AMENDMENT NO. 1 TO SECURITY AGREEMENT
Exhibit 10.193.1
AMENDMENT NO. 1 TO
SECURITY AGREEMENT
SECURITY AGREEMENT
This Amendment No. 1 to Security Agreement (the “Amendment”) is effective as of March 7, 2006,
and amends the SECURITY AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by The Immune
Response Corporation, a Delaware corporation (the “Company”), in favor of Xxxxxx Asset Partners,
LLC, a Delaware limited liability company, acting in its capacity as agent for holders from time to
time (the “Purchasers”) of the 8% Senior Secured Convertible Promissory Notes, to be issued by the
Company to the Holders and for Qubit Holdings, LLC (“Qubit,” and collectively with the Purchasers,
the “Holders”) in respect of the 8% senior secured convertible promissory note in the principal
amount of $250,000 issued by the Company to Qubit.
1. In the introductory paragraph of the Agreement, the number “$5,000,000” is amended to
instead read “$8,000,000.”
2. The definition of “Financing Agreements” in Section 1.1 of the Agreement is hereby amended
and restated to read in its entirety as follows:
“Financing Agreements” shall mean, collectively, this Agreement, the Notes and all
other agreements, documents and instruments now or at any time hereafter executed and/or
delivered by the Company, the Holders or the Agent in connection with the grant of the
security interest herein, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced; provided, however,
that Financing Agreements shall not mean nor include the certain Limited Recourse Interest
Agreement, dated as of the date hereof, by Xxxxxxx Xxxxx Intellectual Capital Company, LLC
in favor of the Agent.
3. Except as expressly amended hereby, the Agreement remains unchanged and in full force and
effect.
4. This Amendment may be executed in counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and such counterparts shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this
Amendment as of the date first written above.
THE IMMUNE RESPONSE CORPORATION |
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By: | _____________________________________ | |||
Name: | ||||
Title: | ||||
AGREED TO: | ||||
XXXXXX ASSET PARTNERS, LLC, | ||||
as Agent for the Holders. | ||||
By: |
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Title: |