EXHIBIT 99.8
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AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
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This AMENDMENT NO. 3 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, Seller, KKP and Oshkim entered into that certain Note Purchase
Agreement dated as of November 9, 2001, as amended by Amendment No. 1 to Note
Purchase Agreement dated as of February 14, 2002 and as further amended by
Amendment No. 2 to Note Purchase Agreement dated as of May 3, 2002 (the
"Agreement");
WHEREAS, the Seller proposes to issue and sell Additional Securities to
the Trust and the Trust wishes to purchase Additional Securities from Seller.
WHEREAS, the parties desire to amend the 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 Agreement and agree as
follows:
1. Effective as of the date of this Amendment, the Agreement is hereby
amended as follows:
a. The Trust and any affiliates of KKP, Oshkim and/or the Trust
shall be parties to the Agreement.
b. All references in the Agreement to "Buyer" for all purposes
related to Additional Securities shall be deemed to refer to the Trust and any
affiliates of KKP, Oshkim and/or the Trust.
c. Section 9 is hereby amended to add subsections (v) and (vi)
which shall read in their entirety as follows:
"(v) if Seller shall default in the payment of principal on
any indebtedness (to any party other than Buyer) in excess of
$200,000 beyond the period of grace, if any, provided in the
instrument or agreement under which such indebtedness was
created,"
2. Except as specifically provided herein, the 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 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.
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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:________________________
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