exv10w205



 






Exhibit 10.205




STOCK PURCHASE WARRANT





THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT, AND NO SALE,
ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS WARRANT SHALL BE VALID OR
EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.



Date of Issuance: February __, 2006




THE
IMMUNE RESPONSE CORPORATION

STOCK PURCHASE WARRANT




     The Immune Response Corporation, a Delaware corporation (the “Company”), for value received,
hereby certifies and agrees that ___or its registered assigns (the
"Registered Holder”), is entitled, subject to the terms set forth below, to purchase ___
(___) duly authorized, validly issued, fully paid and nonassessable shares of common stock,
par value $0.0025 per share, of the Company (the “Common Stock”) from the Company. This Warrant is
exercisable at any time or from time to time in two equal tranches as follows:




	 	(A)	 	with respect to the first ___ shares of Common Stock on or after the
first business day following 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 hereof and shall expire with respect to
the first ___ shares of Common Stock at 5:00 p.m. New York time on the later of (i) May 31, 2006 or
(ii) the date that is forty-five (45) days after the Company has notified the
Registered Holder of either (a) the effectiveness of a registration statement filed
with the Securities and Exchange Commission registering (either for initial issuance or
resale) the shares of Common Stock issuable upon exercise of this Warrant or (b) a
reorganization, reclassification, consolidation, merger or disposition of assets of the
Company pursuant to Section 5(b) of this Warrant (the “First Exercise Period”); and
	 
	 	(B)	 	with respect to the second ___ shares of Common Stock, during the period
commencing seventy (70) days following the expiration of the First Exercise




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Period (the “Second Exercise Date”) and expiring at 5:00pm New York time on the date
that is forty-five (45) days following the expiration of the Second Exercise Date
(the “Second Exercise Period” and collectively with the First Exercise Period, the
“Exercise Period”); provided, however, that the Company, in its sole
discretion and upon notice to the Registered Holder, may extend either the First
Exercise Period or Second Exercise Period; provided, further, that
in no event whatever may this Warrant be exercised after April 30, 2011. The
initial exercise price per Warrant Share (as defined below) is equal to $0.02 per
share, subject to adjustment in certain cases as described herein. The shares
purchasable upon exercise of this Warrant, and the purchase price per share, are
hereinafter referred to as the “Warrant Shares” and the “Exercise Price,”
respectively. The term “Warrant” as used herein shall include this Warrant and any
other warrants delivered in substitution or exchange therefor, as provided herein.



     This Warrant is issued pursuant to that certain Confidential Private Placement Memorandum,
dated February 9, 2006.



     1. Method of Exercise



               (a) This Warrant may be exercised (but only during the First Exercise Period or the Second
Exercise Period, as applicable) by the Registered Holder, in whole or in part, by surrendering this
Warrant, with a Notice of Exercise in the form of Annex A hereto (the “Notice of Exercise”)
duly executed by such Registered Holder or by such Registered 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.



               (b) Each exercise of this Warrant 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 this Warrant 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 1(a) 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 1(c) hereof shall be deemed to have become
the holder or holders of record of the Warrant Shares represented by such certificates.



               (c) As soon as practicable after the exercise of this Warrant, 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 Registered Holder, or as such Registered Holder (upon payment by
such Registered Holder of any applicable transfer taxes) may direct:



                    (i) a certificate or certificates for the number of full Warrant Shares to which such
Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to
which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to
Section 3 hereof; and



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                    (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 Registered Holder
upon such exercise (after reversing the effects of any prior adjustments made).



     2. 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
this Warrant 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 this Warrant, 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 this Warrant 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) this entire Warrant (taking into account the adjustments set forth in Section 5
hereof), free from preemptive rights or any other contingent purchase rights of persons other than
the Registered Holder of this Warrant.



     3. Fractional Shares. The Company shall not be required upon the exercise of this
Warrant to issue any fractional shares, but shall pay to the Registered 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 this Warrant.



     4. Requirements for Transfer.



          (a) Warrant Register. The Company will maintain a register (the “Warrant Register”)
containing the names and addresses of the Registered Holder or Registered Holders. Any Registered
Holder of this Warrant or any portion thereof 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 this Warrant is transferred on the Warrant Register of the Company, the
Company may treat the Registered Holder as shown on the Warrant Register as the absolute owner of
this Warrant for all purposes, notwithstanding any notice to the contrary; provided,
however, that if and when this Warrant is 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. Subject to the provisions of this Section 4, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the surrender of this Warrant with a properly
executed Assignment Form in substantially the form attached hereto as Annex B (the
“Assignment”) at the Company’s Office; provided, however, that in no event shall
this warrant 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.




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          (c) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for exchange,
properly endorsed on the Assignment and subject to the provisions of this Warrant and with the
limitations on assignments and transfers as contained in this Section 4, the Company at its expense
shall issue to or on the order of the Registered Holder a new warrant or warrants of like tenor, in
the name of the Registered Holder or as the Registered Holder (on payment by the Registered Holder
of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise
hereof.




     5. Adjustment.



          (a) Adjustments of Exercise Price and Number of Warrant Shares. The number and kind
of securities purchasable upon the exercise of this Warrant 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 (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 this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to
receive upon exercise of this Warrant (instead of the prior kind and number of Warrant Shares or
other securities, into which, in fact, this Warrant 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 Warrant 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 pursuant hereto 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.




          (b) 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 this Warrant (instead of the prior kind and number of




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Warrant Shares or other securities, into which, in fact, this Warrant 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 this Warrant is
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 Warrant 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 this Warrant is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b).
For purposes of this Section 5(b), “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, 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 5(b) shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of
assets.




          (c) 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 Registered 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.




          (d) 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 this Warrant; 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 this Warrant.




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     6. No Rights of Stockholders. Subject to other Sections of this Warrant, the
Registered Holder shall not be entitled to vote, to receive dividends or subscription rights, nor
shall anything contained herein be construed to confer upon the Registered 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 Warrant shall have been exercised as
provided herein.



     7. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant 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 this Warrant, the
Company will issue, in lieu thereof, a new Warrant of like tenor.



     8. Mailing of Notices, Etc. All notices and other communications from the Company to
the Registered Holder of this Warrant shall be mailed by first-class certified or registered mail,
postage prepaid, to the address furnished to the Company in writing by the last Registered Holder
of this Warrant who shall have furnished an address to the Company in writing. All notices and
other communications from the Registered Holder of this Warrant 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 Registered Holder of this Warrant and
thereafter all references in this Warrant to the location of its principal office at the particular
time shall be as so specified in such notice.



     9. Change or Waiver. Any term of this Warrant 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.



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



     11. Severability. If any provision of this Warrant shall be held to be invalid and
unenforceable, such invalidity or unenforceability shall not affect any other provision of this
Warrant.



     12. Governing Law and Submission to Jurisdiction. This Warrant will 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 Warrant 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.



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     13. Supplements and Amendments. The Company and the Registered Holder may from time
to time supplement or amend this Warrant 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.



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



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



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          IN WITNESS WHEREOF, The Immune Response Corporation has caused this Warrant to be signed by
its duly authorized officers and to be dated on the day and year first written above.




	 	 	 	 	 
	 	 	THE IMMUNE RESPONSE CORPORATION
	 
	 	 	 	 
	 

	 	 	By: 	 
	 

	 	 	 	 
 
	 

	 	 	Name: 	 
	 

	 	 	Title: 	 






	 	 	 
	 

	Principal Office:
	 
	 	 
	 

	 	     5931 Darwin Court
	 

	 	     Carlsbad, California 92008






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ANNEX A




NOTICE OF EXERCISE FORM




	 	 	 	 	 	 	 
	To:

	 	The Immune Response Corporation
	 	Dated:	 	 
	 

	 	 	 	 	 	 
	 

	 	5931 Darwin Court	 	 	 	 
	 

	 	Carlsbad, California 92008	 	 	 	 






          The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby
irrevocably elects to purchase ___ shares of Common Stock covered by such Warrant and
herewith makes payment of $___, representing the full purchase price for shares at the
exercise price per share provided for in such Warrant.




	 	 	 	 	 
	 

	 	Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





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ANNEX B




ASSIGNMENT FORM




          FOR VALUE RECEIVED, ___hereby sells, assigns and transfers all
of the rights of the undersigned under the attached Warrant with respect to the number of shares of
Common Stock covered thereby set forth below, unto:










Name of Assignee







Address







No. of Shares










	 	 	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Signature:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Witness:	 	 	 	 
	 	 	 	 	 	 	 






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