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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
   12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
   REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                           Commission File Number   000-31145
                                                                 ---------------
                          Vicuron Pharmaceuticals Inc.
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             (Exact name of registrant as specified in its charter)

      455 South Gulph Road, Suite 305, King of Prussia, Pennsylvania 19406
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   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                    Common Stock, par value $0.001 per share
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            (Title of each class of securities covered by this Form)

                                      None
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   (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

            Rule l2g-4(a)(1)(i) |X|       Rule l2h-3(b)(l)(i) |X|
            Rule l2g-4(a)(1)(ii)|_|       Rule 12h-3(b)(1)(ii)|_|
            Rule l2g-4(a)(2)(i) |_|       Rule l2h-3(b)(2)(i) |_|
            Rule l2g-4(a)(2)(ii)|_|       Rule l2h-3(b)(2)(ii)|_|
                                          Rule l5d-6          |_|

      Approximate number of holders of record as of the certification or notice
date:       One
      ---------------

      Pursuant to the requirements of the Securities Exchange Act of 1934,
Vicuron Pharmaceuticals Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

Date:   September 14, 2005                      By:/s/ Peter L. Garrambone
                                                   -----------------------------
                                                   Name:  Peter L. Garrambone
                                                   Title: President

Instruction: This form is required by Rules 12g-4, 12h-3 and l5d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

                        Persons who respond to the collection of information
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SEC 2069 (12-04)        number.