<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)

/ X /    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----     EXCHANGE ACT OF 1934.

For the quarterly period ended SEPTEMBER 30, 1999

                                       OR

/   /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----     EXCHANGE ACT OF 1934.


For the transition period from ________________ to ______________

Commission file number 0-18006



                         THE IMMUNE RESPONSE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


               DELAWARE                              33-0255679
(State or Other Jurisdiction of          (IRS Employer Identification Number)
 Incorporation or Organization)


                      5935 DARWIN COURT, CARLSBAD, CA 92008
                    (Address of Principal Executive Offices)
                                   (Zip Code)


                            TELEPHONE (760) 431-7080
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X    No ___

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

As of NOVEMBER 2, 1999, 25,925,641 shares of common stock were outstanding.

<PAGE>

                         THE IMMUNE RESPONSE CORPORATION

                                    FORM 10-Q

                                QUARTERLY REPORT


                                TABLE OF CONTENTS


                                                                            PAGE
                           PART I. FINANCIAL INFORMATION


Item 1.   Financial Statements

              Condensed Consolidated Balance Sheets                           3
              Condensed Consolidated Statements of Operations                 4
              Condensed Consolidated Statements of Cash Flows                 5
              Notes to Condensed Consolidated Financial Statements            6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           8



                              PART II. OTHER INFORMATION


Item 2.   Changes in Securities                                              17

Item 6.   Exhibits and Reports on Form 8-K                                   17


Signature                                                                    18

                                       2

<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                         THE IMMUNE RESPONSE CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                     September 30,       December 31,
                                                                         1999                1998
                                                                     -------------       ------------
                                                                      (unaudited)
<S>                                                                   <C>                 <C>
Assets
Current assets:
    Cash and cash equivalents                                         $    2,409          $    1,519
    Marketable securities-available-for-sale                              19,810              23,713
    Other current assets                                                   1,100               1,613
                                                                      -----------         -----------

            Total current assets                                          23,319              26,845


Property and equipment, net                                               10,461               7,825
Deposits and other assets                                                    996                 956
                                                                      -----------         -----------

                                                                      $   34,776          $   35,626
                                                                      -----------         -----------
                                                                      -----------         -----------

Liabilities and stockholders' equity

Current liabilities:
    Accounts payable                                                  $    3,703          $    2,755
    Other accrued expenses                                                 4,373               1,198
    Current portion of equipment notes payable                               318                  --
                                                                      -----------         -----------
            Total current liabilities                                      8,394               3,953

Equipment notes payable                                                    1,303                  --
Deferred rent obligation                                                     177                 266

Convertible preferred stock                                                9,557               9,347


Stockholders' equity:
    Preferred stock, 5,000,000 shares authorized; none issued                 --                  --
    Common stock, $.0025 par value, 65,000,000 shares authorized,
        24,966,761 and 23,795,292 shares issued and outstanding at
        September 30, 1999 and December 31, 1998, respectively                62                  59
    Warrants                                                               2,144               2,144
    Additional paid-in capital                                           197,635             191,317
    Unrealized gain (loss) on marketable securities                          (67)                102
    Accumulated deficit                                                 (184,429)           (171,562)
                                                                      -----------         -----------

            Total stockholders' equity                                    15,345              22,060
                                                                      -----------         -----------

                                                                      $   34,776          $   35,626
                                                                      -----------         -----------
                                                                      -----------         -----------
</TABLE>

See accompanying notes.

                                       3

<PAGE>

                         THE IMMUNE RESPONSE CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  Three months ended September 30,        Nine months ended September 30,
                                                  --------------------------------        -------------------------------
                                                      1999               1998                 1999               1998
                                                  ------------       ------------          ------------     ------------
<S>                                               <C>                <C>                   <C>              <C>
Revenue:
    Contract research revenue                     $     3,494        $     1,488           $    10,732      $     2,488
    Licensed research revenue                             333              1,000                 6,195           11,667
                                                  ------------       ------------          ------------     ------------

                                                        3,827              2,488                16,927           14,155

Expenses:
    Research and development                            7,692              7,420                26,129           24,109
    General and administrative                          1,288              1,062                 4,023            3,136
    Restructuring costs                                    --                 --                   650               --
                                                  ------------       ------------          ------------     ------------

                                                        8,980              8,482                30,802           27,245

Other revenue:
    Investment income                                     304                513                 1,007            1,196
                                                  ------------       ------------          ------------     ------------

Net loss                                          $    (4,849)       $    (5,481)          $   (12,868)     $   (11,894)
                                                  ------------       ------------          ------------     ------------
                                                  ------------       ------------          ------------     ------------

Net loss per share - basic and diluted            $     (0.20)       $     (0.24)          $     (0.53)     $     (0.52)
                                                  ------------       ------------          ------------     ------------
                                                  ------------       ------------          ------------     ------------

Weighted average number of shares
  outstanding                                      24,852,510         23,207,942            24,502,843       22,984,853
                                                  ------------       ------------          ------------     ------------
                                                  ------------       ------------          ------------     ------------
</TABLE>

See accompanying notes.

                                       4

<PAGE>

                         THE IMMUNE RESPONSE CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Nine months ended September 30,
                                                                                --------------------------------
                                                                                1999                        1998
                                                                                ----                        ----
<S>                                                                           <C>                         <C>
Operating activities:

    Net loss                                                                  $(12,868)                   $(11,894)
    Adjustments to reconcile net loss to net cash provided by
       (used in) operating activities:
           Depreciation and amortization                                         1,144                       1,112
           Deferred rent expense                                                   (89)                        (67)
           Changes in operating assets and liabilities:
               Other current assets                                                513                      (1,122)
               Accounts payable                                                    948                       2,052
               Accrued expenses                                                  3,175                         427
                                                                              --------                    --------

                    Net cash used in operating activities                       (7,177)                     (9,492)


Investing activities:
    Sale of marketable securities, net                                           3,734                       1,290
    Purchase of property and equipment                                          (3,779)                     (1,607)
    Deposits and other assets                                                      (40)                       (603)
                                                                              --------                    --------

                    Net cash used in investing activities                          (85)                       (920)

Financing activities:
    Proceeds from equipment notes payable                                        1,621                          --
    Net proceeds from sale of common stock                                       4,805                       1,333
    Net proceeds from the sale of convertible preferred stock                       --                       9,160
    Net proceeds from exercise of stock options                                  1,726                         907
                                                                              --------                    --------

                    Net cash provided by financing activities                    8,152                      11,400
                                                                              --------                    --------


Net increase in cash and cash equivalents                                          890                         988
Cash and cash equivalents at beginning of period                                 1,519                       4,872
                                                                              --------                    --------

Cash and cash equivalents at end of period                                    $  2,409                    $  5,860
                                                                              --------                    --------
                                                                              --------                    --------

Supplemental disclosure of noncash investing and financing activities:
    Unrealized gain (loss) on marketable securities                           $   (169)                   $    141
                                                                              --------                    --------
                                                                              --------                    --------
    Accretion of convertible preferred stock                                  $    210                    $    117
                                                                              --------                    --------
                                                                              --------                    --------
    Payment of dividend on convertible preferred stock                        $    561                    $     --
                                                                              --------                    --------
                                                                              --------                    --------
    Declared dividend on convertible preferred stock                          $    189                    $    329
                                                                              --------                    --------
                                                                              --------                    --------
</TABLE>

See accompanying notes.

                                       5

<PAGE>

                         THE IMMUNE RESPONSE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999

1.     BASIS OF PRESENTATION
       The condensed consolidated financial statements of The Immune Response
       Corporation ("Immune Response" or the "Company") for the three and nine
       month periods ended September 30, 1999 and 1998 are unaudited. These
       financial statements reflect all adjustments consisting of only normal
       recurring adjustments, which in the opinion of management are necessary
       to fairly present the consolidated financial position as of September 30,
       1999 and the consolidated results of operations for the three and nine
       month periods ended September 30, 1999 and 1998. The results of
       operations for the nine months ended September 30, 1999 are not
       necessarily indicative of the results to be expected for the year ended
       December 31, 1999. For more complete financial information, these
       financial statements, and the notes thereto, should be read in
       conjunction with the consolidated audited financial statements for the
       year ended December 31, 1998 included in the Company's Form 10-K filed
       with the Securities and Exchange Commission.

       Certain prior year amounts have been reclassified in order to conform to
       current year presentation.


2.     NET LOSS PER SHARE
       Net loss per share for the three and nine months ended September 30, 1999
       and 1998 is computed using the weighted average number of common shares
       outstanding during the period. Outstanding stock options and warrants are
       not included in the calculation of earnings per share because their
       effect would be antidilutive. Therefore, there is no difference between
       basic and diluted net loss per share.

3.     COMPREHENSIVE LOSS
       The components of comprehensive loss are as follows:

<TABLE>
<CAPTION>
         (in thousands)                   THREE MONTHS ENDED                 NINE MONTHS ENDED
                                            SEPTEMBER 30                         SEPTEMBER 30
                                       ----------------------               -----------------------
                                       1999              1998               1999               1998
                                       ----              ----               ----               ----
<S>                                 <C>                <C>                <C>                <C>
Net loss                            $ (4,849)          $ (5,481)          $(12,868)          $(11,894)
Net unrealized gain (loss)
  on marketable securities               (15)               191               (169)               141
                                    --------           --------           --------           --------
Comprehensive loss                  $ (4,864)          $ (5,290)          $(13,037)          $(11,753)
                                    --------           --------           --------           --------
                                    --------           --------           --------           --------
</TABLE>

4.     EQUITY TRANSACTION
       In February 1999, the initial conversion price of the Series F
       Convertible Preferred Stock of $14.07 per share of common stock was
       adjusted downward to $9.77 per share of common stock. In August 1999, the
       conversion price was adjusted downward to $5.87 per share of common
       stock. The conversion price may be further adjusted downward at the end
       of November and at the end of each subsequent three-month period if the
       Company's common stock does not trade at prices higher than the
       conversion price over a period of time during the applicable three-month
       period. The Series F Stock bears a dividend of 7.5% per annum. The
       dividend is payable in shares of common stock or cash at the Company's
       option.

5.     COLLABORATIONS
       In July, April and January of 1999, the Company received a $5 million
       payment in each month from Agouron Pharmaceuticals, Inc., a
       Warner-Lambert Company, ("Agouron") consisting of a $3 million payment
       for research and development and a $2 million payment for the purchase of
       292,078, 189,350 and 149,911 shares of unregistered common stock,
       respectively, priced at a premium to the market. These represented the
       second, third and fourth in a series of six quarterly payments that the
       Company expects Agouron to make to fund research and development and to
       purchase unregistered common stock under an agreement entered into in
       June 1998. Also in conjunction with this agreement, the Company received
       a $5 million milestone payment in February 1999. Under the agreement, the
       Company agreed to exclusively license REMUNE, its immune-based therapy
       under development for the treatment of HIV infection, to Agouron. Under
       the terms of the agreement, the Company will

                                       6

<PAGE>

       manufacture commercial supplies of REMUNE and Agouron will have
       exclusive rights to market REMUNE in North America, Europe and certain
       other countries, if regulatory approvals are received. In June 1998,
       the Company initially received a $10 million license fee and Agouron
       purchased 118,256 shares of newly issued Immune Response common stock,
       priced at a premium to market, for $2 million. Through September 1999,
       the Company had received a total of $37 million from Agouron for
       license fees, milestone and research and development payments and
       stock purchases.

       In September 1999, the Company received the first of two payments for
       $494,000 each from Schering-Plough Corporation ("Schering-Plough") under
       an amendment to extend the research collaboration and option agreement
       entered into in July 1998 through the remainder of 1999. In March 1999,
       the Company received a $988,000 payment to fund research under this
       agreement. Under this research collaboration and option agreement, the
       Company agreed to develop gene therapy products for the treatment of
       hepatitis B and C; and as part of this agreement, Schering-Plough has the
       option to license the Company's gene delivery system for additional
       proprietary genes for other diseases for a royalty on future product
       sales, if any. Through September 1999, the Company had received
       approximately $3.5 million in payments from Schering-Plough.

6.     RESTRUCTURING COSTS

       In May 1999, the Company announced the conclusion of the Phase III
       clinical endpoint trial for the immune-based therapy REMUNE based on the
       recommendation of an independent Data Safety Monitoring Board. As a
       result of this, in June 1999, the Company implemented a restructuring
       plan primarily aimed at reducing expenses while focusing the majority of
       the Company's resources on its late-stage programs of immune-based
       therapeutics for HIV (REMUNE) and rheumatoid arthritis. The restructuring
       plan included a reduction in the workforce of approximately 30%. The
       Company took a one-time restructuring charge against earnings of
       $650,000.

7.     SUBSEQUENT EVENTS
       In October 1999, the Company received a $5 million payment from Agouron
       consisting of a $3 million payment for research and development and a $2
       million payment for the purchase of 334,589 shares of unregistered common
       stock priced at a premium to the market. This was the fifth in a series
       of six quarterly payments that the Company expects Agouron to make to
       fund development and to purchase unregistered common stock under the June
       1998 agreement.

       In October 1999, the Company sold $3 million of common stock to an
       institutional investor at a price of $5.0625 per share. The final number
       of shares to be issued to the institutional investor will be determined
       by using a price equal to a six percent discount to the average trading
       price of the Company's common stock during the 20 trading days
       immediately following the sale of the shares. For every day during this
       20 trading day period that the average trading price of the Company's
       stock is below $4 per share, the institutional investor has agreed to
       return one-twentieth of the shares and the Company has agreed to return
       the purchase price of those returned shares. In addition, the Company has
       agreed to sell to the institutional investor up to an additional $2.5
       million of its common stock. The institutional investor is under no
       obligation to purchase those shares.

       In October 1999, the Company received the second $494,000 payment from
       Schering-Plough under the amendment that extended the existing agreement
       through the remainder of 1999.

                                       7

<PAGE>

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
       RESULTS OF OPERATIONS

OVERVIEW

The Immune Response Corporation (the "Company") is a biopharmaceutical company
developing immune-based therapies to induce specific T cell responses for the
treatment of HIV and autoimmune diseases. In addition, the Company is working on
cancer vaccines and gene therapy.

This discussion contains forward-looking statements concerning the Company's
operating results and timing of anticipated expenditures. Such statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Factors that could cause or contribute to such
differences include those discussed under "Risk Factors". The following should
be read in conjunction with the Condensed Consolidated Financial Statements and
Notes thereto included elsewhere in this Form 10-Q. These forward-looking
statements speak only as of the date hereof. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

In May 1999, the Company announced the conclusion of the Phase III clinical
endpoint trial for the immune-based therapy REMUNE based on the recommendation
of an independent Data Safety Monitoring Board. As a result of this, in June
1999, the Company implemented a restructuring plan primarily aimed at reducing
expenses while focusing the majority of the Company's resources on its
late-stage programs of immune-based therapeutics for HIV (REMUNE) and rheumatoid
arthritis. The restructuring plan included a reduction in the workforce of
approximately 30%. The Company took a one-time restructuring charge against
earnings of $650,000. The total projected decrease in expenses as a result from
restructuring will phase in over several quarters.

In July, April and January of 1999, the Company received a $5 million payment in
each month from Agouron Pharmaceuticals, Inc., a Warner-Lambert Company,
("Agouron") consisting of a $3 million payment for research and development and
a $2 million payment for the purchase of 292,078, 189,350 and 149,911 shares of
unregistered common stock, respectively, priced at a premium to the market.
These represented the second, third and fourth in a series of six quarterly
payments that the Company expects Agouron to make to fund research and
development and to purchase unregistered common stock under an agreement entered
into in June 1998. Also in conjunction with this agreement, the Company received
a $5 million milestone payment in February 1999. Under the agreement, the
Company agreed to exclusively license REMUNE, its immune-based therapy under
development for the treatment of HIV infection, to Agouron. Under the terms of
the agreement, the Company will manufacture commercial supplies of REMUNE and
Agouron will have exclusive rights to market REMUNE in North America, Europe and
certain other countries, if regulatory approvals are received. Through September
1999, the Company had received a total of $37 million from Agouron for license
fees, milestone and research and development payments and stock purchases.

In September 1999, the Company received the first of two payments for $494,000
each from Schering-Plough under an amendment to extend the research
collaboration and option agreement entered into in July 1998 through the
remainder of 1999. The second payment was received in October 1999. In March
1999, the Company received a payment of $988,000 to fund research under this
agreement. Under this research collaboration and option agreement, the Company
agreed to develop gene therapy products for the treatment of hepatitis B and C;
and as part of this agreement, Schering-Plough has the option to license the
Company's gene delivery system for additional proprietary genes for other
diseases for a royalty on future product sales, if any. Through September 1999,
the Company had received approximately $3.5 million in payments from
Schering-Plough.

In September 1999, the Company entered into a $3 million equipment line of
credit, of which $1.6 million was utilized in the quarter to fund capital
improvements related to increasing the capacity of its manufacturing facility.

In October 1999, the Company received a $5 million payment from Agouron
consisting of a $3 million payment for research and development and a $2 million
payment for the purchase of 334,589 shares of unregistered common stock priced
at a premium to the market. This was the fifth in a series of six quarterly
payments that the Company expects Agouron to make to fund research and
development and to purchase unregistered common stock under the June 1998
agreement.

                                       8

<PAGE>

In October 1999, the Company sold $3 million of common stock to an institutional
investor at a price of $5.0625 per share. The final number of shares to be
issued to the institutional investor will be determined by using a price equal
to a six percent discount to the average trading price of the Company's common
stock during the 20 trading days immediately following the sale of the shares.
For every day during this 20 trading day period that the average trading price
of the Company's stock is below $4 per share, the institutional investor has
agreed to return one-twentieth of the shares and the Company has agreed to
return the purchase price of those returned shares. In addition, the Company has
agreed to sell to the institutional investor up to an additional $2.5 million of
its common stock. The institutional investor is under no obligation to purchase
those shares.

The Company has not been profitable since inception and had an accumulated
deficit of $184.4 million as of September 30, 1999. To date, the Company has not
recorded any revenues from the sale of products. Revenues recorded through
September 30, 1999 were earned in connection with contract research, licensing
of technology, milestone achievement and investment income. The Company expects
its operating losses to continue, as well as to have quarter-to-quarter
fluctuations, some of which could be significant, due to research, development
and clinical trial activities. There can be no assurance that the Company will
be able to generate sufficient product revenue to become profitable at all or on
a sustained basis.

RESULTS OF OPERATIONS

Revenue for the quarter ended September 1999 was $3.8 million as compared to
$2.5 million for the same period in 1998. The increase in revenue was primarily
attributable to the Agouron collaboration entered into in 1998 which provided
the Company with a $3 million research and development payment received in 1999
versus only $2.5 million from research collaborations with Schering-Plough and
Bayer for the same period in 1998.

Revenue for the nine months ended September 1999 was $16.9 million as compared
to $14.2 million for the same period in 1998. The increase in revenue was
primarily attributable to an increase in combined license, research and
development and milestone payments received in 1999 from Agouron which were
greater than the Agouron up-front license payment received during the same
period in 1998. None of the revenue received was from the commercial sale of
products and the Company does not expect to derive revenue from the sale of
products for the foreseeable future.

The Company incurred research and development expenses of $7.7 million and $7.4
million for the three months ending September 1999 and 1998, respectively. For
the nine months ended September 1999 and 1998, research and development expenses
were $26.1 million and $24.1 million, respectively. The increased spending in
research and development during the third quarter and nine months ended
September 1999 resulted primarily from expenses associated with scale-up of the
manufacturing process for REMUNE. Future spending associated with the HIV
clinical trials is expected to decrease as future pivotal studies will be
conducted by Agouron under the 1998 collaboration agreement. However, spending
associated with the Company's scale-up of the manufacturing process for REMUNE
and the cost of producing clinical supplies for ongoing and future REMUNE
studies could continue to increase in the foreseeable future. Research and
development expenses for gene therapy are expected to level off while spending
for the rheumatoid arthritis and cancer programs will remain somewhat constant.
Overall future research and development expenditures are expected to decline for
the next one to two quarters. Future spending for research and development may
increase if additional collaborations are completed, but there can be no
assurance that any will be completed.

General and administrative expenses for the three and nine months ended
September 1999 were $1.3 million and $4.0 million, respectively, as compared to
$1.1 million and $3.1 million for the same periods in 1998. The increase in
spending was attributable to higher support costs associated with its research
and development and public company activities. General and administrative
expenses for the remainder of 1999 are expected to remain level.

Restructuring costs of $650,000 for the nine months ended September 1999 were
associated with the Company's restructuring plan implemented in June 1999, which
reduced the work force by approximately 30%. Employee severance, health
benefits, placement services and other implementation costs were included in the
restructuring costs.

                                       9

<PAGE>

Investment income decreased to $304,000 for the quarter ended September 1999
from $513,000 for the same period of 1998. This decrease was due primarily to a
decrease in the Company's average cash position in the third quarter of 1999
compared to the third quarter of 1998, which included the $10 million up-front
license payment from Agouron in 1998. For the nine months ended September 1999,
investment income was $1 million compared to $1.2 million for the same period in
1998.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1999, the Company had working capital of $14.9 million,
including $22.2 million of cash, cash equivalents and marketable securities.
This compares with working capital as of December 31, 1998 of $22.9 million,
including $25.2 million of cash, cash equivalents and marketable securities.
Working capital decreased as a result of the cost of operations, in particular,
the cost of the REMUNE HIV clinical trials, clinical trial materials and
manufacturing supplies, and the capital improvements incurred to increase the
capacity of the manufacturing facility producing REMUNE. As of September 30,
1999, the Company had $1.4 million remaining under a $3.0 million equipment line
of credit that was put in place during the quarter.

The Company will need to raise additional funds to conduct research and
development, preclinical studies and clinical trials necessary to bring its
potential products to market and establish manufacturing and marketing
capabilities. The Company anticipates that in 1999, the REMUNE clinical trials
and manufacturing costs will continue to represent a significant portion of the
Company's overall expenditures. The Company also anticipates that costs related
to the clinical trials of REMUNE will decrease as future pivotal studies will be
conducted by Agouron. However, spending associated with the Company's scale-up
of the manufacturing process for REMUNE and the cost of producing clinical
supplies for ongoing and future REMUNE studies could continue to increase in the
foreseeable future. Research and development expenses for gene therapy are
expected to level off while spending for the rheumatoid arthritis and cancer
programs will remain somewhat constant. Overall future research and development
expenditures are expected to decline for the next one to two quarters. Future
spending for research and development may increase if additional collaborations
are completed, but there can be no assurance that any will be completed. The
Company anticipates additional capital improvements of approximately $1.4
million for the remainder of 1999 related to increasing the capacity of its
manufacturing facility, some of which the Company anticipates it will fund with
debt financing. Other anticipated costs with respect to REMUNE, including
investment in inventory, will depend on many factors, including the results of
clinical trials, the continuation of the Company's collaboration with Agouron
and other factors which will influence the Company's determination of the
appropriate continued investment of the Company's financial resources in this
program.

The Company's future capital requirements will depend on many factors, including
continued scientific progress in its research and development programs, the
scope and results of preclinical studies and clinical trials, the time and costs
involved in obtaining regulatory approvals, the costs involved in filing,
prosecuting and enforcing patent claims, competing technological and market
developments, the cost of manufacturing scale-up and inventories, effective
commercialization activities and arrangements and other factors not within the
Company's control. The Company intends to seek additional funding through
additional research and development agreements with suitable corporate
collaborators, extensions of existing corporate collaborations, and through
public or private financings if available. There can be no assurances, however,
that such collaboration arrangements, or any public or private financings, will
be available on acceptable terms, if at all. If funds are raised through equity
arrangements, further dilution to stockholders may result. If adequate funds are
not available, the Company may be required to delay, reduce the scope of, or
eliminate one or more of its research or development programs or take other
measures to cut costs, which could have a material adverse effect on the
Company. The Company estimates that its existing capital resources, along with
funding under existing research and development collaborations, available
equipment financing and the commitment for equity funding from an existing
collaborative partner will be sufficient to fund its current and planned
operations into the second half of 2000. There can be no assurances, however,
that changes in the Company's research and development plans or other changes
affecting the Company's operating expenses may result in the expenditure of such
resources before such time. In any event, the Company will need to raise
substantial additional capital to fund its operations in future periods.

IMPACT OF YEAR 2000

The Company has performed a review of its computer applications and equipment
related to their continuing functionality for the year 2000 and beyond. The
Company does not believe that it has material exposure with respect to the year
2000 issue concerning its computer applications and equipment. The Company has
completed its assessment of third parties with whom it has a material
relationship to assess its risk with respect to year 2000 issues. The Company is
not aware, at this time, of any material year 2000 issues with respect to

                                      10

<PAGE>

its dealings with such third parties. The Company does have a contingency
plan in place to address material year 2000 issues. In the event that year
2000 issues were to disrupt the Company, such disruption may have a material
impact on the Company and its results of operations.

CERTAIN RISK FACTORS (For a discussion of additional Risk Factors applicable to
the Company, see the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.)

THE FAILURE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE PRODUCTS MAY CAUSE US TO
CEASE OPERATIONS. We have not completed the development of any products. A
failure to successfully develop and commercialize products may cause us to cease
operations. Our potential therapies under development will require significant
additional research and development efforts and regulatory approvals prior to
potential commercialization.

The conclusion of the Phase III trial of REMUNE due to lack of efficacy has had
a material adverse effect on us. If Agouron fails to successfully initiate or
complete additional pivotal trials with REMUNE we may have to abandon REMUNE or
seek additional funding.

Our other therapies and technologies are at earlier stages of development than
REMUNE. Some of our technologies have not yet been tested in humans. Human
testing of potential products based on these technologies may not be permitted
by regulatory authorities. Even if human testing is permitted, the products
based on these technologies may not be successfully developed or be shown to be
safe and efficacious. Potential immune-based therapies based on some of our
technologies are at an early stage of clinical testing and may not be shown to
be safe or efficacious or ever receive regulatory approval.

The results of our preclinical studies and clinical trials may not be indicative
of future clinical trial results. A commitment of substantial resources to
conduct time-consuming research, preclinical studies and clinical trials will be
required if we are to develop any products. Delays in planned patient enrollment
in our clinical trials may result in increased costs, program delays or both.
None of our potential products may prove to be safe and effective in clinical
trials. FDA or other regulatory approvals may not be obtained and even if
successfully developed and approved, our products may not achieve market
acceptance. Any products resulting from our programs are not expected to be
successfully developed or commercially available for a number of years, if at
all.

Unacceptable toxicities or side effects may occur at any time in the course of
human clinical trials or, if any products are successfully developed and
approved for marketing, during commercial use of our products. The appearance of
any unacceptable toxicities or side effects could interrupt, limit, delay or
abort the development of any of our products or, if previously approved,
necessitate their withdrawal from the market.

OUR ADDITIONAL FINANCING REQUIREMENTS AND LIMITED ACCESS TO FINANCING MAY
ADVERSELY AFFECT OUR ABILITY TO DEVELOP PRODUCTS. We will need to raise
additional funds to conduct research and development, preclinical studies and
clinical trials necessary to bring our potential products to market and
establish manufacturing and marketing capabilities. A failure to raise
additional funds would require us to scale back or eliminate some or all of our
research and development programs or license to third parties products or
technologies that we would otherwise seek to develop ourselves. We believe that
our existing resources will enable us to maintain our current and planned
operations into the second half of 2000.

We anticipate that in 1999, the REMUNE clinical trials will continue to
represent a significant portion of our overall expenditures. We also anticipate
that costs related to the clinical trials of REMUNE will decrease in 2000. In
particular, we anticipate additional capital improvements of approximately $1.4
million to be made during 1999 related to increasing the capacity of our
manufacturing facility. Other anticipated costs with respect to REMUNE will
depend on many factors, in particular the continuation of our collaboration with
Agouron.

Our future capital requirements will depend on many factors, including:

       -      continued scientific progress in our research and development
              programs,

       -      the scope and results of preclinical studies and clinical trials,
              the time and costs involved in obtaining regulatory approvals,

       -      the costs involved in filing, prosecuting and enforcing patent
              claims,

       -      competing technological and market developments,

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       -      the cost of manufacturing scale-up,

       -      effective commercialization activities and arrangements, and

       -      other factors not within our control.

We intend to seek additional funding through public or private financings,
arrangements with corporate collaborators or other sources. If funds are
acquired through additional collaborations, we will likely be required to
relinquish some or all of the rights to products that we may have otherwise
developed ourselves. If adequate funds are not available when needed or on terms
acceptable to us, we may be required to scale back some or all of our research
and development programs or license to third parties products or technologies
that we would otherwise seek to develop ourselves.

IF AGOURON TERMINATES ITS COLLABORATION WITH US WE MAY HAVE TO ABANDON REMUNE.
Our binding Letter of Intent with Agouron is the primary collaborative agreement
that provides us with contract revenue. The termination of our agreement with
Agouron might require us to abandon REMUNE. Agouron has been acquired by
Warner-Lambert Company and Warner-Lambert may be acquired. We do not know which
Agouron research products Warner-Lambert Company or any successor will continue
to fund in the future.

WE MAY NOT BE ABLE TO ENTER INTO ADDITIONAL COLLABORATIONS. We intend to seek
additional collaborative arrangements to develop and commercialize our products.
We may not be able to negotiate collaborative arrangements on favorable terms,
or at all, in the future and our current or future collaborative arrangements
may not be successful. This may cause us to abandon some of our products under
development.

OUR PATENTS AND PROPRIETARY TECHNOLOGY MAY NOT PROVIDE US WITH ANY BENEFIT AND
THE PATENTS AND PROPRIETARY TECHNOLOGY OF OTHERS MAY PREVENT US FROM
COMMERCIALIZING PRODUCTS. A failure to obtain meaningful patent protection for
our potential products and processes would greatly diminish the value of our
potential products and processes.

In addition, whether or not our patents are issued, or issued with limited
coverage, others may receive patents which contain claims applicable to our
products. We are aware that a group working with Connetics Corporation has
received a United States and European patent related to autoimmune disease
research that covers technology similar to that used by us. We are also aware
that AstraZeneca PLC has acquired the rights to a patent, which has been issued
in Europe and other countries, that may interfere with our ability to develop
some of our technologies related to autoimmune disease if the patent is upheld
after current opposition proceedings. These patents, and others that we are not
aware of, may adversely affect our ability to develop and commercialize
products.

The patent positions of biotechnology and pharmaceutical companies can be highly
uncertain, and involve complex legal and factual questions. Therefore, the
breadth of claims allowed in biotechnology and pharmaceutical patents cannot be
predicted. We also rely upon unpatented trade secrets and know how, and others
may independently develop substantially equivalent trade secrets or know how.

We also rely on protecting our proprietary technology in part through
confidentiality agreements with our corporate collaborators, employees,
consultants and certain contractors. These agreements may be breached and we may
not have adequate remedies for any breach. In addition, our trade secrets may
otherwise become known or independently discovered by our competitors.

Our products and processes may infringe, or be found to infringe, patents not
owned or controlled by us, such as the patent rights owned by Connetics
Corporation and AstraZeneca PLC. If relevant claims of third-party patents are
upheld as valid and enforceable, we could be prevented from practicing the
subject matter claimed in the patents, or would be required to obtain licenses
to redesign our products or processes to avoid infringement. Licenses may not be
available at all or on terms commercially reasonable to us and we may not be
able to redesign our products or processes to avoid infringement.

Litigation may be necessary to defend against claims of infringement, to enforce
patents issued to us or to protect trade secrets. Litigation could result in
substantial costs and diversion of management efforts regardless of the results
of the litigation. An adverse result in litigation could subject us to
significant liabilities to third parties, require disputed rights to be licensed
or require us to cease using some technology.

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OUR HISTORY OF OPERATING LOSSES AND OUR EXPECTATIONS OF CONTINUING LOSSES MAY
HURT OUR ABILITY TO CONTINUE OPERATIONS. As of September 30, 1999, we had a
consolidated accumulated deficit of $184.4 million. We have not generated
revenues from the commercialization of any product. We expect to incur
substantial net operating losses over the next several years, which may imperil
our ability to continue operations. We may not be able to generate sufficient
product revenue to become profitable at all or on a sustained basis.

THE LENGTHY APPROVAL PROCESS AND UNCERTAINTY OF GOVERNMENT REGULATORY
REQUIREMENTS MAY DELAY OR PREVENT US FROM COMMERCIALIZING PRODUCTS. Clinical
testing, manufacture, promotion and sale of our products are subject to
extensive regulation by numerous governmental authorities in the United States,
principally the FDA, and corresponding state and foreign regulatory agencies.
This regulation may delay or prevent us from commercializing products.
Noncompliance with applicable requirements can result in, among other things,
fines, injunctions, seizure of products, total or partial suspension of product
marketing, failure of the government to grant premarket approval, withdrawal of
marketing approvals and criminal prosecution.

The regulatory process for new therapeutic drug products, including the required
preclinical studies and clinical testing, is lengthy and expensive. We may not
receive necessary FDA clearances for any of our potential products in a timely
manner, or at all. The length of the clinical trial process and the number of
patients the FDA will require to be enrolled in the clinical trials in order to
establish the safety and efficacy of our products is uncertain.

Even if additional pivotal surrogate marker trials of REMUNE are successfully
completed, the FDA may not approve REMUNE for commercial sale. We may encounter
significant delays or excessive costs in our efforts to secure necessary
approvals. Regulatory requirements are evolving and uncertain. Future United
States or foreign legislative or administrative acts could also prevent or delay
regulatory approval of our products. We may not be able to obtain the necessary
approvals for clinical trials, manufacturing or marketing of any of our products
under development. Even if commercial regulatory approvals are obtained, they
may include significant limitations on the indicated uses for which a product
may be marketed.

In addition, a marketed product is subject to continual FDA review. Later
discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market, as well as possible
civil or criminal sanctions.

Among the other requirements for regulatory approval is the requirement that
prospective manufacturers conform to the FDA's Good Manufacturing Practices
("GMP") requirements specifically for biological drugs, as well as for other
drugs. In complying with the FDA's GMP requirements, manufacturers must continue
to expend time, money and effort in production, recordkeeping and quality
control to assure that the product meets applicable specifications and other
requirements. Failure to comply with the FDA's GMP requirements subjects the
manufacturer to possible FDA regulatory action. We or our contract
manufacturers, if any, may not be able to maintain compliance with the FDA's GMP
requirements on a continuing basis. Failure to maintain compliance could have a
material adverse effect on us.

The FDA has not designated expanded access protocols for REMUNE as "treatment"
protocols. The FDA may not determine that REMUNE meets all of the FDA's criteria
for use of an investigational drug for treatment use. Even if REMUNE is allowed
for treatment use, third-party payers may not provide reimbursement for the
costs of treatment with REMUNE.

The FDA may not consider REMUNE or any other of the Company's products under
development to be an appropriate candidate for accelerated approval, expedited
review or fast track designation.

To market any drug products outside of the United States, we are also subject to
numerous and varying foreign regulatory requirements, implemented by foreign
health authorities, governing the design and conduct of human clinical trials
and marketing approval. The approval procedure varies among countries and can
involve additional testing, and the time required to obtain approval may differ
from that required to obtain FDA approval. The foreign regulatory approval
process includes all of the risks associated with obtaining FDA approval set
forth above, and approval by the FDA does not ensure approval by the health
authorities of any other country.

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TECHNOLOGICAL CHANGE AND COMPETITION MAY RENDER OUR POTENTIAL PRODUCTS OBSOLETE.
The biotechnology industry continues to undergo rapid change, and competition is
intense and is expected to increase. Competitors may succeed in developing
technologies and products that are more effective or affordable than any which
are being developed by us, or which would render our technology and products
obsolete and noncompetitive. Many of our competitors have substantially greater
experience, financial and technical resources and production, marketing and
development capabilities than us. Accordingly, some of our competitors may
succeed in obtaining regulatory approval for products more rapidly or
effectively than us.

OUR LACK OF COMMERCIAL MANUFACTURING AND MARKETING EXPERIENCE MAY PREVENT US
FROM SUCCESSFULLY COMMERCIALIZING PRODUCTS. We have not manufactured our product
candidates in commercial quantities. We may not successfully make the transition
from manufacturing clinical trial quantities to commercial production quantities
or be able to arrange for contract manufacturing and this could prevent us from
commercializing products. Even if REMUNE is successfully developed and receives
FDA approval, we have not demonstrated the capability to manufacture REMUNE in
commercial quantities. Except for REMUNE, we have not demonstrated the ability
to manufacture our treatments in large-scale clinical or commercial quantities.

We have no experience in the sales, marketing and distribution of pharmaceutical
products. Thus, our products may not be successfully commercialized even if they
are developed and approved for commercialization.

The manufacturing of our products involves a number of steps and requires
compliance with stringent quality control specifications imposed by us and by
the FDA. Moreover, our products can only be manufactured in a facility that has
undergone a satisfactory inspection by the FDA. For these reasons, we would not
be able quickly to replace our manufacturing capacity, if we were unable to use
our manufacturing facilities as a result of a fire, natural disaster (including
an earthquake), equipment failure or other difficulty; or if such facilities are
deemed not in compliance with the FDA's GMP requirements, and the non-compliance
could not be rapidly rectified. Our inability or reduced capacity to manufacture
our products would prevent us from successfully commercializing products.

We may enter into arrangements with contract manufacturing companies to expand
our own production capacity in order to meet requirements for our products, or
to attempt to improve manufacturing efficiency. If we choose to contract for
manufacturing services and encounter delays or difficulties in establishing
relationships with manufacturers to produce, package and distribute our finished
products, clinical trials, market introduction and subsequent sales of the
products would be delayed. Further, contract manufacturers must also operate in
compliance with the FDA's GMP requirements; failure to do so could result in,
among other things, the disruption of product supplies. Our potential dependence
upon third parties for the manufacture of our products may adversely affect our
profit margins and our ability to develop and deliver products on a timely and
competitive basis.

ADVERSE DETERMINATIONS CONCERNING PRODUCT PRICING, REIMBURSEMENT AND RELATED
MATTERS COULD PREVENT US FROM SUCCESSFULLY COMMERCIALIZING PRODUCTS. Our ability
to earn sufficient returns on our products will depend in part on the extent to
which reimbursement for the costs of the products and related treatments will be
available from government health administration authorities, private health
coverage insurers, managed care organizations and other organizations. Failure
to obtain appropriate reimbursement could prevent us from successfully
commercializing products. Third party payors are increasingly challenging the
price of medical products and services. If purchasers or users of our products
are not able to obtain adequate reimbursement for the cost of using the
products, they may forego or reduce their use. Significant uncertainty exists as
to the reimbursement status of newly approved health care products, and whether
adequate third-party coverage will be available.

PRODUCT LIABILITY EXPOSURE MAY EXPOSE US TO SIGNIFICANT LIABILITY. We face an
inherent business risk of exposure to product liability and other claims in the
event that the development or use of our technology or prospective products is
alleged to have resulted in adverse effects. We may not avoid significant
liability exposure. We may not have sufficient insurance coverage and we may not
be able to obtain sufficient coverage, at a reasonable cost. An inability to
obtain product liability insurance at acceptable cost or to otherwise protect
against potential product liability claims could prevent or inhibit the
commercialization of products developed by us. A product liability claim could
hurt our financial performance.

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HAZARDOUS MATERIALS/ENVIRONMENTAL MATTERS COULD EXPOSE US TO SIGNIFICANT COSTS.
Although we do not currently manufacture commercial quantities of our product
candidates, we produce limited quantities of these products for our clinical
trials. We may be required to incur significant costs to comply with current or
future environmental laws and regulations. Our research and development
processes involve the controlled storage, use and disposal of hazardous
materials, biological hazardous materials and radioactive compounds. We are
subject to federal, state and local laws and regulations governing the use,
manufacture, storage, handling and disposal of these materials and some waste
products. Although we believe that our safety procedures for handling and
disposing of these materials comply with the standards prescribed by these laws
and regulations, the risk of accidental contamination or injury from these
materials cannot be completely eliminated. In the event of an accident, we could
be held liable for any damages that result, and any liability could exceed our
resources. Our operations, business or assets may be materially and adversely
affected by current or future environmental laws or regulations.

SUBORDINATION OF COMMON STOCK TO PREFERRED STOCK COULD HURT COMMON STOCKHOLDERS.
Our common stock is expressly subordinate to our Series F Convertible Preferred
Stock in the event of our liquidation, dissolution or winding up. If we were to
cease operations and liquidate our assets, there may not be any remaining value
available for distribution to the holders of common stock after providing for
the Series F Convertible Preferred Stock liquidation preference.

VOLATILITY OF STOCK PRICE AND ABSENCE OF DIVIDENDS MAY HURT COMMON STOCKHOLDERS.
The market price of our common stock, like that of the common stock of many
other biopharmaceutical companies, has been and is likely to be highly volatile.
Factors such as:

       -      the results of preclinical studies and clinical trials by us, our
              collaborators or our competitors,

       -      other evidence of the safety or efficacy of our products or our
              competitors,

       -      announcements of technological innovations or new products by us
              or our competitors,

       -      governmental regulatory actions,

       -      changes or announcements in reimbursement policies,

       -      developments with our collaborators,

       -      developments concerning patent or other proprietary rights of ours
              or our competitors (including litigation),

       -      concern as to the safety of our products,

       -      period-to-period fluctuations in our operating results,

       -      changes in estimates of our performance by securities analysts,

       -      market conditions for biopharmaceutical stocks in general, and

       -      other factors not within our control

could have a significant adverse impact on the market price of our common stock.
We have never paid cash dividends on our common stock and do not anticipate
paying any cash dividends in the foreseeable future.

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EFFECT OF ANTI-TAKEOVER PROVISIONS COULD ADVERSELY AFFECT OUR COMMON
STOCKHOLDERS. Our Certificate of Incorporation and Bylaws include provisions
that could discourage potential takeover attempts and make attempts by
stockholders to change management more difficult. The approval of 66-2/3 percent
of our voting stock is required to approve certain transactions and to take
certain stockholder actions, including the calling of special meetings of
stockholders and the amendment of any of the anti-takeover provisions contained
in our Certificate of Incorporation. Further, pursuant to the terms of our
stockholder rights plan, we have distributed a dividend of one right for each
outstanding share of common stock. These rights will cause substantial dilution
to the ownership of a person or group that attempts to acquire us on terms not
approved by the Board of Directors and may have the effect of deterring hostile
takeover attempts.

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PART II.  OTHER INFORMATION


ITEM 2. -- CHANGES IN SECURITIES

During the third quarter of 1999, the Company sold 292,078 shares of newly
issued Immune Response common stock to Agouron, priced at a premium to market,
for $2 million. The common stock was sold under the exemption provided by
Section 4(2) of the Securities Act of 1933, as amended.


ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K

a)     Exhibits

       10.69  Master Loan and Security Agreement dated as of September 30, 1999
              between The Immune Response Corporation, I.R.C. Inc. and
              Transamerica Business Credit Corporation.

       27     Financial Data Schedule

b)     Reports on Form 8-K

       A report on Form 8-K dated May 14, 1999 was filed by The Immune Response
       Corporation reporting under Item 5., Other Events, as follows:

       (1)    Announcement of the restructuring plan implemented June 21, 1999
              to reduce expenses, which included a workforce reduction of
              approximately 30%, while focusing the majority of the Company's
              resources on its late stage programs.

       (2)    A summary of the Company's Principal Clinical Trials using Remune
              and the status of each trial as a follow-up to the recommendation
              of the independent Data Safety Monitoring Board that the Phase III
              clinical endpoint trial evaluating Remune be concluded early.

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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 THE IMMUNE RESPONSE CORPORATION



Date: NOVEMBER 15, 1999          /s/ HOWARD SAMPSON
      ----------------------     -----------------------------------------------
                                 Howard Sampson
                                 Vice President Finance, Chief Financial Officer
                                 and Treasurer

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