exv10w198



 






Exhibit 10.198




LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT




          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”).



W I T N E S S E T H




     WHEREAS, the Company proposes to raise gross proceeds of up to $5,000,000 by issuing 8% Senior
Secured Convertible Promissory Notes (the “Investor Notes”) to certain investors (the “Investors”)
pursuant to the terms of a certain Confidential Private Placement Memorandum (the “Memorandum”) of
even date herewith;



     WHEREAS, in connection with the issuance of the Investor Notes to the Investors, the Company
has executed a certain Security Agreement, dated of even date herewith (the “Security Agreement”),
in favor of Hudson Asset Partners, LLC, a Delaware limited liability company (the “Agent”), acting
in its capacity as agent for the Investors;



     WHEREAS, in the event that the assets of the Company subject to the Security Agreement are
insufficient to satisfy in full the obligations of the Company to the Investors upon an event of
default under the Notes, STIC will provide an additional interest to support the obligations of the
Company to the Investors upon an event of default under the Notes pursuant to a certain Limited
Recourse Interest Agreement, dated of even date herewith (the “Limited Recourse Interest
Agreement”), executed by STIC in favor of the Agent, acting in its capacity as agent for the
Investors;



     WHEREAS, the Company is willing to enter into this Agreement in order to induce STIC to enter
into the Limited Recourse Interest Agreement and STIC is willing to enter into this Agreement in
consideration of the Company’s agreement herein to issue a formula-determined number of 7-year
Company common stock warrants (the “Warrants”) to STIC and further subject to the terms set forth
herein.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:



1. STIC shall execute, deliver and perform the Limited Recourse Interest Agreement.


2. The Company and STIC shall thereupon execute and deliver the Warrant Agreement, in the form
attached hereto as Exhibit A. The initial exercise price under the
Warrant Agreement shall be Two Cents ($0.02) per share of common stock of the Company issuable upon
exercise of the Warrants.




 









 







3. The Company agrees to use its best efforts to avoid the occurrence of an event of default under
the Notes.




     4. Miscellaneous.



          (a) Waivers and Amendments. This Agreement or any provisions hereof may be changed,
waived, discharged or terminated only by a statement in writing signed by the Company and STIC.
This Agreement represents the entire agreement of the Company and STIC with regard to the subject
matter hereof, and it supersedes all prior or contemporaneous discussions, negotiations,
commitments and agreements with regard to such subject matter.



     (b) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without regard to the choice of law principles of
such state.



     (c) Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been given when delivered by hand or by facsimile transmission, or upon
receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, to
the parties at the following addresses (or at such other address for a party as shall be specified
by like notice):



	 	 	 	 	 
	 

	 	(i)
	 	If to the Company:
	 
	 	 	 	 
	 

	 	 	 	The Immune Response Corporation
	 

	 	 	 	5931 Darwin Court
	 

	 	 	 	Carlsbad, CA 92008
	 

	 	 	 	Attention: President
	 

	 	 	 	Facsimile: (760) 431-8636
	 
	 	 	 	 
	 

	 	 	 	With a copy (which copy shall not constitute notice) to:
	 
	 	 	 	 
	 

	 	 	 	Heller Ehrman LLP
	 

	 	 	 	4350 La Jolla Village Drive, 7th Floor
	 

	 	 	 	San Diego, CA 92122
	 

	 	 	 	Attention: Hayden Trubitt, Esq.
	 

	 	 	 	Facsimile: (858) 587-5903
	 
	 	 	 	 
	 

	 	(ii)
	 	If to STIC:
	 
	 	 	 	 
	 

	 	 	 	Spencer Trask Intellectual Capital Company, LLC
	 

	 	 	 	535 Madison Avenue, 18th Floor
	 

	 	 	 	New York, NY 10022
	 

	 	 	 	Attention: Kevin Kimberlin and Bruno Lerer, Esq.
	 

	 	 	 	Facsimile: (212) 486-7392
	 
	 	 	 	 
	 

	 	 	 	With a copy (which copy shall not constitute notice) to:






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	 	 	 	Littman Krooks LLP
	 

	 	 	 	655 Third Avenue, 20th Floor
	 

	 	 	 	New York, NY 10017
	 

	 	 	 	Attention: Mitchell C. Littman, Esq.
	 

	 	 	 	Facsimile: (212) 490-2990






     (d) Headings. The headings in this Agreement are for convenience of reference only,
and shall not limit or otherwise affect the terms hereof.



     (e) Successors. All the covenants and provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns and transferees.



     (f) Severability. If any provision of this Agreement shall be held to be invalid and
unenforceable, such invalidity or unenforceability shall not affect any other provision of this
Agreement.



[Remainder of page intentionally left blank]





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     IN WITNESS WHEREOF, the undersigned have caused this Limited Recourse Interest Inducement
Agreement to be executed as of the date first written above.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	THE IMMUNE RESPONSE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SPENCER TRASK INTELLECTUAL	 	 
	 	 	CAPITAL COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 

	 	 	 	 	 	 





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EXHIBIT A




FORM OF WARRANT AGREEMENT





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