exv10w201w1



 






Exhibit 10.201.1




AMENDMENT NO. 1 TO




 ADDITIONAL WARRANT AGREEMENT




     THIS AMENDMENT NO. 1 (this “Amendment”) dated as of February 27, 2006 to the
ADDITIONAL WARRANT AGREEMENT (the “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”).



     WHEREAS, in connection with the Company’s private placement (the “Offering”) of units
(each a “Unit”) consisting of an 8% senior secured convertible promissory note in the
principal amount of $100,000 and warrants to purchase 15,000,000 shares of the Company’s common
stock pursuant to the Company’s Confidential Private Placement Memorandum dated February 9, 2006,
as supplemented on February 15, 2006 and as may be further supplemented and amended (the
“Memorandum”), the Company and the Agent have mutually agreed, by letter agreement dated
February 27, 2006, to increase maximum number of Units being offered in the Offering to 80 Units.



     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree that the
Agreement is hereby amended as follows:



     1. The first WHEREAS clause of the Agreement is hereby deleted in its entirety and replaced
with the following:



     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 80 units ($8,000,000) 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, par value $.0025 per share
(the “Common Stock”), of the Company and a warrant to purchase 15,000,000 shares of Common Stock
(an “Investor Warrant”). 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



     2. The second WHEREAS clause of the Agreement is hereby deleted in its entirety and replaced
with the following:



     WHEREAS, the Company has agreed to issue to the Agent and/or its designees warrants (the
“Warrants”) to purchase up to 240,000,000 shares of Common Stock (the “Warrant Shares”), which
shall vest and become exercisable as provided herein; and



     3. (a) The Agreement shall remain in full force and effect, subject only to the changes
expressly set forth herein.



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          (b) The Agreement, as modified by this Amendment, and the other agreements and documents
referenced therein set forth the entire agreement of the parties with respect to the subject matter
thereof and supersede all previous understandings, written or oral, in respect thereof.



          (c) All references to the Agreement in any other documents or otherwise shall mean the
Agreement as amended by this Amendment and from time to time hereafter in writing.



          (d) This Amendment shall be governed by the laws of the State of New York, without regard to
the principles of conflicts of laws of such state.



          (e) This Amendment may be executed in counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and such counterparts shall together constitute one and
the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date
first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	SPENCER TRASK VENTURES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William P. Dioguardi	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	THE IMMUNE RESPONSE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







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