0000912057-01-544600 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 26th, 2001 • Immune Response Corp • Biological products, (no disgnostic substances) • Delaware

THIS AMENDMENT NO. 2 (this "Amendment"), dated as of December 20, 2001, among The Immune Response Corporation, a Delaware corporation (the "Company"), Harris Trust and Savings Bank ("Harris") and Computershare Trust Company, Inc. ("Computershare"), to the Rights Agreement dated as of February 26, 1992, as amended by Amendment No. 1 dated as of April 17, 1997, between the Company and Harris (successor agent to Mellon Investor Services, which was successor agent to ChaseMellon Shareholder Services, L.L.C., which was successor agent to First Interstate Bank Ltd.), as Rights Agent (the "Rights Agreement").

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • December 26th, 2001 • Immune Response Corp • Biological products, (no disgnostic substances) • Delaware

THIS AMENDMENT NO. 1 (this "Amendment"), dated as of April 17, 1997, to the Rights Agreement, dated as of February 26, 1992 (the "Rights Agreement"), between The Immune Response Corporation, a Delaware corporation (the "Company"), and Harris Trust Company of California, as assignee of ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), is made with reference to the following facts:

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