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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM ______ TO _____
 
 COMMISSION FILE NUMBER 000-25132
 MYMETICS CORPORATION
  DELAWARE
    
    25-1741849(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
  
 o þ
 o þ
 þ o
 o o
  o
  o Large accelerated filer   
    o Accelerated filer
    o Non-accelerated filer
    þ smaller reporting company(Do not check if a smaller reporting company)
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##### 



PART IITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    8ITEM 2. PROPERTIES
    
    
    11ITEM 3. LEGAL PROCEEDINGS
    
    
    11ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    11PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    
    
    11ITEM 6. SELECTED FINANCIAL DATA
    
    
    12ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    13ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    16ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    16ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    16ITEM 9A. CONTROLS AND PROCEDURES
    
    
    16ITEM 9B. OTHER INFORMATION
    
    
    16PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
    
    
    17ITEM 11. EXECUTIVE COMPENSATION
    
    
    20ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    23ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
    
    
    24ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    24PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    25SIGNATURESEX-10.64EX-10.65EX-11.1EX-14.1EX-21.1EX-24.1EX-31.1EX-31.2EX-32.1
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ITEM 1. BUSINESS
         MYMETICS S.A.
  LUXEMBOURG 6543 S.A.
  BESTEWIL HOLDING B.V. and its subsidiary MYMETICS B.V.
  1




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Vaccine
    
    Pre-Clinical
    
    Phase I
    
    Phase IIHIV-1
    
    
    
    XRSV
    
    XHSV
    
    XMalaria
    
    
    
    X
    
    X (ended in 2007)Influenza
    
    
    
    X
 HIV-1 and AIDS
   Key scientific results with the HIV vaccine to date:
 Proof of Concept for inducing mucosal antibodies
 Mucosal antibodies in monkeys Macaca Mulatta),
 Full protection of monkeys against multiple vaginal challenges with live heterologous
clade B virus SF162P3
 Approval to start Phase I clinical trials
 Production of the GMP-grade vaccine
 Phase I clinical trial proof of principle
 NIH supplemental grant for Mymetics HIV-1 vaccine
 Next steps:
  Further development of HIV-1 prophylactic vaccine
  Respiratory Syncytial Virus (RSV)
 Approach:
 Key Results to date
      2




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Next steps
    Intranasal Influenza
 Approach:
 Key results to date:
 The vaccine completed pre-clinical trials
 Successful completion of Phase I trial
 Next steps:
   Malaria
 Approach
 Key results to date:
 Mymetics acquired a Malaria vaccine project
 Phase Ib in Tanzania on children and young adults
 Next steps
  -
    
    Launching antigen interference study with various combinations-
    
    Launching toxicology studies with the best formulation susceptible to offer an improved
protection in human exposed to Plasmodium falciparum.-
    
    Launching a new Phase I trial with four or five antigens (peptides and proteins) at the
Swiss Tropical Institute.
 Herpes Simplex Virus (HSV)
 Approach
 Next steps:
  3




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
    
    Exploiting the results and knowledge of mucosal protection based vaccines
    
    Leveraging the effective and safe virosome vaccine technology and know-how
    
    Advancing existing vaccine candidates only through Phase II clinical trials
    
    Maintaining a comprehensive IP portfolio
    
    Adopting a flexible cost model based on a combination of in-house expertise and
best-in-class outsourcing
    
    Entering into strategic partnerships with leading pharmaceutical companies
                       
           
  4




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
    
    WO/1999/025377 (GP41 mutée) Method for obtaining vaccines for preventing the pathogenic
effects related to a retroviral infection Mymetics Corp. Expiration date
16.11.2018
    
    WO/2005/010033 (GP41 ter) New soluble and stabilized trimeric form of GP 41 polypeptide
Mymetics Corp. Expiration date 28.07.2024
    
    WO/2006/117586 (IgA GP41 eng loop) Antibody or a fragment thereof, having neutralizing
activity against HIV but not against IL2 Mymetics Corp + INSERM
Expiration date 01.05.2025
    
    WO/2006/117584 (Iga CDR3 long) Antibody or a fragment thereof, having neutralizing
activity against HIV INSERM Expiration date 01.05.2025
    
    WO/2007/099446 (Virosome-P1) Virosome-like vesicles comprising gp41  derived antigens
Mymetics Corp. + INSERM + Pevion Expiration date 01.03.2027
    
    US/61/202 215 (GP41 4th gen) Mymetics Corp. Expiration date 05.02.2029
    
    US/61/202 219 (Splitting GP41) Mymetics Corp. Expiration date 05.02.2029
    
    WO/2004/106366 (UK39) Methods for synthetizing conformationally constrained peptides,
peptidomimetics and use of such peptidomimetics as synthetic vaccines Mymetics Corp.
Expiration date 01.06.2024
    
    WO/2004/078099 (AMA49) Compositions and methods for the generation of immune response
against Malaria Mymetics Corp. Expiration date 02.03.2023
    
    WO/1995/032706 (INEX) Virosome-mediated intracellular delivery of therapeutic agents
Bestewil BV Expiration date 31.05.2015
    
    WO/2004/045641 (APRECS) Antigen-complexes Bestewil BV Expiration date 19.11.2023
    
    WO/2004/110486 (Lipopeptide) Functionally reconstituted viral membranes containing
adjuvant Bestewil BV Expiration date 17.06.2024
    
    WO/2005/117958 (RSV) Vaccine compositions comprising virosomes and a saponin adjuvant
Bestewil BV Expiration date 25.05.2025
    
    WO/2004071492 (DCPC) Virosome-like particles Bestewil BV Expiration date 12.02.2023
 5




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in vitro
 6




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7




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ITEM 1A. RISK FACTORS
      -
    
    the timing and cost of product development;-
    
    the progress and cost of preclinical and clinical development programs;-
    
    the timing and cost of obtaining necessary regulatory approvals;-
    
    the timing and cost of sales and marketing activities for future products; and-
    
    the costs of pending and any future litigation of which we may be subject.
         -
    
    the absence of an operating history;-
    
    the lack of commercialized products;-
    
    insufficient capital;-
    
    expected substantial and continual losses for the foreseeable future;-
    
    limited experience in dealing with regulatory issues;-
    
    limited marketing experience;-
    
    an expected reliance on third parties for the commercialization of our
proposed products;-
    
    a competitive environment characterized by numerous, well-established
and well-capitalized competitors;-
    
    uncertain market acceptance of our proposed products; and-
    
    reliance on key personnel.
   8




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-
    
    be successfully developed;-
    
    prove to be safe and efficacious in clinical trials;-
    
    meet applicable regulatory standards or obtain required regulatory approvals;-
    
    demonstrate substantial protective or therapeutic benefits in the
prevention or treatment of any disease;-
    
    be capable of being produced in commercial quantities at reasonable costs;-
    
    obtain coverage and favorable reimbursement rates from insurers and
other third-party payers; or-
    
    be successfully marketed or achieve market acceptance by physicians
and patients.
             -
    
    slow patient enrollment;-
    
    timely completion of clinical site protocol approval and obtaining
informed consent from subjects;-
    
    longer trial time than foreseen to demonstrate efficacy or safety;-
    
    adverse medical events or side effects in immunized patients; and-
    
    lack of effectiveness of the vaccines being tested.
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-
    
    the availability of alternative products from competitors;-
    
    the price of our products relative to that of our competitors;-
    
    the timing of our market entry; and-
    
    the ability to market our products effectively.
            -
    
    result in costly litigation;-
    
    divert the time and attention of our technical personnel and management;-
    
    cause product development delays;-
    
    require us to develop non-infringing technology; or-
    
    require us to enter into royalty or licensing agreements.
  10




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-
    
    limit the ability of our stockholders to call special meetings of stockholders;-
    
    provide for a staggered board;-
    
    provide that our board of directors is expressly authorized to make, alter or
repeal the bylaws; and-
    
    establish advance notice requirements for nominations for election to our board
or for proposing matters that can be acted upon by stockholders at stockholder
meetings.
 
 ITEM 2. PROPERTIES
     
 ITEM 3. LEGAL PROCEEDINGS
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
  
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
   FISCAL QUARTER ENDED
    
    HIGH
    
    LOW2009March 31
    
    $
    0.190
    
    
    $
    0.170June 30
    
    
    0.189
    
    
    
    0.160September 30
    
    
    0.160
    
    
    
    0.135December 31
    
    
    0.119
    
    
    
    0.1102010March 31
    
    $
    0.195
    
    
    $
    0.100June 30
    
    
    0.210
    
    
    
    0.101September 30
    
    
    0.170
    
    
    
    0.101December 31
    
    
    0.175
    
    
    
    0.090
 (b)
    
    Stockholders. At March 24, 2011, we had approximately 650 holders of record of
our common stock, some of which are securities clearing agencies and
intermediaries.(c)
    
    Dividends. We have not paid any dividends on our common stock and do not
intend to pay any dividends in the foreseeable future.(d)
    
    Securities Authorized for Issuance under Equity Compensation Plans.
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Number of Securities remainingNumber of Securities to be
    
    
    Weighted Average Exercise
    
    
    available for issuance underissued upon exercise of
    
    
    Price of Outstanding
    
    
    equity compensation plansOptions, Warrants and
    
    
    Options, Warrants and
    
    
    (excluding securitiesPlan
    
    Rights
    
    
    Rights
    
    
    reflected in column (a))Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity Compensation Plans Approved by SecurityHolders (1)
    
    
    442,500
    (2)
    
    U.S. $
    0.97Holders (3)
    
    
    4,350,000
    
    
    U.S. $
    0.15Total
    
    
    4,792,500
    
    
    U.S. $
    0.23
    
    
    
    207,500
 
 (1)
    
    Equity compensation plans approved by security holders include (i) the Companys 1994 Amended
and Restated Stock Option Plan.
(ii) its 1995 Qualified Incentive Stock Option Plan and (iii) our 2001 Stock Option Plan.(2)
    
    Includes (i) 442,500 shares of common stock underlying options granted under the registrants
2001 Stock Option Plan.(3)
    
    In June 2010 our Board of Directors approved a 2009 Stock Incentive Plan that will need
authorization by our stockholders. We have granted 4,350,000 options under that Plan.     -
    
    On February 15, 2010, a new investor was issued 150,000 common shares of
Mymetics Corporation at $.132 per share, as fee for services rendered.-
    
    On February 15, 2010, a new investor was issued 50,000 common shares of
Mymetics Corporation at $.132 per share, as fee for services rendered.-
    
    On September 13, 2010, an existing investor was issued 1,550,000 common shares of
Mymetics Corporation at $.13 per share, as fee for services rendered.
 
 ITEM 6. SELECTED FINANCIAL DATA
  12




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                      13




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st
              Dream Vaccines Foundation
            14




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2011 budget
    
    12 MonthsGMP lots production & Human Clinical Trials
Phase Ib (HIV)
    
    E
    3,500,000RSV and HSV
    
    
    3,000,000Further Virosome R&D
    
    
    800,000Administration
    
    
    2,800,000Total
    
    E
    10,100,000
                      15




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
    Material Weakness Identified
  Changes in internal Control over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
   
 ITEM 9B. OTHER INFORMATION
  16




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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   EXPIRATIONOF TERM ASNAME
    
    CURRENT POSITION WITH THE COMPANY
    
    AGE
    
    A DIRECTORJacques-François Martin
(Class II)
    
    Chief Executive Officer, President
and Director (appointed July 1, 2009)
    
    
    66
    
    
    
    2012Ernst Luebke
(Class I)
    
    Director
(appointed July 31, 2003)
    
    
    65
    
    
    
    2010Sylvain Fleury, Ph.D.
(Class III)
    
    Chief Scientific Officer (appointed
November 3, 2003) and Director
(appointed January 11, 2006)
    
    
    47
    
    
    
    2012Christian Rochet
(appointed July 31, 2003)
    
    Senior Advisor to the President
    
    
    61
    
    
    2011
    (Class II)
    
    DirectorThomas Staehelin
    
    Director
    
    
    63
    
    
    2012
    (Class II)Ernest M. Stern
    
    Director
    
    
    60
    
    
    2010
    (Class I)Marc Girard, DVM, D.Sc.
    
    Vice Chairman Scientific Advisory Board
    
    
    74
    
    
    
    n/aRonald Kempers
    
    Chief Financial Officer
(appointed August 1, 2010)
    
    
    43
    
    
    
    n/a
          17




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summa cum laude Law and Policy in
International Business
    18




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
    
    Chairman of the Scientific Advisory Board  Dr. Stanley Plotkin, Emeritus Professor
Wistar Institute, University of Pennsylvania, consultant to Sanofi Pasteur, developed
the rubella vaccine in 1960s; worked extensively on the development and application
of other vaccines including polio, rabies, varicella, rotavirus and cytomegalovirus
as well as senior roles at the Epidemic Intelligence Service, U.S. Public Health
Service; Aventis Pasteur (medical and scientific director); and Sanofi Pasteur
(executive advisor).
    
    Vice Chairman of the Scientific Advisory Board  Dr. Marc Girard, has over 20
years of experience in the HIV-1 research field, past Director of the Mérieux
Foundation and a consultant to the WHO and former Chairman of EuroVac
(European Consortium for HIV vaccine).
    
    Dr. Morgane Bomsel, Cochin Institute, France
    
    Dr. Ruth Ruprecht, Harvard University, Dana Farber Cancer Institute, Boston USA
    
    Dr. Ronald H. Gray, Johns Hopkins University, Baltimore, USA
    
    Dr. Malegapuru William Makgoba, University of KwaZulu-Natal, Durban, South Africa
    
    Dr. Souleymane Mboup, Cheikh Anta DIOP University, Dakar, Sénégal
    
    Dr. Juliana McElrath, University of Washington, Seattle, USA
    
    Dr. Odile Puijalon, Pasteur Institute, Paris, France
    
    Dr. Caetano Reis e Sousa, Cancer Research UK, London, UK
             19




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ITEM 11. EXECUTIVE COMPENSATION
        (i)
    
    Competitive base salary;(ii)
    
    Granting stock awards as a portion of the total compensation, which
vest over a certain number of years; and(iii)
    
    Granting performance-based bonuses either in cash or common stock.
   Compensation of Chief Executive Officer
   Compensation of Chief Financial Officer
  Compensation of Chief Scientific Officer
  Compensation of Chief Operating Officer
  20




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Changes inPension Value andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive
    
    Compensation
    
    TotalSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Plan
    
    Earnings
    
    Compensation
    
    AnnualName and Principal Position
    
    Year
    
    (E)
    
    (E)
    
    (E)
    
    (E)
    
    (E)
    
    (E)
    
    (E)
    
    CompensationChristian J.-F. Rochet (PEO)
    (1a)
    
    2010
    
    
    
    E108,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E108,000
    (5)2009
    
    
    
    E180,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E180,000
    (5)2008
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E216,000
    (5)Jacques-François Martin (PEO)
    (1b)
    
    2010
    
    
    
    E240,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E196,427
    
    
    
    
    
    
    
    
    
    
    
    E436,427
    (5)2009
    
    
    
    E120,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E120,000
    (5)2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ernst Luebke (PFO)
    (2)
    
    2010
    
    
    
    E163,200
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 20,974
    
    
    
    
    
    
    
    
    
    
    
    E184,174
    (5)2009
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E216,000
    (5)2008
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E216,000
    (5)Sylvain Fleury, Ph. D.
    (3)
    
    2010
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 29,364
    
    
    
    
    
    
    
    
    
    
    
    E245,364
    (5)2009
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E216,000
    (5)2008
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E216,000
    (5)Ronald Kempers
    (4)
    
    2010
    
    
    
    E216,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 92,881
    
    
    
    
    
    
    
    
    
    
    
    E308,881
    (5)2009
    
    
    
    E108,000
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E108,000
    (5)2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas Staehelin, Dr.
    (6)
    
    2010
    
    
    
    E 10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 10,000
    (6)2009
    
    
    
    E 10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 10,000
    (6)2008
    
    
    
    E 10,000
    
    
    
    
    
    
    
    
    
    
    
    E77,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 87,000
    (6)Ernie Stern
    (7)
    
    2010
    
    
    
    E 10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 10,000
    (7)2009
    
    
    
    E 10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 10,000
    (7)2008
    
    
    
    E 10,000
    
    
    
    
    
    
    
    
    
    
    
    E77,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E 87,000
    (7)
 
 (1a)
    
    Mr. Rochet has been Mymetics President and Chief Executive Officer from July 31, 2003 to July 1, 2009.(1b)
    
    Mr. Martin has been Mymetics President and Chief Executive Officer from July 1, 2009.(2)
    
    Mr. Luebke has been Mymetics Chief Financial Officer and Treasurer since July 31, 2003 and
our Secretary since
August 29, 2003 and resigned as Chief Finanical Officer on July 30 2010.(3)
    
    Dr. Fleury has been appointed as Mymetics Chief Scientific Officer on November 3, 2003.(4)
    
    Mr.Kempers has been Mymetics Chief Operating Officer since July 1, 2009 and was appointed
Chief Financial Officer
on August 1 2010.(5)
    
    See below Employment Agreements.(6)
    
    Dr. Staehelin is a member of the Board of Directors and of the Audit Committee of the Company.
He was elected on July 2nd, 2007
as non-executive director and eligible for annual compensation of E10,000 for attendance at
the Board meetings, whether in person
or by telephone, and was awarded 500,000 shares of the Corporations common stock.(7)
    
    Mr. M. Stern is a member of the Board of Directors and of the Audit Committee of the Company.
He was elected on January 21st, 2008
as non-executive director and eligible for annual compensation of E10,000 for attendance at
the Board meetings, whether in person
or by telephone, and was awarded 500,000 shares of the Corporations common stock. 21




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    NAME AND ADDRESS OF
    
    TITLE
    
    
    AMOUNT AND NATURE OFBENEFICIAL OWNER
    
    OF CLASS
    
    
    BENEFICIAL OWNERSHIP
    
    
    PERCENT OF CLASSRound Enterprises Ltd. St. Peter Port, Guernsey
    
    Common
    
    
    59,650,905
    
    
    
    27.88
    %Dr. Thomas Staehelin (1) Director
    
    Common
    
    
    12,479,907
    
    
    
    5.83
    %Ernst Luebke (1) Secretary and Director
    
    Common
    
    
    8,329,546
    (2)
    
    
    3.89
    %Christian Rochet (1)
Former Chief Executive Officer, and Director
    
    Common
    
    
    4,580,389
    (3)
    
    
    2.14
    %Dr. Sylvain Fleury (1)
Chief Scientific Officer, and Director
    
    Common
    
    
    6,500,000
    (4)
    
    
    3.04
    %Jacques-François Martin (1)
Chief Executive Officer, President and Director
    
    Common
    
    
    1,580,307
    
    
    
    0.74
    %Mr. Ernest M. Stern (1) Director and outside Counsel
    
    Common
    
    
    1,500,000
    
    
    
    0.70
    %Prof. Marc Girard (1)Consultant and member of the SAB
    
    Common
    
    
    500,000
    (5)
    
    
    0.23
    %Prof. Morgane Bomsel (1)Consultant and member of the SAB
    
    Common
    
    
    500,000
    (6)
    
    
    0.23
    %Mr. Ronald Kempers (1) CFO and COO
    
    Common
    
    
    100,000
    
    
    
    0.05
    %All current executive officers and
directors as a group (7 persons)
    
    Common
    
    
    35,070,149
    
    
    
    16.39
    %
 
 (1)
    
    Address is Mymetics Corporation, c/o Mymetics S.A., Biopole,
Route de la Corniche 4, CH-1066 Epalinges (Switzerland).(2)
    
    Of which 2,829,546 acquired prior to being elected as director and appointed
as officer, 1,000,000 acquired through conversion of unpaid salary and expenses,
of which 500,000 was sold in July 2010, and 5,000,000 acquired as bonus.(3)
    
    Of which 1,627,009 acquired prior to being elected as director and appointed
as officer, 1,000,000 acquired through conversion of unpaid salary and expenses
and 6,000,000 acquired as bonus, of which 4,046,620 was sold during year 2010.(4)
    
    Of which 500,000 issued for services, 1,000,000 acquired through conversion
of unpaid salary and expenses and 5,000,000 acquired as bonus.(5)
    
    Of which 500,000 issued for services and 500,000 acquired through conversion
of unpaid fees and expenses. 500,000 have been sold in 2006.(6)
    
    500,000 issued for services rendered. 23




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2010
    
    
    2009Audit Fees
    
    $
    75,839
    
    
    $
    76,072Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    15,905
    
    
    
    13,755All Other Fees
    
    
    
    
    
    
    Total
    
    $
    91,744
    
    
    $
    89,827
       24




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##### Table of Contents



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)(1)
    
    Index to Financial StatementsReport of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of Operations and Comprehensive LossConsolidated Statements of Changes in Shareholders Equity (Deficit)Consolidated Statements of Cash FlowsNotes to Consolidated Financial Statements(a)(2)
    
    ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT
APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL
STATEMENTS OR NOTES THERETO.(3)
    
    List of Exhibits2.1
    
    Share Exchange Agreement dated December 13, 2001 between the
Corporation and the stockholders of Mymetics S.A. listed on the
signature page thereto (1)2.2
    
    Share Exchange Agreement dated December 13, 2001 between the
Company and the stockholders of Mymetics S.A. listed on the
signature page thereto (1)2.3
    
    Purchase Agreement dated October 17, 1998 between the
Company and the majority stockholders of Nazca Holdings Ltd. (2)2.4
    
    Amendment to the Purchase Agreement dated October 17, 1998
between the Company and the majority stockholders of Nazca
Holdings Ltd. (3)2.5
    
    Revised Purchase Agreement dated July 28, 1999 between the
Company and the majority stockholders of Nazca Holdings Ltd. (4)2.6
    
    Share Exchange Agreement dated July 30, 2002 between the
Company and the stockholders of Mymetics S.A. listed on the
signature page thereto (5)3(i)
    
    Articles of Incorporation of the Company (as amended
through May 10, 2002) (6)3(ii)
    
    Bylaws (7)4.1
    
    Form of Specimen Stock Certificate (8)4.2
    
    Form of letter regarding Warrant (8)4.3
    
    Form of Share Exchange Agreement (8)9.1
    
    Voting and Exchange Trust Agreement dated March 19, 2001, among
the Company, 6543 Luxembourg S.A. and MFC Merchant Bank S.A. (8)
 25




---



##### Table of Contents



10.1
    
    Services Agreement dated May 31, 2001, between the Company
and MFC Merchant Bank, S.A.(7)10.2
    
    Employment Agreement dated May 3, 2001, between Pierre-Francois
Serres and the Company (7)10.3
    
    Indemnification Agreement dated March 19, 2001, between the
Company and MFC Bancorp Ltd. (7)10.4
    
    Agreement dated for reference May 15, 2000, between the
Company and Maarten Reidel (7)10.5
    
    Preferred Stock Redemption and Conversion Agreement dated for
reference December 21, 2000, between the Company and Sutton
Park International Ltd. (10)10.6
    
    Preferred Stock Conversion Agreement dated for reference December
21, 2000, between the Company and Med Net International Ltd. (11)10.7
    
    Preferred Stock Conversion Agreement dated December 21, 2000,
between the Company and Dresden Papier GmbH (11)10.8
    
    Assignment Agreement dated December 29, 2000, among the
Company, Mymetics S.A. and MFC Merchant Bank S.A. (1)10.9
    
    Credit Facility Agreement dated July 27, 2000, between MFC
Merchant Bank, S.A. and the Company (1)10.10
    
    Amended Credit Facility Agreement dated for reference August
13, 2001, between MFC Merchant Bank, S.A. and the Company (16)10.11
    
    Second Amended Credit Facility Agreement dated for reference
February 27, 2002, between MFC Merchant Bank, S.A. and the
Company (16)10.12
    
    Amended and Restated Credit Facility Agreement dated for
reference February 28, 2003, among MFC Merchant Bank, S.A., MFC
Bancorp Ltd., and the Company (16)10.13
    
    Guarantee dated for reference February 28, 2003, by MFC Bancorp
Ltd. to MFC Merchant Bank S.A. (16)10.14
    
    Shareholder Agreement dated March 19, 2001, among the
Company, the Holders of Class B Exchangeable Preferential
Non-Voting Shares of 6543 Luxembourg S.A. signatory thereto and
6543 Luxembourg S.A.(8)10.15
    
    Support Agreement dated March 19, 2001, between the Company
and 6543 Luxembourg S.A. (8)10.16
    
    1995 Qualified Incentive Stock Option Plan (12)10.17
    
    Amended 1994 Stock Option Plan (13)10.18
    
    2001 ICHOR Company Stock Option Plan (7)10.19
    
    Employment Agreement dated March 18, 2002, between the
Company and Peter P. McCann (14)10.20
    
    Consulting Agreement dated August 31, 2001, between the
Company and Michael K. Allio (8)10.21
    
    Amendment to Consulting Agreement dated August 21, 2002,
between the Company and Michael K. Allio (16)10.22
    
    Employment Agreement dated March 18, 2002, between the
Company and Dr. Joseph D. Mosca (15)10.23
    
    Separation Agreement and Release dated January 31, 2003,
between the Company and Peter P. McCann (16)10.24
    
    Director and Non-Employee Stock Option Agreement dated July 19,
2001, between the Company and Robert Demers (8)10.25
    
    Director and Non-Employee Stock Option Agreement dated July 19,
2001, between the Company and Michael K. Allio (8)10.26
    
    Director and Non-Employee Stock Option Agreement dated July 19,
2001, between the Company and John M. Musacchio (8)10.27
    
    Director and Non-Employee Stock Option Agreement dated July 19,
2001, between the Company and Patrice Pactol (8)
 26




---



##### Table of Contents



10.28
    
    Director and Non-Employee Stock Option Agreement dated July 19,
2001, between the Company and Pierre-Francois Serres (8)10.29
    
    Director and Non-Employee Stock Option Agreement dated July 23,
2002, between the Company and Pierre-Francois Serres (16)10.30
    
    Director and Non-Employee Stock Option Agreement dated July 23,
2002, between the Company and Patrice Pactol (16)10.31
    
    Director and Non-Employee Stock Option Agreement dated July 23,
2002, between the Company and Robert Demers (16)10.32
    
    Director and Non-Employee Stock Option Agreement dated July 23,
2002, between the Company and John M. Musacchio (16)10.33
    
    Director and Non-Employee Stock Option Agreement dated July 23,
2002, between the Company and Michael K. Allio (16)10.34
    
    Director and Non-Employee Stock Option Agreement dated August
21, 2002, between the Company and Michael K. Allio (16)10.35
    
    Director and Non-Employee Stock Option Agreement dated June 20,
2002, between the Company and Peter P. McCann (16)10.36
    
    Director and Non-Employee Stock Option Agreement dated July 23,
2002, between the Company and Peter P. McCann (16)10.37
    
    Director and Non-Employee Stock Option Agreement dated February
6, 2003, between the Company and Peter P. McCann (16)10.38
    
    Patent Pledge Agreement dated November __, 2002 among Mymetics
S.A., Mymetics Deutschland GmbH, the Company and MFC
Merchant Bank S.A. (16)10.39
    
    Third Amendment to the Credit Facility Agreement dated for
Reference December 31, 2006, between MFC Merchant Bank, S.A.
and the Company (17)10.40
    
    Fourth Amendment to the Credit Facility Agreement dated for
Reference February 16, 2005, between MFC Merchant Bank, S.A.
and the Company (17)10.41
    
    Consulting Agreement dated for reference January 1, 2004,
between the Centre Hospitalier Universitaire Vaudois (CHUV),
the Company and Dr. Sylvain Fleury, Ph.D. (18)10.42
    
    Consulting Agreement dated for reference January 1, 2004,
between the Company and Professor Marc Girard, DVM, D.Sc. (18)10.43
    
    Cooperation and Option Agreement dated March 10, 2005, between
the Company and Pevion A.G. (18)10.44
    
    Consulting Agreement dated March 23, 2005, between the
Company and Northern Light International. (18)10.45
    
    Sixth Amended Credit Facility Agreement dated for reference
December 31, 2005, between MFC Merchant Bank, S.A. and the
Company (19)10.46
    
    Employment Agreement dated July 1, 2006, between the
Company and Dr. Sylvain Fleury (20)10.47
    
    Employment Agreement dated July 1, 2006, between the
Company and Christian Rochet (20)10.48
    
    Employment Agreement dated July 1, 2006, between the
Company and Ernst Luebke (20)10.49
    
    License Agreement dated March 1, 2007, between the Company
and Pevion Biotech Ltd. (21)
 27




---



##### Table of Contents



10.50
    
    Settlement Agreement dated March 19, 2007 between Mymetics
and MFC Merchant Bank S.A. (22)10.51
    
    Co-ownership Agreement dated January 8, 2008 between the Company,
INSERM and Pevion Biotech Ltd. (23)10.52
    
    Co-ownership Agreement dated January 8, 2008 between the Company
and INSERM (23)10.53
    
    Exploitation Agreement dated January 8, 2008 between the Company
and INSERM (23)10.54
    
    Non-Executive Director Agreement dated 21 January between the
Company and Mr Ernest M Stern.(24)10.55
    
    NGIN Material Transfer Agreement dated 11 February 2008 between the
Company, Institute Cochin, Université Paris Descartes and
Pevion Biotech.(25)10.56
    
    Acquisition & License Agreement dated 19 May 2008 between the
Company and Pevion Biotech Ltd. (26)10.57
    
    Extension of Convertible Note Maturity Date Agreement dated 22
August 2008 between the Company, Anglo Irish Bank and Round
Enterprises Ltd. (27)10.58
    
    Gp41 Manufacturing Technology Agreement dated 26 January 2009
between the Company and PX Therapeutics (28)10.59
    
    Share Purchase Agreement pursuant to which Mymetics purchased all
issued and outstanding shares of capital stock of Bestewil Holding
B.V. (Bestewil) from its parent, Norwood Immunology Limited
(NIL), and all issued and outstanding shares of capital stock of
Virosome Biologicals B.V. now held by Bestewil. (29)10.60
    
    Resignation of Prof Marc Girard as Head of vaccine development for
reasons of personal health. (30)10.61
    
    Completion of Share Purchase Agreement pursuant to which Mymetics
purchased all issued and outstanding shares of capital stock of
Bestewil Holding B.V. and Virosome Biologicals B.V. including
Unregistered Sales of Equity Securities, Financial Statements and
Exhibits. (31)
 28




---



##### Table of Contents



10.62
    
    Completion of Share Purchase Agreement pursuant to which Mymetics
purchased all issued and outstanding shares of capital stock of
Bestewil Holding B.V. and Virosome Biologicals B.V. including
Unregistered Sales of equity Securities, further Financial
Statements and Exhibits. (32)10.63
    
    Election of Jacques-François Martin as a member of the Board of
Directors and Chairman of the Board, resignation of Christian
Rochet as President and CEO and agreement of Jacques-François
Martin to serve as President and CEO. (33)10.64
    
    Consulting Agreement dated September 1, 2009, between the Company and
Mr. Christian Rochet.10.65
    
    Resignation of Ernest Luebke as Chief Finance Officer and Board
member.11.1
    
    Statement Regarding Calculation of Per Share Earnings.14.1
    
    Code of Ethics.21.1
    
    List of Subsidiaries24.1
    
    Powers of Attorney (included on the signature page hereto)31.1
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 193431.2
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 193432.1
    
    Section 1350 Certification of Chief Executive Officer and Chief
Financial Officer
 
 (1)
    
    Incorporated by reference to the Companys Schedule 14C filed with the
Securities and Exchange Commission on April 26, 2001.(2)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on October 22, 1998.(3)
    
    Incorporated by reference to the Companys report on Form 8-K/A filed
with the Securities and Exchange Commission on April 15, 1999.(4)
    
    Incorporated by reference to the Companys report on Form 8-K/A filed
with the Securities and Exchange Commission on August 13, 1999.(5)
    
    Incorporated by reference to the Companys Amendment No. 1 to Form
S-1 filed with the Securities and Exchange Commission on August 8, 2002.(6)
    
    Incorporated by reference to the Companys report on Form 10-Q for the
quarter ended March 31, 2002, filed with the Securities and Exchange
Commission on May 15, 2002.(7)
    
    Incorporated by reference to the Companys report on Form 10-Q for the
quarter ended June 30, 2001, filed with the Securities and Exchange
Commission on August 14, 2001.(8)
    
    Incorporated by reference to the Companys Registration Statement on
Form S-1, File No. 333-88782, filed with the Securities and Exchange
Commission on May 22, 2002. 29




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##### Table of Contents



(9)
    
    Incorporated by reference to the Companys report on Form 8-K/A filed
with the Securities and Exchange Commission on August 9, 2000.(10)
    
    Incorporated by reference to Schedule 13D/A filed by MFC Bancorp Ltd. with
the Securities and Exchange Commission on dated January 2, 2001.(11)
    
    Incorporated by reference to the Companys report on Form 10-K for the
fiscal year ended December 31, 2000, filed with the Securities and Exchange
Commission on March 14, 2001.(12)
    
    Incorporate by reference to the Companys Registration Statement on
Form S-8, File No. 333-15831, filed with the Securities and Exchange
Commission on November 8, 1996.(13)
    
    Incorporated by reference to the Companys Registration Statement on
Form S-8, File No. 333-15829, filed with the Securities and Exchange
Commission on November 8, 1996.(14)
    
    Incorporated by reference to the Companys report on Form 10-K for the
fiscal year ended December 31, 2004, and filed with the Securities and
Exchange Commission on March 29, 2002.(15)
    
    Incorporated by reference to the Companys report on Form 10-Q for the
quarter ended March 31, 2002, filed with the Securities and Exchange
Commission on May 15, 2002.(16)
    
    Incorporated by reference to the Companys report on Form 10-K for the
fiscal year ended December 31, 2005, and filed with the Securities and
Exchange Commission on March 27, 2003.(17)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on February 18, 2005.(18)
    
    Incorporated by reference to the Companys report on Form 10-K for the
fiscal year ended December 31, 2004, filed with the Securities and Exchange
Commission on March 30, 2005.(19)
    
    Incorporated by reference to the Companys report on Form 10-K for the
fiscal year ended December 31, 2005, filed with the Securities and Exchange
Commission on April 17, 2006.(20)
    
    Incorporated by reference to the Companys report on Form 10-Q for the
period ended June 30, 2006, and filed with the Securities and
Exchange Commission on August 21, 2006.(21)
    
    Incorporated by reference to the Companys report on Form 10-K for the
fiscal year ended December 31, 2006, filed with the Securities and Exchange
Commission on April 17, 2007.(22)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on March 21, 2007.(23)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on January 14, 2008.(24)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on January 25, 2008. 30




---



##### Table of Contents



(25)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on February 19, 2008.(26)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on May 19, 2008.(27)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on June 30, 2008.(28)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on January 30, 2009.(29)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on March 5, 2009.(30)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on March 9, 2009.(31)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on June 16, 2009.(32)
    
    Incorporated by reference to the Companys report on Form 8-K/A filed
with the Securities and Exchange Commission on June 22, 2009.(33)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on June 23, 2009.(34)
    
    Incorporated by reference to the Companys Statement on Form 4, filed
with the Securities and Exchange Commission on July 28, 2009.(35)
    
    Incorporated by reference to the Companys Statement on Form 3 filed
with the Securities and Exchange Commission on July 14, 2010.(36)
    
    Incorporated by reference to the Companys Statement on Form 3 filed
with the Securities and Exchange Commission on August 9, 2010.(37)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on August 10, 2010.(38)
    
    Incorporated by reference to the Companys report on Form 8-K filed
with the Securities and Exchange Commission on September 13, 2010.(39)
    
    Incorporated by reference to the Companys Statement on Form 4 filed
with the Securities and Exchange Commission on December 2, 2010.(40)
    
    Incorporated by reference to the Companys Statement on Form 3 filed
with the Securities and Exchange Commission on December 20, 2010.(c)
    
    Financial Statements 31




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 32




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##### Table of Contents



2010
    
    
    2009ASSETSCurrent AssetsCash
    
    E
    1,811
    
    
    E
    2,959Receivables officer
    
    
    13
    
    
    
    6Receivables other
    
    
    87
    
    
    
    39Prepaid expenses
    
    
    30
    
    
    
    34Total current assets
    
    
    1,941
    
    
    
    3,038Property and equipment, net of accumulated
depreciation of E212 and E100 at December 31,
2010 and 2009, respectively
    
    
    76
    
    
    
    232License contract, net of accumulated
amortization of E337 at December 31, 2010
and E144 at December 31, 2009
    
    
    2,357
    
    
    
    2,550In-process research and development
    
    
    2,266
    
    
    
    2,266Goodwill
    
    
    6,671
    
    
    
    6,671E
    13,311
    
    
    E
    14,757LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable
    
    E
    1,340
    
    
    E
    1,540Taxes and social costs payable
    
    
    26
    
    
    
    41Current portion of notes payable
to related parties, net of unamortized debt discount of
E600 at December 31, 2010 (none at December 31, 2009)
    
    
    3,872
    
    
    
    5,740Total current liabilities
    
    
    5,238
    
    
    
    7,321Convertible notes payable to related parties,
less current portion
    
    
    23,510
    
    
    
    21,722Convertible notes payable  other
    
    
    2,718
    
    
    
    2,593Acquisition-related contingent consideration
    
    
    3,212
    
    
    
    1,936Total liabilities
    
    
    34,678
    
    
    
    33,572Shareholders Equity (Deficit)Common stock, U.S. $.01 par value;
495,000,000 shares authorized; issued 213,963,166
at December 31, 2010 and 196,063,630 at December 31, 2009
    
    
    1,888
    
    
    
    1,754Preferred stock, U.S. $.01 par value;
5,000,000 shares authorized; none issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    29,602
    
    
    
    20,840Deficit accumulated during the development stage
    
    
    (53,518
    )
    
    
    (42,090
    )Accumulated other comprehensive income
    
    
    661
    
    
    
    681(21,367
    )
    
    
    (18,815
    )E
    13,311
    
    
    E
    14,757
  33




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##### Table of Contents



AccumulatedDuringDevelopmentStage(May 2, 1990 toDecember 31,2010
    
    
    2009
    
    
    2010)RevenuesSales
    
    E
    150
    
    
    E
    136
    
    
    E
    510Interest
    
    
    4
    
    
    
    1
    
    
    
    39Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    774Gain on sales of equipment
    
    
    68
    
    
    
    
    
    
    
    68Government grants
    
    
    4
    
    
    
    13
    
    
    
    82226
    
    
    
    150
    
    
    
    1,473ExpensesResearch and development
    
    
    3,083
    
    
    
    6,364
    
    
    
    23,749General and administrative
    
    
    3,320
    
    
    
    3,244
    
    
    
    21,325Bank fee
    
    
    1
    
    
    
    2
    
    
    
    938Induced conversion cost
    
    
    807
    
    
    
    
    
    
    
    807Interest
    
    
    2,834
    
    
    
    2,082
    
    
    
    6,868Change in the fair value of
acquisition-related
contingent consideration
    
    
    1,276
    
    
    
    (1,614
    )
    
    
    (338
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Depreciation
    
    
    115
    
    
    
    82
    
    
    
    727Amortization of intangibles
    
    
    193
    
    
    
    144
    
    
    
    337Directors fees
    
    
    20
    
    
    
    42
    
    
    
    336Other
    
    
    1
    
    
    
    
    
    
    
    1111,650
    
    
    
    10,346
    
    
    
    54,969Loss before income tax provision (benefit)
    
    
    (11,424
    )
    
    
    (10,196
    )
    
    
    (53,496
    )Income tax (provision) benefit
    
    
    (4
    )
    
    
    10
    
    
    
    (22
    )Net loss
    
    
    (11,428
    )
    
    
    (10,186
    )
    
    
    (53,518
    )Other comprehensive income (loss)Foreign currency translation
adjustment
    
    
    (20
    )
    
    
    (4
    )
    
    
    661Comprehensive loss
    
    E
    (11,448
    )
    
    E
    (10,190
    )
    
    E
    (52,857
    )Basic and diluted loss per share
    
    E
    (0.06
    )
    
    E
    (0.05
    )
  34




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##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of

    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction

    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalBalance at May 2, 1990Shares issued for cash
    
    June 1990
    
    
    33,311,361
    
    
    
    E119
    
    
    E
    
    
    
    E
    
    
    
    E
    
    
    
    E
    119Net losses to December 31, 1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (376
    )
    
    
    
    
    
    
    (376
    )Balance at December 31, 1999
    
    
    
    
    
    
    33,311,361
    
    
    
    119
    
    
    
    
    
    
    
    (376
    )
    
    
    
    
    
    
    (257
    )Bank fee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    806
    
    
    
    
    
    
    
    
    
    
    
    806Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,314
    )
    
    
    
    
    
    
    (1,314
    )Balance at December 31, 2000
    
    
    
    
    
    
    33,311,361
    
    
    
    119
    
    
    
    806
    
    
    
    (1,690
    )
    
    
    
    
    
    
    (765
    )Effect on capital structure resulting
from a business combination
    
    March 2001
    
    
    8,165,830
    
    
    
    354
    
    
    
    (354
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of stock purchase warrants in
connection with credit facility
    
    March 2001
    
    
    
    
    
    
    
    
    
    
    210
    
    
    
    
    
    
    
    
    
    
    
    210Issuance of shares for bank fee
    
    March 2001
    
    
    1,800,000
    
    
    
    21
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for bank fee
    
    June 2001
    
    
    225,144
    
    
    
    3
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for cash
    
    June 2001
    
    
    1,333,333
    
    
    
    15
    
    
    
    2,109
    
    
    
    
    
    
    
    
    
    
    
    2,124Exercise of stock purchase warrants in
repayment of debt
    
    June 2001
    
    
    1,176,294
    
    
    
    13
    
    
    
    259
    
    
    
    
    
    
    
    
    
    
    
    272Exercise of stock purchase warrants for
cash
    
    December 2001
    
    
    3,250,000
    
    
    
    37
    
    
    
    563
    
    
    
    
    
    
    
    
    
    
    
    600Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,848
    )
    
    
    
    
    
    
    (1,848
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    100Balance at December 31, 2001
    
    
    
    
    
    
    49,261,962
    
    
    
    562
    
    
    
    3,569
    
    
    
    (3,538
    )
    
    
    100
    
    
    
    693Exercise of stock options
    
    March 2002
    
    
    10,000
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of stock purchase warrants for
bank fee
    
    June 2002
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    63Exercise of stock purchase warrants in
repayment of debt
    
    July 2002
    
    
    1,625,567
    
    
    
    16
    
    
    
    396
    
    
    
    
    
    
    
    
    
    
    
    412Issuance of remaining shares from 2001
business combination
    
    August 2002
    
    
    46,976
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,622
    )
    
    
    
    
    
    
    (3,622
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97
    
    
    
    97Balance at December 31, 2002
    
    
    
    
    
    
    50,944,505
    
    
    
    579
    
    
    
    4,035
    
    
    
    (7,160
    )
    
    
    197
    
    
    
    (2,349
    )
 35




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of

    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction

    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for services
    
    September 2003
    
    
    400,000
    
    
    
    4
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    33Shares retired
    
    October 2003
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2003
    
    
    1,500,000
    
    
    
    12
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    112Issuance of shares for cash
    
    December 2003
    
    
    1,500,000
    
    
    
    12
    
    
    
    113
    
    
    
    
    
    
    
    
    
    
    
    125Issuance of stock purchase warrants for
financing fee
    
    December 2003
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,786
    )
    
    
    
    
    
    
    (2,786
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    453
    
    
    
    453Balance at December 31, 2003
    
    
    
    
    
    
    54,344,454
    
    
    
    607
    
    
    
    4,289
    
    
    
    (9,946
    )
    
    
    650
    
    
    
    (4,400
    )Issuance of shares for services
    
    January 2004
    
    
    550,000
    
    
    
    5
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    32Issuance of shares for cash
    
    January 2004
    
    
    2,000,000
    
    
    
    17
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    167Issuance of stock purchase warrants for
financing fee
    
    January 2004
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    40Issuance of shares for cash
    
    February 2004
    
    
    2,500,000
    
    
    
    21
    
    
    
    187
    
    
    
    
    
    
    
    
    
    
    
    208Issuance of stock purchase warrants for
financing fee
    
    February 2004
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Issuance of shares for services
    
    April 2004
    
    
    120,000
    
    
    
    1
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for bank fee
    
    May 2004
    
    
    500,000
    
    
    
    4
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    66Issuance of shares for cash
    
    May 2004
    
    
    2,000,000
    
    
    
    16
    
    
    
    148
    
    
    
    
    
    
    
    
    
    
    
    164Issuance of shares for services
    
    August 2004
    
    
    250,000
    
    
    
    2
    
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    28Issuance of shares for cash
    
    August 2004
    
    
    1,466,667
    
    
    
    12
    
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    140Issuance of stock purchase warrants for
financing fee
    
    August 2004
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    46Issuance of shares for services
    
    September 2004
    
    
    520,000
    
    
    
    4
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    33Issuance of shares for cash
    
    September 2004
    
    
    50,000
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for services
    
    October 2004
    
    
    2,106,743
    
    
    
    16
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    148Issuance of shares for services
    
    November 2004
    
    
    2,000,000
    
    
    
    15
    
    
    
    177
    
    
    
    
    
    
    
    
    
    
    
    192Issuance of shares for cash
    
    November 2004
    
    
    40,000
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,202
    )
    
    
    
    
    
    
    (2,202
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191
    
    
    
    191Balance at December 31, 2004
    
    
    
    
    
    
    68,447,864
    
    
    E
    720
    
    
    E
    5,522
    
    
    E
    (12,148
    )
    
    E
    841
    
    
    E
    (5,065
    )
 36




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of

    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction

    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for services
    
    January 2005
    
    
    500,000
    
    
    
    4
    
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    87Issuance of shares for services
    
    March 2005
    
    
    200,000
    
    
    
    2
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    35Issuance of shares for services
    
    March 2005
    
    
    1,500,000
    
    
    
    11
    
    
    
    247
    
    
    
    
    
    
    
    
    
    
    
    258Issuance of shares for services
    
    April 2005
    
    
    60,000
    
    
    
    1
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    11Issuance of shares for cash
    
    May 2005
    
    
    52,000
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    June 2005
    
    
    50,000
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for cash
    
    June 2005
    
    
    50,000
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for cash
    
    June 2005
    
    
    343,500
    
    
    
    3
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    17Issuance of shares for cash
    
    June 2005
    
    
    83,300
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    June 2005
    
    
    100,000
    
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    July 2005
    
    
    144,516
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    July 2005
    
    
    144,516
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    July 2005
    
    
    144,516
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    August 2005
    
    
    206,452
    
    
    
    2
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    10Issuance of shares for cash
    
    August 2005
    
    
    50,000
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Issuance of shares for services
    
    September 2005
    
    
    500,000
    
    
    
    4
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for services
    
    September 2005
    
    
    500,000
    
    
    
    4
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for services
    
    September 2005
    
    
    500,000
    
    
    
    4
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for services
    
    September 2005
    
    
    300,000
    
    
    
    3
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for services
    
    September 2005
    
    
    68,000
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    2Issuance of shares for services
    
    September 2005
    
    
    173,200
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    October 2005
    
    
    87,459
    
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for services
    
    October 2005
    
    
    185,000
    
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for cash
    
    October 2005
    
    
    174,918
    
    
    
    1
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    October 2005
    
    
    116,612
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    November 2005
    
    
    116,611
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    November 2005
    
    
    390,667
    
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for services
    
    November 2005
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2005
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2005
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2005
    
    
    500,000
    
    
    
    5
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    14Issuance of shares for services
    
    December 2005
    
    
    140,000
    
    
    
    2
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    December 2005
    
    
    390,667
    
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    December 2005
    
    
    390,666
    
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    December 2005
    
    
    6,000,000
    
    
    
    50
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    250Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,939
    )
    
    
    
    
    
    
    (1,939
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98
    )
    
    
    (98
    )Balance at December 31, 2005
    
    
    
    
    
    
    82,670,464
    
    
    
    837
    
    
    
    6,227
    
    
    
    (14,087
    )
    
    
    743
    
    
    
    (6,280
    )
 37




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of

    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction

    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for services
    
    January 2006
    
    
    2,500,000
    
    
    
    21
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    52Issuance of shares for cash
    
    January 2006
    
    
    4,000,000
    
    
    
    33
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    165Issuance of shares for services
    
    January 2006
    
    
    100,000
    
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for cash
    
    March 2006
    
    
    1,500,000
    
    
    
    12
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for cash
    
    March 2006
    
    
    2,500,000
    
    
    
    21
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    83Issuance of shares for cash
    
    March 2006
    
    
    250,000
    
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for cash
    
    March 2006
    
    
    1,500,000
    
    
    
    12
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for services
    
    April 2006
    
    
    100,000
    
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    May 2006
    
    
    300,000
    
    
    
    2
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    May 2006
    
    
    300,000
    
    
    
    3
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    10Issuance of shares for cash
    
    May 2006
    
    
    2,350,000
    
    
    
    18
    
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    100Debt Conversion  non cash
    
    May 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    39Issuance of shares for cash
    
    June 2006
    
    
    2,600,000
    
    
    
    20
    
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    100Debt Conversion  non cash
    
    July 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    80Debt Conversion  non cash
    
    July 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    80Debt Conversion  non cash
    
    July 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    80Debt Conversion  non cash
    
    July 2006
    
    
    500,000
    
    
    
    4
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    40Issuance of shares for services
    
    November 2006
    
    
    300,000
    
    
    
    2
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    November 2006
    
    
    1,300,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    November 2006
    
    
    1,280,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    December 2006
    
    
    1,320,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    December 2006
    
    
    1,320,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    December 2006
    
    
    330,000
    
    
    
    3
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    25Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,585
    )
    
    
    
    
    
    
    (1,585
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    4Balance at December 31, 2006
    
    
    
    
    
    
    111,020,464
    
    
    
    1,064
    
    
    
    7,381
    
    
    
    (15,672
    )
    
    
    747
    
    
    
    (6,480
    )
 38




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of
    
    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction
    
    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for cash
    
    January 2007
    
    
    650,000
    
    
    
    5
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for services
    
    January 2007
    
    
    300,000
    
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for services
    
    January 2007
    
    
    200,000
    
    
    
    2
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for services
    
    January 2007
    
    
    250,000
    
    
    
    2
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for services
    
    February 2007
    
    
    250,000
    
    
    
    2
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    February 2007
    
    
    1,420,000
    
    
    
    11
    
    
    
    99
    
    
    
    
    
    
    
    
    
    
    
    110Issuance of shares for cash
    
    February 2007
    
    
    325,000
    
    
    
    2
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    24Issuance of shares for cash
    
    March 2007
    
    
    650,000
    
    
    
    5
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for cash
    
    March 2007
    
    
    8,712,000
    
    
    
    115
    
    
    
    875
    
    
    
    
    
    
    
    
    
    
    
    990Debt Conversion  non cash
    
    March 2007
    
    
    12,500,000
    
    
    
    94
    
    
    
    2,505
    
    
    
    
    
    
    
    
    
    
    
    2,599Issuance of shares for services
    
    April 2007
    
    
    100,000
    
    
    
    1
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    14Issuance of shares for services
    
    April 2007
    
    
    200,000
    
    
    
    1
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    26Issuance of shares for services
    
    April 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    74Issuance of shares for cash
    
    May 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    147Issuance of shares for cash
    
    May 2007
    
    
    750,000
    
    
    
    6
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    111Debt Cancellation  non cash
    
    May 2007
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    
    
    
    
    
    
    
    
    242Debt Conversion  non cash
    
    June 2007
    
    
    9,469,000
    
    
    
    70
    
    
    
    891
    
    
    
    
    
    
    
    
    
    
    
    961Issuance of shares for cash
    
    June 2007
    
    
    5,393,000
    
    
    
    40
    
    
    
    760
    
    
    
    
    
    
    
    
    
    
    
    800Issuance of shares for services
    
    June 2007
    
    
    261,250
    
    
    
    2
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    27Issuance of shares for services
    
    June 2007
    
    
    261,250
    
    
    
    2
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    27Issuance of shares for officer compensation
    
    June 2007
    
    
    2,500,000
    
    
    
    19
    
    
    
    318
    
    
    
    
    
    
    
    
    
    
    
    337Issuance of shares for officer compensation
    
    June 2007
    
    
    2,500,000
    
    
    
    19
    
    
    
    318
    
    
    
    
    
    
    
    
    
    
    
    337Issuance of shares for officer compensation
    
    June 2007
    
    
    4,000,000
    
    
    
    30
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    538Issuance of shares for officer compensation
    
    June 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    127
    
    
    
    
    
    
    
    
    
    
    
    134Issuance of shares for officer compensation
    
    June 2007
    
    
    6,000,000
    
    
    
    45
    
    
    
    762
    
    
    
    
    
    
    
    
    
    
    
    807Issuance of shares for services
    
    June 2007
    
    
    135,000
    
    
    
    1
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    13Issuance of shares for cash
    
    June 2007
    
    
    2,250,000
    
    
    
    17
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    29Issuance of shares for cash
    
    July 2007
    
    
    5,550,000
    
    
    
    42
    
    
    
    1,208
    
    
    
    
    
    
    
    
    
    
    
    1,250Issuance of shares for cash
    
    August 2007
    
    
    933,333
    
    
    
    7
    
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    200Issuance of shares for services
    
    August 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    73Issuance of shares for services
    
    August 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    73Issuance of shares for services
    
    August 2007
    
    
    100,000
    
    
    
    1
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for services
    
    September 2007
    
    
    300,000
    
    
    
    2
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    23Issuance of shares for cash
    
    September 2007
    
    
    1,666,667
    
    
    
    12
    
    
    
    344
    
    
    
    
    
    
    
    
    
    
    
    356Cancellation of shares for collateral
    
    September 2007
    
    
    (2,000,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for cash
    
    October 2007
    
    
    2,350,000
    
    
    
    17
    
    
    
    483
    
    
    
    
    
    
    
    
    
    
    
    500Issuance of shares for cash
    
    November 2007
    
    
    2,966,666
    
    
    
    21
    
    
    
    623
    
    
    
    
    
    
    
    
    
    
    
    644Issuance of shares for services
    
    December 2007
    
    
    500,000
    
    
    
    3
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    51Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,294
    )
    
    
    
    
    
    
    (9,294
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (75
    )
    
    
    (75
    )Balance at December 31, 2007
    
    
    
    
    
    
    187,463,630
    
    
    
    1,697
    
    
    
    18,401
    
    
    
    (24,966
    )
    
    
    672
    
    
    
    (4,196
    )
 39




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of

    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction

    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for services
    
    January 2008
    
    
    800,000
    
    
    
    6
    
    
    
    79
    
    
    
    
    
    
    
    
    
    
    
    85Issuance of shares for services
    
    January 2008
    
    
    200,000
    
    
    
    1
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of shares for cash
    
    February 2008
    
    
    1,000,000
    
    
    
    7
    
    
    
    326
    
    
    
    
    
    
    
    
    
    
    
    333Issuance of shares for services
    
    March 2008
    
    
    500,000
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    76Issuance of shares for services
    
    March 2008
    
    
    500,000
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    76Issuance of shares for cash
    
    June 2008
    
    
    300,000
    
    
    
    2
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    96Issuance of shares for cash
    
    June 2008
    
    
    1,300,000
    
    
    
    8
    
    
    
    492
    
    
    
    
    
    
    
    
    
    
    
    500Issuance of shares for services
    
    July 2008
    
    
    2,000,000
    
    
    
    13
    
    
    
    239
    
    
    
    
    
    
    
    
    
    
    
    252Issuance of shares for services
    
    August 2008
    
    
    250,000
    
    
    
    2
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    41Issuance of shares for cash
    
    December 2008
    
    
    1,000,000
    
    
    
    7
    
    
    
    319
    
    
    
    
    
    
    
    
    
    
    
    326Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,938
    )
    
    
    
    
    
    
    (6,938
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    13Balance at December 31, 2008
    
    
    
    
    
    
    195,313,630
    
    
    
    1,749
    
    
    
    20,155
    
    
    
    (31,904
    )
    
    
    685
    
    
    
    (9,315
    )Issuance of shares for services
    
    March 2009
    
    
    250,000
    
    
    
    2
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    38Issuance of stock options for acquisition
    
    April 2009
    
    
    
    
    
    
    
    
    
    
    601
    
    
    
    
    
    
    
    
    
    
    
    601Issuance of shares for services
    
    May 2009
    
    
    250,000
    
    
    
    1
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    28Issuance of shares for services
    
    September 2009
    
    
    250,000
    
    
    
    2
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    23Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,186
    )
    
    
    
    
    
    
    (10,186
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )Balance at December 31, 2009
    
    
    
    
    
    
    196,063,630
    
    
    
    1,754
    
    
    
    20,840
    
    
    
    (42,090
    )
    
    
    681
    
    
    
    (18,815
    )Issuance of shares for services
    
    March 2010
    
    
    200,000
    
    
    
    2
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    20Issuance of warrant with debt
    
    July 2010
    
    
    
    
    
    
    
    
    
    
    1,200
    
    
    
    
    
    
    
    
    
    
    
    1,200Induced conversion cost
    
    September 2010
    
    
    
    
    
    
    
    
    
    
    807
    
    
    
    
    
    
    
    
    
    
    
    807Warrant modification cost
    
    September 2010
    
    
    
    
    
    
    
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    484Issuance of shares for services
    
    September 2010
    
    
    1,550,000
    
    
    
    12
    
    
    
    147
    
    
    
    
    
    
    
    
    
    
    
    159Issuance of shares on conversion of debt
    
    September 2010
    
    
    16,149,536
    
    
    
    120
    
    
    
    5,868
    
    
    
    
    
    
    
    
    
    
    
    5,988Stock compensation expense  options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    238
    
    
    
    
    
    
    
    
    
    
    
    238Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,428
    )
    
    
    
    
    
    
    (11,428
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )
    
    
    (20
    )Balance at December 31, 2010
    
    
    
    
    
    
    213,963,166
    
    
    E
    1,888
    
    
    E
    29,602
    
    
    E
    (53,518
    )
    
    E
    661
    
    
    E
    (21,367
    )
  40




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##### Table of Contents



TotalAccumulatedDuringDevelopmentStage(May 2, 1990 toDecember 31,2010
    
    
    2009
    
    
    2010)Cash Flows from Operating ActivitiesNet loss
    
    E
    (11,428
    )
    
    E
    (10,186
    )
    
    E
    (53,518
    )Adjustments to reconcile net loss to net cash
used in operating activitiesChange in the fair value of acquisition-related
contingent consideration
    
    
    1,276
    
    
    
    (1,614
    )
    
    
    (338
    )Depreciation
    
    
    115
    
    
    
    82
    
    
    
    727Amortization of intangibles
    
    
    193
    
    
    
    144
    
    
    
    337Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Fees paid in warrants
    
    
    
    
    
    
    
    
    
    
    223Gain on sales of equipment
    
    
    (68
    )
    
    
    
    
    
    
    (68
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (774
    )Services and fees paid in common stock
    
    
    179
    
    
    
    89
    
    
    
    5,403Stock compensation expense-options
    
    
    238
    
    
    
    
    
    
    
    238Amortization of debt discount
    
    
    600
    
    
    
    
    
    
    
    810Induced conversion cost
    
    
    807
    
    
    
    
    
    
    
    807Warrant modification cost
    
    
    484
    
    
    
    
    
    
    
    484Changes in operating assets and liabilities,
Receivables
    
    
    (55
    )
    
    
    1
    
    
    
    (30
    )Accounts payable
    
    
    (200
    )
    
    
    374
    
    
    
    1,921Taxes and social costs payable
    
    
    (15
    )
    
    
    16
    
    
    
    26Other
    
    
    4
    
    
    
    48
    
    
    
    15Net cash used in operating activities
    
    
    (7,870
    )
    
    
    (11,046
    )
    
    
    (43,528
    )Cash Flows from Investing ActivitiesPatents and other
    
    
    
    
    
    
    
    
    
    
    (393
    )Proceeds from sale of equipment
    
    
    137
    
    
    
    
    
    
    
    137Purchase of property and equipment
    
    
    (28
    )
    
    
    (140
    )
    
    
    (251
    )Acquisition of subsidiary, net of cash acquired of E58
    
    
    
    
    
    
    (4,942
    )
    
    
    (4,942
    )Cash acquired in reverse purchase
    
    
    
    
    
    
    
    
    
    
    13Net cash used in investing activities
    
    
    109
    
    
    
    (5,082
    )
    
    
    (5,436
    )Cash Flows from Financing ActivitiesProceeds from the issuance of
common stock and warrants
    
    
    
    
    
    
    
    
    
    
    11,630Borrowings from shareholders
    
    
    
    
    
    
    
    
    
    
    972Increase in notes payable and other
short-term advances
    
    
    6,633
    
    
    
    18,582
    
    
    
    39,132Decrease in notes payable and other
short-term advances
    
    
    
    
    
    
    
    
    
    
    (1,490
    )Loan fees
    
    
    
    
    
    
    
    
    
    
    (130
    )Net cash provided by financing activities
    
    
    6,633
    
    
    
    18,582
    
    
    
    50,114Effect of foreign exchange rate on cash
    
    
    (20
    )
    
    
    (4
    )
    
    
    661Net increase (decrease) in cash
    
    
    (1,148
    )
    
    
    2,450
    
    
    
    1,811Cash, beginning of period
    
    
    2,959
    
    
    
    509
    
    
    
    Cash, end of period
    
    E
    1,811
    
    
    E
    2,959
    
    
    E
    1,811Non-cash investing and financing activitiesIssuance of warrant in conjunction with
note payable
    
    E
    1,200
    
    
    E
    Issuance of shares on conversion of notes
payable
    
    E
    5,988
    
    
    E
    
  41




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##### Table of Contents



Note 1. The Company and Summary of Significant Accounting Policies
                 42




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##### Table of Contents



st
         43




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44




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##### Table of Contents



Note 2. Receivables
 2010
    
    
    2009Receivable officer
    
    E
    13
    
    
    E
    6Receivable other
    
    
    261
    
    
    
    200274
    
    
    
    206Allowance for doubtful accounts
    
    
    (174
    )
    
    
    (161
    )E
    100
    
    
    E
    45
 Note 3. Transactions with Affiliates
    45




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##### Table of Contents



FixedConversion
    
    
    EUR/USDLender
    
    1st-Issue
    
    Principal
    
    
    Duration
    
    Interest
    
    
    Price
    
    
    RatePrice
    
    Date
    
    Amount
    
    
    (Note)
    
    Rate
    
    
    (stated)
    
    
    ConversionRound Enterprises Ltd.
    
    06/29/2010
    
    E
    2,200
    
    
    (5)
    
    5% pa
    
    NoneRound Enterprises Ltd.
    
    09/30/2010
    
    E
    1,100
    
    
    (8)
    
    5% pa
    
    NoneRound Enterprises Ltd.
    
    12/17/2010
    
    E
    1,100
    
    
    (9)
    
    5% pa
    
    NoneTotal Short Term
Principal Amounts
    
    
    
    E
    4,400Accrued Interest
    
    
    
    E
    72Total Short Term
Notes to
Related Parties
    
    
    
    E
    4,472Unamortized debt
discount
    
    
    
    E
    (600
    )
    
    (10)Net Short Term Notes
to Related
Parties, net of
unamortized
debt discount
    
    
    
    E
    3,872Eardley Holding A.G. (1)
    
    06/23/2006
    
    E
    143
    
    
    (2)
    
    10% pa
    
    US$
    0.10
    
    
    
    N/AAnglo Irish Bank S.A. (3)
    
    10/21/2007
    
    E
    500
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.4090Round Enterprises Ltd.
    
    12/10/2007
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.4429Round Enterprises Ltd.
    
    01/22/2008
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.4629Round Enterprises Ltd.
    
    04/25/2008
    
    E
    2,000
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.5889Round Enterprises Ltd.
    
    06/30/2008
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.5380Round Enterprises Ltd.
    
    11/18/2008
    
    E
    1,200
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.2650Round Enterprises Ltd.
    
    02/09/2009
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    US$
    0.50
    
    
    
    1.2940Round Enterprises Ltd.
    
    06/15/2009
    
    E
    5,500
    
    
    (2, 4)
    
    10% pa
    
    US$
    0.80
    
    
    
    1.4045Eardley Holding A.G.
    
    06/15/2009
    
    E
    100
    
    
    (2, 4)
    
    10% pa
    
    US$
    0.80
    
    
    
    1.4300Von Meyenburg
    
    08/03/2009
    
    E
    200
    
    
    (2)
    
    10% pa
    
    US$
    0.80
    
    
    
    1.4400Round Enterprises Ltd.
    
    10/13/2009
    
    E
    2,000
    
    
    (2)
    
    5% pa
    
    US$
    0.25
    
    
    
    1.4854Round Enterprises Ltd.
    
    12/18/2009
    
    E
    2,200
    
    
    (2)
    
    5% pa
    
    US$
    0.25
    
    
    
    1.4338Total Long Term
Principal Amounts
    
    
    
    E
    19,843Accrued Interest
    
    
    
    E
    3,667Total Long Term
Convertible Notes
to Related Parties
    
    
    
    E
    23,510Total Convertible Notes
to Related
Parties, net of
unamortized
debt discount
    
    
    
    E
    27,382Norwood Secured Loan
    
    04/03/2009
    
    E
    2,500
    
    
    (6)
    
    5% pa
    
    US$
    0.50
    
    
    
    1.2812Total Principal
Amount
    
    
    
    E
    2,500Accrued Interest
    
    
    
    E
    218Total Convertible
Note Payable  other
    
    
    
    E
    2,718Norwood Contingent
Liability
    
    
    
    E
    3,212
    
    
    (7)TOTAL LOANS, NOTES,
AND CONTINGENT LIABILITY
    
    
    
    E
    33,312
 
 (1)
    
    Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of
the Audit Committee of the Company. Face value is stated in U.S. dollars at $190,000.(2)
    
    The earlier of: (i) The date that the Company has sufficient revenues to repay, or (ii) upon
an event of default. The loan is secured against IP assets of Mymetics Corporation.(3)
    
    Renamed Hyposwiss Private Bank Genève S.A. and acting on behalf of Round Enterprises Ltd.
which is a major shareholder.(4)
    
    The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV.(5)
    
    The earlier of (i) June 30, 2011 or (ii) upon an event of default. The term of the loan
agreement started on July 1, 2010.(6)
    
    Under the terms of the acquisition of Bestewil B.V., as part of the consideration, the Company
issued to Norwood Immunology Limited (NIL) a convertible redeemable note (the Note) in the
principal amount of E2,500 with maturity 36 months after the closing date and bearing interest at
5% per annum. The note is secured against one third of Bestewil common stock.(7)
    
    Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company
is committed to make further payments to NIL in the event that certain stated milestones for the
development of vaccines are achieved. These have been considered on a risk probability basis.(8)
    
    The earlier of (i) September 30, 2011 or (ii) upon an event of default.(9)
    
    The earlier of (i) December 16, 2011 or (ii) upon an event of default.(10)
    
    On July 1 2010, Mymetics issued a warrant to Round Enterprises providing the right to buy 32
million shares of Mymetics common stock at a price of US $0.25 per share. The warrant is valid from
July 1, 2010 until June 30, 2013. This warrant has been accounted for by taking its proportional
fair value, which was calculated by the Black Scholes methodology using a hundred fourty percent
historical volatility, a three year expected term, a zero percent dividend yield and a three
percent risk free rate. This proportional fair value was accounted for as a debt discount on the
E2,200 loan issued on the same date and amortizing that discount over 12 months as interest
expense.  2011
    
    E
    4,4722012
    
    
    2,718Contingent liability to Norwood (milestones and royalties)
    
    
    3,212Contingent on ability to repay
    
    
    23,510E
    33,912
 46




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##### Table of Contents



Note 4. Income Taxes
  2010
    
    
    2009U.S. Federal statutory rates on loss from operations
    
    E
    (3,884
    )
    
    E
    (3,466
    )Effect of foreign statutory rate differences
    
    
    80
    
    
    
    185Effect of exchange rate changes
    
    
    (1,182
    )
    
    
    36Permanent differences
    
    
    873
    
    
    
    (549
    )Increase in valuation allowance
    
    
    4,087
    
    
    
    3,781Other
    
    
    30
    
    
    
    3Income tax provision (benefit)
    
    E
    4
    
    
    E
    (10
    )
  2010
    
    
    2009Licenses capitalized for United States tax purposes
    
    E
    1,252
    
    
    E
    1,279License contract basis difference
    
    
    (801
    )
    
    
    (867
    )IPR&D basis difference
    
    
    (770
    )
    
    
    (770
    )Stock options
    
    
    81
    
    
    
    Other
    
    
    59
    
    
    
    54Net operating loss carry forwardsUnited States
    
    
    15,401
    
    
    
    11,818Switzerland
    
    
    669
    
    
    
    459The Netherlands
    
    
    335
    
    
    
    228Luxembourg
    
    
    176
    
    
    
    17416,462
    
    
    
    12,375Less valuation allowance for deferred tax asset
    
    
    (16,462
    )
    
    
    (12,375
    )Net deferred tax asset
    
    E
    
    
    
    E
    
  United States
    
    
    Luxembourg
    
    
    Switzerland
    
    
    The Netherlands2011
    
    E
    597
    
    
    E
    
    
    
    E
    
    
    
    E
    2012
    
    
    1,093
    
    
    
    
    
    
    
    
    
    
    
    2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2016-2028
    
    
    43,785
    
    
    
    
    
    
    
    2,675
    
    
    
    1,341Perpetual
    
    
    
    
    
    
    801
    
    
    
    
    
    
    
    E45,475
    
    
    E
    801
    
    
    E
    2,675
    
    
    E
    1,341
 Note 5. Stock Options
     47




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WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise Price
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Range
    
    
    Price
    
    
    Term (Years)
    
    
    ValueOutstanding,
December 31, 2008
    
    
    442,500
    
    
    $
    0.12 to $3.50
    
    
    $
    0.97Granted
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    Outstanding,
December 31, 2009
    
    
    442,500
    
    
    $
    0.12 to $3.50
    
    
    $
    0.97Granted
    
    
    4,350,000
    
    
    $
    0.14 to $0.19
    
    
    $
    0.15Forfeited
    
    
    
    
    
    
    
    
    
    
    Outstanding,
December 31, 2010
    
    
    4,792,500
    
    
    $
    0.12 to $3.50
    
    
    $
    0.23
    
    
    
    8.44
    
    
    $
    103Exercisable,
December 31, 2010
    
    
    2,542,500
    
    
    $
    0.12 to $0.19
    
    
    $
    0.29
    
    
    
    7.80
    
    
    $
    61
   Number ofshares
    
    Exercise Price17,500
    
    
    $
    3.5050,000
    
    
    $
    3.1550,000
    
    
    $
    2.50100,000
    
    
    $
    0.551,000,000
    
    
    $
    0.193,425,000
    
    
    $
    0.14150,000
    
    
    $
    0.12
  Number ofShares
    
    
    Weighted AverageUnderlying
    
    
    Grant Date FairNonvested options
    
    Options
    
    
    ValueNonvested at December 31, 2009
    
    
    
    
    
    
    Granted
    
    
    4,350,000
    
    
    $
    0.11Vested
    
    
    (2,100,000
    )
    
    $
    0.10Nonvested at December 31, 2010
    
    
    2,250,000
    
    
    $
    0.12
  Years ended December 31,2010
    
    2009Closing market price of common stock
    
    $0.135  $0.16
    
    Estimated volatility
    
    140.31%  140.40%
    
    Risk free interest rate
    
    3.00%
    
    Expected dividend rate
    
    
    
    Expected life
    
    1.5  3.9 years
    
    
    Note 6. Commitments and Contingencies
   Office Rent Expected
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    ThereafterNYON
    
    E
    3
    
    
    E
    
    
    
    E
    
    
    
    E
    
    
    
    E
    
    
    
    E
    LAUSANNE
    
    E
    113
    
    
    E
    137
    
    
    E
    137
    
    
    E
    137
    
    
    E
    137
    
    
    E
    34LEIDEN
    
    E
    48
    
    
    E
    48
    
    
    E
    12
    
    
    E
    
    
    
    E
    
    
    
    E
    TOTAL
    
    E
    164
    
    
    E
    185
    
    
    E
    149
    
    
    E
    137
    
    
    E
    137
    
    
    E
    34
  48




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##### Table of Contents



Note 7. Acquisition of Bestewil
  Risk free interest rate
    
    
    0.38
    %Expected dividends
    
    
    0
    %Expected term
    
    
    1.5
    yearsVolatility
    
    
    131.92
    %
  
    
    A payment of up to E2,800 in cash in the event of a license agreement being signed by
April 1, 2011 with a third party to access Bestewil intellectual property and know-how in
the field of Respiratory Syncytial Virus (RSV License);
    
    A payment of up to E3,000 in cash should a third party commence a Phase III clinical
trial by April 1, 2013 for Mymetics Intranasal Influenza Vaccine licensed from Bestewil;
    
    A payment of 50% of Mymetics net royalties received from a Respiratory Syncytial Virus
license (RSV license), payable in cash, maximum amount unlimited; and
    
    A payment in cash, maximum amount unlimited, of 25% of any net amounts received by
Mymetics from a third party Herpes Simplex Virus license (HSV license) based upon Bestewil
intellectual property.
     As
    
    
    MeasurementInitially
    
    
    Period
    
    
    AsRecorded
    
    
    Adjustments
    
    
    AdjustedCash paid to Norwood
    
    E
    5,000
    
    
    E
    
    
    
    E
    5,000Convertible note payable issued
    
    
    2,500
    
    
    
    
    
    
    
    2,500Equity options issued
    
    
    601
    
    
    
    
    
    
    
    601Contingent consideration:Royalties for Influenza
Vaccine
    
    
    
    
    
    
    1,800
    
    
    
    1,800Royalties for RSV
    
    
    700
    
    
    
    729
    
    
    
    1,429Royalties for HSV
    
    
    750
    
    
    
    (429
    )
    
    
    321Total purchase consideration
    
    E
    9,551
    
    
    E
    2,100
    
    
    E
    11,651
 49




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##### Table of Contents



Expected volatility
    
    
    157.60
    %Risk-free interest rate
    
    
    0.65
    %Expected term in years
    
    
    1.5Dividend yield
    
    
    0.00
    %
  Purchase Price AllocationAssets:Current assets
    
    E
    90License contract (Intranasal Influenza Vaccine)
    
    
    2,694In-process research and development (HSV and RSV)
    
    
    2,266Goodwill
    
    
    6,671Property and equipment
    
    
    98Other non-current assets
    
    
    7Total assets
    
    
    11,826Liabilities:Current liabilities
    
    
    175Total liabilities
    
    E
    175Total purchase consideration
    
    E
    11,651
     Note 8. Fair Value Measurements
    Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)Acquisition-related Contingent Consideration2010
    
    
    2009Balance at January 1
    
    E
    1,936
    
    
    E
    3,550Change in fair value recorded
in earnings
    
    
    1,276
    
    
    
    (1,614
    )Balance at December 31
    
    E
    3,212
    
    
    E
    1,936
    December 31, 2010
    
    
    December 31, 2009Indefinite-lived intangibles:In process research and development
    
    E
    2,266
    
    
    E
    2,266Definite-lived intangibles:License contract
    
    E
    2,694
    
    
    E
    2,694Less accumulated amortization
    
    
    (337
    )
    
    
    (144
    )2,357
    
    
    
    2,550Other intangibles, net
    
    E
    4,624
    
    
    E
    4,816
  50




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##### Table of Contents



Mymetics CorporationBy:
    /s/ Jacques-François MartinName:
    Jacques-François MartinTitle:
    Chief Executive Officer and Director  By:
    /s/ Sylvain FleuryName:
    Sylvain Fleury, Ph.D.Title:
    Chief Scientific Officer and Director  By:
    /s/ Ernest SternName:
    Ernest SternTitle:
    Director  By:
    /s/ Dr. Thomas StaehelinName:
    Thomas StaehelinTitle:
    Director