SECURITY AGREEMENT
Exhibit 10.193
AGREEMENT, dated as of February 9, 2006, by THE IMMUNE RESPONSE CORPORATION, a Delaware
corporation (the “Company”) in favor of Xxxxxx Asset Partners, LLC, a Delaware limited liability
company (the “Agent”), acting in its capacity as agent for holders from time to time (the
“Purchasers”) of the 8% Senior Secured Convertible Promissory Notes in the aggregate principal
amount of up to $5,000,000 (the “Purchaser 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 (the
“Qubit Note”, and collectively with the Purchaser Notes, the “Notes”) issued by the Company to
Qubit.
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I T N E S S E
T H
WHEREAS, Qubit has agreed to purchase the Qubit Note from the Company;
WHEREAS, the Purchasers will agree to purchase the Purchaser Notes from the Company pursuant
to subscription agreements to be executed by each Purchaser and the Company for the Notes (the
“Subscription Agreements”);
WHEREAS, to induce the Holders to purchase the Notes, the Company has agreed to secure its
Obligations by granting to the Holders a security interest in the Company’s assets described in
Section 2 below; and
WHEREAS, the Company and the Holders desire to have the Agent hold the secured assets, and the
Company, the Holders and the Agent desire to enter into an agreement setting forth the terms and
conditions for the holding of such assets and the duties of the Agent, as set forth below:
NOW THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
1.1 Defined Terms. In addition to the other terms defined in this Agreement, whenever
the following capitalized terms are used they shall be defined as follows:
“Collateral” shall have the meaning ascribed to such term in Section 2.1 and described in
Section 2.2.
“DEUCC” shall mean the Uniform Commercial Code as in effect in the State of Delaware from time
to time.
“Event of Default” shall have the meaning ascribed to such term under the Notes.
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“Existing Senior Debt” shall mean the indebtedness owed by the Company to Cheshire Associates,
LLC and Cornell Capital Partners, L.P.
“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, among Xxxxxxx
Xxxxx Intellectual Capital Company, LLC and the Company in favor of the Agent.
“Liens” shall mean mortgages, liens, pledges, charges, security interest, encumbrances or
other third party interests of any nature whatsoever.
“Obligations” shall mean any and all obligations of every kind, nature and description arising
under the Notes or this Agreement owing by the Company to the Holders, including principal,
interest, costs and expenses, however evidenced. For avoidance of doubt, the Obligations shall
include the obligations of the Company to pay the fees and expenses of the Agent and to provide
indemnity to the Agent pursuant to Section 8.4 hereof.
“Person” shall mean an individual, a partnership, a corporation, an association, a joint stock
company, a limited liability company, a trust, a joint venture, an unincorporated organization, or
a governmental entity (or department, agency or political subdivision thereof).
“Requisite Holders” shall mean the Holders holding a majority of the aggregate principal
amount then outstanding under the Notes.
“Successor Agent” shall have the meaning ascribed to such term in Section 8.4.
1.2 Other Definitional Provisions, Construction. All terms used herein and defined in
the DEUCC shall have the same definitions as specified therein. Unless otherwise specified,
“hereunder,” “herein,” hereto,” “this Agreement” words of similar import refer to this entire
document; “including” is used by way of illustration and not by way of limitation, unless the
context clearly indicates the contrary; the singular includes the plural, and conversely.
2. GRANT OF SECURITY INTEREST
2.1 Grant. Subject to the terms and conditions of this Agreement, as collateral
security for the punctual payment and performance of the Obligations by the Company, the Company
hereby grants to the Holders a continuing security interest in, and shall assign to the Holders as
security, the following property and interests in property, whether presently owned or hereafter
acquired or existing, and wherever located described in Section 2.2 (collectively the
“Collateral”).
2.2 Collateral. For purposes of this Agreement, the Collateral shall consist of:
(a) Accounts. All rights outstanding as of the date hereof and future rights to
payment for goods sold or leased or for services rendered, which are not evidenced by instruments
or chattel paper, and whether or not earned by performance.
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(b) Contract Rights. All contract rights, general intangibles (including, but not
limited to, tax and duty refunds), and, chattel paper, documents, instruments, letters of credit,
bankers’ acceptances and guaranties outstanding as of the date hereof and thereafter obtained.
(c) Inventory. All of the Company’s owned, as of the date hereof and thereafter
existing or acquired, raw materials, work in process, finished goods and all other inventory of
whatsoever kind or nature, wherever located.
(d) Equipment. All of the Company’s owned, as of the date hereof and thereafter
acquired, equipment, machinery, computers and computer hardware and software (whether owned or
licensed), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or
hereafter affixed thereto or used in connection therewith, and substitutions and replacements
thereof, wherever located, except any leased property.
(e) Intellectual Property. All patents, trademarks, and copyrights owned by the
Company, including all goodwill associated therewith, all license and other rights in any third
party product, and all other tangible or intangible proprietary information and materials owned by
the Company that are currently used or being developed for use in the business of the Company.
(f) Records. All of the Company’s books as of the date hereof and future books of
account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of
lading and other shipping evidence, statements, correspondence, memoranda, credit files and other
data relating to the Collateral or any account debtor, together with the tapes, disks, diskettes
and other data and software storage media and devices, file cabinets or containers in or on which
the foregoing are stored.
(g) Cash. All of the Company’s cash, including drafts, acceptances, bank deposits,
deposit accounts, checking accounts, and cash now or hereafter owned by the Company, or in which
the Company may now have or may hereafter acquire any interest
(h) All Other Assets. All products and proceeds of the foregoing, in any form,
including, without limitation, insurance proceeds and any claims against third parties for loss or
damage to or destruction of any or all of the foregoing.
3. PERFECTION
3.1 Financing Statements. The Company shall execute and file all financing or
continuation statements or amendments thereto, in form and substance reasonably satisfactory to the
Agent, in order to perfect and preserve the security interests granted herein in the Collateral.
Upon the execution of this Agreement, the Company shall deliver to the Agent Forms UCC-1, in form
and substance reasonably satisfactory to the Agent, for filing in the State of Delaware.
4. USE OF COLLATERAL. Prior to the occurrence of an Event of Default which has not
otherwise been waived, the Company shall have the right to receive and retain any cash
distributions declared and paid with respect to the Collateral, the right to use, sell, lease or
replace the Collateral. After the occurrence and during the continuation of an Event of Default,
the Company shall not be entitled to exercise any rights with respect to the Collateral, and the
Agent shall be entitled to exercise any such rights for the benefit of the Holders. If any
distributions, payments or proceeds shall be received by the Company after the occurrence of an
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Event of Default which has not been otherwise waived in writing, the Company shall immediately
deliver the same to the Agent, accompanied, if appropriate, by proper instruments of assignment
and/or powers executed by the Company in accordance with the Agent’s instructions, to be held
subject to the terms of this Agreement.
5. REPRESENTATIONS AND WARRANTIES. To induce the Holders to enter into this Agreement
and the Notes, the Company makes the following representations and warranties to the Holders:
5.1 Authority. The Company has the authority to enter into this Agreement and to
grant the security interests provided herein, and has obtained all necessary corporate approvals to
execute, deliver and perform its obligations under this Agreement.
5.2 Ownership. Except for the security interests of Existing Senior Debt and the
security interest granted to the Holders pursuant to this Agreement, the Company owns the
Collateral free and clear of any Lien, and no adverse claims have been filed with respect to any of
the Collateral. Subject at all times to the Intercreditor Agreement, the Company shall defend the
Collateral against all claims and demands of all persons at any time claiming the same or any
interest therein adverse to the Holders.
5.3 Priority. To the extent a security interest in the Collateral can be perfected by
the filing of a financing statement, the filing of financing statements with respect to the
Collateral shall create a valid and perfected security interest in the Collateral securing the
payment of the Obligations, which, pursuant to an intercreditor agreement of even date herewith, by
and among the Company, the Agent and the holders of the Existing Senior Debt (the “Intercreditor
Agreement”), shall be pari passu with the security interests held by the holders of the Existing
Senior Debt and which shall be a first priority security interest as to all other indebtedness of
the Company, subject to any limitations set forth in the Notes.
5.4 Maintenance of Collateral. At the Company’s own expense, the Company will keep
the Collateral in good condition at all times (normal wear and tear excepted) and maintain the same
in accordance with all manufacturer’s specifications and requirements.
5.5 Third Party. No authorization, approval or other action by, and no notice to or
filing with any governmental authority is required either for the delivery by the Company of the
Collateral pursuant to this Agreement or for the execution, delivery or performance of this
Agreement by the Company except for (i) filings of Forms UCC with the State of Delaware, or (ii)
the remedies in respect of the Collateral pursuant to this Agreement.
5.6 No Violation. The execution, delivery and performance of this Agreement will not
violate any provision of any applicable law or regulation or of any writ or decree of any court or
governmental instrumentality or of any indenture, contract, agreement or other undertaking to which
the Company is a party or which purports to be binding upon the Company or upon any of its assets
and will not result in the creation or imposition of any Lien in any of the assets of the Company
except as contemplated by this Agreement.
5.7 Binding Obligation. This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company enforceable against
it in accordance with its terms, subject, however, to bankruptcy, and other law, decisional or
statutory, of general application affecting the enforcement of creditors’ rights and to the
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general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law).
6. AFFIRMATIVE AND NEGATIVE COVENANTS
6.1 Verification. The Agent, upon reasonable prior notice to the Company, shall have
the right at any time or times to verify the validity, amount or any other matter relating to any
of the Collateral.
6.2 Power of Attorney. If at any time an Event of Default exists or has occurred and
is then continuing, at the request of the Agent, the Company hereby irrevocably designates and
appoints the Agent as the Company’s true and lawful attorney-in-fact, and authorizes the Agent, in
the Company’s or the Agent’s name, to do all acts and things which are necessary, in the Agent’s
determination, to fulfill the Company’s Obligations under this Agreement and the Notes. The
Company hereby releases the Agent from any liabilities arising from any act or acts under this
power of attorney and in furtherance thereof, whether of omission or commission, except as a result
of the Agent’s own gross negligence or misconduct as determined pursuant to a final non-appealable
order of a court of competent jurisdiction.
6.3 Further Assurances. The Company shall, at its expense and from time to time,
promptly execute and deliver all further instruments, documents and agreements, and take all
further action that may be necessary or desirable, or that the Holders or the Agent may request, in
order to (i) continue, perfect and protect the security interest, pledge and Lien granted or
purported to be granted hereby or (ii) enable the Agent or the Holders to exercise and enforce
their respective rights and remedies hereunder with respect to the Collateral. Without prejudice
to the generality of the foregoing, each such instrument or document shall be in such form as the
Agent shall stipulate and may contain provisions such as are herein contained or provisions to the
like effect or such other provisions of whatsoever kind as the Agent shall reasonably consider
requisite for the improvement (on and subject to the terms herein), perfection or enforcement of
the security constituted by, or pursuant to, this Agreement.
6.4 No Other Liens. The Company covenants and agrees that it will not create, incur
or permit to exist any Lien with respect to any of the Collateral, or any interest therein, or any
proceeds thereof, that is senior to the Lien and security interest provided for or referred to in
this Agreement, those under the Existing Senior Debt or as may be permitted in the Notes.
7. REMEDIES UPON AN EVENT OF DEFAULT
7.1 Process following Event of Default. At any time an Event of Default exists or has
occurred and is continuing, the Agent, on behalf of the Holders, shall have all rights and remedies
provided in this Agreement and the Notes, the DEUCC and other applicable law, all of which rights
and remedies may be exercised without notice to or consent by the Company, except as such notice or
consent is expressly provided for hereunder or required by applicable law. All rights, remedies
and powers granted to the Agent hereunder, under any of the other Financing Agreements, the DEUCC
or other applicable law (except as explicitly provided in Section 7.4 hereof), are cumulative, not
exclusive and enforceable, in the Agent’s discretion, alternatively, successively, or concurrently
on any one or more occasions, and shall include, without limitation, the right to apply to a court
of equity for an injunction to restrain a breach or threatened breach by the Company of this
Agreement or any of the other Financing Agreements to which it is a party.
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7.2 Actions. Without limiting the foregoing, at any time an Event of Default exists
or has occurred and is continuing, subject to the provisions of the Intercreditor Agreement, the
Agent may, in its discretion and without limitation, (i) require the Company, at its own expense,
to make available to the Agent any part or all of the Collateral, (ii) collect, foreclose, receive,
appropriate, setoff and realize upon any and all of the Collateral, or (iii) sell, transfer,
assign, deliver or otherwise dispose of any and all of the Collateral (including, without
limitation, entering into contracts with respect thereto).
7.3 Application of Proceeds. Subject to the provisions of the Intercreditor
Agreement, the Agent may apply the cash proceeds of Collateral actually received by the Agent from
any collection, sale, foreclosure or other disposition of the Collateral to the payment of the
Obligations, in whole or in part and in such order as the Agent may elect.
8. AGENT
8.1 Duties. By their execution of Subscription Agreements, the Purchasers have, and
Qubit by separate authorization has, authorized the Agent to exercise for the pro rata benefit of
the Holders all rights, powers and remedies provided to it under or pursuant to this Agreement,
including all rights, powers and remedies upon an Event of Default, subject always to the terms,
conditions, limitations and restrictions provided in this Agreement and the Notes. Except with
respect to those matters as to which the Agent is expressly required to act under the terms of this
Section 8, the Agent may act or refrain from acting with the written consent of the Requisite
Holders, which Requisite Holders shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Agent; provided, however,
that such direction shall not be in conflict with any rule of law or expose the Agent to personal
liability, such direction shall not be unduly prejudicial to the rights of any non-consenting
Holder, and the Agent may take any action deemed proper by the Agent, in its discretion, which is
not inconsistent with such direction or the terms of this Agreement. It is agreed that the duties
of the Agent are only such as are herein specifically provided, and the Agent shall have no other
duties, implied or otherwise.
8.2 Expenses; Acts of Others. Anything herein to the contrary notwithstanding, none
of the provisions of this Agreement shall be construed to require the Agent to expend or risk its
own funds or otherwise incur any liability (financial or otherwise) in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, unless it shall be
satisfied that one or more of the Company, the Holders, and/or the placement agent for the Notes
are at the time obligated and in a financial position to pay the Agent’s reasonably anticipated
fees for its services and its out-of-pocket expenses (including fees of its counsel) in the
performance of such duties or the exercise of any of such rights or powers and to indemnify it
against any such risk or liability. In no event shall the Agent be liable (i) for any
consequential, punitive or special damages or (ii) for the acts or omissions of its nominees,
correspondents, designees, subagents or subcustodians. The Agent shall not incur any liability for
not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of
any occurrence beyond the control of the Agent (including any act or provision of any present or
future law or regulation or governmental authority, any act of God or war, or the unavailability of
the Federal Reserve Bank wire or telex or other wire or communication facility).
8.3 Care. The Agent shall not be required or bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice,
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request, consent, entitlement order, approval or other paper or document. The Agent may
execute any of the powers under this Security Agreement or perform any duties hereunder either
directly or by or through agents, attorneys, custodians or nominees appointed with due care, and
shall not be responsible or liable for the acts or omissions, including any willful misconduct or
gross negligence, on the part of any agent, attorney, custodian or nominee so appointed.
8.4 Indemnification. The Company agrees to indemnify and hold the Agent and its
directors, employees, officers, agents, successors and assigns harmless from and against any and
all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation
and reasonable counsel fees and expenses that may be imposed on the Agent or incurred by it in
connection with its acceptance of its appointment as the Agent hereunder or the performance of its
duties hereunder, except as a result of the Agent’s gross negligence or willful misconduct. Such
indemnity includes all losses, damages, liabilities and expenses (including reasonable counsel fees
and expenses) incurred in connection with any litigation (whether at the trial or appellate levels)
arising from this Security Agreement or the Subscription Agreements or involving the subject matter
hereof or thereof or the transactions contemplated hereby or thereby. The indemnification
provisions contained in this Section 8.4 are in addition to any other rights any of the indemnified
parties may have by law or otherwise and shall survive the termination of this Security Agreement
or the resignation or removal of the Agent.
8.5 Default Notice. The Agent shall transmit by mail to the Holders, or their
successors or permitted assigns, as the names and addresses appear in a register of Holders
maintained by the Company, notice of an Event of Default.
8.6 Resignation of Agent. The Agent may at any time resign by giving written notice
thereof to the Company at least 20 business days prior to the date of such proposed resignation.
Upon receiving such notice of resignation, the Company shall promptly appoint a successor
collateral agent by written instrument executed by authority of its board of directors, a copy of
which shall be delivered to the resigning Agent and a copy to the successor collateral agent. If
an instrument of acceptance by a successor collateral agent shall not have been delivered to the
Agent within 20 business days after giving such notice of resignation, the resigning Agent may
petition any court of competent jurisdiction for the appointment of a successor collateral agent.
Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor
collateral agent. The Agent may be removed at any time by written action by the Requisite Holders
delivered to the Agent and to the Company. If the Agent shall be so removed, the Company shall
promptly appoint a successor collateral agent in accordance with the procedures in this Section 8.
9. FEES, INDEMNIFICATION The Company shall pay or reimburse any and all of the
Agent’s reasonable and proper expenses incurred by the Agent in the making or the enforcement or
attempted enforcement of this Agreement, whether or not an action is filed in connection therewith.
The Agent shall not receive any fee for acting in such capacity. The Company and the Holders each
agrees to indemnify and hold the Agent harmless from and against any and all expenses (including
counsel fees), liabilities, claims, damages, actions, suits or other charges incurred by or
assessed against the Agent for anything done or omitted by the Agent in the performance of its
duties hereunder, except as a result of its own gross negligence or willful misconduct.
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10. CONTINUING OBLIGATIONS This Agreement shall remain in full force and effect and
continue to be effect should any petition be filed by or against the Company for liquidation or
reorganization, should the Company become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any significant part of the
Company’s assets, and shall continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the
Agent, whether as a “voidable preference,” “fraudulent conveyance” or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any part thereof is
rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.
11. NOTICE Except as otherwise specifically set forth herein, all notices,
instructions, requests, demands or other communications hereunder shall be deemed to have been duly
and effectively given only if delivered in writing by hand, three (3) business days after sent by
express delivery service or by registered mail, return receipt requested, or one (1) business day
after sent by recognized overnight courier, addressed as follows:
If to the Agent or for the Holders:
Xxxxxx Asset Partners, LLC
c/x Xxxxxxxx Holding Corp.
1114 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
c/x Xxxxxxxx Holding Corp.
1114 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
If to the Company:
Any party may, by written notice to the other parties, substitute such other address as it deems
advisable. No notice, instruction, request, demand or other communication hereunder shall be
deemed to have been received prior to actual receipt by recipient.
12. GENERAL
12.1 Effectiveness and Termination. This Agreement creates a continuing security
interest and Lien on the Collateral and will remain in full force and effect until the full final
payment by the Company in satisfaction of all the Obligations. Upon termination, the Holders’
rights, title and interest in and to the Collateral shall be automatically terminated and released
to the Company, this Agreement shall terminate except as to the Agent’s rights in Section 9, and
the Company shall be permitted to file UCC termination statements as to the balance of the
Collateral.
12.2 Entire Agreement; Amendments; Counterparts. This Agreement, the Notes and all
other Financing Agreements set forth the entire agreement of the parties with respect to
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subject matter of this Agreement and supersede all previous understandings, written or oral, in respect
thereof. In the event of a conflict between the terms of this Agreement and those of any other
agreement (other than the Notes), the terms herein shall govern. The terms of this Agreement may
be amended, waived or modified only by an instrument in writing duly executed by all the parties
hereto. Two or more duplicate originals of this Agreement may be signed by the parties, each of
which shall be an original but all of which together shall constitute one and the same instrument.
12.3 Assignment. The Company may not assign, transfer or otherwise dispose of any of
its rights or obligations hereunder, by operation of law or otherwise, without the written consent
of the Agent, which shall not be unreasonably withheld. The Agent may not assign any of its duties
hereunder except to a Successor Agent pursuant to Section 8.6.
12.4 Binding. This Agreement is binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, assigns, administrators and successors. No Persons
other than the Company, the Agent and the Holders are intended to be benefited in this Agreement or
to have rights hereunder as third-party beneficiaries or otherwise.
12.5 Headings. Section headings in this Agreement are included for convenience of
reference only and shall not relate to the interpretation or construction of this Agreement.
12.6 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York
without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York
County and the United States District Court for the Southern District of New York for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of
venue of any such suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.
12.7 Validity. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not invalidate this Agreement
as a whole, but this Agreement shall be construed as though it did not contain the particular
provision held to be invalid, illegal or unenforceable and the rights and obligations of the
parties hereto shall be construed and enforced only to such extent as may be permitted by
applicable law.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and
year first above written.
| THE IMMUNE RESPONSE CORPORATION | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| AGREED TO: | ||||
| XXXXXX ASSET PARTNERS, LLC, as Agent for the Holders. |
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By: |
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| Name: | ||||
| Title: | ||||
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