Prepared by MERRILL CORPORATION




Exhibit 4.2  



	 
	 	 
	 	 

	 	 	THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.	 	 




THE IMMUNE RESPONSE CORPORATION

8% CONVERTIBLE SECURED PROMISSORY NOTE  



	 
	 	 

	$2,000,000	 	New York, New York

February 14, 2002





        FOR
VALUE RECEIVED, the undersigned, The Immune Response Corporation, a Delaware corporation (the "Issuer"), hereby unconditionally promises to pay on the Note Maturity Date (as defined
in that certain Note Purchase Agreement, dated November 9, 2001, by and between the Purchaser (as defined below), Kevin Kimberlin Partners, L.P. and the Issuer, as amended by Amendment
No. 1 dated as of February 14, 2002 (the "Note Purchase Agreement")) to the order of
Oshkim Limited Partnership, a Delaware limited partnership (the "Purchaser"), at the office of the Purchaser located at 535 Madison Avenue, 18th Floor, New York, New York 10022, or such
other address designated by the Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) Two Million Dollars ($2,000,000) or
(b) if less as a result of any voluntary conversion(s) of this Note in part in accordance with Section 3.4 of the Note Purchase Agreement, the aggregate unpaid principal amount of this
Note. Subject to Section 3.4 of the Note Purchase Agreement, the Issuer further agrees to pay interest on the unpaid principal amount outstanding hereunder from time to time, from the date
hereof, in like money, at the rate of eight (8%) percent per annum, as and at the dates specified in Section 3.3 of the Note Purchase Agreement. 


        This
Note is the promissory note referred to in the Note Purchase Agreement, and is entitled to the benefits thereof, is secured as provided therein (and as provided in that certain
Intellectual Property Security Agreement, dated November 9, 2001, executed by the Issuer) and is subject to conversion as set forth therein. In the event of any conflict between the Note
Purchase Agreement and this Note, the terms and provisions of the Note Purchase Agreement shall govern. 


        Upon
the occurrence of any one or more of the Events of Default specified in the Note Purchase Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable, all as provided in the Note Purchase Agreement. 


        Subject
to the provisions of the legend above, this Note is freely transferable, in whole or in part, by the Purchaser, and such transferee shall have the same rights hereunder as the
Purchaser. The Issuer may not assign or delegate any of its obligations under this Note without the prior written consent of the Purchaser (or its successor, transferee or assignee). 


        All
parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all
other notices of any kind. 


        Subject
to Section 3.3 of the Note Purchase Agreement, the Issuer agrees to pay all of the Purchaser's expenses, including reasonable attorneys' costs and fees, incurred in
collecting sums due under this Note. 





 



        This
Note shall be subject to prepayment only in accordance with the terms of the Note Purchase Agreement. 


        This
Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 



	 	 	THE IMMUNE RESPONSE CORPORATION
	

 	
 	

By:	
 	


	 	 	 	 	Name:	

	 	 	 	 	Title:	





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