8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   August 24, 2006    

Commission File No. 1-14778

DOR BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE		41-1505029
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1101 Brickell Avenue, Suite 701 S Miami, FL		33131
(Address of principal executive offices)		(Zip Code)
	(305) 534-3383
	(Issuer’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item. 1.01 Entry Into a Material Definitive Agreement

On August 29, 2006, the Company entered into a three-year employment agreement (“Employment Agreement”) with Christopher J. Schaber, Ph.D., pursuant to which Dr.Schaber will serve as the Company’s President and Chief Executive Officer. Under the terms of the Employment Agreement, Dr. Schaber is entitled to an annual base salary of $300,000 and an annual bonus of at least $100,000, payable at the end of each calendar year. The bonus will be pro rated for any portion of a year in which Dr. Schaber is employed by the Company.

Dr. Schaber previously served as Executive Vice President and Chief Operating Officer of Discovery Laboratories, Inc., Prior to working at Discovery, Dr. Schaber was employed by Ohmeda PPD, Inc. as Worldwide Director of Regulatory Affairs and Operations from 1994 to 1996. From 1989 to 1994, Dr. Schaber held a variety of regulatory, development and operations positions of increasing importance with The Liposome Company, Inc., and Elkins-Sinn Inc., a division of Wyeth-Ayerst Laboratories. Dr. Schaber received his B.A. from Western Maryland College, an M.S. in Pharmaceutics from Temple University School of Pharmacy, and a Ph.D. in Pharmaceutical Sciences from The Union Graduate School.

The Company has also issued Dr. Schaber stock options to purchase 2.5 million shares of the Company’s common stock, of which 833,333 shares vest immediately and the remainder of the options vests quarterly commencing on November 29, 2006. The exercise price of the options equals $0.27, the market price of the Company’s common stock as of the close of business on August 29, 2006.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers.

On August 25, 2006, the Board of Directors removed Michael T. Sember as President and Chief Executive Officer of the Company.

On August 29, 2006, the Board of Directors appointed Christopher J. Schaber, Ph.D., as the President and Chief Executive Officer of the Company. Dr. Schaber was also appointed as a new member to the Board of Directors of the Company. The terms of Dr. Schaber’s employment are summarized in Item 10.1 of this Form 8-K and are incorporated herein by reference.

On August 24, 2006, Alexander P. Haig J.D., resigned as Chairman of the Board of Directors and as a director of the Company. T. Jerome Madison, C.P.A., M.B.A., a member of the Board of Directors of the Company, also resigned as a director on August 25, 2006.

On August 29, 2006, James S. Kuo, M.D., M.B.A., a member of the Board of Directors since February of 2004, was elected Chairman of the Board of Directors.

Item 9.01.Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.Title

10.1 Employment Agreement, dated as of August 29, 2006, between Christopher J. Schaber, Ph.D., and the Company.

99.1Press Release issued by the Company dated August 30, 2006.

SIGNATURE

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 hereunto duly authorized.

DOR BIOPHARMA, INC.

By: /s/ Evan Myrianthopoulos   

Name: Evan Myrianthopoulos

Title: Chief Financial Officer

Date: August 30, 2006

EX-10.1

EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”), dated as of August 29, 2006(the “Effective Date”) by and between DOR BioPharma, Inc., a Delaware corporation having a place of business at 1101 Brickell Avenue, Suite 701 South, Miami, FL 33131 (the “Corporation”), and Christopher J. Schaber, Ph.D., an individual (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Corporation desires to employ Employee as President and Chief Executive Officer, and the Employee desires to be employed by the Corporation as President and Chief Executive Officer, all pursuant to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1. EMPLOYMENTDUTIES

The Corporation engages and employs Employee, and Employee hereby accepts engagement and employment, as President and Chief Executive Officer and a member of the board of directors, and shall perform high quality, full-time service to the Corporation to direct, supervise and have responsibility for the operations of the Corporation, including, but not limited to: (i) directing and supervising the business, clinical, and research and development efforts of the Corporation; (ii) managing the other executives and personnel of the Corporation; and (iii) evaluating, negotiating, structuring and implementing business transactions with the Corporation’s customers and suppliers, and such other activities as may be reasonably requested by the Board of Directors of the Corporation. While the Employee remains employed by the Corporation, the Corporation shall use its best efforts to nominate and reelect Employee as a member of the Board of Directors of the Corporation. Employee acknowledges and understands that his employment may entail significant travel on behalf of the Corporation. The location of employment shall be the Corporation’s office in Miami, FL during the remaining term of Corporation’s lease at 1001 Brickell Ave., and thereafter a mutually agreeable city and state.

2. EMPLOYMENT TERM

Employee’s employment hereunder shall be for a period of three (3) years, unless extended by mutual agreement of the parties. The Company will have a two-week period three months before end of contract to notify Employee that contract will not be renewed. If notification does not come during this time it will be understood by all parties that contract will be automatically renewed for another three (3) years.

3. COMPENSATION

As compensation for the performance of Employee’s duties on behalf of the Corporation, Employee shall be compensated as follows:

(a)(i)The Corporation shall pay Employee an annual base salary (“Base Salary”) of three hundred thousand dollars ($300,000) per annum, payable in accordance with the usual payroll period of the Corporation. The base salary shall be reviewed at the start of each calendar year for the purposes of determining increases, if any.

(ii) The Corporation shall pay Employee a minimum annual bonus of one hundred thousand dollars ($100,000), payable at the end of each calendar year in prorated amount if necessary.

(b) Contingent upon Employee’s acceptance of this Agreement, the Compensation Committee of the Board of Directors will grant to Employee Options (“Options”) to purchase two million, five hundred thousand (2,500,000) shares of DOR Common Stock, of which eight hundred and thirty-three thousand, three hundred and thirty-three (833,333) will vest immediately as of the Effective Date of this Agreement. The remainder will vest quarterly on each three (3) month anniversary of the Effective Date in equal installments of one hundred and thirty-eight thousand, eight hundred and ninety (138,890) options per quarterly anniversary while Employee continue to be employed by DOR. The exercise price of such Options shall be equal to the market price of DORB common stock as of the market close on the Effective Date of this Agreement. The Options will be granted pursuant to the Corporation’s Employee Stock Option Plan and the Corporation’s standard Stock Option Agreement. All vested options shall be exercisable for a period of one year following termination, subject to extension in the discretion of the Stock Option Plan administrator. Upon a change in control due to merger or acquisition, all Employee options shall become fully vested. In the event of death of Employee during term of contract, all unvested options shall vest and become property of Employee’s immediate family.

(c) The Corporation shall withhold all applicable federal, state and local taxes; social security; workers compensation contributions; and such other amounts as may be required by law or agreed upon by the parties with respect to the compensation payable to the Employee pursuant to section 3(a) hereof.

(d) The Corporation shall reimburse Employee for all normal, usual and necessary expenses incurred by Employee in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, including travel and lodging to and in Miami, against receipt by the Corporation of appropriate vouchers or other proof of Employee’s expenditures and otherwise in accordance with the policy of the Corporation.

(e) During the term of this Agreement, Employee shall be entitled to a maximum of four (4) weeks paid vacation per annum. Unused vacation may be carried over to successive years.

(f) The Corporation shall make available to Employee and his dependents such medical, dental, disability, life insurance and such other benefits as the Corporation makes available to its other senior officers and directors. Employee may elect to have the Corporation reimburse Employee for payments made to his own family medical and/or dental plan. Company will maintain a $1,000,000 term life insurance policy for Employee during term of employment.

4. REPRESENTATIONS AND WARRANTIES BY EMPLOYEE AND CORPORATION

(a)Employee hereby represents and warrants to the Corporation as follows:

(i)Neither the execution and delivery of this Agreement nor the performance by Employee of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which he is bound.

(ii)Employee has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement or perform his duties and other obligations hereunder.

(b)The Corporation hereby represents and warrants to Employee as follows:

(i)The Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business in the manner presently contemplated.

(ii)The Corporation has full power and authority to enter into this Agreement and to incur and perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms. Except as expressly set forth herein, no approvals or consents of any persons or entities are required for Corporation to execute and deliver this Agreement or perform its duties and other obligations hereunder.

(iii) The execution, delivery and performance by the Corporation of this Agreement does not conflict with or result in a breach or violation of or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) the certificate of incorporation or by-laws of the Corporation, or any agreement or instrument to which the Corporation is a party or by which the Corporation or any of its properties may be bound or affected.

5. NON-COMPETITION

(a) Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Agreement and for a period of two (2) years (or one (1) year in the event that the Employee is terminated within 1 year of the Effective Date), employee shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business competitive with the Corporation’s business or research activities, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director of a Person operating or intending to operate in the area of the use of any of the compounds owned or licensed by the Corporation during the time of his employ.

(b) Duringthe term of this Agreement and for two (2) years (or one (1) year in the event that the Employee is terminated within 1 year of the Effective Date) thereafter, Employee shall not, directly or indirectly, without the prior written consent of the Corporation:

(i)interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise , between the Corporation and any of its licensors, licensees, clients, customers, suppliers, employees, consultants or other related parties, or solicit or induce for hire any of the employees or agents of the Corporation, or any such individual who in the past was employed or retained by the Corporation within six (6) months of the termination of said individual’s employment or retention by the Corporation; or

(ii)solicit or accept employment or be retained by any party who, at any time during the term of this Agreement, was a customer or supplier of the Corporation or any of its affiliates or any licensor or licensee thereof where his position will be related to the business of the Corporation; or

 (c)In the event that Employee breaches any provisions of this Section 5or there is a threatened breach, then, in addition to any other rights which the Corporation       may have, the Corporation shall be entitled without the posting of a bond or other security to injunctive relief to enforce the restrictions contained herein.

6. CONFIDENTIAL INFORMATION

(a)Employee agrees that during the course of his employment or at any time after termination, he will not disclose or make accessible to any other person, the Corporation’s or any of its subsidiaries’ or affiliates’, (collectively the “Affiliates”) products, services and technology, both current and under development, promotion and marketing programs, business plans, lists, customer lists, product or licensing opportunities, investor lists, trade secrets and other confidential and proprietary business information of the Corporation or the Affiliates. Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof in any form or media from the Corporation’s facilities at any time during his employment by the Corporation, except as required in Employee’s duties to the Corporation. Employee agrees immediately to return all such material and reproductions thereof in his possession to the Corporation upon request and in any event upon termination of employment.

(b)Except with prior written authorization by the Corporation, Employee agrees not to disclose or publish any of the confidential, technical or business information or material of the Corporation, to any suppliers, licensors, licensees, customers, partners or other third parties to whom the Corporation owes an obligation of confidence, at any time during or after his employment with the Corporation.

(c)Employee hereby assigns to the Corporation all right, title and interest he may have or acquire in all inventions (including patent rights) developed by Employee during the term of this Agreement (hereinafter the “Inventions”) and agrees that all Inventions shall be the sole property of the Corporation and its assigns, and the Corporation and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. Employee further agrees to assist the Corporation in every proper way (but at the Corporation’s expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. Employee hereby irrevocably designates counsel to the Corporation as Employee’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Corporation’s rights under this Section. This Section shall survive the termination of this Agreement for any reason.

(d)The Employee recognizes that in the course of his duties hereunder, he may receive from Affiliates or others information which may be considered ‘material, nonpublic information” concerning a public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. The Employee agrees not to:

(i)Buy or sell any security, option, bond or warrant while in possession of relevant material, nonpublic information received from Affiliates or others in connection herewith;

(ii) Provide Affiliates with information with respect to any public company that may be considered material, nonpublic information; or

(iii) Provide any person with material, nonpublic information, received from Affiliates, including any relative, associate, or other individual who intends to, or may   otherwise directly or indirectly benefit from, such information.

7. TERMINATION

(a)The Employee’s employment hereunder shall begin on the Effective Date and shall continue for the period set forth in Section 2 hereof unless renewed by mutual agreement or sooner terminated upon the first to occur of the following events:

(i)The death of the Employee;

(ii)One year following the merger or consolidation in which either more than fifty percent of the voting power of the Corporation is transferred or the Corporation is not the surviving entity, or sale or other disposition of all or substantially all the assets of the Corporation;

(iii) Termination by the Board of Directors of the Corporation for Just Cause. Any of the following actions by the Employee shall constitute “Just Cause”:

(A)Material breach by the Employee of Section 1, Section 5or Section 6 of this Agreement;

(B)Material breach by the Employee of any provision of this Agreement other than Section 5 or Section 6 which is not cured by the Employee within thirty (30) days of notice thereof from the Corporation;

(C)Any action by the Employee to intentionally harm the Corporation or any action of gross negligence by the Employee; or

(D)The conviction of the Employee of a felony.

(iv) Termination by the Employee for Just Cause. Any of the following actions or omissions by the Corporation shall constitute just cause:

(A)Material breach by the Corporation of any provision of this Agreement which is not cured by the Corporation within thirty (30) days of notice thereof from the Employee; or

(B)Any action by the Corporation to intentionally harm the Employee, which includes but is not limited to: change in title or scope of responsibility; reduction in compensation by greater than 10%..

(b) Upon termination by the Corporation pursuant to either subparagraph (iii) of paragraph (a) above or by Employee other than pursuant to subparagraph (iv) of paragraph (a) above, the Employee shall be entitled to receive the Base Salary accrued but unpaid as of the date of termination including any vacation time accrued but not taken.

(c) Upon termination by the Corporation without Just Cause or pursuant to subparagraphs (i), (ii) or (iv) of paragraph (a) above, then the term of the Agreement as set forth in Section 2 hereof shall be deemed to have been terminated as of such date and (i) the Corporation shall pay to the Employee (or his estate in the event of termination pursuant to subparagraph (i)), six (6) months salary and any accrued Bonuses payable upon the normal payroll periods of the Corporation including any vacation accrued but not taken. Health benefits and life insurance will also be maintained for Employee (or his dependents in the event of termination pursuant to subparagraph (i)) by Company during severance period. No unvested options shall vest beyond the termination date, unless where previously noted in Section 3 (b).

(d) Upon the cessation of service to the Company by Employee for any reason, Employee will immediately resign from the Board of Directors of the Company.

(d)Not withstanding any of the foregoing, Sections 5 and 6 shall survive the termination or expiration of this Agreement.

8.NOTICES

Any notice or other communication under this Agreement shall be in writing and shall be deemed to have been given: when delivered personally against receipt therefor; one (1) day after being sent by Federal Express or similar overnight delivery; or three (3) days after being mailed registered or certified mail, postage prepaid, return receipt requested, to either party at the address set forth above, or to such other address as such party shall give by notice hereunder to the other party.

9.SEVERABILITY OF PROVISIONS

If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.

10. ENTIRE AGREEMENT MODIFICATION

This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.

11.BINDING EFFECT

The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Corporation, its successors and assigns, and upon Employee and his legal representatives. This Agreement constitutes a personal service agreement, and the performance of Employee’s obligations hereunder may not be transferred or assigned by Employee.

12.NON-WAIVER

The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

13.GOVERNING LAW

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to principles of conflict of laws.

14.HEADINGS

The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

DOR BIOPHARMA, INC.

By: /s/ James S. Kuo

James S. Kuo, M.D.

Chairman of the Board

EMPLOYEE:

By: /s/ Christopher J. Schaber

Christopher J. Schaber, Ph.D.

EX-99.1 PRESSRELEASE

DOR BioPharma, Inc.

1101 Brickell Avenue, Suite 701S

Miami, Florida 33131

www.dorbiopharma.com

DOR BioPharma Announces the Appointment of Christopher J. Schaber, Ph.D. as its new President and Chief Executive Officer and

Changes in its Board of Directors

DRAFT Miami, FL. - August 30, 2006 - DOR BioPharma, Inc. (OTCBB: DORB) (“DOR” or the “Company”), a biopharmaceutical company addressing life-threatening side effects of cancer and cancer treatments, serious gastrointestinal diseases and disorders, and bioterrorism countermeasures, announced today that it has appointed Christopher J. Schaber, Ph.D., as its new President and Chief Executive Officer to replace Michael T. Sember who ceased to be employed by the Company on August 25, 2006. Dr. Schaber has also been elected as a member of the DOR Board of Directors.

Dr. Schaber previously served as Executive Vice President and Chief Operating Officer of Discovery Laboratories, Inc., where he was employed for the last ten years with responsibility for overall pipeline development and key areas of commercial operations, including regulatory affairs, quality control and assurance, manufacturing and distribution, preclinical and clinical research, and medical affairs, as well as coordination of commercial launch preparation activities. Prior to working at Discovery, Dr. Schaber was employed by Ohmeda PPD, Inc. as Worldwide Director of Regulatory Affairs and Operations from 1994 to 1996. While at Ohmeda, Dr. Schaber was responsible for all strategies related to the regulatory requirements of the FDA and international health authority bodies and was credited with the successful New Drug Application (“NDA”) for INOmax^Ò (inhaled nitric oxide) for the treatment of persistent pulmonary hypertension of the newborn that was subsequently approved by the FDA. From 1989 to 1994, Dr. Schaber held a variety of regulatory, development and operations positions of increasing importance with The Liposome Company, Inc., and Elkins-Sinn Inc., a division of Wyeth-Ayerst Laboratories. Dr. Schaber received his B.A. from Western Maryland College, an M.S. in Pharmaceutics from Temple University School of Pharmacy, and a Ph.D. in Pharmaceutical Sciences from The Union Graduate School. Dr. Schaber also holds a Regulatory Affairs Certification (RAC) from the Regulatory Affairs Professional Society. Dr. Schaber has most recently served as an NDA and FDA regulatory strategic advisor to DOR.

“We warmly welcome Chris to DOR,” stated Evan Myrianthopoulos, Chief Financial Officer of DOR. “I had the pleasure of working with Chris for several years at Discovery Laboratories. Chris is a driven individual and I can personally attest to his leadership and organizational skills. He has worked on numerous development programs and has been associated with a number of successful NDAs. His extensive experience in regulatory affairs and pharmaceutical commercialization will serve DOR well as we work closely with the FDA on the NDA filing and review of orBec^® for the treatment of gastrointestinal Graft-versus-Host Disease.”

DOR also announces the appointment of James Kuo, M.D., M.B.A. as the new Non-Executive Chairman of the Company’s Board of Directors. Dr. Kuo has experience in managing biotech companies, venture capital investing, and pharmaceutical licensing. Dr. Kuo has been a founder, President, Chief Executive Officer and Board Director of Discovery Laboratories as well as most recently a founder, Chairman of the Board, and Chief Executive Officer of BioMicro Systems. He has also been a founder and Board Director of both Arginox Pharmaceuticals and Monarch Labs. Dr. Kuo is the former Managing Director of Venture Analysis for HealthCare Ventures, a venture capital firm with $378 million in funds under management. He has served as a senior licensing and business development executive at Myriad Genetics and also at Pfizer, where he was directly responsible for cardiovascular licensing and development, the company’s largest business segment. After studying molecular biology and receiving his B.A. at Haverford College, Dr. Kuo simultaneously received his M.D. from The University of Pennsylvania School of Medicine and his M.B.A. from The Wharton School of Business. Dr. Kuo has been a DOR Board Director since March 2004. He replaces Alexander P. Haig, J.D. who has resigned as Chairman of the Board and as a Board Director. T. Jerome Madison, C.P.A., M.B.A., has also resigned from the Board of Directors. The Board thanks them for their service. Michael Sember remains a Board member.

“We are very pleased that Chris Schaber has joined us as CEO and President,” said Mr. Steve H. Kanzer, Vice-Chairman of the Board. “While serving as Chairman of Discovery Laboratories, I had the pleasure to witness first hand Chris’ strong work ethic and attention to detail. Chris brings extensive experience and proven leadership in the pharmaceutical industry to this important role during the regulatory phase of the orBec^® filing and review process. We are also pleased that Jim Kuo has agreed to take a more formal leadership role as Non-Executive Chairman of the DOR BioPharma Board of Directors. His vision and experience will be integral to the evolution of DOR into a commercial pharmaceutical enterprise.”

“I am excited to be joining DOR at this critical time as it begins to move from a development stage to commercial organization,” stated Dr. Schaber. “I have most recently built and guided operations of a biotech company from early stage to pre-commercialization, and see my role at DOR as very similar. We have a strong and exciting pipeline to develop, with the first important step being the filing of a high quality NDA for orBec^® for the treatment of gastrointestinal Graft-versus-Host disease. I am confident in the positive outcomes our orBec^® data have demonstrated and believe that this important technology coupled with our biodefense vaccine programs have the potential to save many lives in the future.”

The Company is also providing an update on the orBec^® NDA filing process. DOR expects that all final NDA documentation will be finished by next week and ready for epublishing in the FDA’s eCTD (“Electronic Content Technical Document”) format. The epublishing and quality assurance review process is anticipated to take up to three weeks time. Thus, the expected NDA filing date is the second half of September 2006. The filing of the orBec^® European Marketing Authorization Application (“MAA”) is expected to be in November 2006.

About DOR BioPharma, Inc.

DOR BioPharma, Inc. is a biopharmaceutical company addressing life-threatening side effects of cancer and cancer treatments, serious gastrointestinal diseases and disorders, and bioterrorism countermeasures.  Our lead product, orBec^® (oral beclomethasone dipropionate), is a potent, locally-acting corticosteroid being developed for the treatment of gastrointestinal Graft-versus-Host disease (GI GVHD), a common serious complication of bone marrow transplantation for cancer, as well as other GI disorders characterized by severe inflammation.  We plan to file a New Drug Application (NDA) with the FDA for orBec^® for the treatment of GI GVHD in September 2006.  

Through our BioDefense Division, we are developing biomedical countermeasures pursuant to the paradigm established by the recently enacted Project BioShield Act of 2004.  Our biodefense products in development are bioengineered vaccines designed to protect against the deadly effects of exposure to ricin toxin and botulinum toxin, both of which are considered serious bioterrorism threats.  Our ricin toxin vaccine, RiVax^TM, has successfully completed a Phase I clinical trial in normal volunteers.  We have also initiated a botulinum toxin therapeutic development program based on rational drug design. 

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For further information regarding DOR, please visit the Company's website located at http://www.dorbiopharma.com.

This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect DOR BioPharma, Inc.’s current expectations about its future results, performance, prospects and opportunities, including statements regarding the potential use of orBec^® for the treatment of gastrointestinal GVHD and the prospects for regulatory filings for orBec^®. Where possible, DOR has tried to identify these forward-looking statements by using words such as "anticipates", "believes", "intends", or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. DOR cannot assure you that it will be able to successfully develop or commercialize products based on its technology, including orBec^®, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its technologies will prove to be safe and effective, that its cash expenditures will not exceed projected levels, that it will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the U.S. Government or other countries, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec^® for gastrointestinal GVHD include the risks that: because orBec^® did not achieve statistical significance in its primary endpoint in the pivotal Phase III clinical study (i.e. a p-value of less than or equal to 0.05), the FDA may not consider orBec^® approvable based upon existing studies, orBec^® may not show therapeutic effect or an acceptable safety profile in future clinical trials, if required, or could take a significantly longer time to gain regulatory approval than DOR expects or may never gain approval; DOR is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; or orBec^® may not gain market acceptance; and others may develop technologies or products superior to orBec^®.  These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, DOR's most recent reports on Form 10-QSB and Form 10-KSB. DOR assumes no obligation to update or revise any forward-looking statements as a result of new information, future events, and changes in circumstances or for any other reason.

Company Contact:

Evan Myrianthopoulos

Chief Financial Officer

(305) 534-3383

www.dorbiopharma.com