Exhibit 10.124



	EXHIBIT 10.124




	WARRANT AGREEMENT





	          WARRANT
AGREEMENT (this “Agreement”), dated as of December 10, 2002, by and
between The Immune Response Corporation, a Delaware corporation (the
“Company”), and Cheshire Associates LLC, a Delaware limited liability
company (the “Warrant Holder”).




	W I T N E S S E T H





	          WHEREAS,
the parties have entered into that certain Note Purchase Agreement, dated as of
November 9, 2001, by and between the Company and Kevin Kimberlin Partners, L.P.
(“KKP”), as amended by Amendment No. 1 to the Note Purchase Agreement,
dated as of February 14, 2002 and Amendment No. 2 dated as of May 3, 2002, each
by and between the Company, KKP and Oshkim Limited Partnership
(“Oshkim”) and as further amended by Amendment No. 3 by and between
the Company, KKP, Oshkim and The Kimberlin Family 1998 Irrevocable Trust (the
“Note Purchase Agreement”); and




	          WHEREAS,
pursuant to the Note Purchase Agreement and for the cancellation of $358,868.82
of the principal indebtedness represented by the 8% Secured Promissory Note
dated July 30, 2002 (and accrued interest thereon), the Warrant Holder has
agreed to loan to the Company $278,320.18 (the “Loan Amount”), subject
to the issuance by the Company of a convertible secured promissory note (the
“Note”), and the Company has agreed to issue to the Warrant Holder
warrants (the “Warrants”) to purchase 187,851 shares of the
Company’s common stock, par value $.0025 per share (the “Common
Stock”), which equals the Loan Amount divided by eighty (80%) percent of
the Exercise Price (as defined in Section 1 hereof), 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.
   Warrants. The Company hereby grants to the Warrant Holder, subject to
the terms set forth herein, the right to purchase from the Company at any time and
from time to time after the date hereof until 5:00 p.m., New York City local time, on
December 10, 2012 (the “Expiration Date”), up to 187,851 fully paid and
non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3
hereof (the “Shares”), which number of Shares equals the Loan Amount divided
by eighty (80%) percent of the Exercise Price. Notwithstanding the foregoing, the
Warrants shall only be exercisable to the extent that shares of Common Stock issuable on
exercise of the Warrants, when aggregated with (i) the Company’s outstanding shares
of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on
conversion or exercise, as the case may be, of notes, warrants and stock options
outstanding as of the date hereof, would not exceed the number of shares authorized
under the Company’s Restated Certificate of Incorporation, as amended. The Company
shall promptly cause its Restated Certificate of Incorporation, as amended, to be
further amended to increase the number of shares of Common Stock authorized thereunder
as shall be sufficient for reserving and making available shares of Common Stock
issuable upon the exercise in full of the Warrants issued to the Warrant holder
hereunder. For purposes of this Agreement, the “Exercise Price” shall
initially be $1.852, which is equal to the average of the closing bid prices of the
Common Stock for the ten (10) consecutive trading days immediately preceding July 30,
2002, subject to any adjustments 













	pursuant to Section 3 hereof.




	          2.
   Exercise of Warrants.





	                    2.1
   Exercise. The Warrants may be exercised by the Warrant Holder, in whole or in part,
by delivering the Notice of Exercise purchase form, attached as Exhibit A hereto,
duly executed by the Warrant Holder to the Company at its principal office, or at such
other office as the Company may designate, accompanied by payment, in cash or by wire
transfer or check payable to the order of the Company, of the amount obtained by
multiplying the number of Shares designated in the Notice of Exercise by the
Exercise Price (the “Purchase Price”). The Purchase Price may also be
paid, in whole or in part, by delivery of such purchase form and of shares of
Common Stock owned by the Warrant Holder having a Fair Market Value (as defined in
Section 2.3 hereof) on the last trading day ending the day immediately preceding the
Exercise Date (as defined below) equal to the portion of the Purchase Price being paid
in such shares. In addition, the Warrants may be exercised, pursuant to a cashless
exercise, except as set forth in Section 3.3(4) below, by providing irrevocable
instructions to the Company, through delivery of the aforesaid purchase form with an
appropriate reference to this Section 2.1 to issue the number of shares of the Common
Stock equal to the product of (a) the number of shares as to which the Warrants are
being exercised multiplied by (b) a fraction, the numerator of which is the Fair
Market Value of a share of the Common Stock on the last business day preceding the
Exercise Date less the Exercise Price therefore and the denominator of which is such
Fair Market Value. For purposes hereof, “Exercise Date” shall mean the date
on which all deliveries required to be made to the Company upon exercise of Warrants
pursuant to this Section 2.1 shall have been made.




	                    2.2
   Issuance of Certificates. As soon as practicable after the exercise of the Warrants
(in whole or in part) in accordance with Section 2.1 hereof, the Company, at its
expense, shall cause to be issued in the name of and delivered to the Warrant Holder
(i) a certificate or certificates for the number of fully paid and non-assessable
Shares to which the Warrant Holder shall be entitled upon such exercise and (if
applicable) (ii) a new warrant agreement of like tenor to purchase all of the
Shares that may be purchased pursuant to the portion, if any, of the Warrants not
exercised by the Warrant Holder. The Warrant Holder shall for all purposes be
deemed to have become the holder of record of such Shares on the date on which the
Notice of Exercise and payment of the Purchase Price in accordance with Section
2.1 hereof were delivered and made, respectively, irrespective of the date of
delivery of such certificate or certificates, except that if the date of such
delivery, notice and payment is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of record of such
Shares at the close of business on the next succeeding date on which the stock
transfer books are open.




	                    2.3
         Fair Market Value. The “Fair Market Value”
      of a share of Common Stock on any day means: (a) if the principal market
      for the Common Stock is The Nasdaq National Market or any other national
      securities exchange, the last sales price of the Common Stock on such day
      as reported by such exchange or market, or on a consolidated tape reflecting
      transactions on such exchange or market, or (b) if the principal market
      for the Common Stock is not a national securities exchange or The Nasdaq
      National Market and the Common Stock is quoted on the National Association
      of Securities Dealers Automated Quotations System, the mean between the
      closing bid and the closing asked prices for the Common Stock on such day
      as 




 
	 	
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	quoted on such System, or (c) if the Common Stock is not
      quoted on the National Association of Securities Dealers Automated Quotations
      System, the mean between the highest bid and lowest asked prices for the
      Common Stock on such day as reported by Pink Sheets LLC; provided,
      however, that if none of (a), (b) or (c) above is applicable, or
      if no trades have been made or no quotes are available for such day, the
      Fair Market Value of the Common Stock shall be reasonably determined, in
      good faith, by the Board of Directors of the Company (the “Board of
      Directors”).




	          3.
   Adjustments.




	                    3.1
   Stock Splits, Stock Dividends and Combinations. If the Company at any time subdivides
the outstanding shares of the Common Stock or issues a stock dividend (in Common Stock)
on the outstanding shares of the Common Stock, the Exercise Price in effect
immediately prior to such subdivision or the issuance of such stock dividend shall
be proportionately decreased, and the number of Shares subject hereto shall be
proportionately increased, and if the Company at any time combines (by reverse stock
split or otherwise) the outstanding shares of Common Stock, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased, and
the number of Shares subject hereto shall be proportionately decreased, effective at
the close of business on the date of such subdivision, stock dividend or combination, as
the case may be.




	                    3.2
   Merger or Consolidation. In the case of any consolidation of the Company with, or
merger of the Company with or into another entity (other than a consolidation or
merger which does not result in any reclassification or change of the outstanding
capital stock of the Company), the entity formed by such consolidation or merger
shall execute and deliver to the Warrant Holder a supplemental warrant agreement
providing that the Warrant Holder of the Warrants then outstanding or to be
outstanding shall have the right thereafter (until the expiration of such Warrants)
to receive, upon exercise of such Warrants, the kind and amount of shares of capital
stock and other securities and property receivable upon such consolidation or merger
by a holder of the number of Shares for which such Warrants might have been exercised
immediately prior to such consolidation or merger. Such supplemental warrant
agreement shall contain provisions which shall be identical to the adjustments
provided in Section 3.1 hereof and to the provisions of Section 10 hereof. This
Section 3.2 shall similarly apply to successive consolidations or mergers.




	                    3.3
        The Exercise Price shall also be subject to adjustment as follows:




	                           (1)
   Special Definitions. For purposes of this Section 3.3, the following
definitions shall apply:




	                                   (A)
“Options”  shall mean  rights,  options or warrants to  subscribe  for,
purchase or otherwise acquire Common Stock or Convertible Securities.




	                                   (B)
“Original Issue Date” shall mean the date of this Agreement.




	                                   (C)
“Convertible  Securities”  shall  mean any  evidence  of  indebtedness,  shares
of capital stock (other than Common Stock) or other  securities  convertible into or
exchangeable for Common  Stock.




 
	 	
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	                                   (D)
“Additional  Shares of Common  Stock”  shall  mean all shares of Common  Stock
issued by the Company on or after the Original  Issue Date,  other than shares of Common
Stock issued at any  time:




	                                           (i)
pursuant  to  the  exercise  of  options,  warrants  or  other  Common Stock  purchase
rights issued (or to be issued) to employees,  officers or directors of, or  consultants
or  advisors to, or any  strategic  ally of, the Company  pursuant to any stock  purchase
or stock option plan or other  arrangement approved by the Board of Directors;




	                                           (ii)
pursuant to the exercise of options,  warrants or  Convertible  Securities outstanding as
of the Original Issue Date; or




	                                           (iii)
in connection  with the  acquisition of all or part of another  entity by stock
acquisition,  merger,  consolidation or other reorganization,  or by the purchase of all
or part of  the assets of such other entity  (including  securities  issued to persons
formerly  employed by such other entity  and subsequently  hired by the Company and to
any brokers or finders in connection  therewith) where the Company or  its  stockholders
own more than fifty (50%)  percent of the voting power of the acquired,  surviving,
combined or  successor company.




	                    (2)
   Issuance of Options and Convertible Securities. In the event the Company at any time
or from time to time after the Original Issue Date shall issue any Options (other
than any additional warrants issued to the Warrant Holder or any affiliate thereof in
accordance with the terms and provisions of the Note Purchase Agreement) or Convertible
Securities without consideration or for a consideration per share less than the
then-applicable Exercise Price, then and in such event, such Exercise Price
shall be reduced, concurrently with such issue, to a price (calculated to the
nearest cent) determined by multiplying the then-applicable Exercise Price by a
fraction, (i) the numerator of which shall be the number of shares of Common Stock
issued and outstanding (on a fully-diluted basis) immediately prior to such
issuance plus the quotient obtained by dividing (x) the aggregate consideration
received or to be received by the Company for the total number of Additional Shares of
Common Stock issuable upon the exercise, conversion or exchange of such Options or
Convertible Securities by (y) the Exercise Price, and (ii) the denominator of which
shall be the number of shares of Common Stock issued and outstanding (on a
fully-diluted basis) immediately prior to such issuance plus the number of Additional
Shares of Common Stock issuable upon the exercise, conversion or exchange of such
Options or Convertible Securities. Upon each such adjustment of the
then-applicable Exercise Price pursuant to the provisions of this Section 3.3(2),
the number of Warrant Shares purchasable upon the exercise of each Warrant shall be
adjusted to the nearest full amount by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares purchasable upon the exercise of each Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.




	                    (3)
   Adjustment of Exercise Price Upon Issuance of Additional Shares of
Common Stock.  In the event the Company, after the Original Issue Date, shall issue
Additional  Shares of Common Stock without consideration or for a consideration per share
less than  the then-applicable Exercise Price, then and in such event, such Exercise
Price  shall be reduced, concurrently with such issue, to a price (calculated to the
nearest cent) determined by 




 
	 	
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	multiplying the then-applicable Exercise Price
by a  fraction, (i) the numerator of which shall be the number of shares of Common Stock
issued and outstanding (on a fully-diluted basis) immediately prior to such issuance
plus the quotient obtained by dividing (x) the aggregate consideration received by  the
Company for the total number of Additional Shares of Common Stock so issued by (y)  the
Exercise Price, and (ii) the denominator of which shall be the number of shares  of
Common Stock issued and outstanding (on a fully-diluted basis) immediately prior  to such
issuance plus the number of Additional Shares of Common Stock so issued. Upon  each such
adjustment of the then-applicable Exercise Price pursuant to the provisions  of this
Section 3.3(3), the number of Warrant Shares purchasable upon the exercise  of each
Warrant shall be adjusted to the nearest full amount by multiplying a number  equal to
the Exercise Price in effect immediately prior to such adjustment by the  number of
Warrant Shares purchasable upon the exercise of each Warrant immediately  prior to such
adjustment and dividing the product so obtained by the adjusted Exercise  Price.




	                    (4)
   Adjustment of Exercise Price Upon Adverse Market Conditions. Notwithstanding anything
to the contrary contained herein, if at any time after the Original Issue Date,
the average of the closing bid prices of the Common Stock for any ten (10) consecutive
trading days (the “Ten-Day Average”) shall be less than the product
obtained by multiplying (x) seventy-five (75%) percent times (y) the Exercise
Price otherwise then in effect (the “Adverse Market Price”), then such
Ten-Day Average may, subject to the terms of this Section 3.3(4), become and
constitute the adjusted Exercise Price (the “Adjusted Exercise Price”), and
the Warrants may be exercised, in whole or in part, by the Warrant Holder at the
Adjusted Exercise Price. To exercise all or any portion of the Warrants at the
Adjusted Exercise Price, the Warrant Holder shall (i) deliver written notice (the
“Adverse Market Price Notice”) of such intent to the Company during such time
as the Ten-Day Average shall remain equal to or below the Adverse Market Price and (ii)
provide payment by cash or wire transfer of immediately available funds in respect of
such Warrants to be exercised to the Company within five (5) trading days after
delivery of the Adverse Market Price Notice. The Ten-Day Average based on the ten
(10) consecutive trading days ending on the date that the Adverse Market Price
Notice shall have been delivered by the Warrant Holder shall be the Adjusted
Exercise Price, unless (A) the Warrant Holder shall not deliver the applicable
payment by cash or wire transfer within the five (5) trading days following delivery
of the Adverse Market Price Notice or (B) the Warrant Holder shall have provided a
new Adverse Market Price Notice during such five (5) trading days period, in which
case the Adjusted Exercise Price shall be adjusted based on the Ten-Day Average
preceding such new Adverse Market Price Notice. The provisions of this Section
3.3(4) shall continue until all of the Warrants shall have been exercised. The number
of Warrant Shares shall not be adjusted as a result of any adjustment of the
then-applicable Exercise Price pursuant to the provisions of this Section 3.3(4).




	                    (5)
   Determination of Consideration. For purposes of this Section 3, the
consideration received by the Company for the issue of any Additional Shares of Common
Stock shall be computed as follows:




	                           (A)
Cash and Property.  Such consideration shall:




	                                  (i)
      insofar as it consists of cash, be computed at the net amount of cash received
      by the Company excluding expenses, discounts and commissions 




 
	 	
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	payable by the Company  in  connection with such
issuance or sale and amounts paid or payable for accrued  interest.




	                                         (ii)
      insofar as it consists of property other than cash, be computed at the fair
      value thereof at the time of such issue, as reasonably determined in good
      faith by the Board of Directors net of expenses as set forth in clause (i)
      above; and




	                                         (iii)
      in the event Additional Shares of Common Stock are issued together with
      other shares or securities or other assets of the Company for consideration
      that covers both cash and property other than cash, the proportion of such
      consideration so received, computed as provided in clauses (i) and (ii)
      above, shall be as reasonably determined in good faith by the Board of Directors.




	                                   (B)
Options  and  Convertible  Securities.  The  consideration  per  share  received by the
Company for the issuance of Options or Convertible  Securities  pursuant to Section
3.3(2) shall be  determined by dividing:




	                                         (i)
      the total amount, received by the Company as consideration for the issuance
      of such Options or Convertible Securities, plus the minimum aggregate amount
      of additional consideration payable to the Company upon the exercise of
      such Options or the conversion or exchange of such Convertible Securities,
      or in the case of Options for Convertible Securities, the exercise of such
      Options for Convertible Securities and the conversion or exchange of such
      Convertible Securities (subject to any adjustments in the exercise price
      thereof), by




	                                        (ii)
      the number of shares of Common Stock issuable upon the exercise of such
      Options or the conversion or exchange of such Convertible Securities or,
      in the case of Options for Convertible Securities, the exercise of such
      Options for Convertible Securities and the conversion or exchange of such
      Convertible Securities.




	                    3.4
   Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment
of the Exercise Price pursuant to this Section 3, the Company, at its expense,
shall promptly compute such adjustment or readjustment of the Exercise Price in
accordance with the terms hereof and furnish to each Holder of Warrants a certificate
setting forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based, including a statement of (i) the
consideration received or deemed to be received by the Company for any Additional
Shares of Common Stock issued or deemed to have been issued, (ii) the Exercise
Price in effect immediately prior to such adjustment or readjustment, (iii) the
number of Additional Shares of Common Stock issued or deemed to have been issued
and (iv) the number of shares of Common Stock and the amount, if any, of other
securities or property that at the time would be received upon the exercise of the
Warrants. The Company shall, upon the written request at any time of any Holder of
Warrants, furnish or cause to be furnished to such Holder a like certificate
setting forth (x) all adjustments and readjustments of the Exercise Price since the
Original Issue Date and (y) the Exercise Price then in effect.




	                    3.5
   Assurances With Respect to Exercise Rights. The Company shall not, by amendment of
its Certificate of Incorporation or By-laws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary 




 
	 	
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	action,  avoid or seek to avoid  the  observance
or  performance of any of the terms to be observed or performed  hereunder by the
Company,  but shall at  all times,  in good faith,  assist in the carrying out of all the
provisions of this Agreement and in taking of all  such actions as may be  necessary or
appropriate  in order to protect the  exercise  rights of the Warrant  Holder  against
impairment or dilution.




	          4.
   Transfers.




	                    4.1
   Unregistered Securities. The Warrant Holder hereby acknowledges and agrees that the
Warrants and the Shares have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), and are “restricted securities”
under the Securities Act inasmuch as they are being acquired in a transaction not
involving a public offering, and the Warrant Holder agrees not to sell, pledge,
distribute, offer for sale, transfer or otherwise dispose of the Warrants or any
Shares issued upon exercise of the Warrants in the absence of (a) an effective
registration statement under the Act as to the Warrants or such Shares and
registration and/or qualification of the Warrants or such Shares under any applicable
Federal or state securities law then in effect or (b) an opinion of counsel, reasonably
satisfactory to the Company, that such registration and qualification are not required.




	                    4.2
   Transferability. Subject to the provisions of Section 4.1 hereof, the rights under
this Agreement are freely transferable, in whole or in part, by the Warrant Holder,
and such transferee shall have the same rights hereunder as the Warrant Holder.




	                    4.3
   Warrant Register. The Company will maintain a register containing the names and
addresses of the Warrant Holders of the Warrants. Until any transfer of Warrants
in accordance with this Agreement is reflected in the warrant register, the Company
may treat the Warrant Holder as the absolute owner hereof for all purposes. Any
Warrant Holder may change such Warrant Holder’s address as shown on the warrant
register by written notice to the Company requesting such change.




	           5.
         No Fractional Shares. Any adjustment in the number
      of Shares purchasable hereunder shall be rounded to the nearest whole share.




	          6.
   Investment Representations. The Warrant Holder agrees and acknowledges
that it is acquiring the Warrants and will be acquiring the Shares for its own
account and not with a view to any resale or distribution other than in
accordance with Federal and state securities laws. The Warrant Holder is an
“accredited investor” within the meaning of Rule 501(a) of Regulation
D promulgated under the Securities Act.




	          7.
   Covenants as to the Shares. The Company covenants and agrees that,
subject to Sections 6.2(a) of the Note Purchase Agreement, the shares of Common
Stock issuable upon exercise of the Warrants, will, upon issuance in accordance
with the terms hereof, be duly and validly issued and outstanding, fully paid
and nonassessable, with no personal liability attaching to the ownership
thereof, and free from all taxes, liens and charges with respect to the issuance
thereof imposed by or through the Company; provided, however, that
the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any certificates in
respect of such shares in a name other than that of the Warrant Holder and the
Company shall not be required to issue or deliver such certificates unless or
until 




 
	 	
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	the person(s) requesting the issuance thereof
shall have paid to the  Company the amount of such tax or it shall be established to the
satisfaction of  the Company that such tax has been paid. The Company further covenants
and  agrees that the Company will at all times have authorized and reserved, free  from
preemptive rights imposed by or through the Company, a sufficient number of  shares of
Common Stock to provide for the exercise of the rights represented  under this Agreement.




	          8.
   Legend. Any certificate evidencing the Shares issuable upon exercise
hereof will bear a legend indicating that such securities have not been
registered under the Securities Act or under any state securities laws and may
not be sold or offered for sale in the absence of an effective registration
statement as to the securities under the Securities Act and any applicable state
securities law or an opinion of counsel reasonably satisfactory to the Company
that such registration is not required.




	          9.
   Rights Applicable to the Warrant Shares. The parties hereby acknowledge
and agree that the Shares, when issued in accordance with the terms hereof,
shall be entitled to all of the same rights and privileges provided to the
Company’s capital stock issued upon conversion of the Note, as set forth in
the Note Purchase Agreement.




	          10.
   Dividends and Other Distributions. In the event that the Company shall,
at any time prior to the exercise of all Warrants, declare a dividend (other
than a dividend consisting solely of shares of Common Stock) or otherwise
distribute to its stockholders any assets, properties, rights, evidence of
indebtedness, securities (other than shares of Common Stock), whether issued by
the Company or by another, or any other thing of value, the Warrant Holder shall
thereafter be entitled, in addition to the shares of Common Stock or other
securities and property receivable upon the exercise thereof, to receive, upon
the exercise of such Warrants, the same property, assets, rights, evidences of
indebtedness, securities or any other thing of value that the Warrant Holder
would have been entitled to receive at the time of such dividend or distribution
as if the Warrants had been exercised immediately prior to such dividend or
distribution. At the time of any such dividend or distribution, the Company
shall make (and maintain) appropriate reserves to ensure the timely performance
of the provisions of this Section 10.




	          11.
   Miscellaneous.





	                    11.1
   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
by the Warrant Holder.




	                    11.2
   Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York.




	                    11.3
   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, when
telexed, 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):




 
	 	
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	(i) 	 If
to the Company:






	
	The Immune
Response Corporation
  5935 Darwin Court
  Carlsbad, CA  92008  
Attention:  President

Facsimile:  (760) 431-8636





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




	
 	Pillsbury Winthrop
LLP  
50 Fremont Street 
 San Francisco, CA  94105 
 Attention:  Thomas E. Sparks, Esq.

Facsimile:  (415) 983-7396




	(ii)
    	 If
to the Warrant Holder:




	
 	Cheshire Associates
LLC
  535 Madison Avenue  
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:




	
 	Kirkpatrick & Lockhart
LLP  
1251 Avenue of the Americas, 45th Floor  
New York, NY  10020-1104  
Attention:
Stephen R. Connoni, Esq./Sandip Kakar, Esq.  
Facsimile:  (212) 536-3901




	                    11.4
   Headings. The headings in this Agreement are for convenience of reference only, and
shall not limit or otherwise affect the terms hereof.




	                    11.5
   Closing of Books. The Company will at no time close its transfer books against the
transfer of any Shares issued or issuable upon the exercise of the Warrants in a manner
that interferes with the timely exercise of the Warrants.




	                    11.6
   No Rights or Liabilities as a Stockholder. Subject to Section 6.2(a) of the Note
Purchase Agreement, this Agreement shall not entitle the Warrant Holder hereof to
any voting rights or other rights as a stockholder of the Company with respect to
the Shares prior to the exercise of the Warrants. No provision of this Agreement,
in the absence of affirmative action by the Warrant Holder to purchase the Shares, and
no mere enumeration herein of the rights or privileges of the Warrant Holder,
shall give rise to any liability of such Holder for the Exercise Price or as a
stockholder of the Company, whether such liability is asserted by the Company or by
creditors of the Company.




	                    11.7
   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. 




 
	 	
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	                    11.8
   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.




	[SIGNATURE PAGE FOLLOWS]





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





	 	THE IMMUNE RESPONSE CORPORATION







	 	By:_______________________________
      

           Name:___________________________

           Title:____________________________ 






	 	CHESHIRE ASSOCIATES LLC







	 	By:_______________________________
      

           Name:___________________________

           Title: ___________________________





 
	 	
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	EXHIBIT A





	NOTICE OF EXERCISE





	(To be signed only on exercise of
any of the Warrants)





	                    Dated:________________________




	                    To:
The Immune Response Corporation




	                    The
undersigned,  pursuant to the provisions set forth in the attached Warrant Agreement,
hereby  irrevocably elects to (check one of the following):




	                    [_]
       purchase ____________ shares of Common Stock covered by such Warrant
      Agreement and herewith makes a cash payment of $_____________, representing
      the full purchase price for such shares at the price per share provided
      for in such Warrant Agreement.




	                    [_]
       purchase ____________ shares of Common Stock covered by such Warrant
      Agreement and herewith delivers ___________ shares of Common Stock having
      a Fair Market Value (as defined in such Warrant Agreement) as of the last
      trading day preceding the date hereof, of $______, representing the full
      purchase price for such shares at the price per share provided for in such
      Warrant Agreement.




	                    [_]
       acquire in a cashless exercise _____ shares of Common Stock pursuant
      to the terms of Section 2.1 of such Warrant Agreement.




	                    Please
issue a certificate or certificates  representing  such shares of Common Stock in the
name  of the undersigned or in such other name as is specified below.




	Signature:___________________________




	Name (print):________________________




	Title (if applicable):____________________




	Company (if applicable):_________________