8-K

QuickLinks -- Click here to rapidly navigate through this document

Draft of 6/13/02

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: June 11, 2002
(Date of earliest event reported)

THE IMMUNE RESPONSE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-18006	33-0255679
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5935 Darwin Court, Carlsbad, California 92008
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: (760) 431-7080

ITEM 5.    OTHER EVENTS

        As part of an effort to solidify the Company's finances, The Immune Response Corporation announced an agreement with Transamerica Technology Finance Corporation (Transamerica) to restructure its existing equipment loans, in effect curing the existing default under those loans and limiting the circumstances which can serve as the basis for any future default.

        The original equipment loan was used primarily to acquire equipment in the Company's Pennsylvania manufacturing facility and was primarily collateralized by the equipment on premises. The restructured agreement affects $1.5 million of the Company's outstanding debt.

        Pursuant to the agreements signed with Transamerica, the Company is obligated to pay Transamerica milestone payments upon receipt by the Company of proceeds from a certain number of financing activities. The payments would reduce the Company's existing Transamerica debt. The Company also remains obligated to make its scheduled debt payments to Transamerica until all the debt and interest has been paid in full. Additionally, the Company granted to Transamerica a security interest in the Company's assets, including its intellectual property, subject to an existing security interest in the intellectual property.

        As the Company previously disclosed in its Form 10-Q filed with the Securities and Exchange Commission, Transamerica had delivered the Company a notice of an event of default under its equipment loans.

        Co-founded by medical pioneer, Dr. Jonas Salk and based in Carlsbad, California, The Immune Response Corporation is a biopharmaceutical company developing immune-based therapies designed to treat HIV, autoimmune diseases and cancer. The Company also develops and holds patents on several technologies that can be applied to genes in order to increase gene expression or effectiveness, making it useful in a wide range of therapeutic applications for a variety of disorders.

This Form 8-K contains forward-looking statements. Actual results could vary materially from those expected due to a variety of risk factors, including, but not limited to, whether the Company will successfully raise proceeds from financing activities, that Transamerica will not in the future declare that the Company is in default of its debt arrangements, accelerate the Company's debt and seize its assets, whether data generated from previous trials can be replicated in future clinical trials, whether clinical trials will be successfully concluded, whether REMUNE® will be approved for marketing or be successfully commercialized and whether the Company will be able to obtain additional financing. Those factors are discussed more thoroughly in The Immune Response Corporation's SEC filings, including but not limited to its report on Form 10-K for the year ended December 31, 2001 and report on Form 10-Q for the quarter ended March 31, 2002. The Company undertakes no obligation to publicly release the result of any revisions to these forward- looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by securities laws.

        REMUNE® is a registered trademark of The Immune Response Corporation.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS
10.1	Agreement dated as of January 1, 2002 by and between The Immune Response Corporation and Transamerica Technology Finance Corporation
10.2	Intellectual Property Security Agreement dated as of January 1, 2002 by and between The Immune Response Corporation and Transamerica Technology Finance Corporation
10.3	Security Agreement dated as of January 1, 2002 by and between The Immune Response Corporation and Transamerica Technology Finance Corporation
10.4	Intercreditor Agreement dated as of June 11, 2002, by and between The Immune Response Corporation, Transamerica Technology Finance Corporation, Kevin Kimberlin Partners, L.P. and Oshkim Limited Partnership.

2

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 hereunto duly authorized.

        Dated: June 19, 2002

THE IMMUNE RESPONSE CORPORATION
By	/s/  DENNIS J. CARLO, PH.D. Dennis J. Carlo, Ph.D. President and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit	Description
10.1	Agreement dated as of January 1, 2002 by and between The Immune Response Corporation and Transamerica Technology Finance Corporation
10.2	Intellectual Property Security Agreement dated as of January 1, 2002 by and between The Immune Response Corporation and Transamerica Technology Finance Corporation
10.3	Security Agreement dated as of January 1, 2002 by and between The Immune Response Corporation and Transamerica Technology Finance Corporation
10.4	Intercreditor Agreement dated as of June 11, 2002, by and between The Immune Response Corporation, Transamerica Technology Finance Corporation, Kevin Kimberlin Partners, L.P. and Oshkim Limited Partnership.

QuickLinks

ITEM 5. OTHER EVENTS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE
EXHIBIT INDEX

EX-10.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.1

AGREEMENT

        THIS AGREEMENT (this "Agreement") dated as of January 1, 2002 is made by and between THE IMMUNE RESPONSE CORPORATION, a corporation organized under the laws of Delaware and I.R.C. Inc., a corporation organized under the laws of Delaware (The Immune Response Corporation and I.R.C. Inc. collectively referred to as "Borrower") and TRANSAMERICA TECHNOLOGY FINANCE CORPORATION successor in interest to TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("TTFC").

        WHEREAS, the Borrower and Transamerica Business Credit Corporation are parties to a Master Loan and Security Agreement dated as of September 30, 1999, as amended from time to time, (the Master Loan and Security Agreement and all documents executed in connection therewith hereinafter referred to as "Loan Agreement"; each capitalized term used but not defined herein shall have the meaning given to such term in the Loan Agreement); and

        WHEREAS, the Borrower and TTFC have determined that due to certain events that have occurred in connection with the Borrower, the Borrower and TTFC have agreed that the Borrower will provide TTFC with additional collateral and Payments (as defined below) and provide such other information as set forth herein; and

        WHEREAS, the Borrower shall (i) concurrently with the execution and delivery of this Agreement, grant to TTFC a first priority lien on all of the assets of the Borrower subject only to the lien on Borrower's intellectual property in favor of Kevin Kimberlin Partners, L.P. and Oshkim Limited Partnership (for purposes of this section, the "Partners") which lien is the subject of an intercreditor agreement among the Partners, Borrowers and TTFC; (ii) pay to TTFC Payments (as defined below) in accordance with the terms of this Agreement; and (iii) deliver to TTFC all of the documents, agreements, and other information set forth in this Agreement; and

        WHEREAS, TTFC is willing to accept such additional collateral and the Payments as set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereto agree as follows:

        1.Conditions to Restructure.    To induce TTFC to enter this Agreement, Borrower has satisfied (each and every one of the following conditions (or such conditions have been waived by TTFC):

A.

(a)

The Borrower has paid by wire transfer the sum of $5,000 for expenses incurred in the preparation, negotiation and delivery of this Agreement, including, without limitation, the reasonable fees and expenses of its counsel;



(b)

TTFC has received executed counterparts of this Agreement duly executed by the Borrower;



(c)

TTFC has received a resolution authorizing this Agreement, the matters covered hereby and the transactions contemplated hereby;



(d)

TTFC has received (i) completed, executed Representations and Warranties from Borrower in the form attached hereto as Exhibit A and (ii) financial statements for March 31, 2002;



(d)

TTFC has received an Intellectual Property Security Agreement ("IP Agreement") executed by Borrower in form and substance satisfactory to TTFC, a copy of which is attached as Exhibit B hereto;



(e)

TTFC has received a Security Agreement granting to TTFC a first priority lien subject to Permitted Liens as set forth in the Security Agreement on all assets of Borrower ("Security

Agreement") executed by Borrower in form and substance satisfactory to TTFC, a copy of which is attached as Exhibit C hereto;

B.

Upon satisfaction of all conditions set forth herein, TTFC agrees that:

(i)

Section 5.14 is deleted and the reference to Section 5.14 in Section 7(c) is deleted;

(ii)

Sections 7(i) and 7(m) are deleted; and

(iii)

Section 7 (h) is deleted and the following is substituted therefor:

(h)

the Borrower shall default in (i) the payment of principal or interest on any indebtedness in excess of $250,000 (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created; or (ii) the observance or performance of any other agreement or condition relating to any such indebtedness or contained in any instrument or agreement relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such indebtedness to cause, with the giving of notice if required, such indebtedness to become due prior to its stated maturity and such default shall not be remedied, cured, waived or consented to within the period of grace thereto;

        2.Payments.    The Borrower agrees to make all scheduled payments as set forth in the Note or Notes in accordance with the terms of the Note or Notes executed in connection with the Loan Agreement (any Note or Notes executed in connection with the Loan Agreement are hereinafter collectively referred to as "Notes", and at times referred to individually as "Note"). Notwithstanding the foregoing, the Borrower and TTFC agree that the scheduled payments as set forth in the Notes are revised to include the following additional mandatory repayments of principal (the "Payments").

          (i)  $200,000 immediately upon the receipt of proceeds by the Company from the closing of a private placement by the Company of units consisting of shares of the Company's common stock and warrants (the "Offering");

        (ii)  $200,000 immediately upon any exercise of the Company's Class A warrants sold by the Company in the Offering ("Class A Warrants"); provided, however, that such $200,000 shall be paid to Transamerica only at such time when the aggregate net proceeds of any exercise(s) of the Class A Warrants shall be equal to or greater than $300,000; and

        (iii)  $200,000 immediately upon any exercise of the Company's Class B warrants issued upon the exercise of the Class A Warrants ("Class B Warrants"); provided, however, that such $200,000 shall be paid to Transamerica only at such time when the aggregate net proceeds of any exercise(s) of the Class B Warrants shall be equal to or greater than $300,000.

        The Payments shall be applied to the Notes as follows:

First, to the balloon payment due pursuant to the latest maturing Note;

Second, to the balloon payment due pursuant to the next latest maturing Note;

Third, to the balloon payment due pursuant to the earliest maturing Note;

Fourth, inversely to the principal due under each Note on a pro-rata basis of the amount due on each Note to the total of the remaining scheduled payments of principal and interest due pursuant to all Notes.

        3.Covenant.    To induce TTFC to enter into this Agreement, the Borrower hereby covenants and agrees that it shall (i) provide TTFC and its agents access to the Borrower's premises and books and records at any time and from time to time, during normal business hours and upon reasonable notice

2

under the circumstances, to (a) inspect and verify all collateral securing all Obligations, and (b) inspect and copy any and all records pertaining thereto; (ii) provide TTFC with all documents and other information set forth in Section 1 above; (iii) no later June 11, 2002, deliver to TTFC an intercreditor agreement in form and substance satisfactory to TTFC by and among Kevin Kimberlin Partners, L.P., Oshkim Limited Partnership, Borrower and TTFC whereby such parties shall agree to share in the proceeds of the Borrower's intellectual property (as defined in the intercreditor agreement) until all Obligations to TTFC have been paid in full; and (iv) pay to TTFC by wire transfer, all expenses and costs incurred in connection with the perfection of TTFC's security interest in all of the assets of the Borrower, including but not limited to filing and recording fees in connection with UCC-1 financing statements and intellectual property security agreements in all offices that TTFC deems necessary or desirable.

        4.Representations and Warranties of the Borrower.    To induce TTFC to enter into this Agreement, the Borrower represents and warrant as follows:

(a)

The recitals in this Agreement are true and correct in all respects.



(b)

This Agreement has been duly executed and delivered.



(c)

The Borrower is duly organized, validly existing, and in good standing under the laws of Delaware.



(d)

The execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby or delivered in connection herewith are within Borrower's powers, have been duly authorized by all necessary action, and do not contravene any requirements of any law or regulation to which Borrower is bound or affected.



(e)

No authorization, approval, or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery, and performance by Borrower of this Agreement or any of the documents contemplated hereby or delivered in connection herewith to which Borrower is a party.



(f)

This Agreement and each of the documents contemplated hereby or delivered in connection herewith to which Borrower is a party constitute, and each of such documents to which Borrower is to be a party when delivered hereunder will constitute, the legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.



(g)

Other than as set forth in Borrower's filings with the Securities and Exchange Commission ("SEC"), there is not pending or, to the best of Borrwer's knowledge after due inquiry, any threatened action or proceeding affecting Borrower which (i) could individually or in the aggregate be reasonably expected to have a material adverse effect on Borrower or (ii) purports to affect the legality, validity, or enforceability of this Agreement, the transactions contemplated hereby, or any of the documents contemplated hereby or delivered in connection herewith.



(h)

Except for representations related to Sections 4.3 and 4.5 of the Loan Agreement, assuming the prior effectiveness of this Agreement, and except for the litigation referred to in the SEC filings, all representations and warranties of Borrower in the Loan Agreement are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date.

3

        5.Events of Default; Rights upon Default

        (a)  Each of the following shall constitute a "Default" hereunder:

          (i)  The existence of any Event of Default or other event, which, with the giving of notice or passage of time, would constitute an Event of Default; or

        (ii)  The Borrower shall fail to keep or perform any of the convenants or agreements contained herein; or

        (iii)  Any representation or warranty of Borrower shall be false, misleading or incorrect in any material respect.

        (b)  Upon the occurrence of a Default, TTFC may exercise its rights and remedies under the Loan Agreement and applicable law.

        6.Acknowledgement of Obligations.    The Borrower acknowledges that as of June 1, 2002, the Borrower is indebted to TTFC in the amount of $1,418,873.44, exclusive of interest, costs, expenses, late charges, and other fees and costs due under the Loan Agreement and that such obligations are absolute and unconditional and are the legal, valid and binding obligations of the Borrower without offset, defense or counterclaim, and interest, costs, and expenses continue to accrue with respect thereto.

        7.Effect and Construction of Agreement.    Except as amended hereby, the Loan Agreement shall remain in full force and effect in accordance with its respective terms, and except as provided herein, this Agreement shall not be construed to:

(a)

Waive or impair any rights, powers or remedies of TTFC under the Loan Agreement; or



(b)

Constitute an agreement by TTFC to extend the term of the Loan Agreement or the time for payment of any amounts due under the Loan Agreement.

        Borrower acknowledges that it has consulted with counsel and with such other experts and advisors as it has deemed necessary in connection with the negotiation, execution and delivery of this Agreement and the other documents executed in connection herewith.

        In the event of any inconsistency between the terms of this Agreement and the Loan Agreement, the terms of this Agreement shall govern.

        8.Reaffirmation of Loan Agreement.

(a)

Borrower hereby reaffirms the Loan Agreement and acknowledges that it is indebted to TTFC under the Loan Agreement and that its obligations under Loan Agreement are absolute and unconditional, are its legal, valid and binding obligations without offset, defense or counterclaim, and interest, costs and expenses continue to accrue with respect thereto.



(b)

The Borrower hereby reaffirms, confirms and acknowledges all of the terms of the Loan Agreement.

        9.Release.    In consideration of the foregoing, Borrower hereby releases, remises, acquits and forever discharges TTFC and TTFC's employees, agents, representatives, consultants, attorneys, fiduciaries, servants officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or thing done, omitted or suffered to be done by any of

4

the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Loan Agreement or any of the other Loan Documents (all of the foregoing hereinafter called the "Released Matters"). The Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower represents and warrant to TTFC that the Borrower has not purported to transfer, assign, pledge or otherwise convey any of its right, title or interest in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.

        10.Miscellaneous.

(a)

Further Assurances. The Borrower agrees to execute such other and further documents and instruments as TTFC may reasonably request to implement the provisions of this Agreement.



(b)

Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. No other Person shall be entitled to claim any right or benefit hereunder, including, without limitation, the status of a third party beneficiary of this Agreement.



(c)

Integration. This Agreement constitutes the entire agreement and understanding among the parties relating to the subject matter hereof and supersedes all prior proposals, negotiations, agreements and understandings relating to such subject matter. In entering into this Agreement, the Borrower acknowledges that it is relying on no statement, representation, warranty, covenant or agreement of any kind made by TTFC or any employee or agent of TTFC, except for the agreements of TTFC set forth herein.



(d)

Invalidity. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.



(e)

GOVERNING LAW. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.



(f)

Counterparts; Telecopied Signatures. This Agreement may be executed in any number of counterparts and by different parties to this Agreement in separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.



(g)

Notices. Any notices with respect to this Agreement shall be given in the manner and to the addresses provided in the Loan Agreement or to such other address as any party may designate to the other parties hereto in the manner specified in the Loan Agreement.



(h)

Headings. The titles and headings of the numbered paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any consideration in the construction of this Agreement.



(i)

Survival. All representations, warranties, covenants, agreements, undertakings, waivers and releases of the Borrower contained herein shall survive the payment in full of the obligations.

5

(j)

Amendments, Etc. No Purported amendment, modification, rescission, waiver or release of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the parties hereto, and any such waiver shall be effective only in the specific instance and for the specific purpose for which given.



(k)

Cost and Expenses. The Borrower shall pay on demand all costs and expenses of TTFC including, without limitation, all reasonable attorneys and other professionals' fees and related disbursements incurred in connection with the administration and enforcement of this Agreement or with respect to advising TTFC of its rights and responsibilities hereunder and under the Loan Agreement.

        11.    SUBMISSION TO JURISDICTION; JURY WAIVER.    BORROWER IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY ILLINOIS STATE OR FEDERAL COURT SITTING IN ILLINOIS FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND BORROWER IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE OR FEDERAL COURT. BORROWER AND TTFC IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first above written.

THE IMMUNE RESPONSE CORPORATION

By:

Name:

Title:

I.R.C. INC.

By:

Name:

Title:

TRANSAMERICA TECHNOLOGY FINANCE CORPORATION
successor in interest to TRANSAMERICA BUSINESS CREDIT CORPORATION

By:

Name:

Title:

QuickLinks

Exhibit 10.1

AGREEMENT

EX-10.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.2

INTELLECTUAL PROPERTY SECURITY AGREEMENT

        This Intellectual Property Security Agreement is entered into as of January     , 2002 by and between TRANSAMERICA TECHNOLOGY FINANCE CORPORATION successor in interest to TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation, ("TTFC") and THE IMMUNE RESPONSE CORPORATION, a Delaware corporation, and I.R.C. INC. (The Immune Response Corporation and I.R.C. Inc. collectively referred to as "Grantor"), with reference to the following facts:

        TTFC and Grantor, are parties to that certain Master Loan and Security Agreement dated September 30, 1999 (as amended from time to time, the "Loan Agreement"). TTFC and Grantor are entering into that certain Security Agreement of even date (as amended from time to time, the "Loan Agreement"). The Loan Agreement, the Security Agreement, and all other "Loan Documents" (as defined in the Loan Agreement) are referred to herein as the "Loan Documents". Capitalized terms used herein have the meaning assigned in the Loan Agreement. Pursuant to the terms of the Loan Agreement, Grantor has granted to TTFC a security interest in all of Grantor's right, title and interest, whether presently existing or hereafter acquired, in, to and under the Collateral.

        NOW, THEREFORE, Grantor agrees as follows:

        To secure performance of its "Obligations" as defined in the Loan Agreement, Grantor grants to TTFC a security interest in all of Grantor's right, title and interest in all of Grantor's present and future Intellectual Property including without limitation those Copyrights, Patents and Trademarks listed on Schedules A, B and C hereto, and including without limitation all proceeds thereof (including without limitation all license royalties and proceeds of infringement suits) (collectively, the "Intellectual Property".

        Grantor represents and warrants that listed on Schedule A hereto are (i) all trademark registrations and pending registrations owned or controlled by Grantor or licensed to Grantor, (ii) all patents and patent applications owned or controlled by Grantor or licensed to Grantor, and (iii) all of Grantor's software, computer programs and other works of authorship subject to United States copyright protection (other than off-the-shelf software licensed to Grantor on a non-exclusive basis), including, without limitation, those for which the sale, licensing or other disposition results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Grantor. Grantor shall, within 15 days after the date hereof, register or cause to be registered (to the extent not already registered) with the United States Copyright Office those intellectual property rights listed on Schedule A hereto under the heading of "Copyrights". Grantor shall register or cause to be registered on an expedited basis with the United States Copyright Office any additional software, computer programs and other works of authorship developed or acquired by Grantor from time to time hereafter (including without limitation revisions or additions to the intellectual property rights listed on such Schedule A under the heading of "Copyrights"). Grantor shall from time to time, execute and file such other instruments, and take such further actions as TTFC may reasonably request from time to time to perfect or continue the perfection of TTFC's interest in the intellectual property.

        TTFC shall have all of the rights and remedies provided in the Loan Agreement, the Security Agreement and the other Loan Documents, and which it otherwise has at law and in equity, subject to the terms of the Intercreditor Agreement dated as of June    , 2002 among TTFC, Kevin Kimberlin Partners L.P., Oshkim Limited Partnership and the Grantor, with respect to the Intellectual Property, and all rights hereunder and thereunder are cumulative.

        IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.

Address of Grantor:	THE IMMUNE RESPONSE CORPORATION
5935 Darwin Court
Carlsbad, CA 92008	By
Attn: Howard Sampson, Vice President, Finance	Title
	I.R.C. INC.
	By
	Title
Address of TTFC:	TRANSAMERICA TECHNOLOGY FINANCE CORPORATION
76 Batterson Park Road Farmington, CT 06032
	By
	Title

SCHEDULE A

Trademarks

Description
Registration/
Application
Number Registration/
Application
Date

Patents

Description
Registration/
Application
Number Registration/
Application
Date

Copyrights

Description
Registration/
Application
Number Registration/
Application
Date

QuickLinks

Exhibit 10.2

INTELLECTUAL PROPERTY SECURITY AGREEMENT
SCHEDULE A

EX-10.3

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.3

TTFC

Security Agreement

Borrower:	The Immune Response Corporation, a Delaware corporation
Address:	5935 Darwin Court Carlsbad, CA 92008
Borrower:	I.R.C. Inc., a Delaware corporation
Address:	5935 Darwin Court Carlsbad, CA 92008
Date:	January 1, 2002

THIS SECURITY AGREEMENT is entered into as of the above date, between The Immune Response Corporation having chief executive office and principal place of business at the address above, and I.R.C. Inc. having chief executive office and principal place of business at the address shown above, (The Immune Response Corporation and I.R.C. Inc. collectively referred to as the "Borrower"), and TRANSAMERICA TECHNOLOGY FINANCE CORPORATION, successor in interest to Transamerica Business Credit Corporation, a Delaware corporation, ("TTFC") having its principal office at 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018 and having an office at 76 Batterson Park Road, Farmington, Connecticut 06032. (Definitions of certain terms used in this Agreement are set forth in Section 6 below.) This Security Agreement supplements that certain Master Loan and Security Agreement dated September 30, 1999, as amended from time to time between Borrower, and Transamerica Business Credit Corporation (and all extensions, renewals, replacements and modifications thereof) (the "Loan Agreement"). This Security Agreement is one of the "Loan Documents" as defined in the Loan Agreement. Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement. The parties agree as follows:

        1.    SECURITY INTEREST.    To secure the payment and performance when due of all of the Obligations, Borrower hereby grants to TTFC a first-priority security interest (subject only to Permitted Liens) in all of Borrower's present and future Receivables, Investment Property, Inventory, Equipment, Other Property, and other Collateral, wherever located.

        2.    REPRESENTATIONS AND WARRANTIES OF BORROWER.    Borrower represents and warrants that the following representations and warranties are true, and (except as otherwise permitted by this Agreement) will continue to be true throughout the term of this Agreement and until all Obligations have been paid and performed in full.

        2.1.    Locations of Offices, Records and Collateral.    The address of the principal place of business and chief executive office of Borrower is, and the books and records of Borrower are maintained exclusively in the possession of Borrower at the address of Borrower specified in the heading of this Agreement. Borrower has places of business, and Collateral is located, only at such address and at the addresses set forth in the Schedule and at any additional locations reported to TTFC pursuant to this Agreement.

        2.2.    Authority.    Borrower has the requisite corporate power and authority to execute, deliver and perform its obligations under each of the Loan Documents. All corporate action necessary for the execution, delivery and performance by Borrower of the Loan Documents has been taken.

        2.3.    No Conflict.    The execution, delivery and performance of each Loan Document by Borrower does not and will not contravene the articles or certificate of incorporation or by-laws of

1

Borrower, any requirement of applicable law to which Borrower is a party or by which its assets are bound.

        2.4.    Rights in Collateral; Priority of Liens.    All Collateral is owned, licensed to Borrower or leased by Borrower, free and clear of any and all Liens in favor of third parties, other than Permitted Liens. The Liens granted to TTFC pursuant to the Loan Documents constitute valid, enforceable and perfected first-priority Liens on the Collateral, except for Permitted Liens.

        2.5.    Intellectual Property.    Set forth on the Schedule hereto is a complete and accurate list, as of the date hereof, of all of Borrower's Intellectual Property (other than non-exclusive licenses). Borrower owns or licenses all material Intellectual Property which is necessary or advisable for the operation of its business as presently conducted or proposed to be conducted. To the best of its knowledge, Borrower has not infringed any Intellectual Property owned by any other Person.

        2.6.    Survival of Representations.    All representations made by Borrower in this Agreement and in any other Loan Document executed and delivered by it in connection herewith shall survive the execution and delivery hereof and thereof and the closing of the transactions contemplated hereby and thereby, and shall be deemed continuing.

        3.    AFFIRMATIVE COVENANTS OF THE BORROWER.    Until termination of this Agreement and payment and satisfaction of all Obligations:

        3.1.    Maintenance of Collateral.    Borrower shall keep all tangible personal property Collateral in good working order and condition (ordinary wear and tear excepted) in accordance with Borrower's past operating practices. Where Borrower is permitted to dispose of any Collateral under this Agreement or by any consent thereto given by TTFC, Borrower shall do so in a good faith arm's length transaction.

        3.2.    Insurance.    Borrower shall maintain replacement value insurance on the Collateral and its other assets, and other insurance customary in Borrower's industry, under such policies of insurance, with such insurance companies, in such amounts and covering such risks as are at all times reasonably satisfactory to TTFC. Said policies covering the Collateral shall name TTFC as an additional insured and contain a lender loss payee endorsement and such other provisions as TTFC may reasonably specify.

        3.3.    Books and Records; Inspections.    Borrower shall maintain books and records pertaining to the Collateral consistent with generally accepted accounting principles, and provide TTFC and its agents access to the premises of Borrower from time to time, during normal business hours and upon reasonable notice under the circumstances (and at any time on and after the occurrence and during the continuance of a Default or Event of Default), for the purposes of inspecting and verifying the Collateral, inspecting and copying any and all Records.

        3.4.    Notification Requirements.    Borrower shall give TTFC the following notices and other documents:

        (a)    Change of Name or Chief Executive Office; Opening Additional Places of Business.    Borrower shall give TTFC at least 30 days prior written notice of any change of Borrower's corporate name or its chief executive office or of the opening of any additional place of business.

        (b)    Casualty Loss.    Borrower shall (i) provide written notice to TTFC, within five Business Days, of any material damage to, the destruction of or any other material loss to any asset or property owned or used by Borrower (other than assets with a net book value, individually or in the aggregate, less than $50,000) and (ii) diligently file and prosecute its claim or claims for any award or payment in connection with any of the foregoing.

2

        (c)    Intellectual Property.    Borrower shall promptly give TTFC written notice of any copyright registration or trademark registration made by it, the filing of any application for, or the obtaining of, any patent, and any rights Borrower may hereafter obtain to any Intellectual Property.

        (d)    Deposit Accounts and Security Accounts.    Borrower shall promptly give TTFC written notice of the opening of any new bank account, deposit account, or securities account.

        3.5.    Intellectual Property.    Borrower shall do and cause to be done all things necessary to preserve, maintain and keep in full force and effect all of its Intellectual Property in accordance with prudent business practices, except to the extent that the failure to preserve or maintain such right would not reasonably be expected to have a Material Adverse Effect.

        3.6.    Proceeds of Collateral.    Borrower shall deliver to TTFC all proceeds of any sale or other transfer or disposition of any Collateral, except for (i) proceeds of Borrower's Receivables arising in the ordinary course of business, provided that no Default or Event of Default has occurred and is continuing, (ii) proceeds from the sale of obsolete or unneeded Equipment in an amount not to exceed $100,000 in the aggregate in any fiscal year, provided that no Default or Event of Default has occurred and is continuing, and (iii) proceeds of Collateral subject to a Permitted Lien with priority over the security interest of TTFC, which proceeds are required to be paid to the holder of the Permitted Lien. Such proceeds shall be delivered to TTFC immediately upon receipt of the same and in the same form as received, with any necessary endorsements, and Borrower will not commingle any such proceeds with any of its other funds or property, but will segregate them from the other assets of Borrower and will hold them in trust and for the account and as the property of TTFC. The provisions of this Section do not limit any of the other terms of this Agreement, and do not imply any consent to any sale or other transfer of Collateral in violation of any other provision of this Agreement.

        4.    NEGATIVE COVENANTS.    Borrower shall not do any of the following, directly or indirectly, or agree to do any of the following, without the prior written consent of TTFC (which shall be a matter of its good faith business judgment).

        4.1.    Transfers of Collateral.    Sell, transfer or otherwise dispose of any Collateral, in any fiscal year, other than (i) Equipment which is no longer needed in Borrower's operations and which has an aggregate fair market value of less than $100,000 for all such Equipment sold or transferred in any fiscal year, and which was not financed by TTFC under the Loan Agreement (ii) sales of Inventory in the ordinary course of business and (iii) licenses or sublicenses of Intellectual Property on a non-exclusive basis in the ordinary course of Borrower's business.

        4.2.    Liens.    Create, incur, assume or suffer to exist any Lien on or with respect to any of the Collateral, other than Permitted Liens.

        5.    EVENTS OF DEFAULT.

        5.1.    Events of Default.    The occurrence of any of the following events shall constitute an "Event of Default": (a) Borrower shall breach any provision of this Agreement, which by its nature cannot be cured, or any representation or warranty made by or on behalf of Borrower to TTFC, under this Agreement, shall be incorrect or misleading in any material respect when made or deemed made; or (b) Borrower shall breach any other provision of this Agreement, and such failure continues uncured for a period of five Business Days after the date it occurs; or (c) Any Event of Default occurs under the Loan Agreement or any other Loan Document, assuming the effectiveness of the Agreement dated as of January 1, 2002 between Borrower and TTFC.

        5.2.    Remedies.    After the occurrence and during the continuance of an Event of Default, TTFC shall have all rights and remedies under applicable law and the Loan Documents, and

3

TTFC may do any or all of the following: Declare all Obligations to be immediately due and payable without presentment, demand, protest or any other action or obligation of TTFC; Cease making any extensions of credit to Borrower of any kind; Take possession of all documents, instruments, files and Records relating to the Receivables or other Collateral and use supplies and space of Borrower at Borrower's places of business to administer and collect the Receivables and other Collateral; Accelerate or extend the time of payment, compromise, issue credits, or bring suit on the Receivables and other Collateral (in the name of Borrower or TTFC) and otherwise administer and collect the Receivables and other Collateral; Collect, receive, dispose of and realize upon any Investment Property, including withdrawal of any and all funds from any securities accounts; Sell, assign and deliver the Receivables and other Collateral, with or without advertisement, at public or private sale, for cash, on credit or otherwise, subject to applicable law; Foreclose on the security interests created pursuant to the Loan Documents by any available procedure, take possession of any or all of the Collateral, with or without judicial process, and enter any premises where any Collateral may be located for the purpose of taking possession of, storing, dealing with, or removing the same, and Borrower shall make such premises available to TTFC; and Bid or become a purchaser at any sale, if permitted under applicable law. If notice of intended disposition of any Collateral is required by law, it is agreed that five Business Days notice shall constitute reasonable notification. Borrower will assemble the Collateral and make it available at such locations as TTFC may specify, whether at the premises of Borrower or elsewhere. Borrower recognizes that TTFC may be unable to make a public sale of any or all of the Investment Property, by reasons of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale.

        5.3.    Receivables.    After the occurrence and during the continuance of an Event of Default, TTFC may settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable, and notify account debtors on the Receivables and other Collateral that the Receivables and Collateral have been assigned to TTFC, and that payments in respect thereof shall be made directly to TTFC.

        5.4.    Investment Property.    Borrower shall have the right to retain all Investment Property payments and distributions, unless and until a Default or an Event of Default has occurred. If a Default or an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, and distributions with respect to, Investment Property in trust for TTFC, and Borrower shall deliver all such payments, proceeds and distributions to TTFC, immediately upon receipt, in their original form, duly endorsed, to be applied to the Obligations in such order as TTFC shall determine.

        5.5.    License Intellectual Property.    After the occurrence and during the continuance of an Event of Default, unless expressly prohibited by any licensor thereof, TTFC is hereby granted a license to use all Intellectual Property used by Borrower in connection with its business or in connection with the Collateral.

        5.6.    Deficiency; Remedies Cumulative.    The net cash proceeds resulting from TTFC's exercise of any of its rights with respect to Collateral (after deducting all of TTFC's reasonable expenses related thereto), shall be applied by TTFC to such of the Obligations in such order as TTFC shall elect in its sole and absolute discretion, whether due or to become due. Borrower shall remain liable to TTFC for any deficiencies, and TTFC shall remit to Borrower, any surplus resulting therefrom. The remedies specified in this Agreement are cumulative, may be exercised in such order and with respect to such Collateral as TTFC may deem desirable, and are not intended to be exclusive, and the full or partial exercise of any of them shall not preclude the full or partial

4

exercise of any other available remedy under this Agreement, under any other Loan Document, at equity or at law.

        5.7.    Waivers.    Borrower hereby waives any bonds, security or sureties required by any statute, rule or any other law as an incident to any taking of possession by TTFC of any Collateral. Borrower also waives any damages (direct, consequential or otherwise) occasioned by the enforcement of TTFC's rights under this Agreement or any other Loan Document, including the taking of possession of any Collateral or the giving of notice to any account debtor or the collection of any Receivable or other Collateral (other than damages that are the result of acts or omissions constituting gross negligence or willful misconduct of TTFC).

        5.8.    Right to Make Payments.    In the event that Borrower shall fail to perform or comply with any covenant, or obligation to TTFC hereunder or under any other Loan Document, TTFC may (but shall not be required to) perform, pay, satisfy, discharge or bond the same for the account of Borrower, and all amounts so paid by TTFC shall be treated as a Loan under the Loan Agreement to Borrower and shall constitute part of the Obligations.

        5.9.    Notwithstanding anything to the contrary contained herein or in any Loan Document, deposit accounts, TTFC shall not be permitted to issue entitlement orders or instruct the securities intermediary, entitlement holder or counterparty to any control agreement (the "Deposit Bank") with respect to such deposit accounts to transfer or restrict the funds on deposit with respect to such deposit accounts; provided that if (i) the Borrower shall fail to pay within five days of when due any regularly scheduled interest or principal payment to be paid by the Borrower under any the Loan Agreement, TTFC may instruct such Deposit Bank to transfer to TTFC such delinquent amounts, but in no case may TTFC instruct the Deposit Bank to transfer more than such delinquent regularly scheduled interest or principal and (ii) Borrower files for Bankruptcy protection such account control agreement shall be sufficient to protect TTFC's interest in such Deposit Accounts.

        6.    DEFINITIONS.

        6.1.    General Definitions.    As used herein, the following terms shall have the meanings herein specified:

        (a)  Affiliate means as to any Person, any other Person who directly or indirectly controls, is under common control with, is controlled by or is a director or officer of such Person.

        (b)  Collateral means Receivables, Investment Property, Inventory, Equipment, and Other Property, and all additions and accessions thereto and substitutions and replacements therefor and improvements thereon, and all proceeds (whether cash or other property) and products thereof, including, without limitation, all proceeds of insurance covering the same and all tort claims in connection therewith, and all Records, relating to the foregoing, and all equipment containing the foregoing.

        (c)  Default means any event which, with notice or passage of time or both would constitute an Event of Default.

        (d)  Equipment means all machinery, equipment, furniture, fixtures, conveyors, tools, materials, storage and handling equipment, computer equipment and hardware (including central processing units, terminals, drives, memory units, printers, keyboards, screens, peripherals and input or output devices), molds, dies, stamps, vehicles, and other equipment of every kind and nature and wherever situated, now or hereafter owned by Borrower or in which Borrower may have any interest as lessee or otherwise (to the extent of such interest), together with all additions and accessions thereto, all replacements and all accessories and parts therefor, all manuals, blueprints, know-how, warranties and Records in connection

5

therewith, all rights against suppliers, warrantors, manufacturers, sellers or others in connection therewith, and together with all substitutes for any of the foregoing.

        (e)  Event of Default means any of the events specified in Section 5.1.

        (f)    Intellectual Property means all present and future (i) patents and patent applications and all patent rights with respect thereto throughout the world (including without limitation all license royalties and proceeds of infringement and other suits, foreign filing rights, and rights to extend such patents and patent rights, and all rights in all patentable inventions, and to file applications for patent under federal patent law or under the laws or regulations of any foreign country, (ii) copyrights (whether or not registered with the United States Copyright Office), and all applications for copyright registration (including without limitation, applications for copyright registrations of derivative works and compilations, all license royalties and proceeds of infringement and other suits, foreign filing rights, and rights to extend such copyrights), (iii) trademarks and rights and interest which are capable of being protected as trademarks (including without limitation trademarks, service marks, designs, logos, indicia, tradenames, corporate names, company names, business names, fictitious business names, trade styles, and other source or business identifiers, and applications pertaining thereto, and all rights to register trademark claims under any state or federal trademark law or regulation of any foreign country, and to apply for, renew, and extend trademark registrations and trademark rights, and all proceeds of infringement and other suits, (iv) computer programs, software, source codes, object codes, data bases, and processes, and (v) all other intellectual property, and (vi) all applications for any of the foregoing and all licenses with respect to any of the foregoing.

        (g)  Inventory means all present and future goods intended for sale, lease or other disposition by Borrower including, without limitation, all raw materials, work in process, finished goods and other inventory, all materials and supplies of any kind, nature or description which are or may be used in connection with the manufacture, packing, shipping, advertising, selling or finishing of any such goods, and all documents of title or documents representing the same.

        (h)  Investment Property means any and all investment property of Borrower, including all securities, whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, and whether now existing or hereafter acquired or arising.

        (i)    Lien means any lien, claim, charge, pledge, security interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional sale, retention of title or other preferential arrangement having substantially the same economic effect as any of the foregoing, whether voluntary or imposed by law.

        (j)    Loan Agreement has the meaning set forth in the heading to this Agreement.

        (k)  Loan Documents means this Agreement, the Loan Agreement, and all present and future documents and instruments delivered or to be delivered by Borrower, or any of its Affiliates under, in connection with or relating to this Agreement or the Loan Agreement as each of the same may be amended, supplemented or otherwise modified from time to time.

        (l)    Obligations has the meaning set forth in the Loan Agreement.

        (m)  Other Property means all present and future: instruments, documents, documents of title, notes, promissory notes, drafts, acceptances, letters of credit and rights to receive proceeds of letters of credit, deposit accounts, chattel paper, insurance policies, insurance

6

proceeds, leases, causes of action, judgments, claims against third parties, leasehold rights in any personal property, Records, general intangibles (including without limitation, all contract rights, tax refunds, rights to receive tax refunds, Intellectual Property, royalties, licenses, permits, franchise rights, authorizations, customer lists, rights of indemnification, contribution and subrogation, trade secrets, computer service contracts, goodwill, deposits, choses in action, designs, blueprints, plans, know-how, telephone numbers and rights thereto, credits, reserves, and all forms of obligations whatsoever now or hereafter owing to Borrower), all property at any time in the possession or under the control of TTFC, and all security given by Borrower to TTFC pursuant to any other Loan Document or agreement.

        (n)  Permitted Liens means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced and be continuing: (i) Liens in favor of TTFC; (ii) Liens for taxes, assessments and other governmental charges or levies or the claims or demands of landlords, carriers, warehousemen, mechanics, laborers, materialmen and other like Persons arising by operation of law in the ordinary course of business for sums which are not yet due and payable; (iii) cash deposits or pledges of an aggregate amount not to exceed $100,000 to secure the payment of worker's compensation, unemployment insurance or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business; (iv) a Lien on any item of Equipment created substantially simultaneously with the acquisition of such Equipment for the purpose of financing such acquisition, provided that such Lien shall attach only to the Equipment acquired; and (v) liens on Borrower's intellectual property to Kevin Kimberlin Partners, L.P. and Oshkim Limited Partnership (for purposes of this definition, the "Partners") which liens are the subject of an intercreditor agreement among the Partners, Borrower and TTFC.

        (o)  Person means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, joint stock company, association, corporation, institution, entity, party or government (including any division, agency or department thereof) or any other legal entity, whether acting in an individual, fiduciary or other capacity, and, as applicable, the successors, heirs and assigns of each.

        (p)  Receivables means all present and future accounts and accounts receivable, together with all security therefor and guaranties thereof and all rights and remedies relating thereto, including any right of stoppage in transit.

        (q)  Records means all records, files, data, writings and information (including without limitation any of the foregoing maintained on a computer or in other electronic form).

        (r)  Schedule means the Schedule to this Agreement.

        6.2.    Headings; Construction.    The headings herein are for convenience only and shall not affect the meaning or construction of any provision of this Agreement. This Agreement has been fully reviewed and negotiated between the parties and no uncertainty or ambiguity in any term or provision of this Agreement shall be construed strictly against TTFC or Borrower under any rule of construction or otherwise.

        7.    GENERAL PROVISIONS.

        7.1.    Governing Law.    The validity, interpretation and enforcement of this agreement and the other Loan Documents and any dispute arising out of or in connection with this Agreement or any of the other Loan Documents, whether sounding in contract, tort, equity or otherwise, shall be governed by the internal laws and decisions of the State of Illinois.

7

        7.2.    Power of Attorney.    Borrower hereby irrevocably authorizes and appoints TTFC, or any Person TTFC may designate, as its attorney-in-fact, at Borrower's sole cost and expense, to exercise, all of the following powers, which are coupled with an interest and are irrevocable: (A) to give or sign Borrower's name to any UCC financing statement, or any notices or other document necessary or desirable to create, perfect or continue TTFC's security interest in any Collateral, to execute and deliver to any securities intermediary or other Person any entitlement order, account control agreement or other notice, document or instrument with respect to any Investment Property constituting Collateral, and to make any payment or take any act necessary or desirable to protect or preserve any Collateral or TTFC's security interest therein or the priority thereof, or in order to fully consummate all the transactions contemplated under this Agreement or any other Loan Document; (B) if an Event of Default has occurred and is continuing, to receive, take, endorse, sign, assign and deliver, all in the name of TTFC or Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; and (C) to take or bring, in the name of TTFC or Borrower, all steps, actions, suits or proceedings, and execute all documents, deemed by TTFC necessary or desirable to enforce or effect collection of Receivables and other Collateral or to convey any item of Collateral to any purchaser thereof.

        7.3.    Delays; Partial Exercise of Remedies.    No delay or omission of TTFC to exercise any right or remedy hereunder shall impair any such right or operate as a waiver thereof. No single or partial exercise by TTFC of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy.

        7.4.    Notices.    Except as otherwise provided herein, all notices and correspondence hereunder shall be in writing and shall be sent and deemed given as provided in the Loan Agreement.

        7.5.    Costs.    Borrower shall, upon demand, pay to TTFC all reasonable costs and expenses incurred by TTFC (including the reasonable fees and disbursements of counsel and other professionals) in connection with the preparation, execution, delivery, administration, modification, amendment and enforcement of this Agreement and the other Loan Documents, or to defend any of its rights under or in respect of this Agreement, any other Loan Document, or foreclose or otherwise realize upon the Collateral or any part thereof, or to prosecute actions against, or defend actions by, account debtors, or to commence, intervene in, or defend any action or proceeding, or to initiate any complaint to be relieved of the automatic stay in bankruptcy, or to file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim, or to examine, audit, copy, and inspect any of the Collateral or any of Borrower's Records, and otherwise represent TTFC in any litigation relating to Borrower.

        7.6.    Amendments and Waivers.    Any provision of this Agreement or any other Loan Document may be amended or waived if, but only if, such amendment or waiver is in writing and signed by Borrower and TTFC, and then any such amendment or waiver shall be effective only to the extent set forth therein. The failure of TTFC at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other present or future agreement between Borrower and TTFC shall not waive or diminish any right of TTFC later to demand and receive strict compliance therewith. Any waiver of any Default or Event of Default shall not waive or affect any other Default or Event of Default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other agreement now or in the future executed by Borrower and delivered to TTFC shall be deemed to have been waived by any act or knowledge of TTFC or its agents or employees, but only by a specific written waiver signed by an authorized officer of TTFC and delivered to Borrower.

        7.7.    Counterparts; Fax Signatures.    This Agreement and any waiver or amendment hereto may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but which shall together constitute one and

8

the same agreement. This Agreement and the other Loan Documents and any document relating hereto or thereto may be executed and delivered by fax with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

        7.8.    Severability.    In case any provision in or obligation under this Agreement or any other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

        7.9.    Further Assurances.    Borrower will take all actions that TTFC may reasonably request to perfect and protect TTFC's security interests in the Collateral and to carry out the purposes of this Agreement.

        7.10.    Joint and Several Liability.    If Borrower consists of more than one Person, their liability shall be joint and several, and the compromise of any claim with, or the release of, any Borrower shall not constitute a compromise with, or a release of, any other Borrower.

        7.11.    Entire Agreement.    This Agreement and the other Loan Documents constitute the entire agreement between the parties, supersede any prior written and oral agreements between them. There are no oral understandings, oral representations or oral agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith.

        7.12.MUTUAL WAIVER OF JURY TRIAL.TTFC AND BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN TTFC AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF TTFC OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH TTFC OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

9

Borrower:

THE IMMUNE RESPONSE CORPORATION

By

Title

I.R.C. Inc.

By

Title

TTFC:

TRANSAMERICA TECHNOLOGY FINANCE
CORPORATION successor in interest to
TRANSAMERICA BUSINESS CREDIT
CORPORATION

By

Title

10

Schedule to

Security Agreement

        Other Places of Business and Locations of Collateral (Section 2.1):
  
  
         

        Intellectual Property (Section 2.5):

        As set forth in Intellectual Property Security Agreement between the parties of even date.

QuickLinks

Exhibit 10.3

Security Agreement
Schedule to Security Agreement

EX-10.4

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.4

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT (this "Agreement), dated as of June 11, 2002, by and among Transamerica Technology Finance Corporation, a Delaware corporation and successor in interest to Transamerica Business Credit Corporation ("Transamerica"), The Immune Response Corporation, a Delaware corporation (the "Company"), Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("KKP"), and Oshkim Limited Partnership, a Nevada limited partnership ("Oshkim").

        WHEREAS, the Company and Transamerica are parties to that certain Master Loan and Security Agreement, dated as of September 30, 1999 (as amended from time to time, and all documents executed in connection therewith collectively referred to as the "Transamerica Loan Agreement"), pursuant to which Transamerica has been granted a continuing first priority lien on, and security interest in, all of the Company's right, title and interest in and to the Collateral (as defined in the Transamerica Loan Agreement) to secure the payment and performance of all the Obligations (as defined in the Transamerica Loan Agreement and as hereinafter known as the "Company's Obligations to Transamerica"); and

        WHEREAS, the Company, KKP and Oshkim are parties to that certain Note Purchase Agreement, dated as of November 9, 2001 (as amended form time to time, the "Kimberlin Purchase Agreement"), pursuant to which KKP and Oshkim have made certain loans to the Company; and

        WHEREAS, the Company, KKP and Oshkim are parties to that certain Intellectual Property Security Agreement, dated as of November 9, 2001 (as amended from time to time, the "Kimberlin Security Agreement" and, collectively with the Kimberlin Purchase Agreement, the "Kimberlin Agreements"), pursuant to which KKP and Oshkim have been granted security interests in all of the Company's then owned and thereafter acquired Trademarks, Patents and Licenses (each as defined in the Kimberlin Security Agreement and, collectively, the "Intellectual Property") to secure the timely payment, performance and satisfaction of the obligations of the Company under the Notes and Warrants (each as defined in the Kimberlin Purchase Agreement) and the Kimberlin Agreements (collectively, the "Company's Obligations to Kimberlin"); and

        WHEREAS, on May 20, 2002, Transamerica provided to the Company a notice ("Notice") (i) claiming the occurrence of an Event of Default under the Transamerica Loan Agreement and (ii) of Transamerica's acceleration of all amounts due and owing by the Company under the Transamerica Loan Agreement; and

        WHEREAS, Transamerica has declared in the Notice that, unless the Company (i) pays all amounts due and owing under the Transamerica Loan Agreement to Transamerica by May 23, 2002 or (ii) makes an alternate arrangement satisfactory to Transamerica, Transamerica shall seek to enforce against the Company the rights and remedies of Transamerica under the Transamerica Loan Agreement; and

        WHEREAS, Transamerica, KKP and Oshkim (each a "Beneficiary" and, collectively, the "Beneficiaries") hereby desire to set forth their agreements with respect to the enforcement, exercise and administration of their respective rights, interests, powers and authorities with respect to all or any portion of the Intellectual Property; and

        WHEREAS, in consideration of the agreements set forth herein, the Company and Transamerica have negotiated an arrangement wherein Transamerica has agreed (i) to withdraw its declarations and demands made in the Notice, (ii) waive all Events of Default set forth in the Notice and (iii) not to enforce its rights and remedies under the Transamerica Loan Agreement as a result of the Events of Default set forth in the Notice in exchange for, among other things, the grant by the Company to Transamerica of a security interest in all of the Company's assets, including a subordinated security interest in the Intellectual Property (the "All Asset Lien"); and

        WHEREAS, the Company and Transamerica have or are about to enter into a Security Agreement and an Intellectual Property Security Agreement in order to accomplish the granting by the Company of the All Asset Lien to Transamerica (the Security Agreement and Intellectual Property Security Agreement, together with the Transamerica Loan Agreement, are hereinafter collectively referred to as the "Transamerica Loan Documents").

        NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Company, Transamerica, KKP and Oshkim hereby agree as follows:

Section 1.Priority of Security Interests in Intellectual Property.    Subject to Section 2(b) hereof and notwithstanding any contrary priority established by (a) the filing dates of their respective Uniform Commercial Code ("UCC") financing statements and any amendments thereto, (b) the recording dates of any other security perfection documents, or (c) the dates on which either KKP, Oshkim or Transamerica took or takes possession of all or any portion of the Intellectual Property, the parties agree that the security interests of KKP and/or Oshkim in all or any portion of the Intellectual Property shall be senior to the security interests of Transamerica in the Intellectual Property.

Section 2.Event of Default.    (a) The parties hereto agree that, with respect to the Intellectual Property, KKP shall have the right after the occurrence of an Event of Default under the Kimberlin Agreements to take any Action (as defined below) in respect of such Intellectual Property in any manner as it shall determine (subject to, and as provided under, the Kimberlin Agreements); provided, however, that notice pursuant to Section 3 hereof shall be provided. "Action" shall mean exercising any right or remedy, whether under any of the Kimberlin Agreements or, as applicable, the Transamerica Agreements, at law, in equity or otherwise, which results in the foreclosure, sale, liquidation, seizure, collection or taking of the Intellectual Property or any portion thereof. Nothing contained herein shall preclude KKP from exercising its rights to accelerate, accrue interest at a "default rate", file proofs of claim, or taking any other steps that do not result in the sale, liquidation, seizure or taking of the Intellectual Property in question so long as notices are given with respect thereto as set forth in Section 3 hereof.

        (b)  The parties hereto agree that Transamerica shall have the right to take any Action in respect of the Intellectual Property only (i) upon the consummation of a Bankruptcy Proceeding (as defined in Section 5 hereof) or (ii) upon obtaining the consent of KKP (which consent may be granted or withheld in KKP's sole discretion) after the occurrence of an Event of Default under the Transamerica Agreements. Notwithstanding the foregoing, in the event that the Company has ceased operations and laid off essentially all of its employees and KKP shall thereafter have failed, within 30 days of receiving written notice from Transamerica demanding that Action be taken by KKP with respect to the Intellectual Property, to either (i) engage substantively in such Action or (ii) provide a reasonably satisfactory explanation to Transamerica as to its inaction, then, assuming that all Events of Default under the Transamerica Loan Documents shall neither have been waived in writing by Transamerica or cured, Transamerica shall be allowed to take any Action with respect to the Intellectual Property, subject to the distribution provisions of Section 4 hereof.

Section 3.Notice of Default.    At the time notice by KKP is given to the Company of (i) any Event of Default under the Kimberlin Agreements, whether or not notice is required; (ii) any intention to exercise its rights or remedies by reason of an Event of Default under the Kimberlin Agreements; or (iii) acceleration of any amounts owing under the Kimberlin Purchase Agreement and any of the Notes, KKP shall provide notice to Transamerica of such Event of Default, such intention or such acceleration; provided, however, that the failure of KKP to furnish such notice shall not impair or defeat KKP's rights hereunder, under the Kimberlin Agreements or at law or in equity.

Section 4.Collection and Distribution of Proceeds.    The Beneficiaries each agree that all money, funds or property collected or acquired with respect to the Intellectual Property (collectively,

2

"Proceeds") in connection with any Action by KKP following an Event of Default under the Kimberlin Agreements or in connection with a sale, exchange, refinancing or other disposition of any portion of the Intellectual Property that is permitted under (i) the Kimberlin Agreements and complies with the terms thereof or (ii) Section 2(b) hereof and complies with the terms thereof, shall be distributed as follows:

        FIRST, as reimbursement to KKP in respect of all reasonable expenses in connection with the collection or realization of such Proceeds or the administration of this Agreement in connection with the collection or realization of such Proceeds; and

        SECOND, as payment to each of KKP and Transamerica of such amounts in satisfaction of the Company's Obligations to Kimberlin and the Company's Obligations to Transamerica, respectively; provided, however, that where the Proceeds shall be less than such aggregate amount necessary to pay the amounts of principal and accrued interest due and owing to each of the Beneficiaries under the Company's Obligations to Kimberlin and the Company's Obligations to Transamerica, each of KKP and Transamerica shall be distributed Proceeds on a pro rata basis in accordance with its Proportionate Share. "Proportionate Share" shall mean (a) seventy-five (75%) percent of the proceeds, in the case of KKP and Oshkim taken as a whole, and (b) twenty-five (25%) percent of the proceeds, in the case of Transamerica.

        KKP and Oshkim, on the one hand, and Transamerica, on the other hand, each hereby (i) assign and release unto the other its right, title and interest in and to the Proceeds of any Intellectual Property in excess of its respective Proportionate Share and (ii) agree to deliver to such other party any Proceeds in excess of its respective Proportionate Share received by it without offset, recoupment or deduction.

Section 5.Rights of KKP.    KKP shall have the sole right, without the affirmative consent of, but with written notice to, Transamerica, and on behalf of itself and each other Beneficiary to (a) take any Action, or fail to take any Action, and (b) exercise any right or remedy, or decline to exercise any right or remedy, with respect to the Intellectual Property in accordance with the Kimberlin Agreements within or without any Bankruptcy Proceeding, including, without limitation, any right of election under Sections 1111(b) or 365(h) of the Bankruptcy Code, any other rights of election, determinations, proofs of claims or other rights or remedies in connection with any Bankruptcy Proceeding; provided, however, that Transamerica shall have the right to file its own proof(s) of claim in any Bankruptcy Proceeding. "Bankruptcy Proceeding" shall mean any proceeding where the Company has sought relief under or otherwise has been subjected to the Federal bankruptcy laws (including chapters 7 and 13 or any other similar laws of general application for the relief of debtors).

Section 6.Rights of Transamerica.    In accordance with Section 5 hereof, Transamerica agrees that KKP shall have the authority to act or fail to act, as it deems necessary in its sole discretion, with respect to the rights and remedies of all of the Beneficiaries with respect to the Intellectual Property and that KKP shall have no liability for acting or failing to act (provided such action or failure to act does not conflict with the express terms of this Agreement). Transamerica further acknowledges and agrees that its only rights with respect to the Intellectual Property are (i) the right to take any Action or fail to take any Action in respect of the Intellectual Property pursuant to Section 2(b) hereof and (ii) the right to receive a share of the Proceeds, if any, to the extent provided under Section 4 hereof; provided, however, that, in no event shall any rights or benefits accorded Transamerica include any right to challenge, contest or dispute any Action taken or not taken, with respect to the Intellectual Property by KKP in accordance with this Agreement; provided, further, that notwithstanding the foregoing, no provision of this Agreement shall be construed to relieve KKP from liability for its own grossly negligent action, its own grossly negligent failure to act, its own willful misconduct or any action taken by it in bad faith. In addition, Transamerica agrees that it will release all security interests in all or any portion of the Intellectual Property (to the extent of its respective interest therein) in the event that

3

KKP elects to sell all or any portion of the Intellectual Property in exercising any right or remedy; provided, however, that such release shall become effective upon the distribution of the sale proceeds in accordance with Section 4 hereof. Transamerica hereby agrees that it shall not contest or challenge the validity, perfection or priority of KKP's and Oshkim's security interests with respect to the Intellectual Property and KKP and Oshkim hereby each agree that it shall not contest or challenge the validity, perfection or priority of Transamerica's security interest with respect to any Collateral as defined in any of the Transamerica Loan Documents, except, subject to the terms of this Agreement, in respect of the Intellectual Property.

        KKP and Oshkim agree that, upon the (i) payment or performance in full of the Company's Obligations to Kimberlin, whether by any Action or otherwise (including conversion in full by KKP and Oshkim of the Notes in accordance with the Kimberlin Purchase Agreement), and (ii) termination of the Kimberlin Purchase Agreement in accordance with its terms, KKP and Oshkim shall promptly execute all termination statements and other instruments as may be necessary and proper to terminate their security interests in the Intellectual Property and Transamerica shall thereafter have a first priority perfected security interest in the Intellectual Property having priority over all other security interests. Upon the (i) payment or performance in full of the Company's Obligations to Kimberlin, whether by any Action or otherwise (including conversion in full by KKP and Oshkim of the Notes in accordance with the Kimberlin Purchase Agreement), and (ii) termination of the Kimberlin Purchase Agreement in accordance with its terms, the Company shall grant to Transamerica a first mortgage and security interest in, and having priority over all other security interests, with power of sale to the fullest extent permitted by applicable law, the Intellectual Property.

Section 7.Notices.    All notices, requests and other communications made or given in connection with this Agreement shall be in writing and shall be deemed to have been validly given by overnight courier, charges prepaid, return receipt requested, or by certified mail return receipt requested at the respective address set forth below, or at such other address or addresses which may be designated in writing. Each notice, demand or request hereunder shall be deemed given on the date it is delivered or on the date it is refused.

(a)

If to the Company:

The Immune Response Corporation
5935 Darwin Court
Carlsbad, California 92008
Attention:    Dennis J. Carlo, Ph.D.
Facsimile:    (760) 431-8636

with a copy to:

Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94105-2228
Attention:    P. Joseph Campisi, Jr., Esq.
Facsimile:    (415) 983-1200

(b)

If to KKP or Oshkim:

Kevin Kimberlin Partners, L.P.
535 Madison Avenue
New York, NY 10022
Attention:    Kevin Kimberlin and Bruno Lerer
Facsimile:    (212) 486-7392

4

with a copy to:

Kirkpatrick & Lockhart, LLP
599 Lexington Avenue
New York, NY 10022
Attention:    Stephen R. Connoni, Esq.
Facsimile:    (212) 536-3901

(c)

If to Transamerica:

Transamerica Technology Finance Corporation
76 Batterson Park Road
Farmington, CT 06032
Attention:    Legal Department
Facsimile:    (860) 677-6766

Section 8.Successors and Assigns.    This Agreement shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the benefit of the Beneficiaries, and their respective successors and assigns; provided, however, that this Agreement may not be assigned, in whole or in part, without the prior written consent of each of the Beneficiaries.

Section 9.Illegality.    In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Section 10.Changes in Writing.    No modification, amendment or waiver of any provision of this Agreement nor consent to any departure by any of the parties therefrom, will, in any event, be effective unless the same is in writing and signed by all the parties hereto and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

Section 11.Miscellaneous.    This instrument embodies the entire agreement of the parties hereto with respect to the subject matter hereof, and there are no courses of dealing, usages of trade, or other representations, promises, terms or conditions referring to such subject matter, and no inducements or representations leading to the execution hereof other than as mentioned herein. No failure or delay by any party hereto to exercise any right hereunder shall operate as a waiver of the right to exercise the same or any other right at any time or times.

Section 12.Counterparts.    This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, and all such copies shall constitute one and the same instrument.

Section 13.Interpretation.    In this Agreement, unless the parties otherwise agree in writing, the singular includes the plural and the plural the singular, words importing any gender include the other genders; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement unless otherwise indicated; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 14.Governing Law and Jurisdiction.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

5

Section 15.Termination.    This Agreement shall continue in full force and effect and shall be irrevocable by any party hereto until the earlier to occur of the following:

        (a)  the parties hereto mutually agree in writing to terminate this Agreement; or

        (b)  all of the Company's Obligations to Kimberlin or the Company's Obligations to Transamerica are fully paid and satisfied.

Section 16.Cooperation.    The Beneficiaries shall cooperate with one another to share essential nonconfidential information for the purpose of effectuating audits and inspection of Intellectual Property, but only to the extent permitted by applicable law.

[Remainder of page intentionally left blank. Signature page to follow.]

6

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

THE IMMUNE RESPONSE CORPORATION
By:
	Dennis J. Carlo, Ph.D. President and Chief Executive Officer
KEVIN KIMBERLIN PARTNERS, L.P.
By:	KKP Management LLC, General Partner
By:
	Kevin Kimberlin Nonmember Manager
OSHKIM LIMITED PARTNERSHIP
By:
	Kevin Kimberlin General Partner
TRANSAMERICA TECHNOLOGY FINANCE CORPORATION
By:

7

QuickLinks

Exhibit 10.4

INTERCREDITOR AGREEMENT