exv10w200



 







Exhibit 10.200




WARRANT AGREEMENT




     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”).



W I T N E S S E T H




     WHEREAS, the Agent has agreed pursuant to the Placement Agency Agreement, dated February 9
2006, by and between the Agent and the Company (the “Placement Agency Agreement”), to act as the
placement agent in connection with the Company’s private placement (the “Offering”) of a minimum of
5 units ($500,000) and a maximum of 50 units ($5,000,000) at a price of $100,000 per unit. Each
unit (a “Unit”) consists of an 8% senior secured convertible promissory note in the principal
amount of $100,000 (a “Note”) convertible into shares of common stock, per value $.0025 per share
(the “Common Stock”), of the Company and a warrant to purchase 15,000,000 shares of Common Stock.
In the event that the Offering is over-subscribed, the Company and the Agent may, in their mutual
discretion, increase the number of Units sold in the Offering; and



     WHEREAS, the Company has agreed to issue to the Agent and/or its designees warrants (the
“Warrants”) to purchase that number of shares of Common Stock (the “Warrant Shares”) equal to
twenty percent (20%) of the aggregate number of shares of Common Stock issuable upon conversion of
the Notes sold in the Offering; and



     WHEREAS, the Warrants to be issued pursuant to this Agreement will be issued in connection
with one or more Closings (as such term is defined in the Placement Agency Agreement) in
consideration for, and as part of the Agent’s compensation in connection with, the Agent acting as
the placement agent pursuant to the Placement Agency Agreement.



     NOW, THEREFORE, in consideration of the promises, the agreements herein set forth and good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



     1. Grant. Subject to the terms and conditions hereinafter set forth, the Holders (as
defined in Section 3.1 below) are hereby granted the right to purchase the Warrant Shares at an
initial Exercise Price (as defined in Section 7(a) below) of $0.02 per each Warrant Share (subject
to adjustment as provided in Section 7 below).



     2. Warrant Certificates. The Warrant certificates (the “Warrant Certificates”)
delivered and to be delivered pursuant to this Agreement shall be in the form set forth in
Exhibit A, attached hereto and made a part hereof, with such appropriate insertions,
omissions, substitutions, and other variations as required or permitted by this Agreement.



 









 





     3. Exercise of Warrant.



          (a) The Warrants shall be exercisable, in whole or in part, during the term commencing on the
first business day after the date on which an amendment to the certificate of incorporation of the
Company is filed with the Secretary of State of the State of Delaware increasing the authorized
shares of the Common Stock in an amount sufficient to provide for the exercise of all of the
Warrants (the “Share Authorization Date”) and expiring on the seventh (7th) anniversary
of the Share Authorization Date (the “Exercise Period”).




          (b) The Warrants may be exercised (but only during the Exercise Period) by the registered
holder of a Warrant Certificate (“Holder” or “Holders”), in whole or in part, by surrendering this
Warrant, with a Notice of Exercise in the form of Annex A to the Warrant Certificate (the
“Notice of Exercise”) duly executed by such Holder or by such Holder’s duly authorized attorney, at
the principal office of the Company set forth on the signature page hereto, or at such other office
or agency as the Company may designate in writing (the “Company’s Office”), accompanied by payment
in full, in lawful money of the United States, of the Exercise Price payable in respect of the
number of shares of Warrant Shares purchased upon such exercise.




          (c) In addition to the method of payment set forth in Section 3(b) and in lieu of any cash
payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and
from time to time, provided that the Common Stock is registered under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), to exercise the Warrants in full or in part by
surrendering the Warrant Certificate in the manner specified in Section 3(b) in exchange for the
number of shares of Common Stock computed by using the following formula:




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	X =
	 	Y (A - B)	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	A	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	Where
	 	X
	 	=
	 	the number of shares of Common Stock to be issued to the Holder(s) pursuant
to the net exercise.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Y
	 	=
	 	the number of shares of Common Stock subject to the Warrant
being exercised or, if only a portion of such Warrant is being exercised, the
portion of such Warrant being canceled (at the time of such calculation).
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	A
	 	=
	 	the Fair Market Value of one share of Common Stock (at the
date of such calculation).
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	B
	 	=
	 	the Exercise Price (as adjusted to the date of such
calculation).






     For purposes of this Section 3(c), the “Fair Market Value” of one share of Common
Stock at any date shall be deemed to be the average of the last reported sale price for the five
(5) trading days preceding the date of exercise as officially reported by the principal securities
exchange or “over the counter” (including on the pink sheets or bulletin board) exchange on which
the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed



2









 







or admitted to trading on any national securities exchange or sold “over the counter”, the average
closing bid price for the five (5) trading days preceding the date of exercise as furnished by the
NASD through NASDAQ or similar organization if NASDAQ is no longer reporting such information, or
if the Common Stock is not quoted on NASDAQ, as determined in good faith by resolution of the Board
of Directors of the Company, based on the best information available to it.



          (d) Each exercise of Warrants shall be deemed to have been effected immediately prior to the
close of business on the day on which the Notice of Exercise, together with the Warrant Certificate
therefor and payment in full of the Exercise Price, shall be dated and directed to the Company (as
evidenced by the applicable postmark or other evidence of transmittal) as provided in Section 3(b)
hereof. At such time, the person or persons in whose name or names any certificates for Warrant
Shares shall be issuable upon such exercise as provided in Section 3(e) hereof shall be deemed to
have become the holder or holders of record of the Warrant Shares represented by such certificates.




          (e) As soon as practicable after the exercise of the Warrants, in full or in part, and in any
event within ten (10) days thereafter, the Company, at its expense, will cause to be issued in the
name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct:




               (i) a certificate or certificates for the number of full Warrant Shares to which such Holder
shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 5 hereof; and



               (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, representing in the aggregate on the face or faces thereof the number of Warrant
Shares equal (without giving effect to any adjustment therein) to the number of such shares called
for on the face of this Warrant minus the number of such shares purchased by the Holder upon such
exercise (after reversing the effects of any prior adjustments made).



     4. Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees
that all shares of Common Stock which may be issued upon the exercise of the rights represented by
the Warrants will, upon issuance by the Company, be validly issued, fully paid and nonassessable,
and free from preemptive rights and free from all taxes, liens and charges with respect thereto.
The Company further covenants and agrees that, subsequent to the issuance of the Warrants, the
Company shall cause a special meeting of its stockholders to be held for the purpose of amending
the Company’s certificate of incorporation to increase the Company’s authorized Common Stock, and
upon obtaining such approval it will at all times reserve and keep available out of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue
the shares of Common Stock upon exercise of the Warrants as required hereunder, the number of
shares of Common Stock which are then issuable and deliverable upon the exercise of (and otherwise
in respect of) all of the Warrants (taking into account the adjustments set forth in Section 7
hereof), free from preemptive rights or any other contingent purchase rights of persons other than
the Holder(s).



3









 





     5. Fractional Shares. The Company shall not be required upon the exercise of the
Warrants to issue any fractional shares, but shall pay to the Holder an amount in cash equal to the
value of such fractional share for each such fractional share of the Company’s Common Stock which
would be issuable upon exercise of the Warrants.



     6. Requirements for Transfer.



          (a) Warrant Register. The Company will maintain a register (the “Warrant Register”)
containing the names and addresses of the Holder or Holders. Any Holder of Warrants may change its
address as shown on the Warrant Register by written notice to the Company requesting such change,
and the Company shall promptly make such change. Until a Warrant is transferred on the Warrant
Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the
absolute owner of the Warrants for all purposes, notwithstanding any notice to the contrary;
provided, however, that if and when Warrants are properly assigned in blank, the
Company may, but shall not be obligated to, treat the bearer hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.




          (b) Transfer. Each Holder, by acceptance of a Warrant Certificate, covenants and
agrees that it is acquiring the Warrants evidenced thereby and the Warrant Shares for its own
account as an investment and not with a view to distribution thereof. Subject to the provisions of
this Section 6, the Warrants and all rights hereunder are transferable, in whole or in part, upon
the surrender of a Warrant Certificate with a properly executed Assignment in substantially the
form attached to the Warrant Certificate as Annex B (the “Assignment”) at the Company’s
Office; provided, however, that in no event shall Warrants be transferable to any
person who is not an “accredited investor” as such term is defined in Rule 501 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.




          (c) Exchange of Warrant Upon a Transfer. On surrender of a Warrant Certificate for
exchange, properly endorsed on the Assignment and subject to the provisions of this Agreement and
with the limitations on assignments and transfers as contained in this Section 6, the Company at
its expense shall issue to or on the order of the Holder a new warrant certificate or certificates
of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any
applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof.




     7. Adjustment.



          (a) The term “Exercise Price” as used herein means the initial exercise price of $0.02 per
share of Common Stock or the adjusted exercise price, depending on the context.




          (b) Adjustments of Exercise Price and Number of Warrant Shares. The number and kind
of securities purchasable upon the exercise of the Warrants and the Exercise Price shall be subject
to adjustment from time to time upon the happening of any of the following. In case the Company
shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock
to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or




4









 







(iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the
number of Warrant Shares purchasable upon exercise of the Warrants immediately prior thereto shall
be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrants (instead
of the prior kind and number of Warrant Shares or other securities, into which, in fact, the
Warrants would then no longer be exercisable) the kind and number of Warrant Shares or other
securities of the Company which it would have owned or have been entitled to receive had such
Warrants been exercised in advance thereof. Upon each such adjustment of the kind and number of
Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall
thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from
such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares
purchasable by such Holder immediately prior to such adjustment and dividing by the number of
Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately
after such adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record date, if any, for such
event.




          (c) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.
In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or
merge with or into another corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of the Company), or be
acquired by reverse triangular merger, or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation (including by way of a
spin-off) and, pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or in lieu of common
stock of the successor or acquiring corporation (“Other Property”), are to be received by or
distributed to the holders of Common Stock of the Company, then the Holder shall have the right
thereafter to receive upon exercise of the Warrants (instead of the prior kind and number of
Warrant Shares or other securities, into which, in fact, the Warrants would then no longer be
exercisable), the number of shares of common stock of the successor or acquiring corporation or
shares of Common Stock of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or
disposition of assets by a Holder of the number of shares of Common Stock for which the Warrants
are exercisable immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Agreement to be performed and observed
by the Company and all the obligations and liabilities hereunder, subject to such modifications as
may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of
the Company) in order to provide for adjustments of Warrant Shares for which the Warrants are
exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in
this Section 7(c). For purposes of this Section 7(c), “common stock of the successor or acquiring
corporation” shall include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness,




5









 







shares of stock or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing
provisions of this Section 7(c) shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.




          (d) Notice of Adjustment. Upon the occurrence of any event which requires any
adjustment of the Exercise Price, then and in each such case the Company shall give notice thereof
to the Holder, which notice shall state the Exercise Price resulting from such adjustment and the
increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon
exercise, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.




          (e) No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise
Price shall be made if the amount of said adjustment shall be less than one cent ($0.01) per
security issuable upon exercise of the Warrants; provided, however, that in such
case any adjustment that would otherwise be required then to be made shall be carried forward and
shall be made at the time of and together with the next subsequent adjustment which, together with
any adjustment so carried forward, shall amount to at least one cent ($0.01) per security issuable
upon exercise of the Warrants.




     8. Registration Rights. The Holders of the Warrants are entitled to the benefits of
the Registration Rights Agreement, dated as of the date hereof, by and among the Company and the
investors in the Offering (the “Registration Rights Agreement”), as if such Holders were Holders
(as defined in the Registration Rights Agreement) under the Registration Rights Agreement, and the
Registration Rights Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitations of rights,
obligations and duties thereunder of the Company and the Holders of the Warrants.



     9. No Rights of Stockholders. Subject to other Sections of this Agreement, the Holder
shall not be entitled to vote, to receive dividends or subscription rights, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company, including without limitation any right to vote for the election of
directors or upon any matter submitted to stockholders, to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock,
change of par value or change of stock to no par value, consolidation, merger, conveyance, or
otherwise), to receive notices, or otherwise, until the Warrants shall have been exercised as
provided herein.



     10. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of a Warrant Certificate and (in the case of
loss, theft or destruction) upon delivery of an indemnity agreement reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of the Warrant Certificate,
the Company will issue, in lieu thereof, a new Warrant Certificate of like tenor.



     11. Mailing of Notices, Etc. All notices and other communications from the Company to
the Holder(s) of Warrants shall be mailed by first-class certified or registered mail, postage
prepaid, to the address furnished to the Company in writing by the last Holder(s) of



6









 







Warrants who shall have furnished an address to the Company in writing. All notices and other
communications from the Holder(s) of Warrants or in connection herewith to the Company shall be
mailed by first-class certified or registered mail, postage prepaid, to the Company at its
principal office set forth below. Notice so mailed shall be deemed effective two (2) business days
after being deposited with the United States Postal Service. If the Company should at any time
change the location of its principal office to a place other than as set forth below, then it shall
give prompt written notice to the Holder(s) of Warrants and thereafter all references in this
Agreement to the location of its principal office at the particular time shall be as so specified
in such notice.



     12. Change or Waiver. Any term of this Agreement may be changed or waived only by an
instrument in writing signed by the party against which enforcement of the change or waiver is
sought.



     13. Headings. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this Agreement.



     14. 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.



     15. Governing Law and Submission to Jurisdiction. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to
principles of conflict or choice of laws of any jurisdiction. The parties hereby agree that any
action, proceeding or claim against it arising out of, or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York, and irrevocably submit to
such jurisdiction, which jurisdiction shall be exclusive.



     16. Supplements and Amendments. The Company and the Holder may from time to time
supplement or amend this Agreement in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any provision herein, or to
make any other provisions in regard to matters or questions arising hereunder which the Company and
the Holder may deem necessary or desirable.



     17. Successors. All the covenants and provisions of this Agreement shall be binding
upon and inure to the benefit of the Company and the Holder and their respective successors and
assigns hereunder.



     18. Benefits of this Agreement. Nothing in this Agreement shall be construed to give
to any person, entity or corporation other than the Company and the Holder any legal or equitable
right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive
benefit of the Company and the Holder.



[Remainder of page intentionally left blank]




7









 








     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed
as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	THE IMMUNE RESPONSE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Principal Office:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	5931 Darwin Court	 	 
	 	 	 	 	Carlsbad, California 92008	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Secretary

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	SPENCER TRASK VENTURES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Print Name: William P. Dioguardi	 	 
	 

	 	 	 	 	 	Title: President	 	 






8









 






EXHIBIT A



[FORM OF WARRANT CERTIFICATE]



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
ISSUER, THAT AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
IS AVAILABLE.



THE TRANSFER, EXCHANGE AND EXERCISE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.




			
	No. ST-            
	 	                          Warrants
	 
	 	                                         , 2006






WARRANT CERTIFICATE




     This Warrant Certificate certifies that                                                             , or its registered assigns,
is entitled to purchase up to                                  fully paid and non-assessable shares of common
stock, par value $.0025 per share (the “Common Stock”) of The Immune Response Corporation, a
Delaware corporation (the “Company”), initially, at any time after the date hereof (“Warrant Issue
Date”) until 5:30 p.m. New York time on the date (the “Expiration Date”) that is the seventh
(7th) anniversary of the last Warrant Issue Date to occur, at the initial exercise price
of $0.02, subject to adjustment in certain events (the “Exercise Price”), upon surrender of this
Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, or by
surrender of this Warrant Certificate in lieu of cash payment, but subject to the conditions and
adjustments set forth herein and in the Warrant Agreement dated as of February               , 2006 between the
Company and Spencer Trask Ventures, Inc. (the “Warrant Agreement”). Payment of the Exercise Price
shall be made by certified or official bank check in New York Clearing House funds payable to the
order of the Company, by wire transfer of immediately available funds or pursuant to Section 3(c)
of the Warrant Agreement.



     No Warrant may be exercised after 5:30 p.m. (New York time) on the Expiration Date, at which
time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void.



     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and to which reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and immunities thereunder of
the Company and the registered holder(s) of the Warrants.



9









 





     As set forth in Section 7 of the Warrant Agreement, certain adjustments may be made to the
Exercise Price and the type and/or number of the Company’s securities issuable upon their exercise.
In the event of such an adjustment, the Company will, at the request of the holder, issue a new
Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrants; provided, however, that the
failure of the Company to issue such new Warrant Certificates shall not in any way change, alter or
otherwise impair the rights of the holder as set forth in the Warrant Agreement.



     Upon due presentment for registration of transfer of this Warrant Certificate and the executed
form of assignment attached hereto at an office or agency of the Company, a new Warrant Certificate
or Warrant Certificates of like form and tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided herein and in the Warrant Agreement, without any charge except for any tax
or other governmental charge imposed in connection with such transfer.



     Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company
shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of
unexercised Warrants.



     The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of
this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof,
and for all other purposes, and the Company shall not be affected by any notice to the contrary.



     All capitalized terms used and not defined in this Warrant Certificate shall have the meanings
ascribed to them in the Warrant Agreement.



10









 





     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of
February ___, 2006.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	THE IMMUNE RESPONSE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Secretary

	 	 	 	 	 	 	 	 






 









 






[NOTICE OF EXERCISE]





			
	TO:	 	The Immune Response Corporation

Attention: Chief Executive Officer





Alternative No. 1




     The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, to purchase
                                    

(leave blank if you choose Alternative No. 2 below) shares
of Common Stock of The Immune Response Corporation, a Delaware corporation (the “Company”),
pursuant to the terms of that certain Warrant Agreement by and between the Company and Spencer
Trask Ventures, Inc., dated as of February ___, 2006 (the “Warrant Agreement”) and tenders herewith
payment of the purchase price of such shares in full. (Initial here if the undersigned elects this
alternative).                     



Alternative No. 2




     In lieu of exercising the attached Warrant for cash or check, the undersigned hereby elects to
effect the net issuance provision set forth in Section 3(c) of the Warrant Agreement and receive
                     (leave blank if you choose Alternative No. 1 above) shares of Common Stock of the
Company. (Initial here if the undersigned elects this alternative).                     



          Please issue a certificate or certificates representing said securities in the name of the
undersigned or in such other name as is specified below:




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 

(Name)
	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

(Address)
	 	 






	 	 	 
	 
	 	 
	 

	 	 
	 

	 	(Signature and Date)
	 
	 	 
	 

	 	(Signature must conform in all respects to
	 

	 	name of holder as specified on the face of
	 

	 	the Warrant Certificate)
	 
	 	 
	 

	 	 
	 

	 	(Insert Social Security or Other Identifying
	 

	 	Number of Holder)






12









 





[FORM OF ASSIGNMENT]




(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)




     FOR VALUE RECEIVED                                                             (the “Transferor”) hereby sells, assigns
and transfers unto                                                      
(the “Transferee”)



(Please print name and address of transferee)



this Warrant Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint                                  
as its Attorney to transfer the Warrant
Certificate on the books of The Immune Response Corporation, a Delaware corporation (the
“Company”), with full power of substitution. The Transferor has provided a written instrument to
the Company notifying the Company of such transfer and pursuant to which the Transferee hereunder
has agreed in writing to be bound by the terms of the Warrant Agreement dated February ___,
2006, by and between the Company and Spencer Trask Ventures, Inc., a copy of which has
been provided to the Transferee by the Transferor.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	(Signature must conform in all respects to name of	 	 
	 	 	 	 	holder as specified on
the face of the Warrant Certificate)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	(Insert Social Security
or other Identifying Number of Holder)	 	 
	 	 	 	 	 	 	 







13