Re: Limited Recourse Interest Inducement Agreement
Exhibit 10.197.2
May 19, 2006
Xxxxxxx Xxxxx Intellectual Capital Company, LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx and Xxxxx Xxxxx, Esq.
Xxxxxxx Xxxxx Intellectual Capital Company, LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx and Xxxxx Xxxxx, Esq.
Re: Limited Recourse Interest Inducement Agreement |
Dear Xxxxx and Bruno:
As we have previously discussed, The Immune Response Corporation (the “Company”) wishes to have
Xxxxxxx Xxxxx Intellectual Capital Company, LLC (“STIC”) irrevocably waive its rights under that
certain Registration Rights Agreement, dated as of February 22, 2006 and as later amended (the
“Registration Rights Agreement”). By waiving such rights, STIC would have no further rights under
the Registration Rights Agreement, including the right to have its warrant shares registered for
resale under the Registration Statement on Form S-1, initially filed with the SEC on April 11, 2006
(file no. 333-133210).
In consideration for STIC granting this waiver under the Registration Rights Agreement, the Company
hereby agrees to provide STIC with resale registration rights for the shares underlying the
warrants issued, and to be issued, to STIC pursuant to the Limited Recourse Interest Inducement
Agreement, dated February 9, 2006 and as later amended, between the Company and STIC (the
“Registration Rights Agreement”), with the terms and conditions of such resale registration rights
to be substantially similar to the piggyback registration rights provided for the “Agent Shares,”
as defined in the Placement Agency Agreement, dated February 9, 2006 and including any later
amendments, between the Company and Xxxxxxx Xxxxx Ventures, Inc. Notwithstanding the foregoing,
STIC may only exercise such piggyback registration rights as to shares underlying Inducement
Agreement warrants which warrants have, at the time of the (to-be-piggybacked-upon) registration
statement, already been issued; and, STIC may not piggyback on registration statement no.
333-133210.
Please have STIC countersign below to effectuate this waiver under the Registration Rights
Agreement and to accept the proposed new registration rights described above.
Sincerely, | ||
/s/ Xxxxxxx X. Xxxxx | ||
Xxxxxxx X. Xxxxx | ||
Chief Operating Officer and Chief Financial Officer |
Agreed and Accepted | ||||
Xxxxxxx Xxxxx Intellectual Capital Company, LLC | ||||
By:
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/s/ Xxxxx X. Xxxxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxxxx | |||
Title:
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Nonmember Manager | |||
Date:
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May 19, 2006 | |||
cc:
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Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx
LLP Xxxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx LLP |
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