Exhibit 10.114

WARRANT AGREEMENT

WARRANT AGREEMENT (this "Agreement"), dated as of November 12, 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 $4,847,607.84 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 4,243,354 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 4,243,354 fully
paid and non-assessable shares of Common Stock, subject to adjustment pursuant to Section 3 hereof (the "Shares"), which number of Shares equals the Loan Amount divided by eighty
(80%) percent of the Exercise Price. Notwithstanding the foregoing, the Warrants shall only be exercisable to the extent that shares of Common Stock issuable on exercise of the Warrants, when
aggregated with (i) the Company's outstanding shares of Common Stock as of the date hereof and (ii) shares of Common Stock issuable on conversion or exercise, as the case may be, of
notes, warrants and stock options outstanding as of the date hereof, would not exceed the number of shares authorized under the Company's Restated Certificate of Incorporation, as amended. The Company
shall promptly cause its Restated Certificate of Incorporation, as amended, to be further amended to increase the number of shares of Common Stock authorized thereunder as shall be sufficient for
reserving and making available shares of Common Stock issuable upon the exercise in full of the Warrants issued to the Warrant holder hereunder. For purposes of this Agreement, the "Exercise Price"
shall initially be $1.428, 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.



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3.Adjustments.



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4.Transfers.



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

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to issue or deliver such certificates unless or until 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.



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

| |  | THE IMMUNE RESPONSE CORPORATION
| |  | -------------------------------
| |  | By:                            
| |  |                                
| |  | Name:                          
| |  |                                
| |  | Title:                         
| |  |                                
| |  | CHESHIRE ASSOCIATES LLC        
| |  | By:                            
| |  |                                
| |  | Name:                          
| |  |                                
| |  | Title:                         
| |  |                                

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EXHIBIT A    NOTICE OF EXERCISE

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

Dated:

To:
The Immune Response Corporation

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

o
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.

o
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.

o
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):

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