exv10w189



 






Exhibit 10.189




NOTE REVISION AGREEMENT




     This Note Revision 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”).



     A. The 8% Convertible Secured Promissory Note, dated as of April 29, 2005, having
a May 31, 2007 maturity date and issued prior hereto by the Company to Cheshire to
evidence the remaining amount owed after consummation of the exchange pursuant to a
Note Exchange Agreement between the parties dated as of February 8, 2006, and having an
outstanding principal amount of $4,735,244.69 (the “Mortgage Note”), is hereby amended
as follows:




	 	1.	 	The Mortgage Note’s May 31, 2007 maturity date is changed to
January 1, 2009.
	 
	 	2.	 	The Mortgage Note’s conversion price is changed to $0.02 (subject to possible
future adjustment in accordance with the terms of the Mortgage Note).





     B. Except as expressly set forth herein, the Mortgage Note remains unchanged and in full force
and effect, and secured by the same security interests in the same collateral and with the same
priority as those contained in or relating to the Mortgage Note immediately before this Agreement.



     C. This Agreement may not be amended or waived except in a writing signed by both parties.
Both parties agree to cooperate and to do all acts and sign all documents necessary or desirable in
order to more perfectly evidence or effectuate the intent of this Agreement. This Agreement shall
be governed by, and construed and interpreted in accordance with, the laws of the State of New
York. This Agreement and those documents expressly referred to herein embody the complete
agreement and understanding between the parties with regard to the subject matter hereof and
supersede and preempt any prior or contemporaneous understandings, agreements, or representations
by or between the parties, written or oral, which may have related to the subject matter hereof in
any way.



     D. Cheshire represents that it is acquiring the Mortgage Note (to the extent this revision
constitutes an acquisition) and the additional underlying shares of common stock of the Company for
its own account for investment and not with a view to distribution. Cheshire acknowledges that the
Company does not currently have enough authorized but unissued shares of its common stock to permit
the Mortgage Note to be converted in accordance with its (revised) terms, and Cheshire agrees not
to attempt to so convert unless and until the Company amends its Certificate of Incorporation and
thereafter in fact has



 









 







enough authorized but unissued shares of common stock to enable the Mortgage Note to be
converted in accordance with its (revised) terms. The Company agrees to use reasonable efforts,
including calling and convening a special meeting of its stockholders to amend its certificate of
incorporation and soliciting proxies to effectuate such amendment, to cause there to be a
sufficient number of authorized shares of its common stock available for issuance upon full
conversion of the Mortgage Note.



     E. Cheshire agrees to, pending exchange of the pre-revision Mortgage Note for a new Mortgage
Note reflecting the revisions effected by this Agreement, mark such pre- revision Mortgage Note in
ink to reflect the revisions effected by this Agreement.



     F. The parties acknowledge that the closing sale price of the Company’s common stock on
February 8, 2006, as reported by the OTC Bulletin Board, was $0.05.



	 	 	 	 	 	 	 
	 	 	THE IMMUNE RESPONSE CORPORATION  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CHESHIRE ASSOCIATES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Nonmember Manager