RESOLUCIÓN N.° 465/MEGC/15

(a) The following exhibits are filed as part of this Registration Statement: 3.1 Amended and Restated Certificate of Incorporation of the Registrant. (1)

3.3 Certificate of Designation, Preferences and Rights of the Series B Convertible Preferred Stock. (1) 3.4 Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock. (1) 3.6 Amended and Restated Bylaws of the Registrant. (1)

4.1 Form of Common Stock Certificate. (1)

4.2 Form of Series A Convertible Preferred Stock Certificate. (1) 4.3 Form of Series B Convertible Preferred Stock Certificate. (1) 4.4 Form of Series C Convertible Preferred Stock Certificate. (1)

4.5 Form of Warrant to Purchase Common Stock issued by the Registrant in connection with the 2008 bridge financing. (1)

4.6 Form of Warrant to Purchase Common Stock issued by the Registrant in connection with the 2009 bridge financing. (1)

4.7 Form of Warrant to Purchase Common Stock issued by the Registrant in connection with the Series A financing. (1)

4.8 Form of Warrant to Purchase Series C Convertible Preferred Stock issued by the Registrant in connection with the 2011 Series C financing. (1)

4.9 Form of Consultant/Agent Warrant to Purchase Common Stock. (1) 5.1 Opinion of Loeb & Loeb LLP re: legality.

10.1 Form of Note Purchase Agreement relating to the 2008 bridge financing. (1) 10.2 Form of Note Purchase Agreement relating to the 2009 bridge financing. (1) 10.3 Form of Subscription Agreement relating to the initial Series A financing. (1) 10.4 Form of Subscription Agreement relating to the second Series A financing. (1) 10.5 Form of Subscription Agreement relating to the Series C financing. (1) 10.6 Form of Consent and Support Agreement. (1)

10.7 Letter Agreement, dated April 29, 2011, by and between the Registrant and Manchester Securities Corp. (1)

10.8* 2007 Stock Incentive Plan. (1)

10.9* Form of Stock Option Award Agreement. (1)

10.10† Exclusive Sublicense Agreement, dated December 12, 2005, by and between OvaMed GmbH and Collingwood Pharmaceuticals, Inc. (1)

10.11† Manufacturing and Supply Agreement, dated March 29, 2006, by and among OvaMed GmbH and Collingwood Pharmaceuticals, Inc. (1)

10.12† Licence Agreement, dated November 5, 2007, by and between UCL Business PLC and the Registrant. (1)

10.13† Letter Agreement, dated November 8, 2007, by and between Asphelia Pharmaceuticals, Inc. and OvaMed GmbH. (1)

10.14† Amendment No. 1 to License Agreement, dated September 30, 2009, by and between the Registrant and UCL Business PLC. (1)

10.15† Master Contract Services Agreement, dated April 1, 2010, by and between the Registrant and Progenitor Cell Therapy, LLC. (1)

10.16† Term Sheet in causa OvaMed/Asphelia, dated June 8, 2010, by and between OvaMed GmbH and Asphelia Pharmaceuticals, Inc. (1)

10.17† Amendment and Agreement, dated January 7, 2011, by and among Asphelia Pharmaceuticals, Inc., the Registrant and OvaMed GmbH. (1)

10.18 Asset Purchase Agreement, dated January 7, 2011, by and between the Registrant and Asphelia Pharmaceuticals, Inc. (1)

10.19* Employment Agreement, dated March 21, 2011, by and among Registrant and Bobby W. Sandage, Jr., Ph.D. (1)

10.20* Employment Agreement, dated April 1, 2011, by and among the Registrant and Glenn L. Cooper. M.D. (1)

10.21* Employment Agreement, dated May 16, 2011, by and between the Registrant and Dale Ritter. (1) 10.22* Separation Agreement, dated June 3, 2011, by and between the Registrant and

Gary G. Gemignani. (1)

10.23* Separation Agreement, dated December 2, 2010, by and between the Registrant and Raymond J. Tesi, M.D. (1)

10.24* Consulting Agreement, dated September 21, 2010, by and between the Registrant and Eric Rowinsky, M.D. (1)

10.25 Form of Indemnification Agreement by and between the Registrant and its officers and directors. (1) 10.26 Lease Agreement dated May 26, 2011 relating to the Registrant’s premises located at 15 New

England Executive Park, Burlington, Massachusetts 01803. (1)

10.27 Master Contract Services Agreement, dated March 12, 2008, by and between the Registrant and BioReliance Corporation, as amended. (1)

10.28 Consulting Agreements between the Registrant and each of Dr. Mark Lowdell and UCL Consultants Limited. (1)

10.29 10% Senior Promissory Note, as amended, issued by Asphelia Pharmaceuticals, Inc. to Paramount Credit Partners, LLC. (1)

10.30 Employment Agreement, dated September 26, 2011, by and between the Registrant and Noah D. Beerman (3)

10.31 Consulting Agreement, dated September 27, 2011, by and between the Registrant and Joel Weinstock, M.D. (2)

14.1 Code of Ethics of Coronado Biosciences, Inc. Applicable To Directors, Officers And Employees. (2) 21.1 Subsidiaries of the Registrant. (1)

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Loeb & Loeb LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page).

† Confidential treatment has been granted with respect to portions of this exhibit. * Indicates management contract or compensatory plan.

(1) Filed as an exhibit with the same number to the Registrant’s Registration Statement on Form 10-12G (File No. 000-54463) initially filed on July 15, 2011.

(2) Previously filed.

(3) Filed as an exhibit with the same number to the Registrant’s Current Report on Form 8-K filed on September 26, 2011.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

(b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, State of Massachusetts, on November 14, 2011.

CORONADO BIOSCIENCES, INC.