Exhibit 10.111

THE IMMUNE RESPONSE CORPORATION
8% SECURED PROMISSORY NOTE

|$350,000 |  | New York, New York
October 11, 2002
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FOR
the receipt of $350,000, the undersigned, The Immune Response Corporation, a Delaware corporation (the "Issuer"), hereby unconditionally promises to pay to the order of Oshkim
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, on November 30, 2002 (the "Note Maturity Date") the principal amount of Three Hundred Fifty
Thousand Dollars ($350,000) and accrued interest at the rate of eight (8%) percent per annum based on a 365-day year ("Interest Rate").

Interest
(other than interest accruing as a result of a failure by Issuer to pay any amount when due as set forth below) in respect of the Note shall accrue until all amounts remaining
owed under such Note shall be fully repaid, and shall be payable in full on the Note Maturity Date. If all or a portion of the principal amount of the Note or any interest payable thereon shall not be
repaid when due whether on the applicable repayment date, by acceleration or otherwise, such overdue amounts on such Note shall bear interest at a rate per annum that is three (3%) percent above the
Interest Rate (i.e., 11%) from the date of such non-payment until such amount is paid in full (after as well as before judgment). All payments to be made by Issuer hereunder or pursuant to
the Notes shall be made in lawful money of
the United States by certified check or wire transfer in immediately available funds. Any interest accruing on overdue amounts shall be payable on demand.

The
obligations to make the payments provided for in this Note are absolute and unconditional, and are not subject to any defense, set-off, counterclaim, rescission,
recoupment or adjustment whatsoever.

The
obligations under this Note shall be secured by that certain Intellectual Property Security Agreement, dated November 9, 2001, by and between the Issuer and Kevin Kimberlin
Partners, L.P., a Delaware limited partnership ("KKP"), as amended by Amendment No. 1, dated February 26, 2002, by and between the Issuer, KKP and the Purchaser, and as further amended
by Amendment No. 2, dated July 11, 2002, by and between the Issuer, KKP, the Purchaser and The Kimberlin Family 1998 Irrevocable Trust (the "Kimberlin Trust").

Upon
the occurrence of any one or more of the Events of Default specified onExhibit A, attached hereto, all amounts then remaining
unpaid on this Note and all other promissory notes issued by the Issuer to Purchaser or to any related party of the Purchaser shall become, or may be declared by the Purchaser to be, immediately due
and payable.

This
Note is freely transferable and assignable, in whole or in part, by the Purchaser, and such transferee or assignee 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.

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.

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All
or part of the Note may be prepaid by Issuer following receipt by Purchaser of written notice thereof from Issuer; provided, however, that any such prepayment on such Note shall be
first applied to accrued and unpaid interest of the outstanding Note and then against its outstanding principal.

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
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| |  | By:                            
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Exhibit A

Events of Default.

If any of the following events (each, an "Event of Default") shall occur:



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