Exhibit 10.97

WARRANT AGREEMENT

WARRANT AGREEMENT (this "Agreement"), dated as of July 11, 2002, by and between The Immune Response Corporation, a Delaware corporation (the "Company"),
and The Kimberlin Family 1998 Irrevocable Trust (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., as
amended by Amendment No. 1 to the Note Purchase Agreement dated as of February 14, 2002, Amendment No. 2 dated as of May 3, 2002, each by and between the Company, Kevin
Kimberlin Partners, L.P. and Oshkim Limited Partnership, a Nevada limited partnership, and Amendment No. 3 dated as of July 11, 2002, by and between the Company, Kevin Kimberlin
Partners, L.P, Oshkim Limited Partnership and Warrant Holder (the "Note Purchase Agreement"); and

WHEREAS,
pursuant to the Note Purchase Agreement, the Warrant Holder has agreed to loan to the Company Five Hundred Sixty-Six Thousand Six Hundred Thirty-Eight Dollars
($566,638) (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 1,419,433 shares of the Company's common stock, par value $.0025 per share (the "Common Stock"), 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 the earlier of (i) 5:00 p.m., New York City local time, on July 11, 2012 or
(ii) the date on which the Warrant Holder fully converts, if at all, the Note, dated as of July 11, 2002, into Units (the "Expiration Date"), up to 1,419,433 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. For purposes of this Agreement, the "Exercise Price" shall initially be $0.499, 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 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

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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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[SIGNATURE PAGE FOLLOWS]

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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:                                        
| |  |                                            
| |  |                                            
| |  |                                            
| |  |                                            
| |  |                                            
| |  |                                            
| |  | THE KIMBERLIN FAMILY 1998 IRREVOCABLE TRUST
| |  |                                            
| |  | By:                                        
| |  |                                            
| |  |                                            
| |  |                                            
| |  |                                            
| |  |                                            

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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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