0000912057-02-006364 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • February 14th, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

WARRANT AGREEMENT (this "Agreement"), dated as of February 14, 2002, by and between The Immune Response Corporation, a Delaware corporation (the "Company"), and Oshkim Limited Partnership, a Delaware limited partnership (the "Warrant Holder").

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AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • February 14th, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

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 limited partnership ("KKP"), The Immune Response Corporation, a Delaware corporation ("Seller") and Oshkim Limited Partnership ("Oshkim").

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 14th, 2002 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

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 limited partnership ("KKP"), and The Immune Response Corporation, a Delaware corporation ("Seller") and Oshkim Limited Partnership ("Oshkim").

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