Immune Response Corp Sample Contracts

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BETWEEN
Collaboration Agreement • October 21st, 1996 • Immune Response Corp • Biological products, (no disgnostic substances) • California
Exhibit 10.171 THE IMMUNE RESPONSE CORPORATION PLACEMENT AGENT AGREEMENT
Agent Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
ARTICLE I. CERTAIN DEFINITIONS
Equity Distribution Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2005, by and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2005, by and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

LANDLORD AND
Lease • March 30th, 2000 • Immune Response Corp • Biological products, (no disgnostic substances) • Pennsylvania
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 20th, 2004 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2004, among The Immune Response Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and

BACKGROUND
Escrow Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
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LANDLORD AND
Immune Response Corp • August 14th, 2000 • Biological products, (no disgnostic substances) • Pennsylvania
BACKGROUND
Letter Of • August 13th, 1998 • Immune Response Corp • Biological products, (no disgnostic substances) • California
COMMON STOCK PURCHASE WARRANT To Purchase 100,000 Shares of Common Stock of The Immune Response Corporation
Common Stock Purchase Warrant • November 14th, 2003 • Immune Response Corp • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Cardinal Securities, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 10, 2003 (the “Initial Exercise Date”) and on or prior to the close of business on October 10, 2008 (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Immune Response Corporation, a corporation incorporated in the State of Delaware (the “Company”), up to 100,000 shares (the “Warrant Shares”) of Common Stock, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.32, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set

AGREEMENT
Agreement • March 15th, 2000 • Immune Response Corp • Biological products, (no disgnostic substances) • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of February, 2006 by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Spencer Trask Ventures, Inc., a Delaware corporation (the “Placement Agent”), and certain accredited investors purchasing 8% senior secured convertible promissory notes (the "Notes”) and warrants (the “Warrants”) to purchase shares of common stock, par value $.0025 per share, of the Company (the “Common Stock”) offered in private placement (the “Offering”) by the Company. Such investors are each referred to herein as a “Purchaser” and, collectively, as the “Purchasers”.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 20th, 2004 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2004, by and among The Immune Response Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

The Immune Response Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Spencer Trask Ventures, Inc., a Delaware corporation (the “Placement Agent”) as follows:

WARRANT AGREEMENT
Warrant Agreement • March 31st, 2003 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

WARRANT AGREEMENT (this “Agreement”), dated as of December 10, 2002, by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (the “Warrant Holder”).

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").

SECURITY AGREEMENT
Security Agreement • August 9th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 4, 2005, by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation with its principal place of business located at 5391 Darwin Court, Carlsbad, CA 92008 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

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