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):   February 21, 2007    

Commission File No. 000-16929

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 Ave., 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.

As previously reported, DOR BioPharma, Inc. (the “Company”) entered into a non-binding letter of intent (the “Letter of Intent”) with Sigma-Tau Pharmaceuticals, Inc. (“Sigma-Tau”), which granted Sigma-Tau an exclusive right to negotiate terms and conditions for a possible business transaction or strategic alliance regarding the Company’s lead product, orBec® (“oral beclomethasone dipropionate”) and potentially other Company pipeline compounds until March 1, 2007. As of February 21, 2007, Sigma-Tau has relinquished its exclusive rights under the Letter of Intent with regard to acquisition discussions. However, all other terms of the Letter of Intent remain in effect, and the Company and Sigma-Tau are engaged in discussions for a European collaboration relating to orBec®.

A copy of the Letter from Sigma-Tau is entered as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

10.1Letter from Sigma Tau dated February 21, 2007

        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/ Christopher J. Schaber   

Name: Christopher J. Schaber

Title: Chief Executive Officer

Date: February 21, 2007

EXHIBIT INDEX

Exhibit No.Description

10.1 Letter of Intent dated January 3, 2007 by and between DOR BioPharma, Inc. and Sigma-Tau Pharmaceuticals, Inc.

EX-10.1

Exhibit 10.1

Sigma-Tau Pharmaceuticals. Inc.

800 South Frederick Ave., Suite 300

Gathersburg, MD 20877

Tel: 301-948-1041

Fax:301-948-1862

February 21, 2007

Christopher J. Schaber, Ph.D.

President & CEO

DOR BioPharma, Inc.

1101 Brickell Avenue, Suite 701-S

Miami, FL 33131-3105

Dear Chris,

Ref: Letter of Intent, January 2, 2007

After careful consideration, in recognition of the unsolicited proposal from Cell Therapeutics, Inc. to acquire DOR, Sigma-Tau Pharmaceuticals, Inc, has determined that it will not consider a counter or matching proposal for acquisition.

Therefore, in the interest of all current shareholders of DOR, this letter should serve as notification that Sigma-Tau Pharmaceuticals will forego the remainder of its exclusivity period under the January 2, 2007 Letter of Intent to allow DOR the option of pursuing all other possible merger and/or acquisition alternative with other interested parties.

However, please note that it remains the intent of Sigma-Tau Pharmaceuticals to continue evaluate with DOR the potential of a European collaboration for orBec.

Yours Truly,

/s/ Gregg Lapointe

Gregg Lapointe

Chief Operating Officer

Cc: Ms. Lorenza Laureti, Director of Legal Affairs