Exhibit 10.118



	EXHIBIT 10.118




	WARRANT AGREEMENT




	          WARRANT
AGREEMENT (this “Agreement”), dated as of November 20, 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, the Warrant Holder has agreed to loan
to the Company $200,000 Dollars (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 [_________] 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 November 12, 2012 (the “Expiration Date”),
      up to [_________] 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 $[_____], which is equal to the average of the closing bid prices of
      the Common Stock for the ten (10) consecutive trading days immediately preceding
      the date hereof, 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 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 




 
	 	
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	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:





	 	Oshkim Limited Partnership

      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]





	          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):_________________