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- 10-K Annual report
- 3.4 Certificate of Amendment of Restated Cert. of Incorporation Filed 3/2/2006
- 10.92 Employment Letter Dated January 9, 2006 with Mark Varney, PH.D.
- 21 Subsidiaries of the Registrant
- 23.1 Consent of Ernst & Young, LLP
- 23.2 Consent of Haskell & White LLP
- 31.1 Certification of Chief Executive Officer Pursuant to Section 302
- 31.2 Certification of Chief Financial Officer Pursuant to Section 302
- 32 Certification Pursuant to Section 906
Exhibit 23.1
Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S-3 Nos. 333-108948, 333-112043 and 333-122026) of Cortex Pharmaceuticals, Inc. and in the related Prospectus and in the Registration Statements (Form S-8 Nos. 333-102042, 333-82477 and 333-20777) pertaining to the 1996 Stock Incentive Plan, the 1989 Incentive Stock Option, Nonqualified Stock Option and Stock Purchase Plan, the 1989 Special Nonqualified Stock Option and Stock Purchase Plan and the Executive Stock Plan, of Cortex Pharmaceuticals, Inc. of our report dated July 27, 2004, with respect to the financial statements for the years ended June 30, 2004 and 2003 of Cortex Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2005.
/s/ Ernst & Young, LLP
San Diego, California
March 13, 2006