EXHIBIT 99.9
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AMENDMENT NO. 2 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
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This AMENDMENT NO. 2 is made as of the 11th day of July, 2002 (the
"Amendment") by and between Xxxxx Xxxxxxxxx Partners, L.P., a Delaware limited
partnership ("KKP"), The Immune Response Corporation, a Delaware corporation
("Seller"), Oshkim Limited Partnership ("Oshkim"), and The Xxxxxxxxx Family 1998
Irrevocable Trust (the "Trust").
WHEREAS, the Seller and the KKP entered into that certain Intellectual
Property Agreement, dated as of November 9, 2001, as amended by Amendment No. 1
to Intellectual Property Security Agreement, dated as of February 14, 2002, by
and between KKP, Seller and Oshkim (the "IP Agreement").
WHEREAS, the Seller proposes to issue and sell Additional Securities (as
defined in that certain Note Purchase Agreement, dated November 9, 2001, by and
between KKP and Seller and as amended) to the Trust and the Trust wishes to
purchase Additional Securities from Seller.
WHEREAS, the parties desire to amend the IP Agreement to add the Trust and
any affiliates of KKP, Oshkim and/or the Trust as parties and in certain other
respects as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth below, the parties hereby amend the IP Agreement and agree
as follows:
1. Effective as of the date of this Amendment, the IP Agreement is
hereby amended as follows:
a. The Trust and any affiliates of KKP, Oshkim and/or the Trust
shall be parties to the IP Agreement.
b. All references in the IP Agreement to "Lender" shall be deemed to
refer to the Trust, Oshkim, KKP and any affiliates of the foregoing.
2. Except as specifically provided herein, the IP Agreement, as
originally executed by the parties thereto and as amended hereby, shall remain
in full force and effect.
3. Any defined terms not defined herein shall have the respective
meanings set forth in the IP Agreement.
4. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
5. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed entirely within such jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
XXXXX XXXXXXXXX PARTNERS, L.P.
By:_________________________________
Name:_________________________
Title:________________________
OSHKIM LIMITED PARTNERSHIP
By:_________________________________
Name:_________________________
Title:________________________
THE XXXXXXXXX FAMILY 1998 IRREVOCABLE
TRUST
By:_________________________________
Name:_________________________
Title:________________________
THE IMMUNE RESPONSE CORPORATION
By:_________________________________
Name:_________________________
Title:________________________
