Immune Response Corp Sample Contracts

Orchestra Therapeutics, Inc. – CERTIFICATE OF DESIGNATIONS (July 23rd, 2007)

The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors of Orchestra Therapeutics, Inc., a Delaware corporation (the “Corporation”), at a meeting duly convened and held, at which a quorum was present and acting throughout:

Immune Response Corp – (PURSUANT TO SECTION 253 OF THE DELAWARE GENERAL CORPORATION LAW) (April 16th, 2007)

The Immune Response Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify:

Immune Response Corp – STATEMENT OF WARRANT EXERCISE INDUCEMENT AND PRICE PROTECTION (April 4th, 2007)

In March 2007 the Company unilaterally offered a Warrant Exercise and Price Protection arrangement to second tranche warrant holders of the 2006 Private Placement. The Warrant Exercise Price Protection arrangement included a special warrant exercise inducement whereby (i) the warrant holder would receive 2.5 shares of our common stock for each $2.00 of warrant exercise price paid to us (this equates to an effective price of $0.80 per share) and (ii) the warrant holder would receive short-term ratchet-style price protection (through September 30, 2007) on March 2007 warrant exercises.

Immune Response Corp – STATEMENT OF EXTENSION OF WARRANT EXERCISE DATE (April 4th, 2007)

On February 26, 2007 the Company and its Board of Directors unilaterally extended the expiration date of the 6,000,000 second tranche warrants issued in connection with the Company’s 2006 Private Placement Offering to March 30, 2007. The second tranche warrants previously were set to expire March 1, 2007.

Immune Response Corp – AMENDMENT NO. 5 TO RIGHTS AGREEMENT (April 4th, 2007)

THIS AMENDMENT NO. 5 (this “Amendment”), dated as of March 28, 2006 (the “Effective Date”), among The Immune Response Corporation, a Delaware corporation (the “Company”), Computershare Trust Company, Inc. (“Computershare”), and American Stock Transfer & Trust Company (“American Stock”), to the Rights Agreement dated as of February 26, 1992, as amended by Amendment No. 1 dated as of April 17, 1997, Amendment No. 2 dated as of December 20, 2001, Amendment No. 3 dated as of February 20, 2002, and Amendment No. 4 dated as of April 1, 2003, between the Company and Computershare (successor agent to Harris Trust and Savings Bank, which was 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”).

Immune Response Corp – STATEMENT OF EXTENSION OF WARRANT EXERCISE DATE (April 4th, 2007)

On November 3, 2006 the Company and its Board of Directors unilaterally extended the expiration date of the 6,000,000 second tranche warrants issued in connection with the Company’s 2006 Private Placement Offering to March 1, 2007. The second tranche warrants previously were set to expire November 30, 2006.

Immune Response Corp – AMENDMENT OF 2003 STOCK PLAN (April 4th, 2007)
Immune Response Corp – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE IMMUNE RESPONSE CORPORATION (Pursuant to Section 242 of the Delaware General Corporation Law) (December 20th, 2006)

The Immune Response Corporation (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, does hereby certify:

Immune Response Corp – ROI GROUP Associates Inc AMENDMENT TO SERVICE AGREEMENT DATED MARCH 1, 2006 (November 14th, 2006)

This Amendment is made on July 1, 2006 between The Immune Response Corporation, a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 5931 Darwin Court Carlsbad, CA 92008 hereinafter referred to as “Client” and ROI Group Associates, Inc., with its principal place of business located at 39 Broadway, 24th Floor, New York, NY 10006, hereinafter referred to as “ROI”. This Amendment modifies the Service Agreement dated March 1, 2006 between Client and ROI (the “Service Agreement”), and any terms not modified herein remain in full force and effect as described in the original Service Agreement.

Immune Response Corp – AMENDMENT NO. 5 TO RIGHTS AGREEMENT (August 22nd, 2006)

THIS AMENDMENT NO. 5 (this “Amendment”), dated as of March 28, 2006 (the “Effective Date”), among The Immune Response Corporation, a Delaware corporation (the “Company”), Computershare Trust Company, Inc. (“Computershare”), and American Stock Transfer & Trust Company (“American Stock”), to the Rights Agreement dated as of February 26, 1992, as amended by Amendment No. 1 dated as of April 17, 1997, Amendment No. 2 dated as of December 20, 2001, Amendment No. 3 dated as of February 20, 2002, and Amendment No. 4 dated as of April 1, 2003, between the Company and Computershare (successor agent to Harris Trust and Savings Bank, which was 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”).

Immune Response Corp – CONSULTING AGREEMENT (June 12th, 2006)

This Consulting Agreement (the “Agreement”) is entered into by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Orchestra Partners, LLC (“Consultant”), effective as of June 7, 2006 (the “Effective Date”).

Immune Response Corp – THE IMMUNE RESPONSE CORPORATION “MORTGAGE NOTE” (8% CONVERTIBLE SECURED PROMISSORY NOTE) (June 12th, 2006)

This Note is derived from that certain Note Purchase Agreement, dated November 9, 2001, by and between Kevin Kimberlin Partners, L.P. (“KKP”) and the Issuer, as amended by Amendment No. 1, dated as of February 14, 2002 and Amendment No. 2, dated as of May 3, 2002, each by and among the Issuer, KKP and Oshkim Limited Partnership (“Oshkim”) and as further amended by Amendment No. 3, dated as of July 11, 2002, by and among the Issuer, KKP, Oshkim and The Kimberlin Family 1998 Irrevocable Trust (together, the “Note Purchase Agreement”), and is intended to, except as set forth herein, have the same terms, rights and conditions as provided in the Note Purchase Agreement and in any subsequent agreement between the Purchaser (which is the assignee of the Note Purchase Agreement parties other than the Issuer) and the Issuer. Such “subsequent agreements” include the Note Exchange Agreement dated April 29, 2005, the Note Exchange Agreement dated February 8, 2006, the Note Revision Agreement dated

Immune Response Corp – Re: Limited Recourse Interest Inducement Agreement (June 12th, 2006)

As we have previously discussed, The Immune Response Corporation (the “Company”) wishes to have Spencer Trask 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).

Immune Response Corp – NOTE CONVERSION COMMITMENT AGREEMENT (April 11th, 2006)

This Note Conversion Commitment Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of February 15, 2006 (the “Effective Date”).

Immune Response Corp – PLACEMENT AGENCY AGREEMENT (April 11th, 2006)

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:

Immune Response Corp – AMENDMENT NO. 1 TO WARRANT AGREEMENT (April 11th, 2006)

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of February 28, 2006 to the WARRANT AGREEMENT (the “Agreement”) dated as of February 9, 2006 by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (the “Warrant Holder”).

Immune Response Corp – AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (April 11th, 2006)

This Amendment No. 1 to Registration Rights Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the REGISTRATION RIGHTS AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Spencer Trask Ventures, Inc., a Delaware corporation, and certain accredited investors purchasing 8% senior secured convertible promissory notes and warrants to purchase shares of common stock, par value $.0025 per share, of the Company offered in private placement by the Company.

Immune Response Corp – AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (April 11th, 2006)

This Amendment No. 1 to Intercreditor Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the INTERCREDITOR AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Cheshire Associates, LLC, a Delaware limited liability company, Cornell Capital Partners, L.P., a Delaware limited partnership, and Hudson Asset Partners, LLC, a Delaware limited liability company, as agent for the holders from time to time of the Company’s 8% Senior Secured Convertible Notes and for Qubit Holdings, LLC (“Qubit”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 issued by the Company to Qubit on the same date.

Immune Response Corp – Contract (April 11th, 2006)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Immune Response Corp – AMENDMENT NO. 1 TO WARRANT AGREEMENT (April 11th, 2006)

This Amendment No. 1 to Warrant Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the WARRANT AGREEMENT, dated as of February 22, 2006 (the “Agreement”), by and between The Immune Response Corporation, a Delaware corporation, and Spencer Trask Ventures, Inc.

Immune Response Corp – WARRANT AGREEMENT (April 11th, 2006)

This WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2006, is by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (the “Warrant Holder”).

Immune Response Corp – REGISTRATION RIGHTS AGREEMENT (April 11th, 2006)

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”.

Immune Response Corp – THE IMMUNE RESPONSE CORPORATION SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 9, 2006 with respect to 8% SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT (April 11th, 2006)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2006, by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”) and QUBIT HOLDINGS, LLC (the “Purchaser”);

Immune Response Corp – NOTE EXCHANGE AGREEMENT (April 11th, 2006)

This Note Exchange Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of February 8, 2006 (the “Effective Date”).

Immune Response Corp – WARRANT AGREEMENT (April 11th, 2006)

This WARRANT AGREEMENT (this “Agreement”) dated as of February 22, 2006, by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Ventures, Inc. (the “Agent”).

Immune Response Corp – Contract (April 11th, 2006)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Immune Response Corp – Contract (April 11th, 2006)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.

Immune Response Corp – AMENDMENT NO. 1 TO ADDITIONAL WARRANT AGREEMENT (April 11th, 2006)

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of February 27, 2006 to the ADDITIONAL WARRANT AGREEMENT (the “Agreement”) dated as of February 22, 2006 by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Ventures, Inc. (the “Agent”).

Immune Response Corp – Contract (April 11th, 2006)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Immune Response Corp – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE IMMUNE RESPONSE CORPORATION (April 11th, 2006)

The Immune Response Corporation (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

Immune Response Corp – INTERCREDITOR AGREEMENT (April 11th, 2006)

AGREEMENT, made this 9th day of February, 2006, by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Cheshire Associates, LLC, a Delaware limited liability company (“Cheshire”), Cornell Capital Partners, L.P., a Delaware limited partnership (“Cornell”), and Hudson Asset Partners, LLC, a Delaware limited liability company (the “Agent”), as agent for the holders from time to time of the Company’s 8% Senior Secured Convertible Notes and for Qubit Holdings, LLC (“Qubit”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 issued by the Company to Qubit on the same date hereof (the “Qubit Note”). Cheshire, Cornell and the Agent shall each be referred to herein as a “Secured Party” and shall collectively be referred to as the “Secured Parties”.

Immune Response Corp – SECURITY AGREEMENT (April 11th, 2006)

AGREEMENT, dated as of February 9, 2006, by THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”) in favor of Hudson Asset Partners, LLC, a Delaware limited liability company (the “Agent”), acting in its capacity as agent for holders from time to time (the “Purchasers”) of the 8% Senior Secured Convertible Promissory Notes in the aggregate principal amount of up to $5,000,000 (the “Purchaser Notes”), to be issued by the Company to the Holders and for Qubit Holdings, LLC (“Qubit”, and collectively with the Purchasers, the “Holders”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 (the “Qubit Note”, and collectively with the Purchaser Notes, the “Notes”) issued by the Company to Qubit.

Immune Response Corp – LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT (April 11th, 2006)

This LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT (this “Agreement”), dated as of February 9, 2006, is by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (“STIC”).

Immune Response Corp – AMENDMENT NO. 1 TO SECURITY AGREEMENT (April 11th, 2006)

This Amendment No. 1 to Security Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the SECURITY AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by The Immune Response Corporation, a Delaware corporation (the “Company”), in favor of Hudson Asset Partners, LLC, a Delaware limited liability company, acting in its capacity as agent for holders from time to time (the “Purchasers”) of the 8% Senior Secured Convertible Promissory Notes, to be issued by the Company to the Holders and for Qubit Holdings, LLC (“Qubit,” and collectively with the Purchasers, the “Holders”) in respect of the 8% senior secured convertible promissory note in the principal amount of $250,000 issued by the Company to Qubit.

Immune Response Corp – STOCK PURCHASE WARRANT (April 11th, 2006)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.