SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FLEMING JONATHAN (Last) (First) (Middle) C/O OXFORD BIOSCIENCE PARTNERS 222 BERKELEY STREET, SUITE 1650 (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IMCOR PHARMACEUTICAL CO [ ICPHC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/14/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 06/17/2004	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/14/2004		P		5,500,000(2)	A	$0.4	11,981,482	I	By Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P.(1)
Common Stock	04/14/2004		P		9,750,870(3)	A	$0.4	21,732,352	I	By Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P.(1)
Common Stock	04/19/2004		P		22,022,417(4)	A	$0.4	43,754,769	I	By Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P.(1)
Revolving Convertible Senior Secured Promissory Notes	04/14/2004		S		3,900,348(3)	D	$0.4	0	I	By Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P.(1)
Secured Promissory Notes	04/19/2004		S		8,800,966.96(4)	D	$0.4	0	I	By Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase common stock	$0.5	04/14/2004		P		2,750,001(5)		04/14/2004	04/14/2009	Common Stock	2,750,001	$0	2,750,001	I	By Oxford Bioscience Partners IV L.P. and MRNA Fund II L.P.

1. Name and Address of Reporting Person* FLEMING JONATHAN (Last) (First) (Middle) C/O OXFORD BIOSCIENCE PARTNERS 222 BERKELEY STREET, SUITE 1650 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OBP MANAGEMENT IV LP (Last) (First) (Middle) 222 BERKELEY STREET, SUITE 1650 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Jonathan Fleming is the general partner of OBP Management IV L.P., which is the general partner of both Oxford Bioscience Partners IV L.P. ("Oxford") and MRNA Fund II L.P ("MRNA"). As such Mr. Fleming and OBP Management IV L.P. disclaim beneficial ownership except to the extent of their pecuniary interests.

2. On April 14, 2004, Oxford agreed to purchase 568,678 shares of common stock and MRNA agreed to purchase 5,706 shares of common stock, each at a price of $0.75 per share. On April 19, 2004, the first of two closings occurred and the shares mentioned in the previous sentence were issued. On June 30, 2004, the second closing occurred and the entire transaction (including the April 19, 2004 and June 30, 2004 closings) was re-priced at $0.40 per share. Based on the revised terms, an aggregate of 4,925,616 shares were issued and include both those shares issued in connection with the second closing and the additional shares resulting from the re-pricing of the first closing. Of the 4,925,616 shares issued on June 30, 2004, 4,876,687 shares were issued to Oxford and 48,929 shares were issued to MRNA.

3. On April 14, 2004, Oxford and MRNA agreed to convert convertible notes in the aggregate amount of $3,900,348 at a conversion price of $0.75 per share. This conversion resulted in the acquisition of 5,148,802 shares by Oxford and the acquisition of 51,662 shares by MRNA. On June 30, 2004, in connection with the second closing and the re-pricing of shares at $0.40 per share, an aggregate of an additional 4,550,406 shares were issued. Of the additional 4,550,406 shares, Oxford acquired 4,505,202 shares and MRNA acquired 45,204 shares.

4. On June 30, 2004, in connection with the second closing, Oxford and MRNA converted secured notes in the aggregate of $8,800,966.96. Of the aggregate amount of $8,800,966.96, Oxford converted $8,726,766.55 at a price of $0.40 per share, which resulted in its acquisition of 21,816,916 shares of common stock. Of the aggregate of $8,800,966.96, MRNA converted $74,200.41 at a conversion price of $0.40 per share, which resulted in its acquisition of 185,501 shares of common stock.

5. On April 19, 2004, Oxford acquired warrants to purchase 284,339 shares of common stock and MRNA acquired warrants to purchase 2,853 shares of common stock. In connection with the second closing on June 30, 2004, Oxford acquired warrants to purchase an additional 2,438,344 shares of common stock and MRNA acquired warrants to purchase an additional 24,465 shares of common stock.

	/s/ Alexia Pearsall, under power of attorney for Jonathan Fleming	07/02/2004
	** Signature of Reporting Person	Date
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