Exhibit 10.2





	EXHIBIT 10.1




	THE IMMUNE RESPONSE CORPORATION




	STOCK OPTION GRANT NOTICE




	(OUTSIDE OF THE 1989 STOCK PLAN)




	THE IMMUNE RESPONSE CORPORATION, a Delaware
corporation (the “Company”), hereby grants to Optionee an option to  purchase
the number of shares of the Company’s Common Stock set forth below.  This option is not
intended to  qualify as an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as  amended (the “Code”).
This option is granted outside of, and is not subject to, the Company’s 1989 Stock Plan,
as amended.  This option is subject to all of the terms and conditions set forth herein
and in the Stock Option  Agreement, which is attached hereto as Attachment I and
incorporated herein in its entirety.





		
	Optionee:	 	John N. Bonfiglio	 
	Date of Grant:	 	January 13, 2003	 
	Vesting Commencement Date	 	January 13, 2003	 
	Number of Shares Subject to Option:	 	750,000	 
	Exercise Price (Per Share):	 	$            1.20	 
	Total Exercise Price:	 	$         900,000	 
	Expiration Date:	 	January 13, 2013	 




	VESTING SCHEDULE FOR 250,000 SHARES:  The first
two hundred fifty thousand shares subject to this option shall  become vested as follows:





	•		Fifty thousand (50,000) shares shall be vested
      immediately as of the Date of Grant.





	•		Seventy-five thousand (75,000) shares shall vest
      in such amounts and upon the achievement of such milestones as described
      in the Employment Offer Letter between the Company and Optionee, effective
      as of January 7, 2003 (the “Employment Agreement”).





	•		One hundred twenty-five thousand (125,000) shares
      shall vest immediately upon the earliest to occur of (i) the date which
      is twelve months after the effective date of the Employment Agreement provided
      that you continue to provide Continuous Service as an Employee, Director
      or Consultant from January 7, 2003, through such anniversary date, (ii)
      if the Board of Directors of the Company (the “Board”) decides
      to relocate you in accordance with the Employment Agreement, the date on
      which you and your family are legally domiciled in the State of Pennsylvania,
      or (iii) if the Board does not relocate you in accordance with the Employment
      Agreement, the date of such decision by the Board.




	VESTING SCHEDULE FOR 500,000 SHARES:  The
remaining 500,000 shares subject to this option shall vest pro rata  quarterly with each
quarter of your Continuous Service as Employee, Director or Consultant that you complete
thereafter for three years following the Date of Grant.




	PAYMENT: Payment of the exercise price may be
made in cash, check or any other method provided in the Stock  Option Agreement.




 

 










	ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The
undersigned Optionee acknowledges receipt of, and understands and agrees  to, this Grant
Notice and the Stock Option Agreement. Optionee further acknowledges that as of the Date
of Grant,  this Grant Notice and the Stock Option Agreement set forth the entire
understanding between Optionee and the  Company regarding the acquisition of stock in the
Company and supersede all prior oral and written agreements on  that subject with the
exception of the following agreements only:







	OTHER AGREEMENTS:  Employment Offer Letter dated
January 7, 2003.







	 	THE IMMUNE RESPONSE CORPORATION 

      

      By _____________________________________ 

      

      

      Title ____________________________________ 

      

      

      Date ____________________________________








	 	OPTIONEE







	 	By ____________________________________
	 	John N. Bonfigio, Ph.D.
	 	

      Date ___________________________________




 
	 	
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	THE IMMUNE RESPONSE CORPORATION 

      STOCK OPTION AGREEMENT




	Pursuant to your Stock Option Grant Notice
(“Grant Notice”) and this Stock Option Agreement, THE IMMUNE RESPONSE
CORPORATION, a Delaware corporation (the “Company”), has granted you an option
to purchase the number of shares  of the Company’s common stock (“Common
Stock”) indicated in your Grant Notice at the exercise price indicated in  your
Grant Notice.  This option is granted in connection with and in furtherance of the
Company’s compensatory  benefit plan for the Company’s employees (including officers),
directors and consultants and was granted in order  to induce you to accept employment
with the Company. This option is not intended to qualify as an “incentive  stock
option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).  This option is granted outside of, and is not subject
to, the Company’s 1989 Stock Plan.




	The details of your option are as follows:




	1.  VESTING. Subject to the limitations
contained herein, your option will vest as provided in your Grant Notice,  provided that
vesting will cease upon the termination of your Continuous Service as an Employee,
Director or  Consultant (as defined in Section 6 below).




	2.  NUMBER OF SHARES AND EXERCISE PRICE. The
number of shares of Common Stock subject to your option and your  exercise price per
share are set forth in your Grant Notice and may be adjusted from time to time for
Capitalization Adjustments, as provided in Section 9 below.




	3.  FORM OF PAYMENT.  When you submit your
notice of exercise, you must include payment of the option price for  the shares you are
purchasing.  Payment may be made in one (or a combination of two or more) of the
following  forms in the forms to the extent permitted now or hereafter by applicable law:




	          (a)
Your personal check, a cashier’s check or money order.




	          (b)
Irrevocable directions to a securities broker approved by the Company to sell you option
shares  and to deliver all or a portion of the sale proceeds to the Company in payment of
the option price.  (The balance  of the sale proceeds, if any, will be delivered to you.)
The directions must be given by signing the “Notice of  Exercise” form.




	          (c)
Certificates for shares of stock of the Company that you have owned for at least two
months,  along with any forms needed to effect a transfer of the shares to the Company.
The value of the shares  determined as of the effective date of the option exercise, will
be applied to the option price.




	4.  WHOLE SHARES. You may exercise your option
only for whole shares of Common Stock.




 
	 	
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	5.  SECURITIES LAW COMPLIANCE. Notwithstanding
anything to the contrary contained herein, you may not exercise  your option unless the
shares of Common Stock issuable upon such exercise are then registered under the
Securities  Act of 1933, as amended (the “Securities Act”), or, if such shares
of Common Stock are not then so registered,  the Company has determined that such
exercise and issuance would be exempt from the registration requirements of  the
Securities Act. The exercise of your option must also comply with other applicable laws
and regulations  governing your option, and you may not exercise your option if the
Company determines that such exercise would  not be in material compliance with such laws
and regulations.




	6.  TERM. The term of your option commences on
the Date of Grant (as specified in your Grant Notice) and expires  as follows:




	          (a)
For all vested but unexercised shares, six (6) months after the termination of your
Continuous  Service as an Employee, Director or Consultant; PROVIDED that if during any
part of such six (6) month period  your option is not exercisable solely because of the
condition set forth in the preceding paragraph relating to  “Securities Law
Compliance,” your option shall not expire until the earlier of the Expiration Date
indicated in  your Grant Notice or until it shall have been exercisable for an aggregate
period of six (6) months after the  termination of your Continuous Service as an
Employee, Director or Consultant;




	          (b)
the Expiration Date indicated in your Grant Notice.




	          For
purposes of your option, the following terms shall have the meanings given them in this
paragraph.




	                    (i)     
      “Continuous Service as an Employee, Director or Consultant” means
      that your service with the Company or an affiliate of the Company, whether
      as an employee, director or consultant, is not interrupted or terminated.
      Your Continuous Service as an Employee, Director or Consultant shall not
      be deemed to have terminated merely because of a change in the capacity
      in which you render service to the Company or an affiliate as an employee,
      consultant or director or a change in the entity for which you render such
      service, provided that there is no interruption or termination of your Continuous
      Service as an Employee, Director or Consultant. For example, a change in
      status from an employee of the Company directly to a consultant of an affiliate
      or a director will not constitute an interruption of Continuous Service
      as an Employee, Director or Consultant. The Board of Directors of the Company
      (the “Board”), in its sole discretion, may determine whether Continuous
      Service as an Employee, Director or Consultant shall be considered interrupted
      in the case of any leave of absence, including sick leave, military leave
      or any other personal leave.




	                    (ii)     
      “Disability” means the permanent and total disability of a person
      within the meaning of Section 22(e)(3) of the Code.




	                    (iii)
           “Cause” shall have the meaning given
      in Section 4.1(a) of the Employment Offer Letter, dated as of January 7,
      2003.




 
	 	
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	7.  EXERCISE.




	          (a)
You may exercise the vested portion of your option during its term by delivering a Notice
of  Exercise (in a form designated by the Company) together with the exercise price to
the Secretary of the Company,  or to such other person as the Company may designate,
during regular business hours, together with such  additional documents as the Company
may then require.




	          (b)
By exercising your option you agree that, as a condition to any exercise of your option,
the  Company may require you to enter into an arrangement providing for the payment by
you to the Company of any tax  withholding obligation of the Company arising by reason of
(1) the exercise of your option, (2) the lapse of any  substantial risk of forfeiture to
which the shares of Common Stock are subject at the time of exercise (3) the  disposition
of shares of Common Stock acquired upon such exercise.




	8.  TRANSFERABILITY. Your option is not
transferable, except by will or by the laws of descent and distribution,  and is
exercisable during your life only by you. Notwithstanding the foregoing, by delivering
written notice to  the Company, in a form satisfactory to the Company, you may designate
a third party who, in the event of your  death, shall thereafter be entitled to exercise
your option, subject to the terms and conditions otherwise  applicable to the exercise of
this option, the issuance of Common Stock pursuant to such exercise and the  subsequent
transfer of such Common Stock.




	9.  CAPITALIZATION ADJUSTMENTS. If any change is
made in the Common Stock subject to this option without the  receipt of consideration by
the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock split,
liquidating dividend,  combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the  receipt of consideration by the
Company), this Stock Option Agreement will be appropriately adjusted in the  class(es)
and number of shares and price per share of stock subject to the option. Such adjustments
shall be made  by the Board, determination of which shall be final, binding and
conclusive. (The conversion of any convertible  securities of the Company shall not be
treated as a transaction “without receipt of consideration” by the  Company.)




	10.  CHANGE OF CONTROL. Upon the occurrence of a
Change of Control, then to the extent not prohibited by  applicable law, any surviving or
acquiring corporation may assume this option or may substitute a similar option
(including an option to acquire the same consideration paid to the stockholders in the
transaction that results  in a Change of Control) for this option.  In the event any
surviving or acquiring corporation does not assume  this option or substitute a similar
option for this option, then the vesting of this option and the time during  which this
option may be exercised shall be accelerated in full and shall continue to be exercisable
for a period  of six (6) months or until the applicable expiration date of the options.
For purposes of this option, a “Change  of Control” is defined in Section 3.3
of the Employment Offer Letter, dated as of January 7, 2003.




	11.  OPTION NOT A SERVICE CONTRACT. Your option
is not an employment or service contract, and nothing in your  option shall be deemed to
create in any way whatsoever any 




 
	 	
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	obligation on your part to continue in the
employ of  the Company or an affiliate, or of the Company or an affiliate to continue
your  employment.  In addition, nothing  in your option shall obligate the Company or an
affiliate, their respective stockholders, Boards of Directors,  officers or employees to
continue any relationship that you might have as a director or consultant for the
Company or an affiliate.




	12.  ACCELERATION OF EXERCISABILITY AND VESTING.
The Board shall have the power to accelerate the time at which  the option may first be
exercised or the time during which the option or any part thereof will vest,
notwithstanding the provisions in the Grant Notice or this Stock Option Agreement stating
the time at which it  may first be exercised or the time during which it will vest.




	13.  STOCKHOLDER RIGHTS. You shall not be deemed
to be the holder of, or to have any of the rights of a holder  with respect to, any
shares of Common Stock subject to the option unless and until you have satisfied all
requirements for exercise of the option pursuant to its terms.




	14.  WITHHOLDING OBLIGATIONS.




	          (a)
At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other
amounts payable to you, and  otherwise agree to make adequate provision for (including by
means of a “cashless exercise” pursuant to a program  developed under
Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the
Company),  any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or  an affiliate of the Company, if any, which
arise in connection with your option.




	          (b)
Upon your request and subject to approval by the Company, in its sole discretion, and
compliance  with any applicable conditions or restrictions of law, the Company may
withhold from fully vested shares of  Common Stock otherwise issuable to you upon the
exercise of your option a number of whole shares of Common Stock  having a fair market
value, determined by the Company as of the date of exercise, not in excess of the minimum
amount of tax required to be withheld by law.  If the date of determination of any tax
withholding obligation is  deferred to a date later than the date of exercise of your
option, share withholding pursuant to the preceding  sentence shall not be permitted
unless you make a proper and timely election under Section 83(b) of the Code,  covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect
to which such  determination is otherwise deferred, to accelerate the determination of
such tax withholding obligation to the  date of exercise of your option. Notwithstanding
the filing of such election, shares of Common Stock shall be  withheld solely from fully
vested shares of Common Stock determined as of the date of exercise of your option  that
are otherwise issuable to you upon such exercise.  Any adverse consequences to you
arising in connection  with such share withholding procedure shall be your sole
responsibility. Notwithstanding the foregoing, the  Company shall not be authorized to
withhold shares of Common Stock in excess of the minimum statutory withholding
requirements for federal and state tax purposes, including payroll taxes.




	          (c)
      You may not exercise your option unless the tax withholding obligations
      of the Company and/or any affiliate are satisfied. Accordingly, you may
      not be able to exercise your




 
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	 option when desired even though your option is vested, and
      the Company shall have no obligation to issue a certificate for such shares
      of Common Stock or release such shares of Common Stock from any escrow provided
      for herein.



	15.  NOTICES. Any notices provided for in your
option shall be given in writing and shall be deemed effectively  given upon receipt or,
in the case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last address
you provided to the  Company.




	16.  CHOICE OF LAW. This option shall be
governed by, and construed in accordance with the laws of the State of  California, as
such laws are applied to contracts entered into and performed in such State.




	17.  MARKET LOCK-UP AGREEMENT.  Any shares
purchased with this option may not be sold or transferred except with  the prior consent
of the Board during any market lock-up period required by underwriters pursuant to a
public  offering of the Company’s securities or under an insider trading policy
adopted by the Board designed to ensure  compliance with applicable securities and other
laws.




	18.  GOVERNING AUTHORITY. This option is subject
to all interpretations, amendments, rules and regulations which  may from time to time be
promulgated and adopted by the Company. This authority shall be exercised by the Board,
or by a committee of one or more members of the Board in the event that the Board
delegates its authority to a  committee.  The Board, in the exercise of this authority,
may correct any defect, omission or inconsistency in  this option in a manner and to the
extent the Board shall deem necessary or desirable to make this option fully  effective.
References to the Board also include any committee appointed by the Board to administer
and interpret  this option. Any interpretations, amendments, rules and regulations
promulgated by the Board shall be final and  binding upon the Company and its successors
in interest as well as you and your heirs, assigns, and other  successors in interest.




	19.  AMENDMENT OF OPTION. The Board at any time,
and from time to time, may amend the terms of this option;  PROVIDED, HOWEVER, that the
rights under this option shall not be impaired by any such amendment unless (i) the
Company requests your consent and (ii) you consent in writing.




 
	 	
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	NOTICE OF EXERCISE




	The Immune Response Corporation

      5931 Darwin Court

      Carlsbad, CA 92008 Date of Exercise: _______________




	Ladies and Gentlemen:




	This constitutes notice under my nonstatutory
stock option that I elect to purchase the number of shares for the  price set forth below.





	Stock option dated:  January 13, 2003




	Number of shares as to which option is
exercised:  _______________




	Certificates to be issued in name of:
_______________




	Total exercise price:  $______________




	Cash payment delivered herewith:  $______________




	By this exercise, I agree (i) to provide such
additional documents as you may require and (ii) to provide for the  payment by me to you
(in the manner designated by you) of your withholding obligation, if any, relating to the
exercise of this option.




	Very truly yours,





	____________________________





 
	 	
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