EX-10.178






 Exhibit 10.178



INVESTOR REGISTRATION RIGHTS AGREEMENT




THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2005, by
and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “Company”), and the
undersigned investors listed on Schedule I attached hereto (each, an “Investor” and
collectively, the “Investors”).



WHEREAS:



A. In connection with the Securities Purchase Agreement by and among the parties hereto of
even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the
terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the
Investors secured convertible debentures (the “Convertible Debentures”) which shall be
convertible into that number of shares of the Company’s common stock, par value $0.0025 per share
(the “Common Stock”), pursuant to the terms of the Securities Purchase Agreement for an
aggregate purchase price of up to Two Million Dollars ($2,000,000). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Securities Purchase Agreement.



B. To induce the Investors to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investors hereby agree as follows:



1. DEFINITIONS.



As used in this Agreement, the following terms shall have the following meanings:



(a) “Person” means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.



(b) “Register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration Statements (as defined
below) in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous or delayed basis (“Rule
415”), and the declaration or ordering of effectiveness of such Registration Statement(s) by
the United States Securities and Exchange Commission (the “SEC”).



(c) “Registrable Securities” means the shares of Common Stock issuable to the
Investors upon conversion of the Convertible Debentures pursuant to the Securities Purchase
Agreement and the Warrant Shares, as this term is defined in the Securities Purchase Agreement
dated the date hereof.



(d) “Registration Statement” means a registration statement under the Securities Act
which covers the Registrable Securities.



2. REGISTRATION.



(a) Subject to the terms and conditions of this Agreement, the Company shall prepare and file,
on, or before, September 7, 2005 (the “Scheduled Filing Deadline”), with the SEC a
registration statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under
the Securities Act (the “Initial Registration Statement”) for the resale by the Investors
of the Registrable Securities, which includes at least 2,083,531 shares of Common Stock to be
issued upon conversion of the Convertible Debentures and the Warrant Shares. The Company shall
cause the Registration Statement to remain effective until all of the Registrable Securities have
been sold or are eligible for sale under Rule 144(k). Prior to the filing of the Registration
Statement with the SEC, the Company shall furnish a copy of the Initial Registration Statement to
the Investors for their review and comment. The Investors shall furnish comments on the Initial
Registration Statement to the Company within twenty-four (24) hours of the receipt thereof from the
Company.



(b) Effectiveness of the Initial Registration Statement. The Company shall use its
best efforts (i) to have the Initial Registration Statement declared effective by the SEC no later
than one hundred twenty (120) days after the date filed (the “Scheduled Effective
Deadline”) and (ii) to insure that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the Registrable Securities have been sold, or
are eligible for sale under Rule 144(k) subject to the terms and conditions of this Agreement. It
shall be an event of default hereunder if the Initial Registration Statement is not declared
effective by the SEC within one hundred fifty (150) days after filing thereof.



(c) Failure to File or Obtain Effectiveness of the Registration Statement. In the
event the Registration Statement is not filed by the Scheduled Filing Deadline or is not declared
effective by the SEC on or before the Scheduled Effective Date, or if after the Registration
Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration
Statement (whether because of a failure to keep the Registration Statement effective, failure to
disclose such information as is necessary for sales to be made pursuant to the Registration
Statement, failure to register sufficient shares of Common Stock or otherwise, but not including a
Blackout Period (as defined in Section 3(e)) then as partial relief for the damages to any holder
of Registrable Securities by reason of any such delay in or reduction of its ability to sell the
underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies at law
or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”) to the
holder, at the holder’s option, either a cash amount or shares of the Company’s Common Stock within
three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value
of the Convertible Debentures outstanding as Liquidated Damages for each thirty (30) day period
after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be.



(d) Liquidated Damages. The Company and the Investor hereto acknowledge and agree
that the sums payable under subsection 2(c) above shall constitute liquidated damages and not
penalties and are in addition to all other rights of the Investor, including the right to call a
default. The parties further acknowledge that (i) the amount of loss or damages likely to be
incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such
subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to,
the probable loss likely to be incurred in connection with any failure by the Company to obtain or
maintain the effectiveness of a Registration Statement, (iii) one of the reasons for the Company
and the Investor reaching an agreement as to such amounts was the uncertainty and cost of
litigation regarding the question of actual damages, and (iv) the Company and the Investor are
sophisticated business parties and have been represented by sophisticated and able legal counsel
and negotiated this Agreement at arm’s length.



3. RELATED OBLIGATIONS.



(a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all
times until the date on which the Investor shall have sold (or could sell under Rule 144(k)) all
the Registrable Securities covered by such Registration Statement (the “Registration
Period”), which Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading.



(b) The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with
such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. In the case of amendments and supplements to
a Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q
or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company shall incorporate such report by reference into the
Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on
the same day on which the Exchange Act report is filed which created the requirement for the
Company to amend or supplement the Registration Statement.



(c) The Company shall furnish to each Investor whose Registrable Securities are included in
any Registration Statement, without charge, (i) at least one (1) copy of such Registration
Statement as declared effective by the SEC and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, all exhibits and each
preliminary prospectus, (ii) ten (10) copies of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of copies as such
Investor may reasonably request) and (iii) such other documents as such Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities
owned by such Investor.



(d) The Company shall use its best efforts to (i) register and qualify the Registrable
Securities covered by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as any Investor reasonably requests, (ii) prepare and file
in those jurisdictions, such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (w) make any change to its articles of incorporation or
by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify each Investor who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the
United States or its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.



(e) As promptly as practicable after becoming aware of such event or development, the Company
shall notify each Investor in writing of the happening of any event as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an untrue statement of
a material fact or omission to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material, nonpublic
information), and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission, and deliver ten (10) copies of such supplement or
amendment to each Investor. Notwithstanding any provision of this Agreement to the contrary, if
the Company makes such a notification, the Company may suspend the use of any prospectus contained
in any Registration Statement for periods not to exceed thirty (30) business days in any three
month period or two periods not to exceed an aggregate of sixty (60) business days in any 12 month
period (“Blackout Period”) in the event that the Company determines, after consultation
with outside legal counsel, in the exercise of its reasonable discretion, that sales of Registrable
Securities thereunder could constitute violations of the Securities Act due to the Registration
Statement containing an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. In each case the Company shall use
commercially reasonable efforts to remedy the deficiency in the Registration Statement within
thirty (20) business days. The Company shall also promptly notify each Investor in writing (i)
when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when
a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to each Investor by facsimile on the same day of such
effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration
Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate.



(f) The Company shall use its best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of the qualification of
any of the Registrable Securities for sale in any jurisdiction within the United States of America
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify each Investor who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of actual notice of
the initiation or threat of any proceeding for such purpose.



(g) At the reasonable request of any Investor, the Company shall furnish to such Investor, on
the date of the effectiveness of the Registration Statement and thereafter from time to time on
such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in a PIPEs resale public offering, and
(ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in a PIPEs resale
public offering, addressed to the Investors.



(h) The Company shall make available for inspection by (i) any Investor and (ii) one (1) firm
of accountants or other agents retained by the Investors (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent corporate documents and properties of the
Company (collectively, the “Records”), as shall be reasonably deemed necessary by each
Inspector, and cause the Company’s officers, directors and employees to supply all information
which any Inspector may reasonably request; provided, however, that each Inspector shall agree, and
each Investor hereby agrees, to hold in strict confidence and shall not make any disclosure (except
to an Investor) or use any Record or other information which the Company determines in good faith
to be confidential, and of which determination the Inspectors are so notified, unless (a) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the Securities Act, (b) the release of such
Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Investor has knowledge. Each Investor agrees that it shall, upon
learning that disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential.



(i) The Company shall hold in confidence and not make any disclosure of information concerning
an Investor provided to the Company unless (i) disclosure of such information is necessary to
comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon learning that disclosure of such
information concerning an Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written notice to such Investor and allow such
Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.



(j) The Company shall use its best efforts either to cause all the Registrable Securities
covered by a Registration Statement (i) to be listed on each securities exchange or the Nasdaq
SmallCap Market on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of
such exchange or the Nasdaq SmallCap Market or (ii) the inclusion for quotation on the National
Association of Securities Dealers, Inc. OTC Bulletin Board for such Registrable Securities. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this
Section 3(j).



(k) The Company shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the Investors may reasonably request and
registered in such names as the Investors may request.



(l) The Company shall use its best efforts to cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.



(m) The Company shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a
twelve (12) month period beginning not later than the first day of the Company’s fiscal quarter
next following the effective date of the Registration Statement.



(n) The Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder.



(o) Within two (2) business days after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.



(p) The Company shall take all other reasonable actions necessary to expedite and facilitate
disposition by the Investors of Registrable Securities pursuant to a Registration Statement.



4. OBLIGATIONS OF THE INVESTORS.



Each Investor agrees not to resell any Registrable Securities except pursuant to an effective
registration statement (including prospective delivery) or pursuant ot an available exemption from
the registration requirements of the Securities Act. Each Investor agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described in Section 3(f) or
the first sentence of 3(e), such Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until
such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3(e) or receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary, if the Investor so requests in writing, the Company shall cause its
transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any
sale of Registrable Securities with respect to which an Investor has entered into a contract for
sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(f) or the first sentence of 3(e) and for which the Investor has not
yet settled.



5. EXPENSES OF REGISTRATION.



All expenses incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers, legal and accounting fees shall be paid by the Company.



6. INDEMNIFICATION.



With respect to Registrable Securities which are included in a Registration Statement under
this Agreement:



(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Investor, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls any Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; (ii) any
untrue statement or alleged untrue statement of a material fact contained in any final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact necessary to make
the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or
any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse the Investors and each such
controlling person promptly as such expenses are incurred and are due and payable, for any legal
fees or disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (w) shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material fact contained in
the prospectus was corrected and such new prospectus was delivered to the Investor prior to the
Investor’s use of the prospectus to which the claim relates, (x) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by such Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be delivered the prospectus made
available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9 hereof.



(b) In connection with a Registration Statement, each Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors, each of its officers, employees,
representatives, or agents and each Person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any
Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement or is based on a failure by the
Investor to deliver or cause to be delivered the prospectus; and, subject to Section 6(d), such
Investor will reimburse any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of such Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a
result of the sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by
the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall
not inure to the benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the prospectus was corrected and such new prospectus was delivered to each
Investor prior to such Investor’s use of the prospectus to which the Claim relates.



(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than
one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such claim or litigation.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to
all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.



(d) The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred.



(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.



7. CONTRIBUTION.



To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.



8. REPORTS UNDER THE EXHANGE ACT.



With a view to making available to the Investors the benefits of Rule 144 promulgated under
the Securities Act or any similar rule or regulation of the SEC that may at any time permit the
Investors to sell securities of the Company to the public without registration (“Rule 144”)
the Company agrees to:



(a) make and keep public information available, as those terms are understood and defined in
Rule 144;



(b) file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein shall limit the Company’s obligations
under Section 4(c) of the Securities Purchase Agreement) and the filing of such reports and other
documents as are required by the applicable provisions of Rule 144; and



(c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.



9. AMENDMENT OF REGISTRATION RIGHTS.



Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the
written consent of the Company and Investors who then hold at least two-thirds (2/3) of the
Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall
be binding upon each Investor and the Company. No such amendment shall be effective to the extent
that it applies to fewer than all of the holders of the Registrable Securities. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration also is offered to all of the
parties to this Agreement.



10. MISCELLANEOUS.



(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own such Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two (2) or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.



(b) Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



	 	 	 
	If to the Company, to:

	 	The Immune Response Corporation
	 
	 	 
	
 
	 	5391 Darwin Court
	 
	 	 
	
 
	 	Carlsbad, CA 92008
	 
	 	 
	
 
	 	Attention: Michael K. Green
	 
	 	 
	
 
	 	Facsimile: (760) 431-8636
	 
	 	 
	With Copy to:

	 	Heller Ehrman LLP
	 
	 	 
	
 
	 	4530 La Jolla Village Drive, 7th Floor
	 
	 	 
	
 
	 	San Diego, CA 92122
	 
	 	 
	
 
	 	Attention: Hayden J. Trubitt, Esq.
	 
	 	 
	
 
	 	Facsimile: (858) 587-5903






If to an Investor, to its address and facsimile number on the Schedule of Investors attached
hereto, with copies to such Investor’s representatives as set forth on the Schedule of Investors or
to such other address and/or facsimile number and/or to the attention of such other person as the
recipient party has specified by written notice given to each other party five (5) days prior to
the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.



(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



(d) The laws of the State of New Jersey shall govern all issues concerning the relative rights
of the Company and the Investors as its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of New Jersey. Each
party hereby irrevocably submits to the non-exclusive jurisdiction of the Superior Courts of the
State of New Jersey, sitting in Hudson County, New Jersey and federal courts for the District of
New Jersey sitting Newark, New Jersey, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of
this Agreement in that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



(e) This Agreement, the Irrevocable Transfer Agent Instructions, the Securities Purchase
Agreement and related documents including the Convertible Debenture and the Escrow Agreement dated
the date hereof by and among the Company, the Investors set forth on the Schedule of Investors
attached hereto, and David Gonzalez, Esq. (the “Escrow Agreement”) and the Security
Agreement dated the date hereof (the “Security Agreement”) constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the Irrevocable Transfer Agent Instructions, the Securities
Purchase Agreement and related documents including the Convertible Debenture, the Escrow Agreement
and the Security Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.



(f) This Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.



(g) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.



(h) This Agreement may be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



(i) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent and no rules of strict construction will be applied against any party.



(j) This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








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IN WITNESS WHEREOF, the parties have caused this Investor Registration Rights Agreement to be
duly executed as of day and year first above written.



	 	 	 	 	 
	COMPANY:

	 

	THE IMMUNE RESPONSE CORPORATION







	 
	By:

	 

	Name:

	Title:







2



SCHEDULE I




SCHEDULE OF INVESTORS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address/Facsimile
	Name	 	Signature	 	Number of Investors
	 
	 	By: Yorkville Advisors,
	 	 	 	 
	Cornell Capital Partners, LP
	 	LLC
	 	101 Hudson Street – Suite 3700
	 
	 	Its: General Partner
	 	Jersey City, NJ  07303

	 
	 	 	 	 	 	Facsimile: (201) 985-8266

	 
	 	By:
	 	 	 	 
	 
	 	Name: Mark Angelo
	 	 	 	 
	 
	 	Its: Portfolio Manager
	 	 	 	 
	With a copy to:
	 	David Gonzalez, Esq.
	 	101 Hudson Street – Suite 3700
	 
	 	 	 	 	 	Jersey City, NJ 07302

	 
	 	 	 	 	 	Facsimile:           (201) 985-8266







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EXHIBIT A




FORM OF NOTICE OF EFFECTIVENESS




OF REGISTRATION STATEMENT




Attention:




	 	 	 	Re: THE IMMUNE RESPONSE CORP.





Ladies and Gentlemen:



We are counsel to The Immune Response Corp., a Delware corporation (the “Company”),
and have represented the Company in connection with that certain Securities Purchase Agreement (the
“Securities Purchase Agreement”) entered into by and among the Company and the investors
named therein (collectively, the “Investors”) pursuant to which the Company issued to the
Investors securities convertible into shares of its Common Stock, par value $0.0025 per share (the
“Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Investors (the “Investor Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to register the
Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act
of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations
under the Registration Rights Agreement, on      , the Company filed a Registration
Statement on Form      (File No. 333-     ) (the “Registration Statement”) with
the Securities and Exchange SEC (the “SEC”) relating to the Registrable Securities which
names each of the Investors as a selling stockholder there under.



In connection with the foregoing, we advise you that a member of the SEC’s staff has advised
us by telephone that the SEC has entered an order declaring the Registration Statement effective
under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we
have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending
before, or threatened by, the SEC and the Registrable Securities are available for resale under the
Securities Act pursuant to the Registration Statement.




Very truly yours,




[Law Firm]




By:



cc: [LIST NAMES OF INVESTORS]




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