EXHIBIT 3 --------- WARRANT AGREEMENT ----------------- WARRANT AGREEMENT (this "Agreement"), dated as of November 9, 2001, by and between The Immune Response Corporation, a Delaware corporation (the "Company"), and Kevin Kimberlin Partners, L.P., a...Warrant Agreement • March 1st, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
Exhibit 5 --------- AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT ------------------------------------------ This AMENDMENT NO. 1 is made as of the 14th day of February, 2002 (the "Amendment") by and between Kevin Kimberlin Partners, L.P., a Delaware...Note Purchase Agreement • March 1st, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 24, 1998, by and among The Immune Response Corporation, a Delaware corporation, with headquarters located at 5935 Darwin Court, Carlsbad, California...Registration Rights Agreement • May 1st, 1998 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
Exhibit 10.173 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 15, 2005, by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Registration Rights Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement ("Agreement") is made and entered into as of June 11, 1998 by and between THE IMMUNE RESPONSE CORPORATION., a Delaware corporation (hereinafter referred to as the Company) and...Common Stock Purchase Agreement • March 23rd, 1999 • Immune Response Corp • Biological products, (no disgnostic substances) • California
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of April 24, 1998, by and among The Immune Response Corporation, a Delaware corporation, with headquarters located at 5935 Darwin Court, Carlsbad, California 92008...Securities Purchase Agreement • May 1st, 1998 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
a) the authorized capital stock of the Corporation will consist of 2,500 shares of common stock, no par value per share (the "Common Stock") and 1,250 shares of preferred stock, par value $.01 per share, of which 1,250 shares have been designated as...Preferred Stock Purchase Agreement • March 29th, 2001 • Immune Response Corp • Biological products, (no disgnostic substances)
EXHIBIT 10.165 November 22, 2004 Dr. John Bonfiglio c/o The Immune Response Corporation 5931 Darwin Court Carlsbad, CA 92008 Dear John: Pursuant to this letter agreement (the "Agreement") we are pleased to make to you the following offer of employment...Immune Response Corp • March 25th, 2005 • Biological products, (no disgnostic substances) • California
WARRANT AGREEMENT WARRANT AGREEMENT (this "Agreement"), dated as of November 9, 2001, by and between The Immune Response Corporation, a Delaware corporation (the "Company"), and Kevin Kimberlin Partners, L.P., a Delaware limited partnership (the...Warrant Agreement • November 14th, 2001 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
Exhibit 10.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT dated as of October 3, 1996 (the "Agreement"), is entered into between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the "Company"), having a place of business at 5935...Stock Purchase Agreement • November 14th, 1996 • Immune Response Corp • Biological products, (no disgnostic substances) • California
BETWEENCollaboration Agreement • October 21st, 1996 • Immune Response Corp • Biological products, (no disgnostic substances) • California
Exhibit 10.171 THE IMMUNE RESPONSE CORPORATION PLACEMENT AGENT AGREEMENTAgent Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
ARTICLE I. CERTAIN DEFINITIONSEquity Distribution Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
LANDLORD ANDImmune Response Corp • August 14th, 2000 • Biological products, (no disgnostic substances) • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Exhibit 10.69 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of September 30, 1999, is made by The Immune Response Corporation ("IMNR"), a Delaware corporation having its principal place of business and chief executive office at 5935...Master Loan and Security Agreement • November 15th, 1999 • Immune Response Corp • Biological products, (no disgnostic substances) • Illinois
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor 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 ANDLease • March 30th, 2000 • Immune Response Corp • Biological products, (no disgnostic substances) • Pennsylvania
Exhibit 8 --------- AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY AGREEMENT -------------------------------------------------- This AMENDMENT NO. 1 is made as of the 14th day of February, 2002 (the "Amendment") by and between Kevin Kimberlin Partners,...Intellectual Property Agreement • March 1st, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities 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
BACKGROUNDEscrow Agreement • July 22nd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
Exhibit 10.76 FIFTH AMENDMENT TO LEASE This Fifth Amendment to Lease (the "Fifth Amendment") is made as of August 21, 2000 by and between Respimun Associates, Ltd. ("Landlord" and successor in interest to BDN Carlsbad #1 Limited Partnership, a Texas...Lease • November 14th, 2000 • Immune Response Corp • Biological products, (no disgnostic substances)
Exhibit 10.63 THIS WARRANT IS NON-TRANSFERABLE AND MAY ONLY BE EXERCISED BY THE ORIGINAL PURCHASER THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY...Immune Response Corp • August 8th, 1997 • Biological products, (no disgnostic substances) • Delaware
BACKGROUNDLetter 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 CorporationCommon 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
AGREEMENTAgreement • March 15th, 2000 • Immune Response Corp • Biological products, (no disgnostic substances) • California
REGISTRATION RIGHTS AGREEMENTRegistration 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 AGREEMENTRegistration 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 AGREEMENTPlacement 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 AGREEMENTWarrant 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 AGREEMENTWarrant 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").
NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT, dated as of November 9, 2001 (this "Agreement"), by and between Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("Buyer"), and The Immune Response Corporation, a Delaware corporation...Note Purchase Agreement • November 14th, 2001 • Immune Response Corp • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENTSecurity 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”).
UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (the "Agreement") is made as of this 15th day of April, 1997 by and between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the "Company"), and KEVIN B. KIMBERLIN, an individual (the...Unit Purchase Agreement • May 7th, 1997 • Immune Response Corp • Biological products, (no disgnostic substances) • Delaware
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • October 3rd, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2005 (the “Effective Date”) by and among THE IMMUNE RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
