0000912057-01-004300 Sample Contracts

COLLABORATION AGREEMENT
Collaboration Agreement • February 8th, 2001 • Vyrex Corp • Pharmaceutical preparations • California

THIS COLLABORATION AGREEMENT effective as of August 1, 1997 (the "Agreement"), is entered into between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation ("IRC"), having a place of business located at 5935 Darwin Court, Carlsbad, California 92008, and VYREX CORPORATION, a Nevada corporation ("Vyrex"), having a place of business located at 2159 Avenida de la Playa, La Jolla, California 92037.

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FIRST AMENDMENT TO COLLABORATION AGREEMENT DATED AUGUST 1, 1997, BETWEEN VYREX CORPORATION AND THE IMMUNE RESPONSE CORPORATION RECITALS
Collaboration Agreement • February 8th, 2001 • Vyrex Corp • Pharmaceutical preparations

WHEREAS, Vyrex Corporation (hereinafter "Vyrex") and The Immune Response Corporation (hereinafter "IRC") entered in a Collaboration Agreement effective as of August 1, 1997 (hereinafter "Agreement"), pursuant to which, inter alia, the parties agreed to conduct a collaborative research program and Vyrex, as the exclusive worldwide licensee of patent rights and know-how relating to CD-Tagging™ technology, granted to IRC certain exclusive worldwide rights to develop, make, use, offer for sale, sell and import Products (as defined in the Agreement), and to conduct the Program (as defined in the Agreement).

SECOND AMENDMENT TO COLLABORATION AGREEMENT DATED AUGUST 1, 1997, BETWEEN VYREX CORPORATION AND THE IMMUNE RESPONSE CORPORATION RECITALS
Collaboration Agreement • February 8th, 2001 • Vyrex Corp • Pharmaceutical preparations

WHEREAS, Vyrex Corporation (hereinafter "Vyrex") and The Immune Response Corporation (hereinafter "IRC") entered into a Collaboration Agreement dated August 1, 1997 (hereinafter "Agreement"), wherein Vyrex, as the exclusive worldwide licensee of patent rights and know-how relating to CD-Tagging™ technology, granted to IRC certain exclusive worldwide rights, as limited by Field and Scope (as defined in the Agreement), to use its CD-Tagging technology in furtherance of the Program (as defined in the Agreement).

LICENSE AGREEMENT
License Agreement • February 8th, 2001 • Vyrex Corp • Pharmaceutical preparations • California

This license agreement (the "Agreement") is made and is effective as of the 29th of August 2000 by and between Vyrex Corporation, a California corporation with principal offices located at 2159 Avenida de la Playa, La Jolla, California 92037-3215 ("Licensor") and VDF Futureceuticals, Inc., and Illinois corporation with principal offices located at 300 W. 6th Street, Momence, Illinois 60954 ("Licencee").

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