[Confidential Treatment Requested. Confidential Portions of This Agreement have
       been Redacted and have been separately filed with the Commission]

                                                                   Exhibit 10.11

             AMENDMENT NO. 2 TO LICENSE AND COLLABORATION AGREEMENT


THIS AMENDMENT NO. 2 TO LICENSE AND COLLABORATION AGREEMENT (this "Amendment"),
effective as of May 8, 2001 (the "Effective Date") is entered into by and
between THE IMMUNE RESPONSE CORPORATION, a Delaware corporation ("IRC"), and
TRINITY MEDICAL GROUP USA, INC., a Florida corporation ("Trinity"), with respect
to the following facts.

                                    RECITALS

         A. IRC and Trinity Medical Group, Co., Ltd., a Thai limited company
("Trinity Thailand"), entered into the License and Collaboration Agreement dated
as of September 15, 1995, which was amended on September 29, 2000, by the
Amendment No. 1 to License and Collaboration Agreement (the "Amendment No. 1")
(collectively the "Agreement").

         B. Pursuant to the Assignment Agreement dated as of August 3, 2000,
between Trinity Thailand and Trinity, Trinity Thailand assigned to Trinity and
Trinity assumed, all of Trinity Thailand's rights and obligations under the
Agreement.

         C. The parties now desire to amend the Agreement on the terms and
conditions set forth below.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth below, the parties amend the Agreement and otherwise
agree as follows:

                                    ARTICLE 1

                                    AMENDMENT

         1.1 Section 1.8 of the Agreement shall be deleted in its entirety and
restated to read as follows:

                           "Manufacturing Cost" shall mean the fully-burdened
                  cost, expressed on a per unit manufacturing basis, of
                  manufacturing the Product, together with the packaging
                  thereof, including the cost of materials, direct labor and
                  benefits, overhead, all as determined in accordance with
                  generally accepted accounting principles ("GAAP"), and excess
                  capacity related cost, consistent with the manufacturer's
                  accounting practices for other products manufactured.
                  Materials, direct labor and benefits, overhead, and excess
                  capacity related cost shall be further defined as follows:

                                    1.8.1 "Materials" shall include those items
                           which form an integral and direct part of the bulk
                           form of the Product and are necessary for its
                           production, as well as cartons, labels, package
                           inserts and shippers.

                                    1.8.2 "Direct Labor and Benefits" shall
                           include that portion of basic wages, labor and
                           related payroll taxes and employee benefits spent in
                           actual production of the particular Product which can
                           be identified with or charged to the Product.

                                    1.8.3 "Overhead" shall include without
                           limitation all operating expenses incurred by and in
                           support of the particular manufacturing cost centers,
                           purchasing department and quality assurance
                           operations, with respect to the Product, including
                           without limitation the following:

                           -        Indirect labor, related payroll taxes and
                                    employee benefits
                           -        Depreciation
                           -        Taxes
<PAGE>

                           -        Insurance
                           -        Rent
                           -        Repairs and maintenance
                           -        Supplies
                           -        Utilities
                           -        Factory administrative expenses


                                    1.8.4 "Excess Capacity Related Cost" shall
                           include any and all costs, as defined in Sections
                           1.8.1 - 1.8.3 above, that are associated with
                           underutilization of REMUNE(TM)plant capacity that may
                           otherwise be charged to expense in the period
                           incurred.

         1.2 Section 1.18 shall be added to the Agreement as follows:

                           1.18 "Production" shall mean the actual production,
                  as determined at the end of each month, of IRC's current and
                  future manufacturing facility(s) which produces the Product.

         1.3 Section 6.1.2 of the Agreement shall be deleted in its entirety and
restated to read as follows:

                           For Commercial Sale and Distribution. IRC shall
                  manufacture, sell and deliver to Trinity such amounts of the
                  Product, as Trinity reasonably requests pursuant to the
                  provisions of Section 6.4 below, equal to Trinity's
                  requirement of the Product for commercial sale and
                  distribution in the Territory for use in the Field, up to
                  twenty-five percent (25%) of IRC's Production for the Product.
                  In the event Trinity's requirement of the Product for
                  commercial sale and distribution in the Territory for use in
                  the Field exceeds twenty-five percent (25%) of IRC's
                  Production for the Product, Trinity may request such
                  additional amounts of the Product pursuant to the provisions
                  of Section 6.4 below, and IRC, in its sole discretion, may
                  decide to manufacture, sell and deliver to Trinity such
                  additional amounts of the Product.

         1.4 Sections 6.3.1(a), (c) and (d) of the Agreement shall be deleted in
their entirety and restated to read as follows:

                           (a) With respect to clinical development supply under
                  Section 6.1.1 above, after receipt of approval from the
                  governing health authority of Thailand to conduct the
                  applicable human clinical trials in Thailand and approval from
                  the FDA to supply the Product for use therein, IRC shall
                  supply Trinity with such 100 microgram and DTH skin testing
                  doses of the Product and placebo (as set forth in mutually
                  acceptable protocols), for use in human clinical trials in
                  Thailand under the Development Program for a period not to
                  exceed three (3) years after the commencement of human
                  clinical trials in Thailand. IRC shall supply such doses of
                  Product and placebo for use in such human clinical trials in
                  Thailand for not more than 10,000 enrolled patients during
                  such period at no cost to Trinity. If additional Product and
                  placebo is required for use in human clinical trials in
                  Thailand prior to the First Commercial Sale, IRC shall supply
                  such additional Product and placebo as the parties mutually
                  agree in writing, at a purchase price equal to *** percent
                  (***%) of IRC's Manufacturing Cost for the Product and at such
                  purchase price as the parties mutually agree in writing for
                  placebo.

                           (c) With respect to commercial supply under Section
                  6.1.2 above, Trinity shall purchase Product from IRC at a
                  price equal to *** percent (***%) of IRC's Manufacturing Cost
                  for such Product.

                           (d) IRC shall calculate its Manufacturing Cost for
                  the Product in good faith in a manner which reasonably and
                  equitably allocates the cost of Materials, Direct Labor and
                  Benefits, Overhead, and Excess Capacity Related Cost (each as
                  defined in Section 1.8 above) to the Product.

                                      -2-
<PAGE>
         1.5 Article 7 of the Agreement shall be deleted in its entirety.

         1.6 Article 8 of the Agreement shall be deleted in its entirety and
restated to read as follows:

                                    ARTICLE 8

                             REPORTS AND ACCOUNTING

                           8.1 Reports, Exchange Rates. During the term of the
                  Agreement following the First Commercial Sale of the Product,
                  Trinity shall furnish to IRC a quarterly written report
                  showing in reasonably specific detail, on a country by country
                  basis, (a) the quantity of all Product sold or distributed by
                  Trinity, its Affiliates and its sublicensees in the Territory
                  during the reporting period; (b) the withholding taxes, if
                  any, required by law with respect to such sale or
                  distribution; and (c) the date of the First Commercial Sale of
                  the Product in each country in the Territory during the
                  reporting period. Reports shall be due on the thirtieth (30th)
                  day following the close of each quarter. Trinity shall keep
                  complete and accurate records in sufficient detail to properly
                  reflect all sales and distributions of the Product.

                           8.2      Audits for IRC
                                    --------------

                                    8.2.1 Upon the written request of IRC and
                           not more than twice in each calendar year, Trinity
                           shall permit an independent certified public
                           accounting firm of internationally recognized
                           standing, selected by IRC and reasonably acceptable
                           to Trinity, at IRC's expense, to have access during
                           normal business hours to such records of Trinity as
                           may be reasonably necessary to verify the accuracy of
                           the reports hereunder for any year ending not more
                           than thirty-six (36) months prior to the date of such
                           request. The accounting firm shall disclose to IRC
                           only whether the records are correct or not and the
                           specific details concerning any discrepancies. No
                           other information shall be shared.

                                    8.2.2 Trinity shall include in each
                           permitted sublicense granted by it pursuant to the
                           Agreement a provision requiring the sublicensee to
                           make reports to Trinity, to keep and maintain records
                           of sales and distributions made pursuant to such
                           sublicense and to grant access to such records by
                           IRC's independent accountant to the same extent
                           required of Trinity under the Agreement.

                           8.3      Audits for Trinity
                                    ------------------

                                    8.3.1 Upon the written request of Trinity
                           and not more than twice in each calendar year, IRC
                           shall permit an independent certified public
                           accounting firm of internationally recognized
                           standing, selected by Trinity and reasonably
                           acceptable to IRC, at Trinity's expense, to have
                           access during normal business hours to such records
                           of IRC as may be reasonably necessary to verify the
                           accuracy and the propriety of the amounts charged,
                           consistent with Manufacturing Cost, of any invoices
                           hereunder for any year ending not more than
                           thirty-six (36) months prior to the date of such
                           request. Trinity shall also have access to such
                           records of IRC, under the same terms and conditions
                           as provided for the audit of IRC's invoices to
                           Trinity, as may be reasonably necessary to verify
                           IRC's Production. The accounting firm shall disclose
                           to Trinity only whether the records are correct or
                           not and the specific details concerning any
                           discrepancies. No other information shall be shared.

                           8.4 Confidential Financial Information. Each party
                  shall treat all of the other party's financial information
                  subject to review under this Article 8 or under any sublicense
                  agreement as confidential, and shall cause its accounting firm
                  to retain all such financial information in confidence.

         1.6 Sections 9.1, 9.3, and 9.5 shall be deleted in its entirety.

                                      -3-
<PAGE>

         1.7 Section 11.2 of the Agreement shall be deleted in its entirety and
restated to read as follows:

                           Termination by IRC. This Agreement shall terminate,
                  at the option of IRC effective upon written notice thereof to
                  Trinity, if Trinity has not received the required marketing
                  approval from the governing health authority of Thailand for
                  the Product on or before August 31, 2004.

                                    ARTICLE 2

                                  MISCELLANEOUS

         2.1 Defined Terms. All terms used, but not defined, in this Amendment
shall have the respective meanings set forth in the Agreement.

         2.2 Continuing Effect. This Amendment shall be effective for all
purposes as of the Effective Date. Except as otherwise expressly modified by
this Amendment, the Agreement shall remain in full force and effect in
accordance with its terms.

         2.3 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
conflicts of law, principles thereof, and shall not be governed by the United
Nations Convention on Contracts for the International Sale of Goods.

         2.4 Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed to be an original and together shall be deemed to be
one and the same document.

         IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment effective as of the Effective Date.

                                        THE IMMUNE RESPONSE CORPORATION

                                        By  /s/ Dennis J. Carlo
                                           -------------------------------------
                                           Dennis J. Carlo, Ph. D.
                                           President and Chief Executive Officer


                                        TRINITY MEDICAL GROUP USA, INC.

                                        By     /s/ Arun Churdboonchart
                                               ---------------------------------
                                        Title Chairman of the Board of Directors
                                              ---------------------------------


                                        By     /s/ Vina Churdboonchart
                                              ----------------------------------
                                        Title  President
                                               ---------

                                      -4-

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*** Confidential Material redacted and filed separately.