the SEC, which are still sources of authoritative GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. All other non-grandfathered, non-SEC
accounting literature not included in the Codification has become nonauthoritative. The Codification is effective for interim or annual periods ending after September 15, 2009, and the Company is using the new guidelines and numbering systems
prescribed by the Codification when referring to GAAP in these financial statements for the period ended September 30, 2009. As the Codification was not intended to change or alter existing GAAP, it did not have any impact on the Companys
financial position or results of operations.

On January 1, 2009, the Company adopted ASC Topic 805, Accounting for Assets Acquired
and Liabilities Assumed in a Business Combination that Arises from Contingencies, to require that assets and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably
estimated. The adoption of this provision did not have a material impact on the Companys financial statements.

Reclassifications
 Certain prior year items have been reclassified to conform to current year presentation.

3. Property and Equipment

As of December 31, 2008 and December 31, 2009, $10,087 and $10,900 of equipment had been placed into service, respectively. Depreciation expense
was zero, $2,075 and $3,397 for the years ended December 31, 2007, December 31, 2008 and December 31, 2009, respectively. Depreciation expense was $5,472 for the period from February 25, 2004 (date of inception) to
December 31, 2009.

4. Related-Party Transactions

Cedars-Sinai Medical Center License Agreement

In November 2006, the Company entered into a
license agreement with Cedars-Sinai Medical Center (Cedars-Sinai) under which the Company acquired an exclusive, worldwide license to its technology for use as cellular therapies, including cancer stem cell and dendritic cell-based
vaccines for neurological disorders that include brain tumors and neurodegenerative disorders and other cancers. This technology is covered by a number of pending U.S. and foreign patent applications, and the term of the license will be until the
last to expire of any patents that are issued covering this technology.



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As an upfront licensing fee, the Company issued Cedars-Sinai 694,000 shares of its common stock and paid
Cedars-Sinai $62,000. Additional specified milestone payments will be required to be paid to Cedars-Sinai when the Company initiates patient enrollment in its first Phase III clinical trial and when it receives FDA marketing approval for its
first product.

The Company has agreed to pay Cedars-Sinai specified percentages of all of its sublicensing income and gross revenues from
sales of products based on the licensed technology, subject to a reduction if it must make any payments to any third party whose proprietary rights would be infringed by sale of the products. To maintain its rights to the licensed technology, the
Company must meet certain development and funding milestones. These milestones include, among others, commencing a Phase I clinical trial for a product candidate by March 31, 2007 and raising at least $5,000,000 in funding from equity or
other sources by December 31, 2008. The Company satisfied the foregoing funding requirement in 2007 and commenced a Phase I clinical trial in May 2007, which was within the applicable cure period for the milestone requirement. Through
December 31, 2009, the Company has paid Cedars-Sinai a total of $166,660 in connection with the Phase I clinical trial. The Company also was required to commence a Phase II clinical trial for a product candidate by December 31,
2008 and a waiver of this requirement was obtained from Cedars-Sinai (see Second Amendment below).

On June 16, 2008, the Company entered
into a First Amendment to Exclusive License Agreement (the Amendment) with Cedars-Sinai. The Amendment amended the License Agreement to include in the Companys exclusive license from Cedars-Sinai under that agreement an epitope to
CD133 and certain related intellectual property. This technology will be covered by a U.S. patent application that will be filed by the parties. Pursuant to the Amendment, the Company issued Cedars-Sinai 100,000 shares of the Companys common
stock as an additional license fee for the licensed CD133 epitope technology, which will be subject to the royalty and other terms of the License Agreement.

On July 22, 2009, the Company entered into a Second Amendment to Exclusive License Agreement (the Second Amendment) with Cedars-Sinai to become effective August 1, 2009. The Second
Amendment amended the License Agreement to revise the milestones set forth in the License Agreement that the Company must achieve in order to maintain its license rights under that agreement. The revised milestones include the replacement of a
milestone that required commencement of a Phase II clinical trial for the Companys first product candidate by no later than December 31, 2008 with milestones that require commencement of a Phase I clinical trial for the Companys
second product candidate by no later than June 30, 2010 and commencement of a Phase II clinical trial for one of the Companys product candidates by no later than March 31, 2012.

Legal Costs

As of December 31, 2008
and December 31, 2009, the Company was indebted to TroyGould PC, a shareholder, for legal services of $36,987 and $81,708, respectively, which are included in accrued expenses and accounts payable on the accompanying balance sheets. Legal
services provided by the shareholder for the period from February 25, 2004 (date of inception) to September 30, 2009 were approximately $1,104,000.

5. Commitments and Contingencies

Operating Lease

In January 2009, the Company renewed its one-year lease through February 28, 2010 at a monthly rental rate of $2,894, which at the expiration of the
lease, the rental is paid on a month-to-month basis.



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Employment Agreements

Effective as of February 18, 2009, the Company entered into an employment agreement with Dr. Manish Singh pursuant to which Dr. Singh will continue to serve on a full-time basis as the
Companys President and Chief Executive Officer for a one-year term commencing February 18, 2009. The Company is required under the Employment Agreement to use its commercially reasonable efforts to have Dr. Singh continue to serve as
a member of the Companys Board of Directors during the term of the Employment Agreement.

The Employment Agreement provides for an
annual base salary of $250,000, payable bi-weekly, and cash bonuses of (1) $50,000 if the Company completes a financing, a strategic alliance or a merger or acquisition that generates at least $2,500,000 of net proceeds (after commissions)
during the term of the agreement; (2) $100,000 if the Company completes a financing, a strategic alliance or a merger or acquisition that generates at least $5,000,000 of net proceeds (after commissions) during the term of the agreement; or
(3) $200,000 if the Company completes a financing, a strategic alliance or a merger or acquisition that generates at least $10,000,000 of net proceeds (after commissions) during the term of the agreement. The total cash bonus payable shall not
exceed $200,000. Pursuant to the Employment Agreement, the Company granted Dr. Singh a seven-year nonqualified stock option on February 18, 2009 under the Companys Equity Plan (the Plan) to purchase 700,000 shares of the
Companys common stock at an exercise price of $0.15 per share. The option shall vest (i) as to 300,000 shares in twelve equal monthly installments of 25,000 shares each over the twelve-month period from and immediately following the grant
date, (ii) as to 200,000 shares if the Company achieves during term of the agreement either (a) a volume weighted average trading price for its common stock of greater than $1.00 for any 30-day period during the term of the agreement on
average daily trading volume of at least 10,000 shares, or (b) working capital at the end of the term of the agreement of at least $5,000,000; and (iii) as to 200,000 shares if the Company achieves during term of the agreement either
(a) a volume weighted average trading price for its common stock of greater than $1.50 for any 30-day period during the term of the agreement on average daily trading volume of at least 10,000 shares or (b) working capital at the end of
the term of the agreement of at least $8,000,000. The option may be exercised during the period that Dr. Singh provides services to the Company and for 24 months after termination for any reason except termination for cause by the Company,
provided that such exercise is within the seven-year term of the option.

In the event that the Company terminates the Employment Agreement
without cause or does not extend the Employment Agreement upon its expiration for an additional one-year term or Dr. Singh terminates the Employment Agreement due to (1) his principal place of work for the Company being relocated by more
than 50 miles, (2) a material change in his duties, (3) a failure by the Company to pay him any of his contractual compensation, or (4) a constructive termination of Dr. Singh or unlawful harassment or retaliation against him,
then the Company upon such termination will be required to make a lump sum payment to Dr. Singh equal to six months of his base annual salary and 50% of the shares covered by his option (or 100% of all such shares if the Company is not the
surviving entity in a Corporate Transaction, as defined by the Plan, that have not yet vested will immediately become vested.

In the event
the Company completes a merger in which Dr. Singh is offered an executive position with the Company or surviving corporation for at least a one-year term, with an annual base salary of $250,000 and a cash bonus and option compensation package
having an aggregate value of at least $75,000 (as determined in good faith by the Company or surviving corporation), Dr. Singh will not be entitled to terminate the Employment Agreement based on a change in duties and responsibilities or a
location change.



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Consulting Agreements

Effective as of October 30, 2008, the Company renewed, under similar terms, the consulting agreement with C. Kirk Peacock under which Mr. Peacock agreed to serve as Chief Financial Officer for a
one-year term, subject to earlier termination by the Company or Mr. Peacock on 30 days notice. Mr. Peacock will provide his services to the Company on a part-time basis. Under the agreement with Mr. Peacock, Mr. Peacock will be
paid $8,000 per month and was granted an option to purchase 50,000 shares of common stock, which will vest monthly over a one-year period, and exercisable within its term during the period Mr. Peacock provides services to the Company and for 24
months after the grantee ceases providing services for any reason other than termination by the Company for cause. Effective May 2009, the consulting agreement dated October 30, 2008 with C. Kirk Peacock was amended to reduce the amount to be
paid to $6,000 per month. No other terms of the agreement were changed.

Effective October 30, 2009, the Company renewed the Consulting
Agreement with Mr. Peacock under which he will continue to serve on a part-time basis as the Companys Chief Financial Officer for a one-year term. Under this agreement, Mr. Peacock receives a monthly salary of $6,000 and was granted
a seven-year non-qualified option to purchase 56,000 shares of the Companys common stock at a price of $0.80 per share, with 50,000 shares covered by such option to vest in equal monthly installments over the one-year term of the agreement and
with 50% of any those then unvested option shares to become vested if Mr. Peacocks services are terminated by the Company without cause.

Provided that by October 29, 2010, all of the Companys internal documentation and internal testing necessary to subsequently complete the Companys Sarbanes-Oxley Section 404 audit has been finished, the Company will
pay Mr. Peacock an additional $6,000 and a further 6,000 of his option shares will become vested. All vested shares covered by the option will be exercisable for 24 months after termination of Mr. Peacocks services for any reason
other than termination by the Company for cause.

Effective September 1, 2009, the Company entered into a consulting agreement with James
Bender, Ph.D. under which Dr. Bender agreed to serve as Vice President  Clinical Development for a one-year term, subject to earlier termination by the Company or Dr. Bender on 15 days notice. Dr. Bender will provide his
services to the Company on a part-time basis. For these services, the Company (i) will pay $6,000 per month, (ii) issued Dr. Bender a seven-year option under the Companys stock option plan to purchase 66,000 shares of the
Companys common stock at a purchase price of $0.95 per share (the closing price of the Companys common stock on the grant date), with such option to vest at the rate of 3,000 shares each month during the term of the consulting agreement
and with 30,000 shares to vest if Dr. Bender is able achieve certain development milestones, and (iii) will pay cash bonuses of up to $30,000 if Dr. Bender is able achieve certain development milestones.

Research and Development

In connection
with the Cedars-Sinai Medical Center License Agreement, the Company has certain commitments as described in Note 4.

6.
Shareholders Equity (Deficit)

Preferred Stock

On December 3, 2009, the Company entered into a Preferred Stock Purchase Agreement dated as of December 3, 2009 (the Preferred Stock Agreement) with Socius Capital Group, LLC, a
Delaware limited liability company d/b/a Socius Life Sciences Capital Group, LLC (the Investor). Pursuant to the Preferred Stock Agreement, the Company will issue to the Investor up to $10,000,000 of the



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Companys newly created Series A Preferred Stock (the Preferred Stock). The purchase price of the Preferred Stock is $10,000 per share. The shares of Preferred Stock that are
issued to the Investor will bear a cumulative dividend of 10.0% per annum, payable in shares of Preferred Stock, will be redeemable under certain circumstances and will not be convertible into shares of the Companys common stock. Subject
to the terms and conditions of the Preferred Stock Agreement, the Company has the right to determine (1) the number of shares of Preferred Stock that it will require the Investor to purchase from the Company, up to a maximum purchase price of
$10,000,000, (2) whether it will require the Investor to purchase Preferred Stock in one or more tranches, and (3) the timing of such required purchase or purchases of Preferred Stock.

The terms of the Preferred Stock are set forth in a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock that the
Company filed with the Delaware Secretary of State on December 3, 2009.

Pursuant to the Preferred Stock Agreement, the Company agreed to
pay the Investor a commitment fee of $500,000 (the Commitment Fee), with $250,000 payable when the Company makes its first election to require the Investor to purchase shares of Preferred Stock and with the remaining $250,000 payable
when the aggregate amount of Preferred Stock purchased by the Investor equals at least $5,000,000; provided, however, that the first $250,000 portion of the Commitment Fee will be due and payable on the six-month anniversary of the effective date of
the registration statement described below even if no sales of Preferred Stock to the Investor have occurred by that date. The Company has the right to elect to pay each installment of the Commitment Fee in immediately available funds or by issuance
of shares of common stock.

Concurrently with its execution of the Preferred Stock Agreement, the Company issued to the Investor a warrant
(the Warrant) to purchase shares of common stock with an aggregate exercise price of up to $13,500,000 depending upon the amount of Preferred Stock that is purchased by the Investor. Each time that the Company requires the Investor to
purchase shares of Preferred Stock, a portion of the Warrant will become exercisable by the Investor over a five-year period for a number of shares of common stock equal to (1) the aggregate purchase price payable by the Investor for such
shares of Preferred Stock multiplied by 135%, with such amount divided by (2) the per share Warrant exercise price. The initial exercise price under the Warrant is $1.04 per share of common stock. Thereafter, the exercise price for each portion
of the Warrant that becomes exercisable upon the Companys election to require the Investor to purchase Preferred Stock will equal the closing price of the common stock on the date that the Company delivers its election notice. The Investor is
entitled to pay the Warrant exercise price in immediately available funds, by delivery of a secured promissory note or, if a registration statement covering the resale of the common stock subject to the Warrant is not in effect, on a cashless basis.

Pursuant to the Preferred Stock Agreement, the Company agreed to file with the Securities and Exchange Commission a registration statement
covering the resale of the shares of common stock that are issuable to the Investor under the Warrant and in satisfaction of the Commitment Fee. The registration statement was deemed effective on January 22, 2010. The 1.2 million shares of
common stock registered for the Commitment Fee are held in escrow by the Company. As of December 31, 2009, the Company had not made an election to require the Investor to purchase shares of Preferred Stock.

Stock Options

In February 2005, the
Company adopted an Equity Incentive Plan (Plan). Pursuant to the Plan, a committee appointed by the Board of Directors may grant, at its discretion, qualified or nonqualified stock options, stock appreciation rights and may grant or sell
restricted stock to key individuals, including



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employees, nonemployee directors, consultants and advisors. Option prices for qualified incentive stock options (which may only be granted to employees) issued under the plan may not be less than
100% of the fair market value of the common stock on the date the option is granted (unless the option is granted to a person who, at the time of grant, owns more than 10% of the total combined voting power of all classes of stock of the Company; in
which case the option price may not be less than 110% of the fair market value of the common stock on the date the option is granted). Option prices for nonqualified stock options issued under the Plan are at the discretion of the committee and may
be equal to, greater or less than fair market value of the common stock on the date the option is granted. The options vest over periods determined by the Board of Directors and are exercisable no later than ten years from date of grant (unless they
are qualified incentive stock options granted to a person owning more than 10% of the total combined voting power of all classes of stock of the Company, in which case the options are exercisable no later than five years from date of grant). As of
December 31, 2009, the Company has reserved 3,400,000 shares of common stock for issuance under the Plan and options to purchase 3,072,503 common shares have been granted under the Plan that are currently outstanding. On September 14,
2009, options to purchase 270,000 common shares were granted that are contingent on approval by the Companys stockholders of an increase in the total number shares of common stock reserved for issuance under the Plan.

The following is a summary of stock option grants issued outside the Plan:

In January 2007, the Company granted an option to purchase 1,500,000 shares of its common stock at an exercise price of $1.10 per share to the Chairman of the Companys Scientific Advisory Board.

In November 2006, the Company granted an option to purchase 300,000 shares of its common stock at an exercise price of $1.00 per share to an
affiliate of the Companys then Chairman of the Board.

In November 2006, the Company granted an option to purchase 5,933,424 shares of
its common stock at an exercise price of $1.00 per share to a Board member in connection with the Cedars-Sinai license acquisition.



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##### Table of Contents

The following table summarizes stock option activity for the Company during the twelve months ended
December 31, 2009:



|                                                |  |            |   |  |                              |      |                                         |     |                         |   |          
|----------------------------------------------- |  | ---------- | - |  | ---------------------------- | ---- | --------------------------------------- | --- | ----------------------- | - | ---------
|                                                |  | Options    |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualTerm |     | AggregateIntrinsicValue
|Outstanding December 31, 2006                   |  | 6,964,084  |   |  | $                            | 0.98 |                                         |     |                         |   |          
|Granted                                         |  | 1,956,000  |   |  | $                            | 1.14 |                                         |     |                         |   |          
|Exercised                                       |  | (100,000   | ) |  | $                            | 1.10 |                                         |     |                         |   |          
|Forfeited or expired                            |  | (175,000   | ) |  | $                            | 1.04 |                                         |     |                         |   |          
|                                                |  |            |   |  |                              |      |                                         |     |                         |   |          
|Outstanding December 31, 2007                   |  | 8,645,084  |   |  | $                            | 1.02 |                                         |     |                         |   |          
|Granted                                         |  | 1,100,000  |   |  | $                            | 0.77 |                                         |     |                         |   |          
|Exercised                                       |  |           |   |  | $                            |     |                                         |     |                         |   |          
|Forfeited or expired                            |  | (43,750    | ) |  | $                            | 0.86 |                                         |     |                         |   |          
|                                                |  |            |   |  |                              |      |                                         |     |                         |   |          
|Outstanding December 31, 2008                   |  | 9,701,334  |   |  | $                            | 0.99 |                                         |     |                         |   |          
|Granted                                         |  | 1,494,822  |   |  | $                            | 0.43 |                                         |     |                         |   |          
|Exercised                                       |  | (509,229   | ) |  | $                            | 0.69 |                                         |     |                         |   |          
|Forfeited or expired                            |  | (131,000   | ) |  | $                            | 0.93 |                                         |     |                         |   |          
|                                                |  |            |   |  |                              |      |                                         |     |                         |   |          
|Outstanding December 31, 2009                   |  | 10,555,927 |   |  | $                            | 0.92 |                                         | 6.4 |                         | $ | 1,085,309
|                                                |  |            |   |  |                              |      |                                         |     |                         |   |          
|Vested or expected to vest at December 31, 2009 |  | 9,707,653  |   |  | $                            | 0.96 |                                         | 6.7 |                         | $ | 2,382,832
|                                                |  |            |   |  |                              |      |                                         |     |                         |   |          

As of December 31, 2009, the total unrecognized compensation cost
related to unvested stock options amounted to $259,614, which will be amortized over the weighted-average remaining requisite service period of less than one year.

Warrants

In January 2009, the Company delivered notice to warrant holders in connection
with the reduction from $2.50 to $0.25 per share of the exercise price of warrants to purchase a total of 6,112,583 shares of the Companys common stock and in connection with the extension of the expiration date of warrants to purchase a total
of 6,412,583 shares of the Companys common stock from earlier dates in 2009 to June 30, 2009. The Company valued the warrant modification at $611,258, using the Black-Scholes pricing model and the following assumptions: contractual term
of 0.45 years, an average risk-free interest rate of 0.29% a dividend yield of 0% and volatility of 118%. In the footnotes to the Companys financial statements included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2008, the Company disclosed that it anticipated taking a non-cash charge of approximately $500,000 in the first quarter of 2009. In the first quarter 2009, the Company determined that the warrant modification should be treated as a
dividend in-kind and not a non-cash charge, and since the Company was in a deficit position at the time of the modification, no dividend was recorded.

On June 30, 2009, the Company issued 1,970,992 shares of its common stock to 58 purchasers upon their exercise of warrants. The exercise price of 1,670,992 shares was $0.25 per share, and the exercise price of 300,000 shares was $0.15
per share. The Company received an aggregate purchase price of $462,748, and the Company did not pay any underwriting discounts or commissions in the transaction. As of December 31, 2009, the Company had no outstanding stock purchase warrants
issued to investors.



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##### Table of Contents

Promissory Note

In October 2009, the Companys former President exercised stock options for 150,479 shares of common stock and as provided under the stock option agreement provided the Company with a full recourse
five-year promissory note bearing interest of 2.59% per annum. The promissory note is secured by a pledge of shares being acquired with all proceeds of any sale to be applied first to retire in full the promissory note. The Company recorded the
promissory note as an offset against shareholders equity.

7. Income Taxes

Deferred taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes. Temporary differences result primarily from the recording of tax benefits of net operating loss carryforwards and start-up costs that will be amortized for tax purposes once the Company begins doing business as defined by the Internal
Revenue Code.

As of December 31, 2009, the Company has an insufficient history to support the likelihood of ultimate realization of the
benefit associated with the deferred tax asset. Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset.

Deferred taxes consisted of the following:



|                                 |  |                  |            |   |                  |   |            |  
|-------------------------------- |  | ---------------- | ---------- | - | ---------------- | - | ---------- | -
|                                 |  | December 31,2008 |            |   | December 31,2009 |  
|Net operating loss carryforwards |  |                  | $1,960,890 |   |                  | $ | 2,888,051  |  
|Stock-based compensation         |  |                  | 2,365,486  |   |                  |   | 2,488,808  |  
|Less valuation allowance         |  |                  | (4,326,376 | ) |                  |   | (5,376,859 | )
|                                 |  |                  |            |   |                  |   |            |  
|Net deferred tax asset           |  | $                |           |   |                  | $ |           |  
|                                 |  |                  |            |   |                  |   |            |  

At December 31, 2008 and December 31, 2009, the Company had approximately $4,902,225 and $7,220,127, respectively,
of net operating loss carryforwards. Due to our equity financing transactions, and other owner shifts as defined in Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, we incurred ownership changes pursuant to
the Code. Accordingly, our use of net operating loss carryforwards is limited. We are currently studying the impact of Section 382 on the future realization of our various tax attributes. Such losses expire in 2024 through 2029 as of
December 31, 2009. The utilization of the carryforwards is dependent upon the Companys ability to generate sufficient taxable income during the carryforward period.

8. Comprehensive Loss

For the year ended December 31, 2009, there was no
other comprehensive loss, and accordingly a Statement of Other Comprehensive Loss has not been presented. Comprehensive income would normally include: foreign currency translation adjustments, a change in the market value of a futures contract that
qualifies as a hedge of an asset reported at fair value, a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost, and unrealized holding gains and losses on available-for-sale securities.

9. Subsequent Events

Private
Placement

In March 2010, the Company raised $1,740,000 (before commissions and offering expenses) from the sale of
1,740,000 shares of common stock and warrants to purchase 696,000 shares of common stock at an exercise price of $1.15 per share, to various investors in a private placement. The warrants have a term of 26 months from the date of issuance.

Agreement with Dr. John Yu

Effective March 1, 2010, the Company entered into an Agreement with Dr. Yu under which he agreed to serve on a part-time basis as the Companys Chief Scientific Officer for a one-year term.
The Agreement provides for an annual base salary of $70,000 and for cash bonuses of $15,000 each if prior to December 31, 2010 (i) the FDA has accepted a Phase II clinical trial plan for ICT-107 and (ii) a Physicians Investigator
IND submission for one of the Companys specified product candidates has been accepted by the FDA.



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##### Table of Contents

Pursuant to the Agreement, the Company granted to Dr. Yu a seven-year nonqualified stock option under
the Companys 2006 Equity Incentive Plan to purchase 125,000 shares of the Companys common stock at an exercise price equal to $0.90 per share, which was the closing market price of the common stock on the option grant date. The option
grant is subject to the approval by the Companys stockholders of an increase in the authorized number of shares under the Plan. The option may be exercised during the period that Dr. Yu provides services to the Company and for
24 months after termination for any reason except termination for cause by the Company, provided that such exercise is within the seven-year term of the option.

The option granted to Dr. Yu under the Agreement will vest (i) as to 75,000 shares in four equal quarterly installments following the date of grant and (ii) as to the remaining 50,000
shares, 25,000 shares shall each vest upon timely satisfying the two milestones described above for the payment of cash bonuses to Dr. Yu.

Employment Agreement with Dr. Manish Singh

On March 4, 2010, the Company entered into an Employment
Agreement, effective as of February 18, 2010, with Dr. Manish Singh pursuant to which Dr. Singh will continue to serve on a full-time basis as the Companys President and Chief Executive Officer for a one-year term commencing
February 18, 2010. The Company is required under the Employment Agreement to use its commercially reasonable efforts to have Dr. Singh continue to serve as a member of the Companys Board of Directors during the term of the Employment
Agreement. The Employment Agreement may be extended for an additional one-year period upon the mutual agreement of the Company and Dr. Singh.

The Employment Agreement provides for an annual base salary of $300,000. In addition, provided that Dr. Singh continues to serve as the Companys President and Chief Executive Officer for the entire one-year term of the Employment
Agreement, the Company will pay Dr. Singh a discretionary cash bonus of up to $50,000 upon completion of the one-year term.

The
Employment Agreement dated as of February 18, 2009 between the Company and Dr. Singh (the Prior Agreement) provides that Dr. Singh is entitled to receive cash milestone bonuses, not to exceed an aggregate amount of
$200,000, of (1) $50,000 upon the Companys completion of a financing, a strategic alliance or a merger or acquisition generating at least $2,500,000 of net proceeds (after commissions) during the term of the Prior Agreement,
(2) $100,000 upon the Companys completion of a financing, a strategic alliance or a merger or acquisition generating at least $5,000,000 of net proceeds (after commissions) during the term of the Prior Agreement, or (3) $200,000 upon
the Companys completion of a financing, a strategic alliance or a merger or acquisition generating at least $10,000,000 of net proceeds (after commissions) during the term of the Prior Agreement. The Prior Agreement also provides that an
option granted to Dr. Singh to purchase 200,000 shares of the Companys common stock will vest if the Companys working capital is at least $8,000,000 at the end of the term of the Prior Agreement.

The Employment Agreement amends the Prior Agreement to provide that the milestones described in the preceding paragraph may be satisfied by including the
net proceeds received by the Company at any time prior to August 17, 2010 from (1) a financing by the Socius Capital Group or (2) any private placement financing that is covered by a signed term sheet that was entered into by the
Company prior to February 18, 2010 or from another source at the same or better terms as contemplated by such signed term sheet. Also, for purposes of determining whether the $8,000,000 working capital milestone in the preceding paragraph has
been satisfied, the Employment Agreement provides that working capital will be calculated as of the date of the Companys receipt of the proceeds that are being included to satisfy the milestone.



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##### Table of Contents

Pursuant to the Employment Agreement, the Company granted to Dr. Singh a 7-year incentive stock option
under the Companys 2006 Equity Incentive Plan (the Plan), or a new qualified option plan, to purchase 600,000 shares of the Companys common stock at an exercise price equal to $0.90 per share, which was the closing market
price of the common stock on the option grant date. The option grant is subject to the approval by the Companys stockholders of an increase in the authorized number of shares under the Plan and an increase in the number of shares that may be
granted to any individual during a 12-month period. The option may be exercised during the period that Dr. Singh provides services to the Company and for 24 months after termination for any reason except termination for cause by the Company,
provided that such exercise is within the 7-year term of the option.

The option granted to Dr. Singh under the Employment Agreement will
vest (1) as to 360,000 shares, in 12 equal monthly installments of 30,000 shares each over the 12-month period from and immediately following the grant date, (2) as to 30,000 shares, if the Company achieves during the term of the
Employment Agreement a volume-weighted average trading price for its common stock of greater than $1.60 for any consecutive 15-day trading period during the term of the agreement on average daily trading volume of at least 20,000 shares, (3) as
to 90,000 shares, if the Company achieves during the term of the Employment Agreement a volume-weighted average trading price for its common stock of greater than $2.00 for any consecutive 15-day trading period during the term of the agreement on
average daily trading volume of at least 20,000 shares, (4) as to 30,000 shares, upon treating the first patient in a Phase II clinical trial, and (5) as to 90,000 shares, if during the term of the Employment Agreement the Company
completes a financing, a strategic alliance or a licensing agreement with upfront licensing payments to the Company or a merger or acquisition that generates at least $5,000,000 of net proceeds (after commissions) for the Company beyond the
$10,000,000 achieved by August 17, 2010, with any financing proceeds received by the Company during the first 6 months of the Employment Agreement that are used to satisfy milestones under the Prior Agreement not being included as proceeds to
satisfy the milestones described in this paragraph.

In the event that the Company terminates the Employment Agreement without cause or does
not extend the Employment Agreement upon its expiration for an additional one-year term, then (1) the Company upon such termination will be required to make a lump sum payment to Dr. Singh equal to 6 months of his base annual salary,
(2) any stock options granted to Dr. Singh, to the extent vested, will be retained by Dr. Singh and will be exercisable on the terms described above, and (3) the vesting of an additional number of shares subject to all options
granted to Dr. Singh equal to 50% of all shares subject to such options that have not already vested will immediately accelerate and will be exercisable on the terms described above. If Dr. Singh terminates his employment for good
reason as defined in the Employment Agreement, he will receive the severance benefits described in the preceding sentence, except that 100% of his options will vest if his employment terminates for good reason following a merger or similar
corporate transaction in which the Company is not the surviving entity.

Employment Agreement with Dr. James Bender

On March 4, 2010, the Company entered into an Employment Agreement, effective as of February 1, 2010, with Dr. James
Bender pursuant to which Dr. Bender will serve on a full-time basis as the Companys Vice President  Product Development and Manufacturing for a one-year term commencing February 18, 2010. Prior to February 1, 2010,
Dr. Bender had been serving on a part-time basis as the Companys Vice President  Clinical Development pursuant to an Agreement dated as of September 1, 2009, as amended on September 14, 2009 (the Prior
Agreement).



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##### Table of Contents

The Employment Agreement provides for an annual base salary of $170,000. Pursuant to the Employment
Agreement, the Company granted to Dr. Bender a 7-year incentive stock option under the Companys Plan to purchase 150,000 shares of the Companys common stock at an exercise price equal to $0.90 per share, which was the closing market
price of the common stock on the option grant date. The option grant is subject to the approval by the Companys stockholders of an increase in the authorized number of shares under the Plan.

The option granted to Dr. Bender under the Employment Agreement will vest at the rate of 6,250 shares per month over the term of the Employment
Agreement as to 75,000 shares. The option will vest as to the remaining 75,000 shares upon the Companys attainment of the following development milestones, and Dr. Bender will also be entitled to receive the following cash bonuses upon
attainment of these milestones: (1) completion by September 30, 2010 of the technology transfer to a contract manufacturer for the Companys ICT-107 product will result in a $10,000 cash bonus and the vesting of 25,000 option shares;
(2) completion by December 31, 2010 of FDA acceptance of a Phase II clinical trial plan for ICT-107 will result in a $10,000 cash bonus and the vesting of 25,000 option shares; and (3) completion by December 31, 2010 of the
enrollment of the first patient into the Phase II clinical trial for ICT-107 will result in a $10,000 bonus and the vesting of 25,000 option shares.

The Employment Agreement provides that all of the rights and obligations of the Company and Dr. Bender under the Prior Agreement (including Dr. Benders right to work for another organization) terminated as of
January 31, 2010, except that Dr. Benders right under the Prior Agreement to receive cash bonuses and the vesting of options upon the Companys achievement of specified development milestones will remain in effect.

The Employment Agreement provides that, except as described in the following sentence, if Dr. Benders employment terminates prior to the
expiration of the one-year term, Dr. Bender will not have any right to receive further compensation under the Employment Agreement other than compensation that was accrued as of his employment termination date. If the Company terminates
Dr. Benders employment without cause as defined in the Employment Agreement, 50% of any unvested options held by Dr. Bender as of the employment termination date will vest, and he will also have the right to receive any
compensation that was accrued as of the employment termination date.

Agreement with Cedars-Sinai

Effective March 23, 2010, the Company entered into a Third Amendment to Exclusive License Agreement (the Third Amendment)
with Cedars-Sinai. The Third Amendment amended the License Agreement to revise the milestones set forth in the License Agreement that the Company must achieve in order to maintain its license rights under that agreement. The revised milestones
include the replacement of a milestone that required commencement of a Phase I clinical trial for the Companys second product candidate by no later than June 30, 2010 and commencement of a Phase II clinical trial for one of the
Companys product candidates by no later than March 31, 2012 with a requirement that the Company by September 30, 2010 either commence a Phase II clinical trial for its dendritic cell vaccine candidate or a Phase I clinical
trial for its cancer stem cell vaccine candidate. The amendment also added a requirement that the Company obtain certain defined forms of equity or other funding in the amount of at least $2,500,000 by December 31, 2010 and a total of at least
$5,000,000 by September 30, 2011.



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##### Table of Contents

Exhibit Index



|              |  |                                                                                                                                                                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                  
|              | 
|2.1           |  | Agreement and Plan of Reorganization dated as of May 5, 2005, as amended, among Patco Industries Subsidiary, Inc., William C. Patridge, and Spectral Molecular Imaging, Inc., as
amended on June 30, 2005, September 26, 2005 and January 20, 2006. (1)                                      
|              | 
|3.1           |  | Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. (2)                                                                                                                                                                                                   
|              | 
|3.2           |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. (2)                                                                                                                                                                       
|              | 
|3.3           |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of ImmunoCellular Therapeutics, Ltd. (3)                                                                                                                                                                       
|              | 
|3.4           |  | Amended and Restated Bylaws of ImmunoCellular Therapeutics, Ltd. (4)                                                                                                                                                                                                                         
|              | 
|4.1           |  | Form of Common Stock Certificate for ImmunoCellular Therapeutics, Ltd. (5)                                                                                                                                                                                                                   
|              | 
|4.2           |  | Form of Subscription Agreement containing registration rights issued by Spectral Molecular Imaging, Inc. in January 2006 and assumed by ImmunoCellular Therapeutics, Ltd.
(4)                                                                                                                
|              | 
|4.3           |  | Form of Warrant issued in January 2006 to purchase shares of the common stock of Spectral Molecular Imaging, Inc. and assumed by ImmunoCellular Therapeutics, Ltd.
(4)                                                                                                                       
|              | 
|4.4           |  | Subscription Agreement dated as of February 16, 2007 between ImmunoCellular Therapeutics, Ltd. and RAB Special Situations (Master) Fund Limited. (6)                                                                                                                                         
|              | 
|4.5           |  | Letter Agreement dated as of February 16, 2007 between ImmunoCellular Therapeutics, Ltd. and RAB Special Situations (Master) Fund Limited. (6)                                                                                                                                               
|              | 
|4.6           |  | Subscription Agreement dated as of April 19, 2007 between ImmunoCellular Therapeutics, Ltd. and RAB Special Situations (Master) Fund Limited. (6)                                                                                                                                            
|              | 
|4.7           |  | Warrant dated as of February 16, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master) Fund
Limited, for the purchase of 800,000 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)
|              | 
|4.8           |  | Warrant dated as of February 16, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master) Fund
Limited, for the purchase of 533,334 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)
|              | 
|4.9           |  | Warrant dated as of April 19, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master)
Fund Limited, for the purchase of 200,000 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)   
|              | 
|4.10          |  | Warrant dated as of April 19, 2007 issued by ImmunoCellular Therapeutics, Ltd. to Credit Suisse Client Nominees (UK) Limited, as nominee for RAB Special Situations (Master)
Fund Limited, for the purchase of 133,334 shares of the common stock of ImmunoCellular Therapeutics, Ltd. (6)   



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##### Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|4.11  |  | Form of Subscription Agreement containing registration rights between the participants in the April/May 2007 private placement and ImmunoCellular Therapeutics, Ltd.
(7)                                                                                                                                                                                                                                                                                                     
|      | 
|4.12  |  | Form of Warrant issued to participants in the April/May 2007 private placement to purchase shares of common stock of ImmunoCellular Therapeutics, Ltd. (7)                                                                                                                                                                                                                                                                                                                   
|      | 
|4.13  |  | Form of Notice of Exercise of Warrants delivered by ImmunoCellular Therapeutics, Ltd. in January 2009 in connection with the reduction from $2.50 to $0.25 per share of the exercise
price of warrants to purchase a total of 6,112,583 shares of common stock of ImmunoCellular Therapeutics, Ltd. and in connection with the extension of the expiration date of warrants to purchase a total of 6,412,583 shares of common stock of
ImmunoCellular Therapeutics, Ltd. (17)
|      | 
|4.14  |  | Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock dated December 3, 2009. (20)                                                                                                                                                                                                                                                                                                                                                  
|      | 
|4.15  |  | Warrant dated December 3, 2009 issued by ImmunoCellular Therapeutics, Ltd. to Socius Capital Group, LLC d/b/a Socius Life Sciences Capital Group, LLC (20)                                                                                                                                                                                                                                                                                                                   
|      | 
|10.1  |  | Exclusive License Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                     
|      | 
|10.2  |  | First Amendment to Exclusive License Agreement dated as of June 16, 2008 2006, between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (9)                                                                                                                                                                                                                                                                                                                
|      | 
|10.3  |  | Stock Purchase Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                         
|      | 
|10.4  |  | Registration Rights Agreement dated as of November 17, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.5  |  | Securities Purchase Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.6  |  | Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.* (8)                                                                                                                                                                                                                                                                                                                                                                       
|      | 
|10.7  |  | Nonqualified Stock Option Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.* (8)                                                                                                                                                                                                                                                                                                                                             
|      | 
|10.8  |  | Registration Rights Agreement dated as of November 17, 2006 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd. (8)                                                                                                                                                                                                                                                                                                                                                    
|      | 
|10.9  |  | 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (4)                                                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|10.10 |  | Amendment No. 1 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (10)                                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|10.11 |  | Amendment No. 2 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (11)                                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|10.12 |  | Amendment No. 3 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (11)                                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|10.13 |  | Amendment No. 4 to the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (9)                                                                                                                                                                                                                                                                                                                                                                                   



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##### Table of Contents

|      |  |                                                                                                                                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.14 |  | Form of Non-Qualified Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (12)                                                                  
|      | 
|10.15 |  | Form of Incentive Stock Option Agreement for the 2006 Equity Incentive Plan of ImmunoCellular Therapeutics, Ltd. (12)                                                                      
|      | 
|10.16 |  | Employment Agreement dated as of February 18, 2008 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.* (11)                                                                    
|      | 
|10.17 |  | Employment Agreement dated as of February 18, 2009 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.* (17)                                                                    
|      | 
|10.18 |  | Employment Agreement dated as of November 5, 2007 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd. (13)                                                                       
|      | 
|10.19 |  | Employment Agreement dated as of October 30, 2008 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd.* (17)                                                                      
|      | 
|10.20 |  | Agreement dated as of July 7, 2006 between Technomedics Management & Systems, Inc. and ImmunoCellular Therapeutics, Ltd. (14)                                                              
|      | 
|10.21 |  | Agreement dated as of November 17, 2006 between Technomedics Management & Systems, Inc. and ImmunoCellular Therapeutics, Ltd.* (5)                                                         
|      | 
|10.22 |  | Memorandum of Agreement dated as of November 21, 2007 between Molecular Discoveries LLC and ImmunoCellular Therapeutics, Ltd. (11)                                                         
|      | 
|10.23 |  | Agreement dated as of February 14, 2008 between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd. (11)                                                                      
|      | 
|10.24 |  | Registration Rights Agreement dated as of April 14, 2008, between Molecular Discoveries, LLC and ImmunoCellular Therapeutics, Ltd. (15)                                                    
|      | 
|10.25 |  | Agreement dated as of February 14, 2008 between Dr. Cohava Gelber and ImmunoCellular Therapeutics, Ltd. (11)*                                                                              
|      | 
|10.26 |  | Agreement dated as of August 1, 2008 between Dr. Cohava Gelber and ImmunoCellular Therapeutics, Ltd.. * (17)                                                                               
|      | 
|10.27 |  | Agreement dated as of September 1, 2008 between James G. Bender and ImmunoCellular Therapeutics, Ltd. (16) *                                                                               
|      | 
|10.28 |  | Office lease dated April 28, 2008 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd., as amended. (17)                                                                  
|      | 
|10.29 |  | Amendment No. 1 to Agreement dated as of May 1, 2009 to Agreement dated October 30, 2008 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd.
*(18)                               
|      | 
|10.30 |  | Second Amendment dated August 1, 2009 to Exclusive License Agreement dated as of November 1, 2006 between Cedars-Sinai Medical Center and ImmunoCellular Therapeutics, Ltd.
(19)           
|      | 
|10.31 |  | Preferred Stock Purchase Agreement dated as of December 3, 2009 between ImmunoCellular Therapeutics, Ltd. and Socius Capital Group, LLC d/b/a Socius Life Sciences Capital
Group, LLC. (20)
|      | 
|10.32 |  | Employment Agreement dated as of October 30, 2009 between C. Kirk Peacock and ImmunoCellular Therapeutics, Ltd. *(21)                                                                      



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##### Table of Contents

|      |  |                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.33 |  | License Agreement dated as of September 8, 2009 between Roche GlycArt AG (f/k/a) GlycArt Biotechnology AG) and ImmunoCellular Therapeutics, Ltd.  **                   
|      | 
|10.34 |  | Employment Agreement dated as of February 1, 2010 between James G. Bender and ImmunoCellular Therapeutics, Ltd. * **                                                    
|      | 
|10.35 |  | Employment Agreement dated as of February 18, 2010 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd. * **                                                  
|      | 
|10.36 |  | Agreement dated March 1, 2010 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd. * **                                                                            
|      | 
|23.1  |  | Consent of Stonefield Josephson, Inc. **                                                                                                                                
|      | 
|31.1  |  | Certification of the registrants Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**
|      | 
|31.2  |  | Certification of the registrants Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.**
|      | 
|32.1  |  | Certification of the registrants Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**     
|      | 
|32.2  |  | Certification of the registrants Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**     



| | Certain portions of the exhibit have been omitted based upon a request for confidential treatment filed by us with the Securities and Exchange Commission. The omitted
portions of the exhibit have been separately filed by us with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------

|** | Filed with this Annual Report on Form 10-K.
|-- | -------------------------------------------

|(1) | Previously filed by us on January 26, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | Previously filed by us on November 3, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Previously filed by us on May 9, 2007 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(4) | Previously filed by us on February 6, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(5) | Previously filed by us on February 12, 2007 as an exhibit to our Registration Statement on Form SB-2, File No. 333-140598, and incorporated herein by
reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Previously filed by us on May 1, 2007 as an exhibit to our Registration Statement on Form SB-2, File No. 333-142480, and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Previously filed by us on July 12, 2007 as an exhibit to our Registration Statement on Form SB-2, File No. 333-144521, and incorporated herein by reference
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Previously filed by us on November 22, 2006 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(9) | Previously filed by us on August 14, 2008 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(10) | Previously filed by us on September 14, 2007 as an exhibit to our Registration Statement on Form SB-2/A and incorporated herein by reference.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(11) | Previously filed by us on March 25, 2008 as an exhibit to our Annual Report on Form 10-KSB and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(12) | Previously filed by us on November 9, 2007 as an exhibit to our Registration Statement on Form S-8, File No. 333-147278, and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Previously filed by us on November 6, 2007 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(14) | Previously filed by us on April 2, 2007 as an exhibit to our Annual Report on Form 10-KSB and incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------------------

|(15) | Previously filed by us on April 16, 2008 as an exhibit to our Registration Statement on Form S-1, File No. 333-150277, and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Previously filed by us on November 13, 2008 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(17) | Previously filed by us on March 30, 2009 as an exhibit to our Annual Report on Form 10-K and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(18) | Previously filed by us on August 14, 2009 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|---- | ----------------------------------------------------------------------------------------------------------------------------------

|(19) | Previously filed by us on November 13, 2009 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(20) | Previously filed by us on December 7, 2009 as an exhibit to our Current Report on Form 8-K and incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------

|(21) | Previously filed by us on December 23, 2009 as an exhibit to our Registration Statement on Form S-1 and incorporated herein by reference.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------