0000912057-02-032855 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • August 19th, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

WARRANT AGREEMENT (this "Agreement"), dated as of July 11, 2002, by and between The Immune Response Corporation, a Delaware corporation (the "Company"), and The Kimberlin Family 1998 Irrevocable Trust (the "Warrant Holder").

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AMENDMENT NO. 2 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • August 19th, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This AMENDMENT NO. 2 is made as of the 11th day of July, 2002 (the "Amendment") by and between Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("KKP"), The Immune Response Corporation, a Delaware corporation ("Seller"), Oshkim Limited Partnership ("Oshkim"), and The Kimberlin Family 1998 Irrevocable Trust (the "Trust").

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 19th, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This AMENDMENT NO. 3 is made as of the 11th day of July, 2002 (the "Amendment") by and between Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("KKP"), The Immune Response Corporation, a Delaware corporation ("Seller"), Oshkim Limited Partnership ("Oshkim") and The Kimberlin Family 1998 Irrevocable Trust (the "Trust");

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