ImmunoCellular Therapeutics, Ltd. (Form: 10-Q, Received: 08/18/2011 17:08:32)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 033-17264-NY

ImmunoCellular Therapeutics, Ltd.

(Exact name of registrant as specified in its charter)


DELAWARE		93-1301885
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

21900 Burbank Boulevard, 3 ^rd Floor

Woodland Hills, California 91367

(Address of principal executive offices)

(818) 992-2907

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

The Issuer had 28,589,468 shares of its common stock outstanding as of August 10, 2011.

ImmunoCellular Therapeutics, Ltd.

FORM 10-Q

Table of Contents


		Page
PART I FINANCIAL INFORMATION			1
Item 1.	Financial Statements		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.	Controls and Procedures		23
PART II OTHER INFORMATION			24
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3.	Defaults Upon Senior Securities		24
Item 4.	Removed and Reserved		24
Item 6.	Exhibits		24
SIGNATURES			26
EXHIBIT LIST			27

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Condensed Balance Sheets


	December 31, 2010			June 30, 2011
				(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,319,776		$	10,147,636
Other assets		24,033			40,259

Total current assets		5,343,809			10,187,895
Fixed assets, net		12,367			42,276
Other assets		8,974			8,974

Total assets	$	5,365,150		$	10,239,145


Liability and Shareholders’ Equity
Current liabilities:
Accounts payable	$	171,065		$	62,651
Accrued liabilities		276,384			488,065

Total current liabilities		447,449			550,716


Warrant Liability		2,581,871			5,827,556


Commitments and contingencies		0			0

Shareholders’ equity:

Common stock, $0.0001 par value; 74,000,000 shares authorized; 22,213,602 shares and 28,358,506 shares issued and outstanding as of December 31, 2010 and June 30, 2011, respectively		2,221			2,836
Additional paid in capital		25,341,679			31,120,921
Promissory note		(54,282	)		0
Deficit accumulated during the development stage		(22,953,788	)		(27,262,884	)

Total shareholders’ equity		2,335,830			3,860,873

Total liabilities and shareholders’ equity	$	5,365,150		$	10,239,145

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

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Condensed Statements of Operations

(unaudited)


	For the Three Months Ended June 30, 2010			For the Three Months Ended June 30, 2011			For the Six Months Ended June 30, 2010			For the Six Months Ended June 30, 2011			February 25, 2004 (Inception) to June 30, 2011
Revenues	$	0		$	0			0		$	0		$	300,000

Expenses:
Research and development		509,261			858,183			688,956			1,775,397			7,335,664
Merger costs		0			0			0			0			73,977
Stock based compensation		201,161			391,858			332,244			633,839			7,663,711
General and administrative		640,441			579,889			1,091,638			1,133,610			7,678,333


Total expenses		1,350,863			1,829,930			2,112,838			3,542,846			22,751,685


Loss before other income (expense) and income taxes		(1,350,863	)		(1,829,930	)		(2,112,838	)		(3,542,846	)		(22,451,685	)
Interest income		1,087			1,009			1,560			2,645			337,434
Change in fair value of warrant liability		(316,730	)		278,096			(323,690	)		(768,895	)		(3,056,133	)


Loss before income taxes		(1,666,506	)		(1,550,825	)		(2,434,968	)		(4,309,096	)		(25,170,384	)

Income taxes		0			0			0			0			0


Net loss		(1,666,506	)		(1,550,825	)		(2,434,968	)		(4,309,096	)		(25,170,384	)

Deemed dividend on redemption of preferred stock		(954,750	)		0			(954,750	)		0			(2,092,500	)


Net loss attributable to common stock	$	(2,621,256	)	$	(1,550,825	)	$	(3,389,718	)	$	(4,309,096	)	$	(27,262,884	)


Weighted average number of shares:
Basic and diluted		19,156,571			28,326,854			17,070,206			26,331,081			10,504,056


Loss per share:
Basic and diluted	$	(0.14	)	$	(0.05	)	$	(0.20	)	$	(0.16	)	$	(2.60	)

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

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Condensed Statements of Shareholders’ Equity

(unaudited)


	Preferred Stock					Common Stock						Additional Paid-In Capital			Promissory Note			Deficit Accumulated During the Development Stage			Total
	Shares			Amount		Shares			Amount			Additional Paid-In Capital			Promissory Note			Deficit Accumulated During the Development Stage			Total
Initial capitalization at $0.00002 per share		0		$	0		6,256,500		$	10		$	87		$	0		$	0		$	97
Common stock issued for cash during 2004 at $0.00078 per share		0			0		193,500			15			135			0			0			150
Net loss		0			0		0			0			0			0			(11,741	)		(11,741	)

Balance at December 31, 2004		0			0		6,450,000			25			222			0			(11,741	)		(11,494	)
Common stock issued for cash during 2005 at $0.19 per share		0			0		387,000			659			74,341			0			0			75,000
Common stock issued for cash during 2005 at $0.32 per share		0			0		154,800			16			49,984			0			0			50,000
Common stock issued for research and development during 2005 at $0.99 per share		0			0		154,800			15			152,745			0			0			152,760
Net loss		0			0		0			0			0			0			(246,004	)		(246,004	)

Balance at December 31, 2005		0			0		7,146,600			715			277,292			0			(257,745	)		20,262
Common stock issued for services during 2006 at $0.50 per share		0			0		73,093			7			36,539			0			0			36,546
Common stock issued for cash during 2006 in private placements at $1.00 per share, net of redemptions		0			0		1,510,000			151			549,249			0			0			549,400
Common stock issued for research and development during 2006 at $1.00 per share		0			0		694,000			69			693,931			0			0			694,000
Shares issued in connection with reverse merger		0			0		825,124			83			(83	)		0			0			0
Shares cancelled in connection with the sale of Optical Molecular Imaging, Inc.		0			0		(2,059,100	)		(206	)		(64,794	)		0			0			(65,000	)
Exercise of stock options		0			0		10,062			1			3,521			0			0			3,522
Stock based compensation (options)		0			0		0			0			4,103,645			0			0			4,103,645
Net loss		0			0		0			0			0			0			(5,152,713	)		(5,152,713	)

Balance at December 31, 2006		0			0		8,199,779			820			5,599,300			0			(5,410,458	)		189,662
Common stock issued for cash during 2007 in private placements at $1.50 per share		0			0		3,531,603			353			4,892,133			0			0			4,892,486
Exercise of stock options		0			0		51,111			5			(5	)		0			0			0
Reclassification of warrant derivative liability		0			0		0			0			2,233,600			0			0			2,233,600
Stock based compensation (options)		0			0		0			0			1,296,714			0			0			1,296,714
Net loss		0			0		0			0			0			0			(3,614,753	)		(3,614,753	)

Balance at December 31, 2007		0			0		11,782,493			1,178			14,021,742			0			(9,025,211	)		4,997,709
Common stock issued for research and development during 2008 at $0.53 per share		0			0		800,000			80			423,920			0			0			424,000
Common stock issued for research and development during 2008 at $0.65 per share		0			0		100,000			10			64,990			0			0			65,000
Stock based compensation (options)		0			0		0			0			513,357			0			0			513,357
Net loss		0			0		0			0			0			0			(3,059,730	)		(3,059,730	)

Balance at December 31, 2008		0			0		12,682,493			1,268			15,024,009			0			(12,084,941	)		2,940,336
Exercise of warrants		0			0		1,970,992			197			462,551			0			0			462,748
Exercise of stock options		0			0		214,357			22			64,460			(52,668	)		0			11,814
Stock based compensation (options)		0			0		0			0			308,302			0			0			308,302
Net loss		0			0		0			0			0			0			(2,626,205	)		(2,626,205	)

Balance at December 31, 2009		0			0		14,867,842			1,487			15,859,322			(52,668	)		(14,711,146	)		1,096,995
Common stock and warrants issued for cash during 2010 at $1.00 per share, net of offering costs		0			0		4,230,910			423			3,248,315			0			0			3,248,738
Preferred stock and warrants issued for cash during 2010 at $10,000 per share, net of offering costs		400			0		0			0			0			0			0			0
Exercise of warrants in exchange for promissory note		0			0		2,700,000			270			5,399,730			(5,400,000	)		0			0
Redemption of preferred stock for repayment of promissory note		(400	)		0		0			0			0			5,400,000			(2,092,500	)		3,307,500
Exercise of stock options		0			0		50,000			5			26,495			0			0			26,500
Cashless exercise of stock options		0			0		297,156			30			(30	)		0			0			0
Common stock issued for services during 2010 at $0.90 per share		0			0		60,000			6			53,994			0			0			54,000
Common stock issued for services during 2010 at $1.06 per share		0			0		7,694			0			8,156			0			0			8,156
Stock based compensation		0			0		0			0			745,697			0			0			745,697
Interest on promissory note		0			0		0			0			0			(1,614	)		0			(1,614	)
Net loss		0			0		0			0			0			0			(6,150,142	)		(6,150,142	)

Balance at December 31, 2010		0			0		22,213,602			2,221			25,341,679			(54,282	)		(22,953,788	)		2,335,830


	Preferred Stock				Common Stock				Additional Paid-In Capital			Promissory Note			Deficit Accumulated During the Development Stage			Total
	Shares		Amount		Shares		Amount		Additional Paid-In Capital			Promissory Note			Deficit Accumulated During the Development Stage			Total
Common stock and warrants issued for cash during 2011 at $1.55 per share, net of offering costs		0		0		5,219,768		522		4,982,816			0			0			4,983,338
Exercise of stock options		0		0		176,000		18		162,662			0			0			162,680
Cashless exercise of stock options		0		0		652,599		65		(65	)		0			0			0
Stock based compensation		0		0		96,537		10		633,829			0			0			633,839
Interest on promissory note		0		0		0		0		0			(352	)		0			(352	)
Redemption of promissory note		0		0		0		0		0			54,634			0			54,634
Net loss		0		0		0		0		0			0			(4,309,096	)		(4,309,096	)

Balance at June 30, 2011		0		0		28,358,506	$	2,836	$	31,120,921		$	0		$	(27,262,884	)	$	3,860,873

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

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Condensed Statements of Cash Flows

(unaudited)


	For the Six Months Ended June 30, 2010			For the Six Months Ended June 30, 2011			February 25, 2004 (Inception) to June 30, 2011
Cash flows from operating activities :
Net loss	$	(2,434,968	)	$	(4,309,096	)	$	(25,170,384	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,817			8,016			17,121
Interest (accrued) paid on promissory note		(916	)		1,264			0
Change in fair value of warrant liability		323,690			768,895			3,056,133
Stock-based compensation		332,244			633,839			7,601,205
Common stock issued for services		0			0			98,703
Common stock issued for research and development		0			0			1,335,760
Changes in assets and liabilities:
Other assets		(97,689	)		(16,226	)		(79,514	)
Accounts payable		(143,214	)		(108,414	)		62,651
Accrued liabilities		207,695			211,681			488,065


Net cash used in operating activities		(1,811,341	)		(2,810,041	)		(12,590,260	)


Cash flows from investing activities:
Purchase of property and equipment		0			(37,925	)		(99,397	)
Cash paid for sale of Optical Molecular Imaging, Inc.		0			0			(25,000	)

Net cash used in investing activities		0			(37,925	)		(124,397	)


Cash flows from financing activities:
Exercise of stock options		0			162,679			204,513
Exercise of warrants		0			0			462,748
Payments on promissory note receivable		0			53,018			53,018
Proceeds from issuance of common stock and warrants under private placements, net of offering costs		4,370,994			7,460,129			18,237,609
Proceeds from issuance of preferred stock and warrants, net of offering costs		3,779,158			0			3,779,158
Proceeds from issuance of common stock		0			0			125,247

Net cash provided by financing activities		8,150,152			7,675,826			22,862,293

Increase in cash and cash equivalents		6,338,811			4,827,860			10,147,636
Cash and cash equivalents at beginning of period		1,407,256			5,319,776			0

Cash and cash equivalents at end of period	$	7,746,067		$	10,147,636		$	10,147,636


Supplemental cash flows disclosures:
Interest expense paid	$	0		$	0		$	0

Income taxes paid	$	0		$	0		$	0


Supplemental non-cash financing disclosures:
Exercise of warrants in exchange for promissory note	$	3,350,000		$	0		$	3,350,000

Redemption of preferred stock for repayment of promissory note	$	3,350,000		$	0		$	3,350,000

Deemed dividend on redemption of preferred stock	$	954,750		$	0		$	2,092,500

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

ImmunoCellular Therapeutics, Ltd.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

1. Nature of Organization and Development Stage Operations

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

Since the Company’s inception on February 25, 2004, the Company has been primarily engaged in the acquisition of certain intellectual property, together with development of its product candidates and the recent clinical testing activities for one of its vaccine product candidates, and has not generated any recurring revenues. As a result, the Company has incurred operating losses and, as of June 30, 2011, the Company had an accumulated deficit of $27,262,884. The Company expects to incur significant research, development and administrative expenses before any of its products can be launched and recurring revenues generated.

Interim Results

The accompanying condensed financial statements at June 30, 2011 and for the three and six month periods ended June 30, 2010 and 2011 and for the period February 25, 2004 (inception) to June 30, 2011 are unaudited, but include all adjustments, consisting of normal recurring entries, which the Company’s management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2010 have been derived from our audited financial statements as of that date.

The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted pursuant to such rules and regulations. Certain prior year amounts have been reclassified to conform to the 2010 financial statement presentation. The financial statements should be read in conjunction with the Company’s audited financial statements in its Form 10-K for the year ended December 31, 2010. The Company’s operating results will fluctuate for the foreseeable future. Therefore, period-to-period comparisons should not be relied upon as predictive of the results in future periods.

2. Summary of Significant Accounting Policies

Development Stage Enterprise —The Company is a development stage enterprise as defined by Financial Accounting Standard Board’s Topic 915, “Accounting and Reporting by Development Stage Enterprises.” The Company is devoting substantially all our present efforts to research and development. All losses accumulated since inception are considered part of the Company’s development stage activities.

Liquidity —As of June 30, 2011, the Company had working capital of $9,637,179, compared to working capital of $4,896,360 as of December 31, 2010. The estimated cost of completing the development of either of our current vaccine product candidates and of obtaining all required regulatory approvals to market either of those product candidates is substantially greater than the amount of funds the Company currently has available. However, the Company believes that its existing cash balances its currently planned level of operations for at least the next twelve months, although there is no assurance that such proceeds will be sufficient for this purpose.

Cash and cash equivalents —The Company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. As of December 31, 2010 and June 30, 2011, the Company had approximately $4,500,000 and $4,000,000, respectively, of certificates of deposit. These securities were fully covered by FDIC insurance and mature within the next six months. They are classified as held-to-maturity and under ASC Topic 320, “Investments – Debt and Equity Securities”, are measured at cost since the Company has the intent and ability to hold these securities to maturity.

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

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

Stock Based Compensation —Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Based” requires that the expense resulting for all share-based payment transactions be recognized in the Company’s condensed financial statements.

Stock option grants issued prior to March 31, 2011 to employees and officers and directors were valued using the Black-Scholes pricing model. Stock option grants made subsequent to March 31, 2011 were valued using the binomial lattice simulation model. The following assumptions were used to value the grants:


	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
Risk-free interest rate		2.43	%		1.44	%
Expected dividend yield		None			None
Expected life		6.8 years			3.56 years
Expected volatility		57.9	%		102.0	%

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2010 and 2011 was $0.70 and $1.02, respectively.

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

The Company’s stock price volatility and option lives involve management’s best estimates, both of which impact the fair value of the option and, ultimately, the expense that will be recognized over the life of the option. The Company used market comparables to estimate volatility during the period in which the Company’s stock was thinly traded. Company specific information was used to establish volatility when the Company’s trading volume increased and sufficient historical data was established.

When options are exercised, our policy is to issue previously unissued shares of common stock to satisfy share option exercises. As of June 30, 2011, the Company had approximately 45.7 million shares of authorized but unissued common stock.

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

Income Taxes — The Company accounts for federal and state income taxes in accordance with ASC Topic 740, “Income Taxes”. Under the liability method, a deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities, as measured by the enacted tax rates. The Company’s provision for income taxes represents the amount of taxes currently payable, if any, plus the change in the amount of net deferred tax assets or liabilities. A valuation allowance is provided against net deferred tax assets if recoverability is uncertain on a more likely than not basis. ASC 740 clarifies the accounting for uncertainty in income tax positions (“tax positions”). The provisions of ASC 740 require the Company to recognize in its financial statements the impact of a tax position if the position will more likely than not be sustained upon examination by a taxing authority, based on the technical merits of the position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. The Company is not currently under examination by any taxing authority nor has it been notified of an impending examination.

The Company recognizes interest and penalties for uncertain tax positions in income tax expense. Upon adoption and as of June 30, 2011, the Company had no interest and penalty accrual or expense.

Fair Value of Financial Instruments —The carrying amounts reported in the condensed balance sheets for cash, cash equivalents, short-term investments and accounts payable approximate their fair values due to their quick turnover.

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

Basic and Diluted Loss per Common Share —Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding. Common share equivalents (which consist of options and warrants) are excluded from the computation of diluted loss per share since the effect would be antidilutive. Common share equivalents which could potentially dilute basic earnings per share in the future, and which were excluded from the computation of diluted loss per share, totaled 39,973,169 shares and 41,655,680 shares at June 30, 2010 and 2011, respectively.

Recently Issued Accounting Standards — In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-4, which amends the Fair Value Measurements Topic of the Accounting Standards Codification (ASC) to help achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRS. ASU No. 2011-4 does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting. The ASU is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required. The ASU will affect the Company’s fair value disclosures, but will not likely affect the Company’s results of operations, financial condition or liquidity.

In June 2011, the FASB issued ASU No. 2011-5, which amends the Comprehensive Income Topic of the ASC. The ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity, and instead requires consecutive presentation of the statement of net income and other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements. ASU No. 2011-5 is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required. It will have likely have no affect on the Company’s results of operations, financial condition or liquidity.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company's present or future condensed financial statements.

3. Property and Equipment

Property and equipment consist of the following:


	December 31, 2010			June 30, 2011
Computers	$	10,900		$	10,900
Research equipment		10,572			48,497

		21,472			59,397
Less accumulated depreciation		(9,105	)		(17,121	)

	$	12,367		$	42,276

Depreciation expense was $909 and $3,603 for the three months ended June 30, 2010 and June 30, 2011, respectively. Depreciation expense was $1,817 and $8,016 for the six months ended June 30, 2010 and June 30, 2011, respectively. Depreciation expense was $17,121 for the period from February 25, 2004 (date of inception) to June 30, 2011.

4. Related-Party Transactions

Cedars-Sinai Medical Center License Agreement

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

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

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

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

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

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

5. Commitments and Contingencies:

Employment Agreement with Dr. Manish Singh

On May 10, 2011, the Company entered into an Employment Agreement, effective as of February 18, 2011, with Dr. Manish Singh pursuant to which Dr. Singh will continue to serve on a full-time basis as the Company’s President and Chief Executive Officer for a one-year term commencing February 18, 2011. The Company is required under the Employment Agreement to use its commercially reasonable efforts to have Dr. Singh continue to serve as a member of the Company’s Board of Directors during the term of the Employment Agreement. The Employment Agreement automatically renews on the one-year anniversary date of the effective date of February 18, 2011 of each year thereafter for successive one-year terms unless terminated by either party.

The Employment Agreement provides for an annual base salary of $315,000. In addition, provided that Dr. Singh continues to serve as the Company’s President and Chief Executive Officer for the entire one-year term of the Employment Agreement, the Company will pay Dr. Singh a discretionary cash bonus of up to $100,000 upon the attainment of certain corporate goals.

The Employment Agreement also provides Dr. Singh a seven-year incentive stock option grant to purchase 270,000 shares of common stock under the Company’s 2006 Equity Incentive Plan (the “Plan”) at an exercise price of $2.25 per share, which was the closing price of the Company’s common stock on the date of grant. The option will vest as follows; (i) 20,000 shares on February 17, 2012, (ii) 50,000 shares on February 17, 2013, (iii) 50,000 shares on February 17, 2014, (iv) 50,000 shares upon the Company attaining a

market capitalization of at least $100 million for ten consecutive trading dates, (v) 50,000 shares upon the Company attaining a market capitalization of at least $150 million for ten consecutive trading days and (vi) 50,000 shares upon the Company attaining a market capitalization of at least $200 million for ten consecutive trading days. The option may be exercised during the term that Dr. Singh provides services to the Company and for twelve months after termination for any reason except termination for cause by the Company, provided that such exercise is within the seven-year term of the option.

In the event that the Company terminates the Employment Agreement without cause, then (i) the Company upon such termination will be required to make a lump sum payment to Dr. Singh equal to six months of his base annual salary, (ii) any stock options granted to Dr. Singh, to the extent vested, will be retained by Dr. Singh and will be exercisable on the terms described above, and (3) the vesting of an additional number of shares subject to all options granted to Dr. Singh equal to 50% of all shares subject to such options that vest based solely on the passage of time and that have not already vested will immediately accelerate and will be exercisable on the terms described above. If Dr. Singh terminates his employment for “good reason” as defined in the Employment Agreement, he will receive the severance benefits described in the preceding sentence, except that 100% of his options will vest if his employment terminates for good reason following a merger or similar corporate transaction in which the Company is not the surviving entity and the surviving entity does not offer Dr. Singh an executive position at a compensation level at least equal to his then compensation under the Employment Agreement.

Employment Agreement with David Fractor

On April 4, 2011 the Company entered into an Employment Agreement with David Fractor pursuant to which Mr. Fractor will serve as the Company’s Treasurer and Chief Financial Officer on a part-time basis for a three-year term, subject to termination by either party on 30 days notice. Under this agreement, Mr. Fractor receives a monthly salary of $6,000 and was granted a seven-year option to purchase 42,000 shares of the Company’s common stock at a price of $2.25 per share, with such option to vest in equal monthly installments over the three-year term of the agreement.

Employment Agreement with Dr. James Bender

On May 10, 2011, the Company entered into an Employment Agreement, effective as of February 1, 2011, with Dr. James Bender pursuant to which Dr. Bender will continue to serve on a full-time basis as the Company’s Vice President – Product Development and Manufacturing for a one-year term commencing February 1, 2011. The Employment Agreement automatically renews on the one-year anniversary date of the effective date of February 1, 2011 of each year thereafter for successive one-year terms unless terminated by either party.

The Employment Agreement provides for an annual base salary of $175,000. In addition, provided that Dr. Bender continues to serve as the Company’s Vice President – Product Development and Manufacturing for the entire one-year term of the Employment Agreement, the Company will pay Dr. Bender a discretionary cash bonus of up to $35,000 upon the attainment of certain corporate goals.

The Employment Agreement also provides Dr. Bender a seven-year incentive stock option grant to purchase 120,000 shares of common stock under the Plan at an exercise price of $2.25 per share, which was the closing price of the Company’s common stock on the date of grant. The option will vest as to (i) 60,000 shares in three annual installments of 20,000 shares each, with the first installment to vest on January 31, 2012; (ii) 20,000 shares upon the Company attaining a market capitalization of at least $100 million for ten consecutive trading dates; (iii) 20,000 shares upon the Company attaining a market capitalization of at least $150 million for ten consecutive trading dates; and (iv) 20,000 shares upon the Company attaining a market capitalization of at least $200 million for ten consecutive trading dates. The option may be exercised during the term that Dr. Bender provides services to the Company and for twelve months after termination for any reason except termination for cause by the Company, provided that such exercise is within the seven-year term of the option.

In the event that the Company terminates the Employment Agreement without cause, then (i) the Company upon such termination will be required to make a lump sum payment to Dr. Bender equal to six months of his base annual salary, (ii) any stock options granted to Dr. Bender, to the extent vested, will be retained by Dr. Bender and will be exercisable on the terms described above, and (iii) the vesting of an additional number of shares subject to all options granted to Dr. Bender equal to 50% of all shares subject to such options that vest solely on the passage of time and that have not already vested will immediately accelerate and will be exercisable on the terms described above. If Dr. Bender terminates his employment for “good reason” as defined in the Employment Agreement, he will receive the severance benefits described in the preceding sentence, except that 100% of his options will vest if his employment terminates for good reason following a merger or similar corporate transaction in which the Company is not the surviving entity and the surviving entity does not offer Dr. Bender an executive position at a compensation level at least equal to his then compensation under the Employment Agreement.

Agreement with Dr. John Yu

On May 10, 2011, the Company entered into an Agreement, effective as of March 1, 2011, with Dr. John Yu pursuant to which Dr. Yu will continue to serve as the Company’s Chief Scientific Officer for a one-year term commencing March 1, 2011. The term of this Agreement will automatically renew on the one-year anniversary date of the Agreement each year after March 1, 2011 for successive one-year terms unless either party terminates. Dr. Yu may also terminate the Agreement at any time upon 60 days notice.

The Agreement provides for an annual base salary of $70,000. In addition, Dr. Yu will receive a bonus of $15,000 each (a maximum total of $30,000) upon and provided that the Company achieves each of the following milestones within one year from the March 1, 2011: (i) enrollment of 75 patients in the Phase II trial of ICT-107 and (ii) filing of an IND for either a new indication for ICT-107 or for another product candidate of the Company.

The Agreement also provides Dr. Yu a seven-year incentive stock option grant to purchase 50,000 shares of common stock under the Plan at an exercise price of $1.95 per share, which was the closing price of the Company’s common stock on the date of grant. The option will vest in three equal annual installments, with the first vesting date to be February 29, 2012. The option may be exercised during the term that Dr. Yu provides services to the Company and for twelve months after termination for any reason except termination without cause by Dr. Yu or termination for cause by the Company, provided that such exercise is within the seven-year term of the option. All of the options granted to Dr. Yu will vest if his services terminate following a merger or similar corporate transaction in which the Company is not the surviving entity and the surviving entity does not offer Dr. Yu an executive position at a compensation level at least equal to his then compensation level under the Agreement.

Research and Development

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

6. Shareholders’ Equity

Common Stock

In March 2010, the Company raised $1,654,686 (after commissions and offering expenses) from the sale of 1,740,000 shares of common stock and warrants to purchase 696,000 shares of common stock at an exercise price of $1.15 per share, to various investors in a private placement. (See “Warrants and Warrant Liabilities” below.)

In May 2010, the Company raised $2,716,308 (after commissions and offering expenses) from the sale of 2,490,910 shares of common stock and warrants to purchase 1,245,455 shares of common stock at an exercise price of $1.50 per share, to various investors in a private placement. (See “Warrants and Warrant Liabilities” below)

In February 2011, the Company raised $7,460,119 (after commissions and offering expenses) from the sale of 5,219,768 shares of common stock and warrants to purchase 2,609,898 shares of common stock at an exercise price of $2.25 per share, to various investors in a private placement. (See “Warrants and Warrant Liabilities” below)

Preferred Stock

On December 3, 2009, the Company entered into a Preferred Stock Purchase Agreement dated as of December 3, 2009 (the “Preferred Stock Agreement”) with Socius Capital Group, LLC, a Delaware limited liability company d/b/a Socius Life Sciences Capital Group, LLC (the “Investor”). Pursuant to the Preferred Stock Agreement, the Company will issue to the Investor up to $10,000,000 of the Company’s newly created Series A Preferred Stock (the “Preferred Stock”). The purchase price of the Preferred Stock is $10,000 per share. The shares of Preferred Stock that are issued to the Investor will bear a cumulative dividend of 10.0% per annum, payable in shares of Preferred Stock, will be redeemable under certain circumstances and will not be convertible into shares of the Company’s common stock. Subject to the terms and conditions of the Preferred Stock Agreement, the Company has the right to determine (1) the number of shares of Preferred Stock that it will require the Investor to purchase from the Company, up to a maximum purchase price of $10,000,000, (2) whether it will require the Investor to purchase Preferred Stock in one or more traunches, and (3) the timing of such required purchase or purchases of Preferred Stock.

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

Pursuant to the Preferred Stock Agreement, the Company agreed to pay the Investor a commitment fee of $500,000 (the “Commitment Fee”), with $250,000 payable when the Company makes its first election to require the Investor to purchase shares of Preferred Stock and with the remaining $250,000 payable when the aggregate amount of Preferred Stock purchased by the Investor equals at least $5,000,000; provided, however, that the first $250,000 portion of the Commitment Fee will be due and payable on the six-month anniversary of the effective date of the registration statement described below even if no sales of Preferred Stock to the Investor have occurred by that date. The Company has the right to elect to pay each installment of the Commitment Fee in immediately available funds or by issuance of shares of common stock. In January 2010, the Company accrued $250,000 in commitment fees associated with the Preferred Stock Agreement.

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

Pursuant to the Preferred Stock Agreement, the Company agreed to file with the Securities and Exchange Commission a registration statement covering the resale of the shares of common stock that are issuable to the Investor under the Warrant and in satisfaction of the Commitment Fee. The registration statement was deemed effective on January 22, 2010. The 1.2 million shares of common stock registered for the Commitment Fee are held in escrow by the Company.

On May 2, 2010, the Company issued and sold 400 shares of the Preferred Stock to Socius Capital Group, LLC pursuant to the terms of the Preferred Stock Agreement. The aggregate purchase price for the Preferred Stock was $4,000,000 (less $220,842 in Commitment Fees and offering expenses). Under the terms of the Preferred Stock Agreement, Socius remains obligated, from time to time until December 3, 2012, to purchase up to an additional 600 shares of Preferred Stock at a purchase price of $10,000 per share upon notice from the Company to Socius, and subject to the satisfaction of certain conditions, as set forth in the Preferred Stock Agreement.

In connection with the foregoing transaction, a portion of the warrants held by an affiliate of Socius became vested and exercisable covering 2,700,000 shares of the Company’s common stock for a five-year period at an exercise price of $2.00 per share under the terms of the Preferred Stock Agreement. In consideration of Socius agreeing to grant the Company certain waivers under the Preferred Stock Agreement, this affiliate also became entitled to purchase up to an additional 1,350,000 shares of the Company’s common stock at an exercise price of $2.50 per share. On May 2, 2010, the affiliate of Socius exercised a portion of its warrant for 1,675,000 shares and paid the $3,350,000 exercise price for these shares by delivering a four-year full recourse promissory note for this amount, as permitted by the Preferred Stock Agreement. The Company immediately thereafter redeemed approximately 248 shares of the Preferred Stock by offsetting the $3,350,000 redemption price for these shares against the $3,350,000 owed to the Company under the note. On December 2, 2010, the affiliate of Socius exercised the remaining portion of its warrant for 1,025,000 shares and paid the $2,050,000 exercise price for these shares by delivering a four-year full recourse promissory note for this amount, as permitted by the Preferred Stock Agreement. The Company immediately thereafter redeemed approximately 152 shares of the Preferred Stock by offsetting the $2,050,000 redemption price for these shares against the $2,050,000 owed to the Company under the note. (See “Warrants” and “Warrant Liabilities” below.)

Stock Options

In February 2005, the Company adopted an Equity Incentive Plan (“Plan”). Pursuant to the Plan, a committee appointed by the Board of Directors may grant, at its discretion, qualified or nonqualified stock options, stock appreciation rights and may grant or sell restricted stock to key individuals, including employees, nonemployee directors, consultants and advisors. Option prices for qualified incentive stock options (which may only be granted to employees) issued under the plan may not be less than 100% of the fair market value of the common stock on the date the option is granted (unless the option is granted to a person who, at the time of grant, owns more than 10% of the total combined voting power of all classes of stock of the Company; in which case the option price may not be less than 110% of the fair market value of the common stock on the date the option is granted). Option prices for nonqualified stock options issued under the Plan are at the discretion of the committee and may be equal to, greater or less than fair market value of the common stock on the date the option is granted. The options vest over periods determined by the Board of Directors and are exercisable no later than ten years from date of grant (unless they are qualified incentive stock options granted to a person owning more than 10% of the total combined voting power of all classes of stock of the Company, in which case the options are exercisable no later than five years from date of grant). As of June 30, 2011, the Company has reserved 6,000,000 shares of common stock for issuance under the Plan and options to purchase 3,480,404 common shares have been granted under the Plan that are currently outstanding.

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

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

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

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

The following table summarizes stock option activity for the Company during the six months ended June 30, 2011:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding December 31, 2010		11,094,845		$	0.94
Granted		692,000		$	2.24
Exercised		(1,036,267	)	$	0.54
Forfeited or expired		(28,000	)	$	0.73

Outstanding June 30, 2011		10,722,578		$	1.06		5.25	$	12,257,231

Vested or expected to vest at June 30, 2011		9,999,783		$	0.98		5.22	$	12,156,178

As of June 30, 2011, the total unrecognized compensation cost related to unvested stock options amounted to $964,925, which will be amortized over the weighted-average remaining requisite service period of less than one year.

Warrants

In connection with the March 2010 common stock private placement, the Company issued to the investors warrants to purchase 696,000 shares of the Company’s common stock at $1.15 per share. The warrants have a term of 26 months from the date of issuance. On June 30, 2011, warrants to purchase 696,000 shares of the Company’s common stock were outstanding related to this private placement. (see Warrant Liabilities below)

In connection with the May 2010 common stock private placement, the Company issued to the investors warrants to purchase 1,245,455 shares of the Company’s common stock at $1.50 per share. The warrants have a term of 36 months from the date of issuance. On June 30, 2011, warrants to purchase 1,245,455 shares of the Company’s common stock were outstanding related to this private placement. (see Warrant Liabilities below)

In connection with the May 2010 Preferred Stock sale, the Company issued warrants to purchase 2,700,000 shares of common stock at an exercise price of $2.00 held by an affiliate of Socius. The warrants have a term of five-year from the date of issuance. In consideration of Socius agreeing to grant the Company certain waivers under the Preferred Stock Purchase Agreement, this affiliate also became entitled to purchase

up to an additional 1,350,000 shares of the Company’s common stock at an exercise price of $2.50 per share. In May 2010, the affiliate of Socius exercised a portion of its warrant for 1,675,000 shares and paid the $3,350,000 exercise price for these shares by delivering a four-year full recourse promissory note for this amount, as permitted by the Preferred Stock Purchase Agreement. The Company immediately thereafter redeemed approximately 248 shares of the Preferred Stock by offsetting the $3,350,000 redemption price for these shares against the $3,350,000 owed to the Company under the note. In December 2010, the affiliate of Socius exercised the remaining portion of its warrant for 1,025,000 shares and paid the $2,050,000 exercise price for these shares by delivering a four-year full recourse promissory note for this amount, as permitted by the Preferred Stock Purchase Agreement. The Company immediately thereafter redeemed approximately 152 shares of the Preferred Stock by offsetting the $2,050,000 redemption price for these shares against the $2,050,000 owed to the Company under the note. As of June 30, 2011, no warrants to purchase of the Company’s common stock at $2.00 were outstanding and warrants to purchase 1,350,000 shares of the Company’s common stock at $2.50 were outstanding related to this private placement. (See “Warrant Liabilities” below.)

In connection with an investor relations agreement in December 2010, the Company issued a two-year warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.60.

In connection with the February 2011 common stock private placement, the Company issued to the investors warrants to purchase 2,609,898 shares of the Company’s common stock at $2.25 per share. The warrants have a five-year term from the date of issuance. As of March 31, 2011, warrants to purchase 2,609,898 shares of the Company’s common stock were outstanding related to this private placement. (See “Warrant Liabilities” below.)

Warrant Liability

In connection with the March 2010 common stock private placement, the Company issued to the investors warrants to purchase 696,000 shares of the Company’s common stock at $1.15 per share. Of the total proceeds from the March 2010 common stock private placement, $257,520 was allocated to the freestanding warrants associated with the units based upon the fair value of the warrants determined under the Black Scholes option pricing model. The warrants contain a provision whereby the warrant exercise price would be decreased in the event that future common stock issuances are made at a price less than $1.00. Due to the potential variability of their exercise price, these warrants do not qualify for equity treatment, and therefore are recognized as a liability. The warrant liability is adjusted to fair value each reporting period, and any change in value is recognized in the statement of operations. Prior to 2011, the Company concluded that Black-Scholes method of valuing the price adjustment feature does not materially differ from the valuation of such warrants using the Monte Carlo or lattice simulation models, and therefore, the use of the Black-Scholes valuation model was considered a reasonable method to value the warrants. The assumptions used in the Black Scholes model for determining the initial fair value of the warrants were as follows: (i) dividend yield of 0%; (ii) expected volatility of 102%, (iii) risk-free interest rate of 1.00%, and (iv) contractual life of 26 months. For the six months ended June 30, 2010, the Company recorded a charge to other income for the change in fair value of warrant liability of $125,280. During the six months ended June 30, 2011, the Company determined that it was more appropriate to value the warrants using a binomial lattice simulation model. The lattice simulation model used by the Company at June 30, 2011, assumed (i) dividend yield of 0%; (ii) expected volatility of 69%; (iii) risk free rate of 0.18% and (iv) expected term of .92 years. Based upon this model, the Company recorded a charge to other expense of $261,000 and $180,960 for the three and six months ended June 30, 2011 respectively. . As of June 30, 2011, the carrying value of the warrant liability is $654,240.

In connection with the May 2010 common stock private placement, the Company issued to the investors warrants to purchase 1,245,455 shares of the Company’s common stock at $1.50 per share. Of the total proceeds from the May 2010 common stock private placement, $834,455 was allocated to the freestanding warrants associated with the units based upon the fair value of the warrants determined under the Black Scholes option pricing model. The warrants contain a provision whereby the warrant exercise price

would be decreased in the event that future common stock issuances are made at a price less than $1.00. Due to the potential variability of their exercise price, these warrants do not qualify for equity treatment, and therefore are recognized as a liability. The warrant liability is adjusted to fair value each reporting period, and any change in value is recognized in the statement of operations. Prior to 2011, the Company concluded that the Black-Scholes method of valuing the price adjustment feature does not materially differ from the valuation of such warrants using the Monte Carlo or binomial lattice simulation models, and therefore, the use of the Black-Scholes valuation model was considered a reasonable method to value the warrants. The assumptions used in the Black Scholes model for determining the initial fair value of the warrants were as follows: (i) dividend yield of 0%; (ii) expected volatility of 102%, (iii) risk-free interest rate of 1.375%, and (iv) contractual life of 36 months. During 2011, the Company determined that it was more appropriate to value the warrants using a binomial lattice simulation model. The lattice simulation model used by the Company at June 30, 2011, assumed (i) dividend yield of 0%; (ii) expected volatility of 68%; (iii) risk free rate of 0.43% and (iv) expected term of 1.92 years. Based upon this model, the Company recorded a credit to other expense of $14,945 during the three months ended June 30, 2011 and a charge to other expense for $169,372for the six months ended June 30, 2011. As of June 30, 2011, the carrying value of the warrant liability is $1,103,473.

In connection with the May 2010 Preferred Stock sale, the Company vested warrants to purchase 2,700,000 shares of common stock at an exercise price of $2.00 held by an affiliate of Socius and issued warrants to purchase an additional 1,350,000 shares of the Company’s common stock at an exercise price of $2.50 per share. Of the total proceeds from the May 2010 preferred stock sale, $5,710,500 was allocated to the freestanding warrants associated with the units based upon the fair value of these warrants determined under the Black Scholes option pricing model. The excess of the value of the freestanding warrants over the net proceeds of $1,931,342 was charged to change in fair value of warrant liability in the statement of operations. The warrants contain a provision whereby the warrant may be settled for cash in connection with a change of control with a private company. Due to the potential variability of their exercise price, these warrants do not qualify for equity treatment, and therefore are recognized as a liability. The warrant liability is adjusted to fair value each reporting period and any change in value is recognized in the statement of operations. Prior to 2011 the Company concluded that the Black-Scholes method of valuing the price adjustment feature does not materially differ from the valuation of such warrants using the Monte Carlo or binomial lattice simulation models, and therefore, the use of the Black-Scholes valuation model was considered a reasonable method to value the warrants. The assumptions used in the Black Scholes model for determining the initial fair value of the warrants were as follows: (i) dividend yield of 0%; (ii) expected volatility of 102%, (iii) risk-free interest rate of 2.50%, and (iv) contractual life of 60 months. During 2011, the Company determined that it was more appropriate to value the warrants using a binomial lattice simulation model. The lattice simulation model used by the Company at June 30, 2011, assumed (i) dividend yield of 0%; (ii) expected volatility of 71%; (iii) risk free rate of 1.25% and (iv) expected term of 3.92 years. Based upon this model, the Company recorded a credit to other expense of $163,350 during the three months ended June 30, 2011 and a charge to other expense of $51,300 for the six months ended June 30, 2011. As of June 30, 2011, the carrying value of the warrant liability is $1,225,800. In May 2010, the affiliate of Socius exercised a portion of its $2.00 warrants for 1,675,000 shares, which reduced warrant liabilities by $2,395,250. In December 2010, the affiliate of Socius exercised a portion of its $2.00 warrants for 1,025,000 shares, which reduced warrant liabilities by $912,250 and eliminated the remaining liability associated with the $2.00 warrants.

In connection with the February 2011 common stock private placement, the Company issued to the investors warrants to purchase 2,609,898 shares of the Company’s common stock at $2.25 per share. Of the total proceeds from the February 2011 common stock private placement, $2,476,790 was allocated to the freestanding warrants associated with the units based upon the fair value of the warrants determined under the Binomial lattice model. The warrants contain a provision whereby the warrant exercise price would be decreased in the event that certain future common stock issuances are made at a price less than $1.55. Due to the potential variability of their exercise price, these warrants do not qualify for equity treatment, and therefore are recognized as a liability. The warrant liability is adjusted to fair value each reporting period, and any change in value is recognized in the statement of operations. The Company initially valued these warrants using a binomial lattice simulation model assuming (i) dividend yield of 0%; (ii) expected volatility of 146%;

(iii) risk free rate of 1.96% and (iv) expected term of 5 years. Based upon those calculations, the Company calculated the initial valuation of the warrants to be $2,476,790. As of June 30, 2011, the Company revalued the warrants using the lattice simulation model assuming (i) dividend yield of 0%; (ii) expected volatility of 69%; (iii) risk free rate of 1.59% and (iv) expected term of 4.65 years. For the three months ended June 30, 2011, the Company recorded a credit to other expense of $360,790 and for the six months ended June 30, 2011, the Company recorded a charge to other expense of $367,263. As of June 30, 2011, the carrying value of the warrant liability is $2,844,043.


	Warrant Liabilities
Balance – December 31, 2010	$	2,581,871
Issuance of warrants		2,476,790
Exercise of warrants		—
(Gain) or Loss included in earnings		768,895
Transfers in and/or out of Level 3		—

Balance – June 30, 2011	$	5,827,556

Promissory Note

In October 2009, the Company’s former President exercised stock options for 150,479 shares of common stock and as provided under the stock option agreement provided the Company with a full recourse five-year promissory note bearing interest of 2.59% per annum. The promissory note is secured by a pledge of shares being acquired with all proceeds of any sale to be applied first to retire in full the promissory note. The Company recorded the promissory note as an offset against shareholders’ equity. This note plus accrued interest was paid in full during the six months ended June 30, 2011. For the six months ended June 30, 2010, and 2011 the Company recorded interest income of $916 and $352 respectively.

7. Comprehensive Loss

For the six months ended June 30, 2010 and 2011, there was no other comprehensive loss and, accordingly, a Statement of Other Comprehensive Loss has not been presented. Comprehensive income would normally include: foreign currency translation adjustments, a change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value, a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost, and unrealized holding gains and losses on available-for-sale securities.

8. Subsequent Events

In July 2011, the Company renewed its lease at a monthly rental rate of $3,493 through June 30, 2012.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “our company” refer to ImmunoCellular Therapeutics, Ltd., a Delaware corporation.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements, which reflect the views of our management with respect to future events and financial performance. These forward-looking statements are subject to a number of uncertainties and other factors that could cause actual results to differ materially from such statements. Forward-looking statements are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the information available to management at

this time and which speak only as of this date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information in the “Risk Factors” section in our Form 10-K for the year ended December 31, 2010. The identification in this Quarterly Report of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Overview

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

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

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

Plan of Operation

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

Since our company’s inception on February 25, 2004, we have been primarily engaged in the acquisition of certain intellectual property, together with the recent clinical testing activities for one of our vaccine product candidates, and have not generated any recurring revenues. As a result, we have incurred operating losses and, as of June 30, 2011, we had an accumulated deficit of $27,262,884. We expect to incur significant research, development and administrative expenses before any of our products can be launched and recurring revenues, if ever, are generated.

Critical Accounting Policies

Management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates,

including those related to impairment of long-lived assets, including finite lived intangible assets, accrued liabilities and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are summarized in Note 2 of our financial statements for the period from February 25, 2004 to June 30, 2011. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Development Stage Enterprise

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

Research and Development Costs

Although we believe that our research and development activities and underlying technologies have continuing value, the amount of future benefits to be derived from them is uncertain. Research and development costs are therefore expensed as incurred rather than capitalized. During the six months ended June 30, 2010 and 2011, we recorded an expense of $688,956 and $1,775,397, respectively, related to research and development activities.

Stock-Based Compensation

FASB ASC Topic 718, “Compensation-Stock Based” require that the cost resulting from all share-based payment transactions be recognized in our condensed financial statements.

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

Results of Operations

Three months ended June 30, 2010 and 2011

Revenues

We had no revenues during the three months ended June 30, 2010 and 2011. We do not expect to generate any operating revenues during 2011.

Expenses

General and administrative expenses for the three months ended June 30, 2010 and 2011 were $640,441 and $579,889, respectively. The decrease in general and administrative expenses is primarily due to decreases in business development expenses and employee bonus accruals partially offset by higher professional fees.

Research and development expenses for the three months ended June 30, 2010 and 2011 were $509,261 and $858,183, respectively. The increase in research and development expenses reflects the increased expenses associated with entering the Phase II clinical study for our dendritic cell based cancer vaccine product candidate for the treatment of glioblastoma.

We had $518,800 of non-cash expense for the three months ended June 30, 2010, consisting of $201,161 of stock based compensation, $316,730 of change in fair value of warrant derivatives, and $909 of depreciation expense. During the three months ended June 30, 2011, we had non-cash expenses of $395,461 consisting of $391,858 of stock based compensation and $3,603 of depreciation expense. During the three months ended June 30, 2011, we also received a benefit for the change in the fair value of the warrant derivatives in the amount of $278,096.

Loss

We incurred a net loss of $1,666,506 and $1,550,825 for the three months ended June 30, 2010 and 2011, respectively.

Six months ended June 30, 2010 and 2011

Revenues

We had no revenues during the six months ended June 30, 2010 and 2011. We do not expect to generate any operating revenues during 2011.

Expenses

General and administrative expenses for the six months ended June 30, 2010 and 2011 were $1,091,638 and $1,133,610, respectively. The increase in general and administrative expenses is primarily due to higher professional fees partially offset by decreases in employee bonus accruals.

Research and development expenses for the six months ended June 30, 2010 and 2011 were $688,956 and $1,775,397, respectively. The increase in research and development expenses reflects the increased expenses associated with entering the Phase II clinical study for our dendritic cell based cancer vaccine product candidate for the treatment of glioblastoma.

We had $657,751 of non-cash expense for the six months ended June 30, 2010, consisting of $332,244 of stock based compensation, $323,690 of change in fair value of warrant derivatives and $1,817 of depreciation expense, compared to $1,410,750 of non-cash expense for the six months ended June 30, 2011, consisting of $633,839 of stock based compensation, $768,895 of change in fair value of warrant derivatives, and $8,016 of depreciation expense.

Loss

We incurred a net loss of $2,434,968 and $4,309,096 for the six months ended June 30, 2010 and 2011, respectively. We incurred a net loss attributable to our common stock of $3,389,718 and $4,309,096 for the six months ended June 30, 2010 and 2011, respectively.

Liquidity and Capital Resources

As of June 30, 2011, we had working capital of $9,637,179, compared to working capital of $4,896,360 as of December 31, 2010.

We do not currently anticipate that we will derive any revenues from either product sales or licensing during the foreseeable future. We do not have any bank credit lines and have financed all of our prior operations through the sale of securities.

The estimated cost of completing the development of either of our current vaccine product candidates and of obtaining all required regulatory approvals to market either of those product candidates is substantially greater than the amount of funds we currently have available. We believe that our existing cash balances will be sufficient to fund our currently planned level of operations for at least the next twelve months. We will seek to obtain additional funds through various financing sources, including possible sales of our securities, and in the longer term through strategic alliances with other pharmaceutical or biopharmaceutical companies.

In December 2009, we entered into an agreement with Socius Capital under which Socius Capital has agreed to purchase from us from time to time an aggregate of up to $10 million of our preferred stock and we sold them $4 million of these shares in May 2010. However, Socius Capital’s obligation to purchase the remaining $6 million of shares of our preferred stock is subject to our satisfying certain conditions at that time. There is no assurance that we will be able to satisfy those conditions if we wish to sell shares of our preferred stock to Socius Capital or that Socius Capital will have ability to complete these purchases. If we are unsuccessful or only partly successful in our efforts to secure additional funding, we may find it necessary to suspend or terminate some or all of our product development and other activities.

As of June 30, 2011, we had no long-term debt obligations, no capital lease obligations, no material purchase obligations or other similar long-term liabilities. In addition, we have no financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the value of our assets, and we do not engage in trading activities involving non-exchange traded contracts.

Cash Flows

We used $1,811,341 of cash in our operations for the six months ended June 30, 2010, compared to $2,810,041 for the six months ended June 30, 2011. During the six months ended June 30, 2011, we greatly expanded our research and development expense and incurred greater non-cash charges related for our stock based compensation.

We used no cash from our investing activities for the six months ended June 30, 2010. During the six months ended June 30, 2011, we purchased $37,925 of machinery to support our research and development activities.

We received $8,150,152 from our private placements of our securities that we completed during the six months ended June 30, 2010. During the six months ended June 30, 2011, we received $7,460,129 from the issuance of common stock and warrants. Additionally, during the six months ended June 30, 2011, we received $162,679 from the exercise of stock options and $53,018 from the redemption of a promissory note receivable.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4.

Controls and Procedures

As of the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures pursuant to SEC Rule 15d-15(b) of the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2011, (i) our disclosure controls and procedures were effective to ensure that information that is required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported or submitted within the time period specified in the rules and forms of the SEC and (ii) our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Exchange Act was accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We do not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. The design of any system of controls also is based in part upon assurance that any design will succeed in achieving its stated goals under all potential future conditions. However, controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

Not applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Removed and Reserved

Item 5.

Other Information

Item 6.

Exhibits


Exhibit No.		Description

10.1		Employment Agreement dated as of April 4, 2011 between David Fractor and ImmunoCellular Therapeutics, Ltd.*

10.2		Employment Agreement dated as of May 10, 2011 between Dr. James Bender and ImmunoCellular Therapeutics, Ltd.*

10.3		Employment Agreement dated as of May 10, 2011 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.*

10.4		Agreement dated as of May 13, 2011 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.*

10.5		Agreement dated as of May 10, 2011 between Dr. Elma Hawkins and ImmunoCellular Therapeutics, Ltd.*

10.6		Office Lease dated July 1, 2011 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd.

31.1		Certification of the Registrant’s Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Registrant’s Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Exhibit No.		Description

32.1		Certification of the Registrant’s Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Registrant’s Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Indicates a management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

IMMUNOCELLULAR THERAPEUTICS, LTD.

FORM 10-Q FOR QUARTER ENDED JUNE 30, 2011


Exhibit No.		Description

10.1		Employment Agreement dated as of April 4, 2011 between David Fractor and ImmunoCellular Therapeutics, Ltd.*

10.2		Employment Agreement dated as of May 10, 2011 between Dr. James Bender and ImmunoCellular Therapeutics, Ltd.*

10.3		Employment Agreement dated as of May 10, 2011 between Dr. Manish Singh and ImmunoCellular Therapeutics, Ltd.*

10.4		Agreement dated as of May 13, 2011 between Dr. John Yu and ImmunoCellular Therapeutics, Ltd.*

10.5		Agreement dated as of May 10, 2011 between Dr. Elma Hawkins and ImmunoCellular Therapeutics, Ltd.*

10.6		Office Lease dated July 1, 2011 between Regent Business Centers and ImmunoCellular Therapeutics, Ltd.

31.1		Certification of the Registrant’s Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Registrant’s Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Registrant’s Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Registrant’s Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Indicates a management contract or compensatory plan or arrangement

Exhibit 10.1

LOGO

April 4, 2011

David Fractor

4040 Hilton Head Way

Tarzana, CA 91356

Dear David:

This letter outlines the basis upon which ImmunoCellular Therapeutics, Ltd. (the “Company”) will engage you as a consultant from the date hereof through April 3, 2011 and thereafter as its Chief Financial Officer (“CFO”) and Treasurer.

1. Engagement . You will be engaged initially as a consultant through March 31, 2011 and thereafter as CFO and Treasurer of the Company for the term and upon the terms and conditions set forth herein, and you accept such offer of engagement. As a consultant, your duties will consist primarily of advising and assisting the Company’s President and current CFO with respect to various accounting and financial matters. As the Company’s CFO, your duties will consist primarily of (i) the timely filing of all SEC filings, including preparing drafts of financial statements and other portions of the Company’s Form 10-K and drafts of the Company’s Form 10-B and review of the Company’s registration statement disclosures; (ii) maintenance of the Company’s Sarbanes-Oxley compliance procedures and confirming accounting compliance under Sarbanes-Oxley on a quarterly basis; (iii) preparation of annual two-year budgets (segmented quarterly) for the Company; (iv) closing of the Company’s financial books on a quarterly basis; (v) coordinating reviews and audits of the Company’s financial statements by the Company’s independent public accounting firm; (vi) quarterly presentations to the Company’s board of directors (the “Board”) of the Company’s financial information, including quarterly budgets to actual; (vii) oversee the Company’s accounts payable function; (viii) filing of federal, state and local tax returns; (ix) coordination of stock option and warrant exercises with the Company’s corporate secretary; (x) oversight and management of the Company’s payroll and benefits programs; and (xi) contract review for financial and Sarbanes-Oxley implications. As the Company’s Treasurer, your duties shall consist primarily of (i) safeguarding of the Company’s cash and investments; (ii) ensure compliance with the Company’s investment policy; and (iii) maintenance of the Company’s investment account. You will report to the President of the Company as well as the Chairman of the Audit Committee of the Company. While serving solely as a consultant to the Company, you shall not have any authority to assume or create any obligations on behalf of the Company or to represent the Company as agent, employee or in any other capacity than as herein provided.

2. Term . The term of your engagement as a consultant will be from the date hereof through April 3, 2011; and as the Company’s CFO and Treasurer from April 4, 2011 through March 31, 2014, unless sooner terminated by you or the Company as set forth below in Section 7.

LOGO

Mr. David Fractor

April 4, 2011

Page 2

3. Commitment/Part-time Status . For the compensation provided in Section 4, you will set aside and commit a minimum (on average) of one to two business days per week toward attending to the affairs of the Company as a consultant through March 31, 2011 and thereafter as the CFO and Treasurer. The Company recognizes and agrees that, due to your part-time status, you may accept other employment or consulting assignments concurrent with your engagement by the Company, which may include employment as an officer of publicly-traded companies and/or employment by other companies engaged in biotech or pharmaceutical research and development, provided that you disclose such employment by any other company to the Company and that such companies are not engaged in any research, development, manufacturing, licensing or marketing activities in the field of immunocellular therapies.

4. Compensation . As payment in full for your services as a consultant, CFO and Treasurer during the term of this Agreement, the Company shall pay you $6,000 per month and grant to you options to purchase 42,000 shares of the Company’s common stock (the “Options”), which shall vest in 36 equal monthly installments over the three-year term of this Agreement. The cash compensation shall be paid monthly on the last business day of each month. The Options will have a seven-year term commencing on the date of grant (which shall be the date of approval of the grant by the Board or such later date on which your engagement hereunder commences); will have an exercise price of the last reported trading price of the Company’s common stock on the OTC Bulletin Board on the date of grant; will be exercisable within the term of those options during the period of your services to the Company and vested options for (i) 90 days after termination by you without cause or (ii) 12 months after termination by either party for any other reason except termination for cause by the Company; and will have such other terms and conditions as are included in the Company’s standard nonqualified stock option agreement under its 2006 Equity Incentive Plan (the “Plan”) granted under the Plan will be included in the Company’s Form S-8 registration statements. You understand that since you are not an employee of the Company, the Company will not withhold income taxes or pay any employee taxes on your behalf, nor will you receive any fringe benefits. You agree to indemnify and hold harmless the Company from and against any and all claims, liabilities, demands, losses or expenses incurred by the Company if you fail to pay any applicable income and/or employment taxes (including interest or penalties of whatever nature), in any amount, relating to your rendering of services to the Company, including any attorney’s fees or costs to the prevailing party to enforce this indemnity.

5. Expenses . The Company will promptly reimburse you for all reasonable business expenses incurred by you in connection with the business of the Company in accordance with regular Company policy regarding the nature and amount of expenses and the maintenance and submission of receipts and records necessary for the Company to document them as proper business expenses. These expenses shall include, without limitation, out-of-pocket telephone, facsimile, office supplies and authorized travel expenses but shall not include rent, utilities or similar overhead expenses incurred by you to maintain your office space.

6. Indemnity . To the extent permitted by California law, you agree to indemnify and hold the Company harmless from and against any and all losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from or attributable to or resulting from your gross

LOGO

Mr. David Fractor

April 4, 2011

Page 3

negligence or willful misconduct in rendering the services. You warrant and represent that you have full power and authority to enter into and perform this Agreement and that your performance of this Agreement will not violate the provisions of any other agreement to which you are a party. The Company agrees to indemnify and hold you harmless from and against any and all claims, demands, causes of action, losses, damages, liability, costs and expenses, including attorneys fees arising out of your services hereunder, other than those arising from or attributable to or resulting from your gross negligence or willful misconduct. Upon your engagement as the Company’s CFO and Treasurer, the Company will name you as an officer on any policy of directors and officers liability insurance it secures throughout the term of your engagement. Throughout the term of your engagement, the Company will not maintain directors and officers liability insurance that excludes contract employees.

7. Termination . This Agreement and your rights and obligations hereunder shall, under any of the following circumstances, terminate in advance of the time specified in Section 2 above, and you shall have the right to receive only your compensation that shall be accrued and options that have vested hereunder through the effective date of such termination and shall have no right to receive any further compensation hereunder from and after the time of such termination.

7.1 Death . This Agreement and your duties hereunder shall terminate immediately upon your death.

7.2 Termination by the Company . The Company may, at its option, terminate this Agreement and your duties hereunder by written notice to you at any time without cause upon 30 days written notice to you. The Company may terminate this Agreement for Cause (as hereinafter defined) at any time upon written notice to you. “Cause” as used in this Agreement means that you, (i) after reasonable notice and warning, have failed to perform your assigned duties as defined in this Agreement, with such failure to be determined by the Board of Directors, (ii) have materially breached any of the terms or conditions of this Agreement and have failed to correct such breach within five days following written notice from the Company of such breach, or (iii) have been charged with a felony or any intentionally fraudulent act that materially damages, or may materially damage, the business or reputation of the Company.

7.3 Termination by You . You may terminate this Agreement at any time without cause upon 30 days written notice to the Company or upon written notice to the Company if the Company shall have materially breached any of the provisions of this Agreement and has failed to correct such breach within five days following written notice from you of such breach.

8. License and Assignment of Rights . You acknowledge that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets which are made by you (solely or jointly with others) within the scope of and as part of your consultancy or employment with the Company (collectively referred to herein as “Inventions”) are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by the consideration provided by the Company as described in this Agreement,

LOGO

Mr. David Fractor

April 4, 2011

Page 4

unless regulated otherwise by the mandatory law of the State of California. You also agree and warrant that you will not use or incorporate third party proprietary materials into Inventions, disclose third party proprietary information to the Company or knowingly engage in any activities or use any facilities in the course of providing services under this Agreement that could result in claims of ownership to any Inventions being made by any third party.

9. Arbitration . In the event of any dispute under this Agreement, such dispute shall be resolved by binding arbitration with JAMS/ENDISPUTE in Los Angeles, California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require arbitration of claims that the state and/or Federal Courts of California have ruled may not be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device available to either party in a manner that violates the rulings of the state and/or Federal Courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to governmental offices, or to preclude either party from seeking injunctive or provisional relief in a court of appropriate jurisdiction under such circumstances as may merit such relief.

10. Confidentiality . While this Agreement is in effect and for a period of seven years thereafter, you shall hold and keep secret and confidential all “trade secrets” (within the meaning of California law) and shall use such information only in the course of performing your duties hereunder; provided, however, that with respect to trade secrets, you shall hold and keep secret and confidential such trade secrets for so long as they remain trade secrets under California law. You shall maintain in trust all such trade secrets as the Company’s property, including, but not limited to, all documents concerning the Company’s business, including your work papers, telephone directories, customer information and notes, and any and all copies thereof in your possession or under your control. Upon the expiration or earlier termination of your employment with the Company, or upon request by the Company, you shall deliver to the Company all such documents belonging to the Company, including any and all copies in your possession or under your control.

LOGO

Mr. David Fractor

April 4, 2011

Page 5

11. Applicable Law . This Agreement shall be interpreted in accordance with the internal laws of the State of California.

We are delighted that you have agreed to assist us as a consultant and then to serve as our Chief Financial Officer and Treasurer and look forward to working with you to make the Company a great success.


Very truly yours,

IMMUNOCELLULAR THERAPEUTICS, LTD.

By:		/s/ Manish Singh
		Manish Singh, Ph.D.
		President and Chief Executive Officer

Agreed to and Accepted as of this 4 ^th day of April, 2011.

/s/ David Fractor

David Fractor

LOGO

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of the 10 th day of May, 2011, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “Corporation”), and Dr. James Bender (hereinafter called “Executive”).

W I T N E S S E T H:

WHEREAS, the Corporation previously employed Executive as its Vice President – Product Development and Manufacturing under an Employment Agreement dated as of February 1, 2010 (the “Prior Agreement”);

WHEREAS, the term of the Prior Agreement expired on January 31, 2011; and

WHEREAS, the Corporation desires to continue to employ Executive as its Vice President – Product Development and Manufacturing under a new employment pursuant to the terms of this Agreement, and Executive is willing to accept such employment on the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Employment by Corporation . The Corporation hereby agrees to employ Executive to continue to perform the duties on behalf of the Corporation as the Corporation’s full-time Vice President – Product Development and Manufacturing of the Corporation. As Vice President – Product Development and Manufacturing, Executive will report to the Corporation’s President and Chief Executive Officer, and shall have such duties consistent with that of a Vice President – Product Development and Manufacturing of a company such as the corporation including without limitation assisting the Corporation in establishing and implementing plans and strategies for the formulation and development of the Corporation’s product candidates, securing and monitoring manufacturers for clinical supplies of product candidates, and assuring that the Company’s manufacturing activities comply with all applicable FDA requirements. Executive will perform his duties under this Agreement at the Corporation’s corporate headquarters in the metropolitan Los Angeles area, with such office currently located in the Woodland Hills, California area, or at such other location as shall be mutually agreed upon by the Corporation and Executive; and he will do such traveling as may be required of him in the performance of his duties.

2. Executive’s Acceptance of Employment . Executive hereby accepts such employment and agrees that throughout the period of his employment hereunder he will devote his full time, attention, knowledge and skills, faithfully, diligently and to the best of his ability, in furtherance of the business of the Corporation, and he will perform the duties assigned to him pursuant to Section 1 hereof, subject, at all times, to the direction and control of the Corporation’s President and Chief Executive Officer.

Executive shall at all times be subject to, observe and carry out such reasonable rules, regulations, policies, directions and restrictions as the Corporation shall from time to time establish. During the period of his employment by the Corporation, Executive agrees to be bound by the Corporation’s Code of Ethics and any amendments adopted thereto, copies of which Executive hereby acknowledges he has received and read, and Executive agrees that he shall not, without the prior written approval of the Board, directly or indirectly, accept employment or compensation from or perform services of any nature for, any business enterprise other than the Corporation, other than as explicitly set forth herein.

3. Term . Executive shall be employed under this Agreement for a term commencing on February 1, 2011 (the “Commencement Date”), and ending on the termination date as provided in this Section 3 or as provided in Section 8 hereof. The term of this Agreement shall automatically renew on the one-year anniversary date of the Commencement Date of each year hereafter for successive one-year terms unless either party delivers written notice of the termination of this Agreement to the other party not more than 30 days before the expiration of the applicable one-year period.

4. Compensation/Benefits .

4.1 The Corporation will pay to Executive as compensation for his services hereunder an initial base salary of $175,000 per annum, payable in equal biweekly installments. Provided that Executive continues to serve as the Corporation’s Vice President – Product Development and Manufacturing for the first one year of the term of this Agreement, the Corporation shall pay Executive a cash bonus of up to $35,000 upon attainment within that one-year period of the corporate goals set forth in the 2011 ImmunoCellular Corporate Objectives (the “Corporate Goals”), which are subject to revision and finalization by the Board within 90 days from the Commencement Date. The portion of the $35,000 maximum bonus that shall be earned by Executive shall be determined in the sole discretion of the Board and shall be based upon both (i) the Board’s performance evaluation of Executive and (ii) with reference to the formula set forth in the Corporate Goals and with the determination of whether specified goals have been obtained to be made solely by the Board in its good faith; provided that the bonus amount awarded by the Board may be greater or lesser than the amount indicated by the goals formula. The Board shall annually review Executive’s performance and base salary to determine whether an increase in the amount thereof is warranted. Executive acknowledges that he has been paid by the Corporation all amounts owing under the Prior Agreement.

4.2 The Corporation shall grant the Executive on the later of the date of the Board’s approval of this Agreement or the execution of this Agreement by the parties under the Corporation’s 2006 Equity Incentive Plan (the “Plan”), a stock option (the “Option”) to purchase 120,000 shares of the Corporation’s common stock (“Common Stock”) having an exercise price per share equal to the closing market price on the date of grant and having a term of seven years from the date of grant. The Option shall be an incentive stock option to the maximum extent that is legally permitted. The Option shall vest (i) as to 60,000 shares in three annual installments of 20,000 shares each, with the first installment to vest on February 1, 2012; (ii) as to 20,000 shares upon the Corporation attaining a market capitalization (defined for purposes of this Agreement as the number of shares of the Corporation’s common stock then outstanding times the average closing price of such common stock for ten consecutive trading days) of at least $100 million; (iii) as to 20,000

shares upon the Corporation attaining a market capitalization of at least $150 million; and (iv) as to 20,000 shares upon the Corporation attaining a market capitalization of at least $200 million.

The Option will be exercisable within the seven year term of the option during the period that Executive provides services to the Corporation and for twelve months after termination for any reason except termination for cause by the Corporation, provided that such exercise is effected within the seven-year term of the Option. In the event of a Corporate Transaction (as such term is defined in the Plan), vesting of the Option (and any other options granted to Executive) shall be governed by the provisions contained in the Corporation’s standard stock option agreement under the Plan for the Corporation’s officers and directors, except that any then outstanding but unvested portion of the Option will fully vest if the Corporation is not the surviving entity in the Corporate Transaction unless the surviving entity offers Executive an executive position at a compensation level at least equal to Executive’s then compensation level under this Agreement. The Option will have such other terms and conditions as are included in the Corporation’s standard stock option agreement under the Plan. If the term of this Agreement continues beyond January 31, 2012, the Board shall review the aggregate number of stock options granted to the Executive promptly following such date (and thereafter not less frequently than annually) in order to determine whether an increase in the number thereof is warranted.

5. Business Expenses . The Corporation will promptly reimburse Executive for all business expenses incurred by Executive in connection with the business of the Corporation in accordance with the Corporation’s policy regarding the nature and amount of expenses and the maintenance and submission of receipts and records necessary for the Corporation to document them as proper business expenses.

6. Vacation . In addition to holidays observed by the Corporation, Executive shall be entitled to paid vacation of two weeks per year or such greater amount of vacation as is approved by the Corporation’s President and Chief Executive Officer. Any such vacations are to be taken at times mutually agreeable to Executive and the Corporation’s President and Chief Executive Officer. Executive shall not be entitled to accrue more than four weeks of accrued vacation time at any given time. In the event that Executive has accrued the maximum of four weeks accrued and unused vacation time, Executive shall cease accruing further vacation time until such time as Executive’s accrued and unused vacation time is less than such maximum amount.

7. Benefits . Executive shall be entitled to all rights and benefits for which he shall be eligible under any benefit or other plans (including, without limitation, dental, medical, medical reimbursement and hospital plans, pension plans, employee stock purchase plans, profit sharing plans, bonus plans and other so-called “fringe” benefits) as the Corporation shall make available to its executive officers from time to time.

8. Termination .

8.1 In addition to all other rights and remedies which the parties may have under applicable law, the Corporation may terminate this Agreement and the services of Executive, effective upon the occurrence of any of the following events, any of which shall constitute a termination for “cause” under this Agreement: (i) a failure by Executive to perform any of his material obligations under this Agreement or to execute and perform in a timely and cooperative manner any directions of the Corporation’s President and Chief Executive Officer; (ii) the death of Executive or his disability resulting in his inability to perform his reasonable duties assigned hereunder for a period of three consecutive months; (iii) Executive’s theft, dishonesty, or falsification of any Corporation documents or records; (iv) Executive’s improper use or disclosure of the Corporation’s confidential or proprietary information; or (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform his or her duties hereunder or which in the Corporation’s judgment may materially damage the business or reputation of the Corporation; provided, however, that prior to termination for cause arising under clause (i), Executive shall have a period of ten days after written notice from Corporation to cure the event or grounds constituting such cause. Any notice of termination provided by Corporation to Executive under this Section 8 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as to enable Executive to take steps to cure the same if such default is a failure by Executive to perform any of his material obligations under this Agreement. In the event Corporation terminates Executive for cause, (i) Executive shall be entitled as of the termination date to no further base salary other than such portion of Executive’s base salary as shall have accrued but remain unpaid as of the termination date, which shall be due immediately upon termination, (ii) Executive shall be entitled to receive payment of any earned but unpaid bonus, as well as any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (iii) any then unexercised but outstanding stock options granted to Executive shall be cancelled. The Corporation shall have no further obligations to Executive under this Agreement.

8.2 The Corporation may terminate Executive without cause upon 60 days written notice delivered to Executive. In the event the Corporation terminates Executive’s employment without cause, all of the following will apply: (i) immediately upon termination, the Corporation will pay to Executive any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination; (ii) immediately upon termination, the Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s then effective base salary for a period of six (6) months; (iii) any stock options granted to Executive, to the extent vested, will be retained by the Executive and will be exercisable as set forth in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof); and (iv) the vesting of an additional number of shares subject to those options granted to Executive that vest solely based upon the passage of time equal to 50% of all such shares subject to such time vesting based options that have not already vested shall immediately accelerate and become fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof).

Executive’s notice of termination is given to Corporation, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (ii) any stock options, to the extent vested, may be retained by Executive and will be exercisable as set forth in Section 4.2 hereof, the Plan and applicable stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof). Executive has the right to terminate Executive’s employment for “Good Reason” due to, and not less than 30 days following, the occurrence of any of the following: (i) Corporation’s requirement that Executive’s principal place of work relocate more than 50 miles from his principal place of work as of the Commencement Date without the written consent of Executive to such relocation, (ii) a material adverse change in Executive’s duties and responsibilities; (iii) any failure by Corporation to pay, or any material reduction by Corporation of, the base salary or any failure by Corporation to pay any incentive compensation to which Executive is entitled pursuant to Section 4 hereof; or (iv) Corporation creates a work environment designed to constructively terminate Executive or to unlawfully harass or retaliate against Executive. In the event that Executive terminates his employment for Good Reason, all of the following will apply: (A) within five days after the termination date, Corporation will pay to Executive any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination; (B) within five days after the termination date, Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s base salary then in effect equal to six (6) months (or an amount equal to one year of the Executive’s then base salary if the Good Reason Termination is in connection with a Corporate Transaction in which the Corporation is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at least equal to the Executive’s then compensation level under this Agreement); (C) any stock options granted to Executive, to the extent vested, will be retained by the Executive and will be exercisable as set forth in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof); and (D) the vesting of an additional number of shares subject to all options granted to Executive that vest solely based upon the passage of time equal to 50% of all such shares (or 100% of all such time vesting based option shares as well as all then outstanding unvested milestone based option shares shall vest if the Good Reason termination is in connection with a Corporate Transaction in which the Corporation is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at least equal to Executive’s then compensation level under this Agreement) subject to such time vesting based options that have not already vested shall immediately accelerate and become fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof).

9. Indemnity . Executive warrants and represents that he has full power and authority to enter into and perform this Agreement and that his performance of this Agreement will not violate the provisions of any other agreement to which he is a party. The Corporation agrees to indemnify and hold Executive harmless from and against any and all claims, demands, causes of action, losses, damages, liability, costs and expenses, including attorneys fees arising out of his services hereunder, other than those arising from or attributable to or resulting from his gross negligence or willful misconduct. The Corporation will name Executive as an officer on any policy of directors and officers liability insurance it secures throughout the term of this Agreement.

10. Non-Competition . In consideration of the Corporation’s entering into this Agreement:

10.1 Executive agrees that during the term of this Agreement he will not directly or indirectly own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in any business in which the Corporation is currently engaged or is engaged at the termination of this Agreement without an approval from the Corporation. Nothing herein contained shall be deemed to prohibit (i) Executive from maintaining any investments in, and the holding of any securities of, any company to the extent such investments were made or such securities held by Executive prior to the Commencement Date or (ii) investing his funds in securities of a company if the securities of such company are listed for trading on a national securities exchange or traded in the over the counter market and Executive’s holdings therein represent less than 5% of the total number of shares or principal amount of other securities of such company outstanding.

10.2 Executive agrees that Executive will not, during the term hereof or prior to the expiration of one year following the termination of the Executive’s employment for any reason, without the written consent of the Corporation, directly or indirectly, by action alone or in concert with others, solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity solicit for employment or engagement, any person or entity employed or engaged by the Corporation.

11. Confidentiality Agreement .

11.1 As used herein, the term “Confidential Information” shall mean the any and all information of the Corporation, including, but not limited to, all data, compilations, programs, devices, strategies, or methods concerning or related to (i) the Corporation’s finances, financial condition, results of operations, employee relations, amounts of compensation paid to officers and employees and any other data or information relating to the internal affairs of the Corporation and its operations; (ii) the terms and conditions (including prices) of sales and offers of sales of the Corporation’s products and services; (iii) the terms, conditions and current status of the Corporation’s agreements and relationship with any customer or supplier; (iv) the customer and supplier lists and the identities and business preferences of the Corporation’s actual and prospective customers and suppliers or any employee or agent thereof with whom the Corporation communicates; (v) the trade secrets, manufacturing and operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes, hardware, software, machines, inventions, designs, drawings, artwork, blueprints, specifications, tools, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Corporation; (vi) any communications between the Corporation, its officers, directors, shareholders, or employees, and any attorney retained by the Corporation for any purpose, or any person retained or employed by such attorney for the purpose of assisting such attorney in his or her representation of the Corporation; (vii) any

other non-public information and knowledge with respect to the Corporation’s products, whether developed or in any stage of development by the Corporation; (viii) the abilities and specialized training or experience of others who as employees or consultants of the Corporation during the Executive’s employment have engaged in the design or development of any such products; and (ix) any other matter or thing, whether or not recorded on any medium, (a) by which the Corporation derives actual or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Corporation an opportunity to obtain an advantage over its competitors who do not know or use the same.

11.2 Executive acknowledges and agrees that the Corporation is engaged in a highly competitive business and has expended, or will expend, significant sums of money and has invested, or will invest, a substantial amount of time to develop and maintain the secrecy of the Confidential Information. The Corporation has thus obtained, or will obtain, a valuable economic asset which has enabled, or will enable, it to develop an extensive reputation and to establish long-term business relationships with its suppliers and customers. If such Confidential Information were disclosed to another person or entity or used for the benefit of anyone other than the Corporation, the Corporation would suffer irreparable harm, loss and damage. Accordingly, Executive acknowledges and agrees that, unless the Confidential Information was (a) in the public domain or becomes publicly known through legitimate origins not involving an act or omission by Executive, (b) was in Executive’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Executive; (c) was developed by Executive prior to the date of this Agreement or after the expiration of the term of this Agreement independently of and without reference to any Confidential Information; (c) was known to Executive at the time of disclosure; or (v) was approved for release by written authorization of the Corporation, then:

(i) the Confidential Information is, and at all times hereafter shall remain, the sole property of the Corporation;

(ii) Executive shall use his best efforts and the utmost diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Corporation or any other person, firm, corporation or other entity; and

(iii) unless the Corporation gives Executive prior express written permission, during his employment and thereafter, Executive shall not use for his own benefit, or divulge to any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Executive may obtain, learn about, develop or be entrusted with as a result of Executive’s employment by the Corporation.

11.3 Executive also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Executive has committed to memory, is supplied or made available by the Corporation to the Executive solely to assist him in performing his services under this Agreement. Executive further agrees that after his employment with the Corporation is terminated for any reason:

(i) Executive shall not remove from the property of the Corporation and shall immediately return to the Corporation, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries or other record of any type of Confidential Information; and

(ii) Executive shall immediately return to the Corporation any and all other property of the Corporation in his possession, custody or control, including, without limitation, any and all keys, security cards, passes, credit cards and marketing literature.

12. Invention Disclosure . Executive agrees to disclose to the Corporation promptly and fully all ideas, inventions, discoveries, developments or improvements (“Inventions”) that may be made, conceived, created or developed by him (whether such Inventions are developed solely by him or jointly with others) during his employment by the Corporation which either (i) in any way is connected with or related to the actual or contemplated business, work, research or undertakings of the Corporation or (ii) results from or is suggested by any task, project or work that he may do for, in connection with, or on behalf of the Corporation. Notwithstanding the foregoing, this Section 12 shall not apply to any Inventions that meet all of the following requirements: (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Invention to the Corporation’s business or actual or demonstrably anticipated research, development or business; and (b) were developed entirely on Executive’s own time; and (c) were developed without use of any of the Corporation’s equipment, supplies, facilities or trade secret information; and (d) did not result from any work Executive performed for the Corporation. Executive agrees that such Inventions shall become the sole and exclusive property of the Corporation and Executive hereby assigns to the Corporation all of his rights to any such Inventions. With respect to Inventions, Executive shall during the period of his employment hereunder and at any time and from time to time hereafter (a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same, (b) execute all documents requested by the Corporation for filing and prosecuting such applications for patents, trademarks and/or copyrights as the Corporation, in its sole discretion, may desire to prosecute, and (c) give the Corporation all assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect the Corporation’s right therein and thereto. If any such assistance is required following the termination of Executive’s employment with the Corporation, the Corporation shall reimburse Executive for his lost wages or salary and the reasonable expenses incurred by him in rendering such assistance.

13. Remedies . Executive acknowledges and agrees that the business of the Corporation is highly competitive and that the provisions of Sections 10, 11 and 12 are reasonable and necessary for the protection of the Corporation and that any violation of such covenants would cause immediate, immeasurable and irreparable harm, loss and damage to the Corporation not adequately compensable by a monetary award. Accordingly, the Executive agrees, without limiting any of the other remedies available to the Corporation, that any violation of said covenants, or any one of them, may be enjoined or restrained by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary or final injunctions may be issued by any court of competent jurisdiction, without notice and without bond.

14. Attorneys’ Fees and Costs . In any action between the parties based on this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys’ fees and out-of-pocket costs incurred by such party in the action.

15. Entire Agreement . This Agreement constitutes the entire agreement of the parties hereto with respect to the matters set forth herein and no amendment or modification hereof shall be valid or binding unless made in writing and signed by both parties hereto.

16. Notices . Any notice, required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by certified mail, return receipt requested, postage and fees prepaid as follows:

if to the Corporation, at:

ImmunoCellular Therapeutics, Ltd.

21900 Burbank Boulevard, 3 ^rd Floor

Woodland Hills, CA 91367

Attention: Chairman of the Board

with a copy to:

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, California 90067

Attention: Sanford J. Hillsberg

and, if to Executive:

Dr. Manish Singh

23526 Dolorosa Street

Woodland Hills, California 91367

Either of the parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other party given as provided herein. The date of the giving of any notice hereunder shall be the date delivered or if sent by mail, shall be the date of the posting of the mail.

17. Non Assignability . Neither this Agreement nor the right to receive any payments hereunder may be assigned by Executive. This Agreement shall be binding upon Executive and inure to the benefit of his heirs, executors and administrators and be binding upon the Corporation and inure to the benefit of its successors and assigns.

18. Choice of Law And Forum . This Agreement shall be governed, interpreted and construed under the laws of the State of California without regard to its conflict of law principles. In the event of any dispute under this Agreement, such dispute shall be resolved by binding arbitration with JAMS/ENDISPUTE in Los Angeles, California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require arbitration of claims that the state and/or Federal courts of California have ruled may not be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device available to either party in a manner that violates the rulings of the state and/or Federal courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to governmental offices, or to preclude either party from seeking injunctive or provisional relief in a court of appropriate jurisdiction under such circumstances as may merit such relief.

19. Waiver . No course of dealing nor any delay on the part of any party in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.

20. Severability . If any provision of this Agreement, including any paragraph, sentence, clause or part thereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions of such paragraph, sentence, clause or part thereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

21. Section 409A . If Executive becomes eligible for payments under this Agreement on account of his “separation from service,” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and Executive is a “specified employee” within the meaning of Section 409A of the Code, as determined by Corporation, any portion of the payments that either do not qualify under the “short-term deferral rule” or exceed two times the lesser of (A) Executive’s “annualized compensation” for the calendar year preceding Executive’s separation from service (in each case, as those terms are defined under Section 409A of the Code), or (B) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurs, and which are not otherwise exempt from Section 409A of the Code, shall be accrued, without interest, and its payment delayed until the first day of the seventh month following Executive’s separation from service, or if earlier, Executive’s death, at which point the accrued amount will be paid in a single, lump sum cash payment. Furthermore, Corporation shall not be required to make, and Executive shall not be required to receive, any severance or other payment or benefit under this Agreement at such time as the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to Executive arising under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Corporation of any particular tax effect to Executive under this Agreement. The parties agree that for purposes of Section 409A of the Code, the severance amounts payable under this Agreement shall be treated as a right to a series of

separate payments. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. The Corporation and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

22. Survival at Termination . The termination of Executive’s employment hereunder by expiration of the term of this Agreement or otherwise shall not affect his obligations to the Corporation hereunder which by the nature thereof are intended to survive any such termination including, without limitation, Executive’s obligations under Sections 10, 11, 12, 13 and 21 hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above set forth.

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is made as of the 10th day of May, 2011, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “ Corporation ”), and Dr. Manish Singh (hereinafter called “ Executive ”).

W I T N E S S E T H:

WHEREAS, the Corporation previously employed Executive as its President and Chief Executive Officer under an Employment Agreement dated as of February 18, 2010 (the “ Prior Agreement ”);

WHEREAS, the term of the Prior Agreement expired on February 17, 2011; and

WHEREAS, the Corporation desires to continue to employ Executive as its President and Chief Executive Officer under a new employment pursuant to the terms of this Agreement, and Executive is willing to accept such employment on the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Employment by Corporation . The Corporation hereby agrees to employ Executive to continue to perform the duties on behalf of the Corporation as the Corporation’s full-time President and Chief Executive Officer of the Corporation. As President and Chief Executive Officer, Executive will report to the Corporation’s Executive or Non-Executive Chairman of the Board, and shall have such duties consistent with that of a President and Chief Executive Officer that may from time to time be designated or assigned to Executive pursuant to the directives of the Corporation’s Board of Directors (the “ Board ”), including without limitation the overseeing and implementation of the Corporation’s business plan as adopted by the Board. Executive will perform his duties under this Agreement at the Corporation’s corporate headquarters in the metropolitan Los Angeles area, with such office currently located in the Woodland Hills, California area, or at such other location as shall be mutually agreed upon by the Corporation and Executive; and he will do such traveling as may be required of him in the performance of his duties as the President and Chief Executive Officer. The Corporation will use its commercially reasonable efforts to have Executive serve as a member of the Board during the term of this Agreement.

3. Term . Executive shall be employed under this Agreement for a term commencing on February 18, 2011 (the “ Commencement Date ”), and ending on the termination date as provided in this Section 3 or as provided in Section 8 hereof. The term of this Agreement shall automatically renew on the one-year anniversary date of the Commencement Date of each year hereafter for successive one-year terms unless either party delivers written notice of the termination of this Agreement to the other party not more than 30 days before the expiration of the applicable one-year period.

4. Compensation/Benefits .

4.1 The Corporation will pay to Executive as compensation for his services hereunder an initial base salary of $315,000 per annum, payable in equal biweekly installments. Provided that Executive continues to serve as the Corporation’s President and Chief Executive Officer for the first one year of the term of this Agreement, the Corporation shall pay Executive a cash bonus of up to $100,000 upon attainment within that one-year period of the corporate goals set forth in the 2011 ImmunoCellular Corporate Objectives (the “Corporate Goals”), which are subject to revision and finalization by the Board within 90 days from the Commencement Date. The portion of the $100,000 maximum bonus that shall be earned by Executive shall be determined in the sole discretion of the Board and shall be based upon both (i) the Board’s performance evaluation of Executive and (ii) with reference to the formula set forth in the Corporate Goals and with the determination of whether specified goals have been obtained to be made solely by the Board in its good faith; provided that the bonus amount awarded by the Board may be greater or lesser than the amount indicated by the goals formula. The Board shall annually review Executive’s performance and base salary to determine whether an increase in the amount thereof is warranted. Executive acknowledges that he has been paid by the Corporation all amounts owing under the Prior Agreement. The parties agree that the 90,000 option shares described in Section 5.2(v) of the Prior Agreement shall vest 50% six months after the Commencement Date and 50% one year after the Commencement Date.

4.2 The Corporation shall grant the Executive on the later of the date of the Board’s approval of this Agreement or the execution of this Agreement by the parties under the Corporation’s 2006 Equity Incentive Plan (the “ Plan ”), a stock option (the “ Option ”) to purchase 270,000 shares of the Corporation’s common stock (“ Common Stock ”) having an exercise price per share equal to the closing market price on the date of grant and having a term of seven years from the date of grant. The Option shall be an incentive stock option to the maximum extent that is legally permitted. The Option shall vest (i) as to 120,000 shares in three annual installments of 20,000 shares for the first annual installment and 50,000 shares each for the second and third annual installments, with the first vesting date to be February 17, 2012; (ii) as to 50,000 shares upon the Corporation attaining a market

capitalization (defined for purposes of this Agreement as the number of shares of the Corporation’s common stock then outstanding times the average closing price of such common stock for ten consecutive trading days) of at least $100 million; (iii) as to 50,000 shares upon the Corporation attaining a market capitalization of at least $150 million; and (iv) as to 50,000 shares upon the Corporation attaining a market capitalization of at least $200 million.

The Option will be exercisable within the seven year term of the option during the period that Executive provides services to the Corporation and for (i) 90 days after termination by Executive if such termination is without Good Reason (as defined in Section 8.3) and (ii) twelve months after termination by either party for any other reason except termination for cause by the Corporation, provided that such exercise is effected within the seven-year term of the Option. In the event of a Corporate Transaction (as such term is defined in the Plan), vesting of the Option (and any other options granted to Executive) shall be governed by the provisions contained in the Corporation’s standard stock option agreement under the Plan for the Corporation’s officers and directors, except that any then outstanding but unvested portion of the Option will fully vest if the Corporation is not the surviving entity in the Corporate Transaction unless the surviving entity offers Executive an executive position at a compensation level at least equal to Executive’s then compensation level under this Agreement. The Option will have such other terms and conditions as are included in the Corporation’s standard stock option agreement under the Plan. If the term of this Agreement continues beyond February 17, 2012, the Board shall review the aggregate number of stock options granted to the Executive promptly following such date (and thereafter not less frequently than annually) in order to determine whether an increase in the number thereof is warranted.

6. Vacation . In addition to holidays observed by the Corporation, Executive shall be entitled to paid vacation of three weeks per year or such greater amount of vacation as is approved by the Chairman of the Board. Any such vacations are to be taken at times mutually agreeable to Executive and the Chairman of the Board. Executive shall not be entitled to accrue more than six weeks of accrued vacation time at any given time. In the event that Executive has accrued the maximum of six weeks accrued and unused vacation time, Executive shall cease accruing further vacation time until such time as Executive’s accrued and unused vacation time is less than such maximum amount.

8. Termination .

8.1 In addition to all other rights and remedies which the parties may have under applicable law, the Corporation may terminate this Agreement and the services of Executive, effective upon the occurrence of any of the following events, any of which shall constitute a termination for “cause” under this Agreement: (i) a failure by Executive to perform any of his material obligations under this Agreement or to execute and perform in a timely and cooperative manner any directions of the Board; (ii) the death of Executive or his disability resulting in his inability to perform his reasonable duties assigned hereunder for a period of three consecutive months; (iii) Executive’s theft, dishonesty, or falsification of any Corporation documents or records; (iv) Executive’s improper use or disclosure of the Corporation’s confidential or proprietary information; or (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform his or her duties hereunder or which in the Board’s judgment may materially damage the business or reputation of the Corporation; provided, however, that prior to termination for cause arising under clause (i), Executive shall have a period of ten days after written notice from Corporation to cure the event or grounds constituting such cause. Any notice of termination provided by Corporation to Executive under this Section 8 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as to enable Executive to take steps to cure the same if such default is a failure by Executive to perform any of his material obligations under this Agreement. In the event Corporation terminates Executive for cause, (i) Executive shall be entitled as of the termination date to no further base salary other than such portion of Executive’s base salary as shall have accrued but remain unpaid as of the termination date, which shall be due immediately upon termination, (ii) Executive shall be entitled to receive payment of any earned but unpaid bonus, as well as any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (iii) any then unexercised but outstanding stock options granted to Executive shall be cancelled. The Corporation shall have no further obligations to Executive under this Agreement.

8.3 Executive may terminate Executive’s employment at will (without “Good Reason” as defined below) by giving 60 days’ prior written notice to Corporation. Executive shall be entitled to (i) all base salary up to and through the 60-day period after Executive’s notice of termination is given to Corporation, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (ii) any stock options, to the extent vested, may be retained by Executive and will be exercisable as set forth in Section 4.2 hereof, the Plan and applicable stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof). Executive has the right to terminate Executive’s employment for “Good Reason” due to, and not less than 30 days following, the occurrence of any of the following: (i) Corporation’s requirement that Executive’s principal place of work relocate more than 50 miles from its location as of the Commencement Date without the written consent of Executive to such relocation, (ii) a material adverse change in Executive’s duties and responsibilities; (iii) any failure by Corporation to pay, or any material reduction by Corporation of, the base salary or any failure by Corporation to pay any incentive compensation to which Executive is entitled pursuant to Section 4 hereof; or (iv) Corporation creates a work environment designed to constructively terminate Executive or to unlawfully harass or retaliate against Executive. In the event that Executive terminates his employment for Good Reason, all of the following will apply: (A) within five days after the termination date, Corporation will pay to Executive any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination; (B) within five days after the termination date, Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s base salary then in effect equal to six (6) months (or an amount equal to one year of the Executive’s then base salary if the Good Reason Termination is in connection with a Corporate Transaction in which the Corporation is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at least equal to the Executive’s then compensation level under this Agreement); (C) any stock options granted to Executive, to the extent vested, will be retained by the Executive and will be exercisable as set forth in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof); and (D) the vesting of an additional number of shares subject to all options granted to Executive that vest solely based upon the passage of time equal to 50% of all such shares (or 100% of all such time vesting based option shares as well as all then outstanding unvested milestone based option shares shall vest if the Good Reason termination is in connection with a Corporate Transaction in which the Corporation is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at least equal to Executive’s then compensation level under this Agreement) subject to such time vesting based options that have not already vested shall immediately accelerate and become fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof).

attorneys fees arising out of his services hereunder, other than those arising from or attributable to or resulting from his gross negligence or willful misconduct. The Corporation will name Executive as an officer on any policy of directors and officers liability insurance it secures throughout the term of this Agreement.

10. Non-Competition . In consideration of the Corporation’s entering into this Agreement:

10.1 Executive agrees that during the term of this Agreement and for a period of six months following the termination of this Agreement for any reason (and provided that during the post-termination period Executive has been paid any severance compensation to which he is entitled under the terms of this Agreement), he will not directly or indirectly own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in any business in which the Corporation is currently engaged or is engaged during the term of this Agreement (with the prohibited field of business activities to be limited after the termination date of this Agreement to the research, development, manufacturing or marketing of dendritic cell or other cancer vaccines or monoclonal antibodies for the diagnosis or treatment of cancer) without the written approval from the Board. Nothing herein contained shall be deemed to prohibit (i) Executive from maintaining any investments in, and the holding of any securities of, any company to the extent such investments were made or such securities held by Executive prior to the Commencement Date or (ii) investing his funds in securities of a company if the securities of such company are listed for trading on a national securities exchange or traded in the over the counter market and Executive’s holdings therein represent less than 5% of the total number of shares or principal amount of other securities of such company outstanding.

11. Confidentiality Agreement .

employee or agent thereof with whom the Corporation communicates; (v) the trade secrets, manufacturing and operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes, hardware, software, machines, inventions, designs, drawings, artwork, blueprints, specifications, tools, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Corporation; (vi) any communications between the Corporation, its officers, directors, shareholders, or employees, and any attorney retained by the Corporation for any purpose, or any person retained or employed by such attorney for the purpose of assisting such attorney in his or her representation of the Corporation; (vii) any other non-public information and knowledge with respect to the Corporation’s products, whether developed or in any stage of development by the Corporation; (viii) the abilities and specialized training or experience of others who as employees or consultants of the Corporation during the Executive’s employment have engaged in the design or development of any such products; and (ix) any other matter or thing, whether or not recorded on any medium, (a) by which the Corporation derives actual or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Corporation an opportunity to obtain an advantage over its competitors who do not know or use the same.

(i) the Confidential Information is, and at all times hereafter shall remain, the sole property of the Corporation;

12. Invention Disclosure . Executive agrees to disclose to the Corporation promptly and fully all ideas, inventions, discoveries, developments or improvements (“ Inventions ”) that may be made, conceived, created or developed by him (whether such Inventions are developed solely by him or jointly with others) during his employment by the Corporation which either (i) in any way is connected with or related to the actual or contemplated business, work, research or undertakings of the Corporation or (ii) results from or is suggested by any task, project or work that he may do for, in connection with, or on behalf of the Corporation. Notwithstanding the foregoing, this Section 12 shall not apply to any Inventions that meet all of the following requirements: (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Invention to the Corporation’s business or actual or demonstrably anticipated research, development or business; and (b) were developed entirely on Executive’s own time; and (c) were developed without use of any of the Corporation’s equipment, supplies, facilities or trade secret information; and (d) did not result from any work Executive performed for the Corporation. Executive agrees that such Inventions shall become the sole and exclusive property of the Corporation and Executive hereby assigns to the Corporation all of his rights to any such Inventions. With respect to Inventions, Executive shall during the period of his employment hereunder and at any time and from time to time hereafter (a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same, (b) execute all documents requested by the Corporation for filing and prosecuting such applications for patents, trademarks and/or copyrights as the Corporation, in its sole discretion, may desire to prosecute, and (c) give the Corporation all assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect the Corporation’s right therein and thereto. If any such assistance is required following the termination of Executive’s employment with the Corporation, the Corporation shall reimburse Executive for his lost wages or salary and the reasonable expenses incurred by him in rendering such assistance.

if to the Corporation, at:

ImmunoCellular Therapeutics, Ltd.

21900 Burbank Boulevard, 3 ^rd Floor

Woodland Hills, CA 91367

Attention: Chairman of the Board

with a copy to:

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, California 90067

Attention: Sanford J. Hillsberg

and, if to Executive:

Dr. Manish Singh

23526 Dolorosa Street

Woodland Hills, California 91367

the accrued amount will be paid in a single, lump sum cash payment. Furthermore, Corporation shall not be required to make, and Executive shall not be required to receive, any severance or other payment or benefit under this Agreement at such time as the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to Executive arising under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Corporation of any particular tax effect to Executive under this Agreement. The parties agree that for purposes of Section 409A of the Code, the severance amounts payable under this Agreement shall be treated as a right to a series of separate payments. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. The Corporation and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above set forth.

Exhibit 10.4

AGREEMENT

This agreement (this “ Agreement ”) is made as of May 13th, 2011 by and between ImmunoCellular Therapeutics, Ltd., a Delaware company (“ Company ”), and Dr. John Yu, an individual (“ Dr. Yu ”).

WHEREAS, Dr. Yu has been serving as the Company’s Chief Scientific Officer under an Agreement whose term expired on February 28, 2011 (the “ Prior Agreement ”); and

WHEREAS, the Company and Dr. Yu desire to enter into an agreement under which Dr. Yu shall continue to serve as the Company’s Chief Scientific Officer on the terms set forth in this Agreement, with the term of this Agreement to commence on the Effective Date.

NOW, THEREFORE, upon the above premises, and in consideration of the mutual covenants and agreements hereinafter contained, the Company and Dr. Yu hereto agree as follows.

1. Engagement . The Company shall employ Dr. Yu, and Dr. Yu shall serve, as the Company’s Chief Scientific Officer. The Company acknowledges that Dr. Yu is a full-time employee of Cedars-Sinai Medical Center (“ CSMC ”) and that Dr. Yu has pre-existing obligations to CSMC and will continue to be subject to the policies and procedures of CSMC. Pursuant to the Full Time Faculty Consulting Guidelines of CSMC, Dr. Yu has received the consent of CSMC to participate in the activities of the Company. A copy of the Consent Memorandum has been provided to the Company. Company and Dr. Yu agree that each will comply with the Consent Memorandum and, in the event of a conflict between this Agreement and the Consent Memorandum, the terms and conditions of the Consent Memorandum shall control.

2. Services . Dr. Yu agrees to provide to the Company services in the capacity of the Company’s Chief Scientific Officer (the “ Services ”). Dr. Yu will report directly and be responsible to the Company’s Board of Directors (the “ Board ”). The Services will be those customarily performed by a Chief Scientific Officer for a company such as the Company; provided, however that Dr. Yu shall provide the Services on a part-time basis. Dr. Yu will perform the Services primarily at the Company’s principal executive offices, which shall be in the Los Angeles, California area. Dr. Yu shall perform all duties assigned to him by the Company faithfully, diligently and to the best of his ability. Such duties will include, but are not limited to, directing technology development and evaluation research, giving public presentations on behalf of the Company, and meeting with investors and potential alliance partners. Due to the Company’s needs for Dr. Yu’s services and Dr. Yu’s pre-existing full-time commitment to CSMC, Dr. Yu will not serve as an employee, consultant, officer or director of any other company or organization without first notifying the Company and obtaining the written consent of the Board, which will not be unreasonably withheld.

3. Term . Dr. Yu shall be employed under this Agreement for a term commencing on March 1, 2011 (the “ Commencement Date ”), and ending on the termination date as provided in this Section 3 or as provided in Section 11 hereof. The term of this Agreement shall automatically renew on the one-year anniversary date of the Commencement Date of each year

hereafter for successive one-year terms unless either party delivers written notice of the termination of this Agreement to the other party not more than 30 days before the expiration of the applicable one-year period.

4. Compensation .

4.1 The Company will pay to Dr. Yu as compensation for his services hereunder an initial base salary of $70,000 per annum, payable in equal biweekly installments. The Board shall annually review Dr. Yu’s performance and base salary to determine whether an increase in the amount thereof is warranted. The Company shall also promptly pay Dr. Yu a bonus of $15,000 each (a maximum total of $30,000) upon and provided that the Company achieves each of the following milestones within one year from the Commencement Date: (i) enrollment of 75 patients in the Phase II trial of ICT-107 and (ii) filing of an IND for either a new indication for ICT-107 or for another product candidate of the Company. Dr. Yu acknowledges that he has been paid by the Company all amounts owing under the Prior Agreement.

4.2 The Company shall grant Dr. Yu on the later of the date of the Board’s approval of this Agreement or the execution of this Agreement by the parties under the Company’s 2006 Equity Incentive Plan (the “ Plan ”), a stock option (the “ Option ”) to purchase 50,000 shares of the Company’s common stock (“ Common Stock ”) having an exercise price per share equal to the closing market price on the date of grant and having a term of seven years from the date of grant. The Option shall vest in three equal annual installments, with the first vesting date to be February 28, 2012.

The Option will be exercisable within the seven year term of the option during the period that Dr. Yu provides services to the Company and for: (i) 90 days after termination by Dr. Yu if such termination is without Good Reason (as defined in Section 11.3) and (ii) twelve months after termination by either party for any other reason except termination for cause by the Company, provided that such exercise is effected within the seven-year term of the Option. In the event of a Corporate Transaction (as such term is defined in the Plan), vesting of the Option (and any other options granted to Dr. Yu) shall be governed by the provisions contained in the Company’s standard stock option agreement under the Plan for the Company’s officers and directors, except that any then outstanding but unvested portion of the Option will fully vest if the Company is not the surviving entity in the Corporate Transaction unless the surviving entity offers Dr. Yu an executive position at a compensation level at least equal to Dr. Yu’s then compensation level under this Agreement. The Option will have such other terms and conditions as are included in the Company’s standard stock option agreement under the Plan. If the term of this Agreement continues beyond February 28, 2012, the Board shall review the aggregate number of stock options granted to Dr. Yu promptly following such date (and thereafter not less frequently than annually) in order to determine whether an increase in the number thereof is warranted.

5. Expenses . The Company shall reimburse Dr. Yu for necessary and reasonable out-of-pocket business expenses incurred by Dr. Yu in the performance of this Agreement in accordance with the reimbursement policies of the Company in effect from time to time.

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6. No Benefits . Dr. Yu acknowledges and agrees that he will not be eligible for any Company employee benefits and, to the extent he otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Dr. Yu hereby expressly declines to participate in such Company employee benefits.

7. Withholding; Indemnification . Dr. Yu shall have full responsibility for applicable withholding taxes for all compensation paid to him under this Agreement. Dr. Yu agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Dr. Yu.

8. Proprietary Rights . All inventions, improvements, discoveries, copyrightable or patentable works, intellectual property, whether or not patentable or copyrightable, and all other work performed and all materials developed or prepared by Dr. Yu, in connection with the Services provided to the Company in connection with the Company’s technology, whether developed or prepared solely or jointly by Dr. Yu with others, are the property of the Company and, as between Dr. Yu and the Company, all rights, title and interest therein shall vest in the Company and shall be deemed to be works made for hire and made in the course of the services described above. To the extent that title to any such works may not, by operation of law, vest in the Company or such works may not be considered works made for hire, all rights, title and interest therein are hereby irrevocably assigned to the Company. All such materials shall belong exclusively to the Company, and the Company shall have the right to obtain and to hold in its own name, copyrights, trademarks, patents, other registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Dr. Yu agrees to give the Company and any person designated by the Company such reasonable assistance, at the Company’s expense, as is required to perfect the rights defined in this Section. Dr. Yu agrees to return to the Company all materials developed or prepared for the Company by Dr. Yu upon the termination of this Agreement, along with all materials and other property of the Company in Dr. Yu’s possession at the time of termination of this Agreement.

9. Confidential Information .

9.1 Confidentiality Obligations . “Confidential Information” means, collectively: (a) business or technical information of the Company, including but not limited to information relating to the Company’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any information designated by the Company as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; and (c) the terms and conditions of this Agreement. Dr. Yu hereby agrees that, except with respect to any required disclosure to CSMC (which he shall disclose in writing to the Company, including a description of the Confidential Information required to be disclosed, before making such disclosure to CSMC, unless such disclosure relates to a patient safety issue (in which case he shall promptly advise the Company in writing after making such safety issue disclosure to CSMC)), he (x) will not disclose to any third party or use any Confidential Information disclosed to him by the Company except as expressly permitted in this Agreement; (y) will not disclose to the Company any Confidential Information of any third party disclosed to him by such third party without the prior written consent of such third party; and (z) will take all reasonable measures to maintain the confidentiality of all Confidential Information of the Company in his possession or control.

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9.2 Exclusions . “Confidential Information” will not include information that is: (i) already lawfully known by the receiving party prior to this Agreement without restriction, (ii) in the public domain due to no fault of the receiving party, (iii) rightfully obtained by the receiving party without similar restriction from such party, (iv) independently developed by the receiving party without reference to the other party’s confidential information, or (v) provided by the disclosing party to another party without similar restriction.

10. Indemnity . Dr. Yu agrees to indemnify and hold the Company harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from a breach of any of his representations and warranties herein or attributable to or resulting from his gross negligence or willful misconduct in rendering the Services. The Company agrees to indemnify and hold Dr. Yu harmless from and against any and all claims, demands, causes of action, losses, damages, liability, costs and expenses, including attorneys fees arising out of his services hereunder, other than those arising from Dr. Yu’s breach of any of his representations and warranties hereunder or Dr. Yu’s gross negligence or willful misconduct.

11. Termination .

11.1 In addition to all other rights and remedies which the parties may have under applicable law, the Company may terminate this Agreement and the services of Dr. Yu, effective upon the occurrence of any of the following events, any of which shall constitute a termination for “cause” under this Agreement: (i) a failure by Dr. Yu to perform any of his material obligations under this Agreement or to execute and perform in a timely and cooperative manner any directions of the Board; (ii) the death of Dr. Yu or his disability resulting in his inability to perform his reasonable duties assigned hereunder for a period of three consecutive months; (iii) Dr. Yu’s theft, dishonesty, or falsification of any Company documents or records; (iv) Dr. Yu’s improper use or disclosure of the Company’s confidential or proprietary information; or (v) Dr. Yu’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Dr. Yu’s ability to perform his duties hereunder or which in the Board’s judgment may materially damage the business or reputation of the Company; provided, however, that prior to termination for cause arising under clause (i), Dr. Yu shall have a period of ten days after written notice from Company to cure the event or grounds constituting such cause. Any notice of termination provided by Company to Dr. Yu under this Section 11 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as to enable Dr. Yu to take steps to cure the same if such default is a failure by Dr. Yu to perform any of his material obligations under this Agreement. In the event Company terminates Dr. Yu for cause, (i) Dr. Yu shall be entitled as of the termination date to no further base salary other than such portion of Dr. Yu’s base salary as shall have accrued but remain unpaid as of the termination date, which shall be due immediately upon termination, (ii) Dr. Yu shall be entitled to receive payment of any expense reimbursement amounts owed by the Company to the Dr. Yu through the date of termination and (iii) any then unexercised but outstanding stock options granted to Dr. Yu shall be cancelled. The Company shall have no further obligations to Dr. Yu under this Agreement.

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11.2 At any time after twelve months from the Commencement Date, the Company may terminate Dr. Yu without cause upon 60 days written notice delivered to Dr. Yu. In the event the Company terminates Dr. Yu’s employment without cause, all of the following will apply: (i) immediately upon termination, the Company will pay to Dr. Yu any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Company to the Dr. Yu through the date of termination; and (ii) any stock options granted to Dr. Yu, to the extent vested, will be retained by the Dr. Yu and will be exercisable as set forth in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof).

11.3 Dr. Yu may terminate Dr. Yu’s employment at will (without “Good Reason” as defined below) by giving 60 days’ prior written notice to Company. Dr. Yu shall be entitled to (i) all base salary up to and through the 60-day period after Dr. Yu’s notice of termination is given to Company, any earned but unpaid bonus and any expense reimbursement amounts owed by the Company to the Dr. Yu through the date of termination and (ii) any stock options, to the extent vested, may be retained by Dr. Yu and will be exercisable as set forth in Section 4.2 hereof, the Plan and applicable stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof). Dr. Yu has the right to terminate Dr. Yu’s employment for “Good Reason” due to, and not less than 30 days following, the occurrence of any of the following: (i) a material adverse change in Dr. Yu’s duties and responsibilities as set forth in this Agreement; (ii) any failure by Company to pay, or any material reduction by Company of, the base salary or any failure by Company to pay any other compensation to which Dr. Yu is entitled pursuant to Section 4 hereof; or (iii) Company creates a work environment designed to constructively terminate Dr. Yu or to unlawfully harass or retaliate against Dr. Yu. In the event that Dr. Yu terminates his employment for Good Reason, all of the following will apply: (A) within five days after the termination date, Company will pay to Dr. Yu any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Company to the Dr. Yu through the date of termination; and (B) any stock options granted to Dr. Yu, to the extent vested, will be retained by the Dr. Yu and will be exercisable as set forth in Section 4.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 4.2 hereof).

12. Non-Competition .

12.1 In consideration of the Company’s entering into this Agreement: Dr. Yu agrees that during the term of this Agreement and for a period of six months following the termination of this Agreement for any reason, he will not directly or indirectly own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in any business in which the Company is currently engaged or is engaged during the term of this Agreement (with the prohibited field of business activities to be limited after the termination date of this Agreement to the research, development, manufacturing or marketing of dendritic cell or other cancer vaccines or monoclonal antibodies for the diagnosis or treatment of cancer) without the written approval from the Board. Nothing herein contained shall be deemed to prohibit (i) Dr. Yu from maintaining any investments in, and the holding of any securities of, any company to the extent such investments were made or such securities held by Dr. Yu prior to the Commencement Date or (ii) investing his funds in securities of a company if the securities of such company are listed

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for trading on a national securities exchange or traded in the over the counter market and Dr. Yu’s holdings therein represent less than 5% of the total number of shares or principal amount of other securities of such company outstanding.

12.2 Dr. Yu agrees that he will not, during the term hereof or prior to the expiration of one year following the termination of his employment for any reason, without the written consent of the Company, directly or indirectly, by action alone or in concert with others, solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity solicit for employment or engagement, any person or entity employed or engaged by the Company.

13. General Terms .

13.1 Assignment . This Agreement is personal to Dr. Yu. He may not sell, transfer, sublicense, subcontract, hypothecate or assign his rights and duties under this Agreement without the prior written consent of the Company. The Company may freely assign its rights and obligations under this Agreement.

13.2 Notices . Any notices or communications under this Agreement shall be in writing and shall be hand-delivered or sent by certified mail (return receipt requested), or telecopied, or overnight couriered to the party receiving such communication at the address specified below:


If to the Company:		Dr. Manish Singh, President ImmunoCellular Therapeutics, Ltd. 21900 Burbank Boulevard, 3 ^rd Floor Burbank, California 91367

If to Dr. Yu:		Dr. John Yu Suite 800E 8631 West Third Street Los Angeles, CA 90048

or such other address or addressee as either party may in the future specify to the other party.

13.3 California Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws provisions.

13.4 Dispute Resolution . Any dispute arising out of or relating to this Agreement shall be decided by binding arbitration by JAMS and shall be held in Los Angeles, California. The ruling of the arbitrator shall be final and may be enforced by any party to such arbitration in any court of competent jurisdiction located in Los Angeles, California.

13.5 Amendment . No modification, amendment, supplement to or waiver of the provisions of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

13.6 Waiver . A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.

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13.7 Entire Agreement . This Agreement sets forth the entire understanding of the parties as to the subject matter therein and may not be modified except in writing executed by both parties.

13.8 Severability . In the event any one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.

13.9 Survival . The following Sections shall survive the termination of this Agreement: 7 (Withholding; Indemnity), 8 (Proprietary Rights), 9 (Confidentiality), 10 (Indemnity) and 12 (Non-Competition).

13.10 Attorneys Fees . If an arbitration or other legal proceeding is brought to enforce or interpret the provisions of this Agreement or as to the rights or obligations of any party to this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs.

13.11 Disclosure . The terms of this Agreement may be publicly disclosed by the Company to the extent the Company’s counsel determines that such disclosure is required by law. The Company shall provide Dr. Yu with a copy of any such disclosure for his review at least three days prior to making such disclosure.

13.12 Remedies . Dr. Yu acknowledges and agrees that the business of the Company is highly competitive and that the provisions of Sections 8, 9 and 12 are reasonable and necessary for the protection of the Company and that any violation of such covenants would cause immediate, immeasurable and irreparable harm, loss and damage to the Company not adequately compensable by a monetary award. Accordingly, Dr. Yu agrees, without limiting any of the other remedies available to the Company, that any violation of said covenants, or any one of them, may be enjoined or restrained by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary or final injunctions may be issued by any court of competent jurisdiction, without notice and without bond.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the date set forth above.


		IMMUNOCELLULAR THERAPEUTICS, LTD.

/s/ John Yu		By:	/s/ Manish Singh
Dr. John Yu			Name:	Dr. Manish Singh
			Title:	President and Chief Executive Officer

Date:	5/13/2011	Date:	5/13/11

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Exhibit 10.5

AGREEMENT

This Agreement (this “ Agreement ”) is made as of the 10th day of May, 2011, by and between ImmunoCellular Therapeutics, Ltd., a Delaware corporation (the “ Corporation ”), and Dr. Elma Smal Hawkins (hereinafter called “ Executive ”).

W I T N E S S E T H:

WHEREAS, the Corporation previously employed Executive as its Consultant – Clinical Affairs under an Employment Agreement dated as of March 4, 2010 (the “ Prior Agreement ”);

WHEREAS, the term of the Prior Agreement expired on March 3, 2011; and

WHEREAS, the Corporation desires to continue to employ Executive as its Consultant – Clinical Affairs pursuant to the terms of this Agreement, and Executive is willing to accept such employment on the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Employment by Corporation . Executive will be engaged on a part-time basis as Consultant – Clinical Affairs of the Company for the term and upon the terms and conditions set forth herein, and Executive accepts such offer of engagement. As the Consultant – Clinical Affairs, Executive’s duties will be those that are customary for a Consultant – Clinical Affairs of a company such as the Corporation, including without limitation assisting the Corporation in establishing and implementing plans and strategies for the development and testing of the Corporation’s product candidates and obtaining all necessary regulatory approvals to conduct such development and testing. Executive will not serve as an officer, director or consultant of any other company during the term of this Agreement that is engaged in the research, development or marketing of immunotherapy products that are based on dendritic cell or cancer stem cell technologies for the diagnosis or treatment of cancer (the “ Field ”) without the written consent of the Corporation. Executive will report to the President and Chief Executive Officer of the Company. Executive agrees to spend sufficient time providing the services to the Corporation under this Agreement to assist the Corporation in meeting its clinical development and regulatory objectives. Executive will attend meetings at the Corporation’s executive offices, with FDA or other regulatory authorities, and at other locations from time to time as the Corporation may reasonably request upon reasonable notice.

2. Term . Executive shall be employed under this Agreement for a term commencing on March 4, 2011 (the “ Commencement Date ”), and ending on the termination date as provided in this Section 2 or as provided in Section 7 hereof. The term of this Agreement shall automatically renew on the one-year anniversary date of the Commencement Date of each year hereafter for successive one-year terms unless either party delivers written notice of the termination of this Agreement to the other party not more than 30 days before the expiration of the applicable one-year period.

3. Compensation/Benefits .

3.1 The Corporation will pay to Executive as compensation for her services hereunder an initial base salary of $225,000 per annum, payable in equal biweekly installments. Provided that Executive continues to serve as the Corporation’s Consultant – Clinical Affairs for the first one year of the term of this Agreement, the Corporation shall pay Executive a cash bonus of up to $75,000 upon attainment within that one-year period of the corporate goals set forth in the 2011 ImmunoCellular Corporate Objectives (the “Corporate Goals”), which are subject to revision and finalization by the Board within 90 days from the Commencement Date). The portion of the $75,000 maximum bonus that shall be earned by Executive shall be determined in the sole discretion of the Board and shall be based upon both (i) the Board’s performance evaluation of Executive and (ii) with reference to the formula set forth in the Corporate Goals and with the determination of whether specified goals have been obtained to be made solely by the Board in its good faith; provided that the bonus amount awarded by the Board may be greater or lesser than the amount indicated by the goals formula. The Board shall annually review Executive’s performance and base salary to determine whether an increase in the amount thereof is warranted. Executive acknowledges that she has been paid by the Corporation all amounts owing under the Prior Agreement.

3.2 The Corporation shall grant the Executive on the later of the date of the Board’s approval of this Agreement or the execution of this Agreement by the parties under the Corporation’s 2006 Equity Incentive Plan (the “ Plan ”), a stock option (the “ Option ”) to purchase 150,000 shares of the Corporation’s common stock (“ Common Stock ”) having an exercise price per share equal to the closing market price on the date of grant and having a term of seven years from the date of grant. The Option shall vest (i) as to 75,000 shares in three annual installments of 25,000 shares each, with the first vesting date to be March 3, 2012; (ii) as to 25,000 shares upon the Corporation attaining a market capitalization (defined for purposes of this Agreement as the number of shares of the Corporation’s common stock then outstanding times the average closing price of such common stock for ten consecutive trading days) of at least $100 million; (iii) as to 25,000 shares upon the Corporation attaining a market capitalization of at least $150 million; and (iv) as to 25,000 shares upon the Corporation attaining a market capitalization of at least $200 million.

The Option will be exercisable within the seven year term of the option during the period that Executive provides services to the Corporation and for (i) 90 days after termination by Executive if such termination is without Good Reason (as defined in Section 7.3) and (ii) twelve months after termination by either party for any other reason except termination for cause by the Corporation, provided that such exercise is effected within the seven-year term of the Option. In the event of a Corporate Transaction (as such term is defined in the Plan), vesting of the Option (and any other options granted to Executive) shall be governed by the provisions contained in the Corporation’s standard stock option agreement under the Plan for the Corporation’s officers and directors, except that any then outstanding but unvested portion of the Option will fully vest if the Corporation is not the surviving entity in the Corporate Transaction unless the surviving entity offers Executive a consulting position at a compensation level at least equal to Executive’s then compensation level under this Agreement. The Option will have such other terms and conditions as are included in the Corporation’s standard stock option agreement under the Plan. If the term of this Agreement continues beyond March 3, 2012, the Board shall review the

aggregate number of stock options granted to the Executive promptly following such date (and thereafter not less frequently than annually) in order to determine whether an increase in the number thereof is warranted.

4. Benefits . Executive acknowledges and agrees that she will not be eligible for any Corporation employee benefits and, to the extent she otherwise would be eligible for any Corporation employee benefits but for the express terms of this Agreement, she hereby expressly declines to participate in such Corporation employee benefits.

5. Withholding; Indemnification . Executive shall have full responsibility for applicable withholding taxes for all compensation paid to her under this Agreement. Executive agrees to indemnify, defend and hold the Corporation harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Corporation by the relevant taxing authorities with respect to any compensation paid to her.

6. Expenses . The Corporation will promptly reimburse Executive for all reasonable business expenses incurred by Executive in connection with the business of the Corporation in accordance with regular Corporation policy regarding the nature and amount of expenses and the maintenance and submission of receipts and records necessary for the Corporation to document them as proper business expenses. These expenses shall include, without limitation, out-of-pocket telephone, facsimile, office supplies and authorized travel expenses but shall not include utilities or similar overhead expenses.

7. Termination .

7.1 In addition to all other rights and remedies which the parties may have under applicable law, the Corporation may terminate this Agreement and the services of Executive, effective upon the occurrence of any of the following events, any of which shall constitute a termination for “cause” under this Agreement: (i) a failure by Executive to perform any of her material obligations under this Agreement or to execute and perform in a timely and cooperative manner any directions of the Board; (ii) the death of Executive or her disability resulting in her inability to perform her reasonable duties assigned hereunder for a period of three consecutive months; (iii) Executive’s theft, dishonesty, or falsification of any Corporation documents or records; (iv) Executive’s improper use or disclosure of the Corporation’s confidential or proprietary information; or (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform her duties hereunder or which in the Board’s judgment may materially damage the business or reputation of the Corporation; provided, however, that prior to termination for cause arising under clause (i), Executive shall have a period of ten days after written notice from Corporation to cure the event or grounds constituting such cause. Any notice of termination provided by Corporation to Executive under this Section 7 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as to enable Executive to take steps to cure the same if such default is a failure by Executive to perform any of her material obligations under this Agreement. In the event Corporation terminates Executive for cause, (i) Executive shall be entitled as of the termination date to no further base salary other than such portion of Executive’s base salary as shall have accrued but remain unpaid as of the termination date, which

shall be due immediately upon termination, (ii) Executive shall be entitled to receive payment of any earned but unpaid bonus, as well as any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (iii) any then unexercised but outstanding stock options granted to Executive shall be cancelled. The Corporation shall have no further obligations to Executive under this Agreement.

7.2 The Corporation may terminate Executive without cause upon 60 days written notice delivered to Executive. In the event the Corporation terminates Executive’s employment without cause, all of the following will apply: (i) immediately upon termination, the Corporation will pay to Executive any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination; (ii) immediately upon termination, the Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s then effective base salary for a period of six (6) months; (iii) any stock options granted to Executive, to the extent vested, will be retained by the Executive and will be exercisable as set forth in Section 3.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 3.2 hereof); and (iv) the vesting of an additional number of shares subject to those options granted to Executive that vest solely based upon the passage of time equal to 50% of all such shares subject to such time vesting based options that have not already vested shall immediately accelerate and become fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 3.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 3.2 hereof).

7.3 Executive may terminate Executive’s employment at will (without “Good Reason” as defined below) by giving 60 days’ prior written notice to Corporation. Executive shall be entitled to (i) all base salary up to and through the 60-day period after Executive’s notice of termination is given to Corporation, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination and (ii) any stock options, to the extent vested, may be retained by Executive and will be exercisable as set forth in Section 3.2 hereof, the Plan and applicable stock option agreement (which shall reflect the terms set forth in Section 3.2 hereof). Executive has the right to terminate Executive’s employment for “Good Reason” due to, and not less than 30 days following, the occurrence of any of the following: (i) a material adverse change in Executive’s duties and responsibilities; (ii) any failure by Corporation to pay, or any material reduction by Corporation of, the base salary or any failure by Corporation to pay any incentive compensation to which Executive is entitled pursuant to Section 3 hereof; or (iii) Corporation creates a work environment designed to constructively terminate Executive or to unlawfully harass or retaliate against Executive. In the event that Executive terminates her employment for Good Reason, all of the following will apply: (A) within five days after the termination date, Corporation will pay to Executive any base salary as shall have accrued but remain unpaid as of the termination date, any earned but unpaid bonus and any expense reimbursement amounts owed by the Corporation to the Executive through the date of termination; (B) within five days after the termination date, Corporation will pay to Executive severance compensation in a lump sum cash payment equal to Executive’s base salary then in effect equal to six (6) months (or an amount equal to one year of the Executive’s then base salary if the Good Reason Termination is in connection with a Corporate Transaction in which the Corporation is not the surviving entity and the surviving entity fails to offer Executive a consulting position at a compensation level at least equal to the

Executive’s then compensation level under this Agreement); (C) any stock options granted to Executive, to the extent vested, will be retained by the Executive and will be exercisable as set forth in Section 3.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 3.2 hereof); and (D) the vesting of an additional number of shares subject to all options granted to Executive that vest solely based upon the passage of time equal to 50% of all such shares (or 100% of all such time vesting based option shares as well as all then outstanding unvested milestone based option shares shall vest if the Good Reason termination is in connection with a Corporate Transaction in which the Corporation is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at least equal to Executive’s then compensation level under this Agreement) subject to such time vesting based options that have not already vested shall immediately accelerate and become fully vested and exercisable by Executive and will continue to be exercisable as provided in Section 3.2 hereof, the Plan and related stock option agreement (which shall reflect the terms set forth in Section 3.2 hereof).

8. Indemnity . Executive warrants and represents that she has full power and authority to enter into and perform this Agreement and that her performance of this Agreement will not violate the provisions of any other agreement to which she is a party. The Corporation agrees to indemnify and hold Executive harmless from and against any and all claims, demands, causes of action, losses, damages, liability, costs and expenses, including attorneys fees arising out of her services hereunder, other than those arising from or attributable to or resulting from her gross negligence or willful misconduct.

9. Non-Competition . In consideration of the Corporation’s entering into this Agreement:

9.1 Executive agrees that during the term of this Agreement she will not directly or indirectly, manage, operate, join, control, perform any services for, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, or otherwise, any business entity which is engaged in the Field.

9.2 Executive agrees that Executive will not, during the term hereof or prior to the expiration of one year following the termination of the Executive’s employment for any reason, without the written consent of the Corporation, directly or indirectly, by action alone or in concert with others, solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity solicit for employment or engagement, any person or entity employed or engaged by the Corporation.

10. Confidentiality Agreement .

10.1 As used herein, the term “Confidential Information” shall mean the any and all information of the Corporation, including, but not limited to, all data, compilations, programs, devices, strategies, or methods concerning or related to (i) the Corporation’s finances, financial condition, results of operations, employee relations, amounts of compensation paid to officers and employees and any other data or information relating to the internal affairs of the Corporation and its operations; (ii) the terms and conditions (including prices) of sales and offers of sales of the Corporation’s products and services; (iii) the terms, conditions and current status of the Corporation’s agreements and relationship with any customer or supplier; (iv) the

customer and supplier lists and the identities and business preferences of the Corporation’s actual and prospective customers and suppliers or any employee or agent thereof with whom the Corporation communicates; (v) the trade secrets, manufacturing and operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes, hardware, software, machines, inventions, designs, drawings, artwork, blueprints, specifications, tools, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Corporation; (vi) any communications between the Corporation, its officers, directors, shareholders, or employees, and any attorney retained by the Corporation for any purpose, or any person retained or employed by such attorney for the purpose of assisting such attorney in her or her representation of the Corporation; (vii) any other non-public information and knowledge with respect to the Corporation’s products, whether developed or in any stage of development by the Corporation; (viii) the abilities and specialized training or experience of others who as employees or consultants of the Corporation during the Executive’s employment have engaged in the design or development of any such products; and (ix) any other matter or thing, whether or not recorded on any medium, (a) by which the Corporation derives actual or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Corporation an opportunity to obtain an advantage over its competitors who do not know or use the same.

10.2 Executive acknowledges and agrees that the Corporation is engaged in a highly competitive business and has expended, or will expend, significant sums of money and has invested, or will invest, a substantial amount of time to develop and maintain the secrecy of the Confidential Information. The Corporation has thus obtained, or will obtain, a valuable economic asset which has enabled, or will enable, it to develop an extensive reputation and to establish long-term business relationships with its suppliers and customers. If such Confidential Information were disclosed to another person or entity or used for the benefit of anyone other than the Corporation, the Corporation would suffer irreparable harm, loss and damage. Accordingly, Executive acknowledges and agrees that, unless the Confidential Information was (a) in the public domain or becomes publicly known through legitimate origins not involving an act or omission by Executive, (b) was in Executive’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Executive; (c) was developed by Executive prior to the date of this Agreement or after the expiration of the term of this Agreement independently of and without reference to any Confidential Information; (c) was known to Executive at the time of disclosure; or (v) was approved for release by written authorization of the Corporation, then:

(i) the Confidential Information is, and at all times hereafter shall remain, the sole property of the Corporation;

(ii) Executive shall use her best efforts and the utmost diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Corporation or any other person, firm, corporation or other entity; and

(iii) unless the Corporation gives Executive prior express written permission, during her employment and thereafter, Executive shall not use for her own benefit, or divulge to any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Executive may obtain, learn about, develop or be entrusted with as a result of Executive’s employment by the Corporation.

10.3 Executive also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Executive has committed to memory, is supplied or made available by the Corporation to the Executive solely to assist him in performing her services under this Agreement. Executive further agrees that after her employment with the Corporation is terminated for any reason:

(i) Executive shall not remove from the property of the Corporation and shall immediately return to the Corporation, all documentary or tangible Confidential Information in her possession, custody, or control and not make or keep any copies, notes, abstracts, summaries or other record of any type of Confidential Information; and

(ii) Executive shall immediately return to the Corporation any and all other property of the Corporation in her possession, custody or control, including, without limitation, any and all keys, security cards, passes, credit cards and marketing literature.

11. Invention Disclosure . Executive agrees to disclose to the Corporation promptly and fully all ideas, inventions, discoveries, developments or improvements (“ Inventions ”) that may be made, conceived, created or developed by him (whether such Inventions are developed solely by him or jointly with others) during her employment by the Corporation which either (i) in any way is connected with or related to the actual or contemplated business, work, research or undertakings of the Corporation or (ii) results from or is suggested by any task, project or work that she may do for, in connection with, or on behalf of the Corporation. Notwithstanding the foregoing, this Section 12 shall not apply to any Inventions that meet all of the following requirements: (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Invention to the Corporation’s business or actual or demonstrably anticipated research, development or business; and (b) were developed entirely on Executive’s own time; and (c) were developed without use of any of the Corporation’s equipment, supplies, facilities or trade secret information; and (d) did not result from any work Executive performed for the Corporation. Executive agrees that such Inventions shall become the sole and exclusive property of the Corporation and Executive hereby assigns to the Corporation all of her rights to any such Inventions. With respect to Inventions, Executive shall during the period of her employment hereunder and at any time and from time to time hereafter (a) execute all documents requested by the Corporation for vesting in the Corporation the entire right, title and interest in and to the same, (b) execute all documents requested by the Corporation for filing and prosecuting such applications for patents, trademarks and/or copyrights as the Corporation, in its sole discretion, may desire to prosecute, and (c) give the Corporation all assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect the Corporation’s right therein and thereto. If any such assistance is required following the termination of Executive’s employment with the Corporation, the Corporation shall reimburse Executive for her lost wages or salary and the reasonable expenses incurred by him in rendering such assistance.

12. No Conflict . Executive represents that your performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence any proprietary information acquired by Executive in confidence prior to the date of this Agreement. Executive has not brought and will not bring with her any equipment, supplies, facility or trade secret information of any current or former employer which are not generally available to the public.

13. Independent Contractor . Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Corporation and Executive. Neither Executive nor the Corporation is by virtue of this Agreement authorized as an agent, employee or legal representative of the other. Neither Executive nor the Corporation shall have any power or authority to bind or commit the other.

14. Remedies . Executive acknowledges and agrees that the business of the Corporation is highly competitive and that the provisions of Sections 9, 10 and 11 are reasonable and necessary for the protection of the Corporation and that any violation of such covenants would cause immediate, immeasurable and irreparable harm, loss and damage to the Corporation not adequately compensable by a monetary award. Accordingly, the Executive agrees, without limiting any of the other remedies available to the Corporation, that any violation of said covenants, or any one of them, may be enjoined or restrained by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary or final injunctions may be issued by any court of competent jurisdiction, without notice and without bond.

15. Attorneys’ Fees and Costs . In any action between the parties based on this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys’ fees and out-of-pocket costs incurred by such party in the action.

16. Entire Agreement . This Agreement constitutes the entire agreement of the parties hereto with respect to the matters set forth herein and no amendment or modification hereof shall be valid or binding unless made in writing and signed by both parties hereto.

17. Notices . Any notice, required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by certified mail, return receipt requested, postage and fees prepaid as follows:

if to the Corporation, at:

ImmunoCellular Therapeutics, Ltd.

21900 Burbank Boulevard, 3 ^rd Floor

Woodland Hills, CA 91367

Attention: Chairman of the Board

with a copy to:

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, California 90067

Attention: Sanford J. Hillsberg

and, if to Executive:

Dr. Elma Smal Hawkins

65 E. 96 ^th St., #8D

New York, New York 10128

18. Non Assignability . Neither this Agreement nor the right to receive any payments hereunder may be assigned by Executive. This Agreement shall be binding upon Executive and inure to the benefit of her heirs, executors and administrators and be binding upon the Corporation and inure to the benefit of its successors and assigns.

19. Choice of Law And Forum . This Agreement shall be governed, interpreted and construed under the laws of the State of California without regard to its conflict of law principles. In the event of any dispute under this Agreement, such dispute shall be resolved by binding arbitration with JAMS/ENDISPUTE in Los Angeles, California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require arbitration of claims that the state and/or Federal courts of California have ruled may not be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device available to either party in a manner that violates the rulings of the state and/or Federal courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to governmental offices, or to preclude either party from seeking injunctive or provisional relief in a court of appropriate jurisdiction under such circumstances as may merit such relief.

20. Waiver . No course of dealing nor any delay on the part of any party in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.

21. Severability . If any provision of this Agreement, including any paragraph, sentence, clause or part thereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions of such paragraph, sentence, clause or part thereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

22. Survival at Termination . The termination of Executive’s employment hereunder by expiration of the term of this Agreement or otherwise shall not affect her obligations to the Corporation hereunder which by the nature thereof are intended to survive any such termination including, without limitation, Executive’s obligations under Sections 9, 10, 11 and 14 hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above set forth.

Exhibit 10.6

CLIENT LICENSE AGREEMENT AMENDMENT

Re: License Agreement, dated as of 04/25/2011, by and between Immuno Cellular Therapeutics, as Client and Regent Business Centers Woodland Hills, LLC, as Licensor.

The above referenced Agreement is hereby amended subject to the following modifications or revisions:

The term set forth in the Agreement is hereby extended. The renewal term will commence on 07/01/2011 and will expire on 06/30/2012 .

The Fixed Monthly Office Fee for the Office #3093/94/95 shall be $3,493.00 subject to any modifications and/or revisions, which may be agreed to by both Regent and Client.

The contents of the Office as set forth in the License Agreement are changed . The fee for three Basic Service Packages shall be $545.00 per month. The fee for the four internet connect shall be $100.00 per month.

Refundable Retainer in the amount of $200.00 is required.

All capitalized terms used in this Agreement shall have the same meaning as set forth in and defined in the License Agreement.

Except as set forth herein, all other terms and conditions of the License Agreement shall remain in full force and effect.

Agreed to:

Dated: June 14, 2011


Immuno Cellular Therapeutics

By:		/s/ Manish Singh

Name:		Manish Singh

Regent Business Centers Woodland Hills, LLC.

By:		/s/ Kristin Miller

Name:		Kristin Miller, General Manager

Exhibit 31.1

Certification of the Principal Executive Officer Under Section 302 of the Sarbanes-Oxley Act

I, Manish Singh, Ph.D., certify that:

1. I have reviewed this report on Form 10-Q of ImmunoCellular Therapeutics, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

Certification of the Principal Financial Officer Under Section 302 of the Sarbanes-Oxley Act

I, David Fractor, certify that:

1. I have reviewed this report on Form 10-Q of ImmunoCellular Therapeutics, Ltd.;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

Certification of the Principal Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of ImmunoCellular Therapeutics, Ltd. (the “Company”) hereby certifies that, to his knowledge:

(i)

The Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 32.2

Certification of the Principal Financial Officer

(i)

(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.