8-K

UNITED STATES
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(Date of earliest event reported): September 2, 2004

The Immune Response Corporation

(Exact name of registrant as specified in its charter)

000-18006

(Commission File Number)

Delaware	33-0255679
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation)

5931 Darwin Court, Carlsbad, California 92008

(Address of principal executive offices, with zip code)

(760) 431-7080

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into Material Definitive Agreements

On September 2, 2004, The Immune Response Corporation (the “Company”) entered into the following agreements:

•Framework Agreement, effective as of August 16, 2004, between the Company and NovaRx Corporation (“NovaRx”) (the “Framework Agreement”);

•Novation Agreement, effective as of August 16, 2004, among the Company, NovaRx and the Sidney Kimmel Cancer Center (“SKCC”) (the “SKCC Novation Agreement”); and

•Novation Agreement, effective as of August 16, 2004, among the Company, NovaRx and Masayoshi Namba, M.D. (“Namba”) (the “Namba Novation Agreement”).

The Company had previously in-licensed certain cancer-related technology from SKCC and Namba under those license agreements between the Company and SKCC, dated July 1, 1994 and the Company and Namba, dated July 6, 1998, respectively (the “License Agreements”), and sublicensed the same technology to NovaRx. Upon execution and delivery of the SKCC Novation Agreement and the Namba Novation Agreement (the “Novation Agreements”), the Company assigned its rights and was relieved of its obligations under the License Agreements.  At the same time, NovaRx succeeded to the Company’s rights and obligations under the License Agreements and, in consideration for receipt of these rights, NovaRx agreed pursuant to the Framework Agreement to pay the Company a total of $1,050,000, of which $150,000 was paid at signing and the balance will be due on the earlier of August 16, 2007 or the occurrence of certain events described in the Framework Agreement.  The Company also simultaneously terminated agreements with NovaRx and its affiliate Advanced Biotherapies, Inc. (“ABI”), pursuant to which the Company had sublicensed to NovaRx and ABI certain rights that the Company had licensed-in under the License Agreements.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

                On September 3, 2004, the Company received notice from the Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with Nasdaq Marketplace Rule 4310(c)(4) due to the fact that the closing price of the Company’s common stock was below $1.00 for the last 30 consecutive trading days.  In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has until March 2, 2005 to regain compliance by having the Company’s common stock close at or above $1.00 for a minimum of 10 consecutive trading days.  Provided, however, that Nasdaq may require that the Company’s common stock trade at or above $1.00 for up to 20 consecutive trading days before deeming the Company to be in compliance with Nasdaq listing standards.

2

                Nasdaq further informed the Company that if compliance cannot be demonstrated by March 2, 2005, then Nasdaq will determine whether the Company satisfies the listing criteria for the Nasdaq SmallCap Market and may, in its discretion, grant the Company an additional compliance period at that time.

Item 9.01               Financial Statements and Exhibits

Exhibit	Description
10.159	Framework Agreement, effective as of August 16, 2004, between The Immune Response Corporation and NovaRx Corporation.
10.160	Novation Agreement, effective as of August 16, 2004, by and among The Immune Response Corporation, NovaRx Corporation and Sidney Kimmel Cancer Center.
10.161	Novation Agreement, effective as of August 16, 2004, by and among The Immune Response Corporation, NovaRx Corporation and Masayoshi Namba, M.D.

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.

                                                                                                The Immune Response Corporation

Date: September 8, 2004	By:	/s/ Michael K. Green
		Michael K. Green
		Chief Financial Officer

3

EX-10.159

Exhibit 10.159

FRAMEWORK AGREEMENT

This Framework Agreement is entered into on August 16, 2004 between The Immune Response Corporation (“IRC”) and NovaRx Corporation (“NovaRx”).

1.At or prior to the closing (the “Closing”) to occur immediately upon the signing of this Agreement it is expected that:

(a)Sidney Kimmel Cancer Center (“SKCC”), NovaRx and IRC shall enter into the Novation Agreement, in the form set forth on Exhibit A attached hereto (the “SKCC Novation Agreement”), substituting NovaRx in place of IRC under, and effecting a novation of, the License Agreement between SKCC and IRC (as defined in the SKCC Novation Agreement).

(b)Masayoshi Namba, M.D. (“Dr. Namba”), NovaRx and IRC shall enter into the Novation Agreement, in the form set forth on Exhibit B attached hereto (the “Namba Novation Agreement”), substituting NovaRx in place of IRC under, and effecting a novation of, the License Agreement between Namba and IRC (as defined in the Namba Novation Agreement).

(c)Advanced Biotherapies, Inc. (“ABI”) and IRC shall terminate the License Agreement dated September 13, 2001 between IRC and ABI (the “IRC ABI License Agreement”) pursuant to a termination letter agreement, in the form set forth on Exhibit C attached hereto.

(d)NovaRx shall make a $150,000 cash payment to IRC.

2.Effective upon the Closing, the License Agreement dated June 4, 1997 between IRC and NovaRx, as amended by Amendment No. 1 to License Agreement dated April 30, 2002 between IRC and NovaRx, and further amended by Amendment No. 2 to License Agreement dated January 1, 2003 between IRC and NovaRx (collectively, the “IRC NovaRx Agreement”) shall be terminated and be of no further force or effect and notwithstanding Section 12.4 of the IRC NovaRx Agreement, only Section 10 and Section 13 (but for the latter only with respect to a breach or activity that occurred prior to termination) shall survive termination.  Effective upon the Closing, the Stock and Warrant Purchase Agreement dated June 4, 1997 between IRC and NovaRx shall be terminated and be of no further force or effect.  It is understood that IRC does not thereby give up the NovaRx stock which IRC currently holds.

3.In addition to the payment under Section 1(d), NovaRx shall pay IRC a total of $900,000 after the Closing as follows:

(a)An amount paid within 30 days after the end of each calendar quarter, equal to 5% of all revenue or cash obtained by NovaRx or its affiliates in such preceding quarter from sublicensing, assigning or commercializing the technology

licensed to NovaRx pursuant to the Namba Novation Agreement and the SKCC Novation Agreement up to a total of $900,000 (including any amounts which may have been paid by NovaRx under this Section 3).

(b)Any remaining unpaid balance (with credit given for all amounts paid by NovaRx under this Section 3), immediately upon NovaRx raising additional debt or equity capital, in the aggregate equal to at least $5,000,000, between August 16, 2004 and August 16 , 2007.

(c)Any remaining unpaid balance, on August 16, 2007 (with credit given for all amounts paid by NovaRx under this Section 3).

4.IRC hereby represents and warrants that:

(a)IRC holds no warrants for the purchase of the stock of either NovaRx or ABI; and

(b)IRC has granted no sublicenses of the rights granted to IRC in the License Agreement between SKCC and IRC (as defined in the SKCC Novation Agreement) other than to NovaRx and ABI.

5.The Framework Agreement and the other written agreements specified herein constitute the entire agreement between and among the parties with regard to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, commitments and discussions with regard to such subject matter.  This Agreement can be amended only in a writing signed by the parties hereto.

THE IMMUNE RESPONSE CORPORATION

By:

NOVARX CORPORATION

By:

2

EX-10.160

Exhibit 10.160

NOVATION AGREEMENT

THIS NOVATION AGREEMENT (this “Agreement”) is made as of August 16, 2004 (the “Novation Date”) by and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation, having a place of business located at 5931 Darwin Court, Carlsbad, California 92008 (“IRC”), and NOVARX CORPORATION, a Delaware corporation, having a place of business located at 8866 Caminito Primo Vera, La Jolla, California 92037 (“NovaRx”), and SIDNEY KIMMEL CANCER CENTER, a California nonprofit corporation, having a place of business located at 3099 Science Park Road, San Diego, California 92121 (“SKCC”).

WHEREAS, IRC and SKCC are parties to a License Agreement, entered into on July 1, 1994, as amended on March 1, 1996 and further amended December 19, 2002 (together the “License Agreement”);

WHEREAS, pursuant to the License Agreement, SKCC granted to IRC, under certain inventions relating to cancer immunotherapy and lymphokine gene therapy and SKCC’s patent and other intellectual property rights in such inventions, an exclusive worldwide license to develop and commercialize products for use in the detection, evaluation, treatment and prevention of cancer in humans; and

WHEREAS, SKCC, IRC and NovaRx desire to effect a novation of the License Agreement as of the Novation Date, so as to substitute NovaRx for IRC as Licensee under the License Agreement going forward with all the same rights and obligations as IRC would have had, on the terms set forth below.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereby agree as follows, effective as of the Novation Date:

1.Transfer. The parties hereby agree that NovaRx is substituted in place of IRC in the License Agreement, with the intent that all of IRC’s rights, title, obligations and interest, in each case as of and after the Novation Date, in, to and under the License Agreement shall be transferred to NovaRx.

2.Assumption.

(a)  In connection with such substitution, NovaRx hereby undertakes, accepts and assumes all of IRC’s rights, title, duties, liabilities, covenants, obligations and interest in, to and under the License Agreement and shall hereafter perform and discharge each and every duty, liability, covenant and obligation performable by IRC under the License Agreement (but for the novation under this Agreement), in each case as of and after the Novation Date, in accordance with the terms and conditions of the License Agreement.

(b)  NovaRx shall perform the obligations of IRC under the License Agreement and NovaRx shall be bound by all of the terms and conditions of the License Agreement in every way in as much as NovaRx is the substituted party thereto as Licensee as of the Novation Date.

3.Novation.

(a)  Notwithstanding anything to the contrary in the License Agreement, SKCC remises, releases and forever discharges IRC, as well as its shareholders, directors, officers, employees, agents and representatives, from all obligations arising under the License Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that SKCC has or may have against any of the foregoing entities, arising out of or in any way connected to the License Agreement as of and after the Novation Date.

(b)  Notwithstanding anything to the contrary in the License Agreement, IRC remises, releases and forever discharges SKCC, as well as its shareholders, directors, officers, employees, agents and representatives, from all obligations arising under the License Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that IRC has or may have against any of the foregoing entities, arising out of or in any way connected to the License Agreement as of and after the Novation Date.

(c)  SKCC recognizes NovaRx as IRC’s successor-in-interest in and to the License Agreement.  NovaRx by this Agreement becomes entitled to all right, title and interest of IRC in and to the License Agreement in as much as NovaRx is the substituted party to the License Agreement as of and after the Novation Date.  As of and after the Novation Date, the term “Licensee”, as used in the License Agreement, shall refer to NovaRx.  SKCC and NovaRx shall be bound by the terms of the License Agreement in every way as if NovaRx is named in the novated License Agreement in place of IRC as a party thereto.  SKCC represents and warrants to IRC and NovaRx that there is no payment or other liability of IRC to SKCC which has accrued and remains outstanding as of the Novation Date save and except for the obligation of IRC to pay for the fees and expenses associated with the preparation and filing of the response to the European Opposition to EPO Patent No. # 0668781 for which a response is due August 20, 2004 (the “Opposition Response Liability”), which, subject to the execution and delivery of this Agreement, shall be the responsibility of NovaRx and not of IRC (whether or not such fees and expenses were incurred before or after the date of this Agreement).

4.Indemnification.

(a)  NovaRx shall indemnify and hold IRC harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that IRC may sustain to third parties (not including IRC affiliates) by reason of NovaRx’s breach or non-fulfillment (whether by action or inaction), at any time, of any covenant or obligation

under the License Agreement to be performed by NovaRx thereunder as of and after the Novation Date.

(b)  IRC shall indemnify and hold NovaRx harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that NovaRx may sustain to third parties (not including NovaRx affiliates) by reason of IRC’s breach or non-fulfillment (whether by action or inaction), at any time, of any covenant or obligation under the License Agreement to be performed by IRC thereunder before the Novation Date save and except for the Opposition Response Liability.

(c)  The indemnification obligations under this Section shall be conditioned upon the indemnified party giving notice to indemnifying party promptly after the indemnified party receives notice of the claim and shall survive the expiration or termination of the License Agreement.

5.Notices.  Any notice, demand, consent, approval, direction, agreement or other communication required or permitted hereunder or under any other documents in connection herewith shall be in writing and shall be directed as follows:

If to SKCC:	Sidney Kimmel Cancer Center
	3099 Science Park Road, Suite 200
	San Diego, California 92121
	Attention: Albert Deisseroth
If to NovaRx:	NovaRx Corporation
	8866 Caminito Primo Vera
	La Jolla, California 92037
	Attention:  Habib Fakhrai, President
with a copy to:	Morrison & Foerster
	3811 Valley Centre Drive, Suite 500
	San Diego, California 92130-2332
	Attention:  Jay de Groot
If to IRC:	The Immune Response Corporation
	5931 Darwin Court
	Carlsbad, California 92008
	Attention: Michael K. Green
with a copy to:	Heller Ehrman White & McAuliffe LLP
	4350 La Jolla Village Drive, 7th Floor
	San Diego, California 92122
	Attention:  Hayden J. Trubitt

All notices, demands, requests, consents or approvals that may or are required to be given by any party to another shall be in writing and shall be deemed given upon the earliest of (i) when actually received by the other party; (ii) when served personally; (iii) one business day after being sent by nationally-recognized overnight courier with return receipt; or (iv) three business days after being sent by United States registered or certified mail, postage prepaid, return receipt requested and addressed to such other party at the address specified above or at such other place as such other party may from time to time designate by notice in writing to the other parties hereto.

6.Miscellaneous.

(a)  Each provision of this Agreement shall extend, bind and inure to the benefit of SKCC, IRC and NovaRx and their respective successors and assigns, including without limitation successors to NovaRx of the License Agreement.

(b)  This Agreement contains the entire agreement between SKCC, IRC, and NovaRx regarding the subject matter hereunder, and all prior negotiations and agreements are merged in this Agreement. This Agreement may not be changed, modified or discharged, in whole or in part, except by a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought.

(c)  This Agreement may be executed in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together, upon execution and delivery, constitute one and the same instrument.

(d)  The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.

(e)  If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term shall not be affected thereby.

(f) Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other party(ies) in order to effectuate fully the purposes, terms and conditions of this Agreement.

7.All Parties Consent.  Each of IRC, NovaRx and SKCC consent to all of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

NOVARX CORPORATION

By

Title

THE IMMUNE RESPONSE CORPORATION

By

Title

SIDNEY KIMMEL CANCER CENTER

By

Title

EX-10.161

Exhibit 10.161

NOVATION AGREEMENT

THIS NOVATION AGREEMENT (this “Agreement”) is made as of August 16, 2004 (the “Novation Date”) by and among THE IMMUNE RESPONSE CORPORATION, a Delaware corporation, having a place of business located at 5931 Darwin Court, Carlsbad, California 92008 (“IRC”), and NOVARX CORPORATION, a Delaware corporation, having a place of business located at 8866 Caminito Primo Vera, La Jolla, California 92037 (“NovaRx”), and MASAYOSHI NAMBA, M.D., an individual, having a place of business at The Okayama Medical Foundation, Okayama University Medical School, 2-5-1 Shikata, Okayama 700-8558, Japan (“Dr. Namba”).

WHEREAS, IRC and Dr. Namba are parties to a License Agreement, entered into on July 6, 1998, as amended on December 19, 2002 (together the “License Agreement”);

WHEREAS, pursuant to the License Agreement, Dr. Namba granted to IRC, under a certain immortalized KMST-6 embryonic fibroblast cell line and Dr. Namba’s intellectual property rights to such cell line, an exclusive worldwide license to develop and commercialize products for use in the diagnosis, monitoring, prevention and treatment of cancer; and

WHEREAS, Dr. Namba, IRC and NovaRx desire to effect a novation of the License Agreement as of the Novation Date, so as to substitute NovaRx for IRC as Licensee under the License Agreement going forward with all the same rights and obligations as IRC would have had, on the terms set forth below.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereby agree as follows, effective as of the Novation Date:

1.Transfer. The parties hereby agree that NovaRx is substituted in place of IRC in the License Agreement, with the intent that all of IRC’s rights, title, obligations and interest, in each case as of and after the Novation Date, in, to and under the License Agreement shall be transferred to NovaRx.

2.Assumption.

(a)  In connection with such substitution, NovaRx hereby undertakes, accepts and assumes all of IRC’s rights, title, duties, liabilities, covenants, obligations and interest in, to and under the License Agreement and shall hereafter perform and discharge each and every duty, liability, covenant and obligation performable by IRC under the License Agreement (but for the novation under this Agreement), in each case as of and after the Novation Date, in accordance with the terms and conditions of the License Agreement.

(b)  NovaRx shall perform the obligations of IRC under the License Agreement and NovaRx shall be bound by all of the terms and conditions of the License Agreement in

every way in as much as NovaRx is the substituted party thereto as Licensee as of the Novation Date.

3.Novation.

(a)  Notwithstanding anything to the contrary in the License Agreement, Dr. Namba remises, releases and forever discharges IRC, as well as its shareholders, directors, officers, employees, agents and representatives, from all obligations arising under the License Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that Dr. Namba has or may have against any of the foregoing entities, arising out of or in any way connected to the License Agreement as of and after the Novation Date.

(b)  Notwithstanding anything to the contrary in the License Agreement, IRC remises, releases and forever discharges Dr. Namba, as well as his agents and representatives, from all obligations arising under the License Agreement, and from all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands whatsoever that IRC has or may have against any of the foregoing entities, arising out of or in any way connected to the License Agreement as of and after the Novation Date.

(c)  Dr. Namba recognizes NovaRx as IRC’s successor-in-interest in and to the License Agreement.  NovaRx by this Agreement becomes entitled to all right, title and interest of IRC in and to the License Agreement in as much as NovaRx is the substituted party to the License Agreement as of and after the Novation Date.  As of and after the Novation Date, the term “Licensee”, as used in the License Agreement, shall refer to NovaRx.  Dr. Namba and NovaRx shall be bound by the terms of the License Agreement in every way as if NovaRx is named in the novated License Agreement in place of IRC as a party thereto.  Dr. Namba represents and warrants to IRC and NovaRx that there is no payment or other liability of IRC to Dr. Namba which has accrued and remains outstanding as of the Novation Date.

4.Indemnification.

(a)  NovaRx shall indemnify and hold IRC harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that IRC may sustain to third parties (not including IRC affiliates) by reason of NovaRx’s breach or non-fulfillment (whether by action or inaction), at any time, of any covenant or obligation under the License Agreement to be performed by NovaRx thereunder as of and after the Novation Date.

(b)  IRC shall indemnify and hold NovaRx harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that NovaRx may sustain to third parties (not including NovaRx affiliates) by reason of IRC’s breach or non-fulfillment (whether by action or inaction), at any time, of any covenant or obligation

under the License Agreement to be performed by IRC thereunder before the Novation Date.

(c)  The indemnification obligations under this Section shall be conditioned upon the indemnified party giving notice to indemnifying party promptly after the indemnified party receives notice of the claim and shall survive the expiration or termination of the License Agreement.

5.Notices.  Any notice, demand, consent, approval, direction, agreement or other communication required or permitted hereunder or under any other documents in connection herewith shall be in writing and shall be directed as follows:

If to Dr. Namba:	Masayoshi Namba, M.D. & Ph.D.
	The Okayama Medical Foundation
	Okayama University Medical School
	2-5-1 Shikata
	Okayama 700-8558
	Japan
If to NovaRx:	NovaRx Corporation
	8866 Caminito Primo Vera
	La Jolla, California 92037
	Attention:  Habib Fakhrai, President
with a copy to:	Morrison & Foerster
	3811 Valley Centre Drive, Suite 500
	San Diego, California 92130-2332
	Attention:  Jay de Groot
If to IRC:	The Immune Response Corporation
	5931 Darwin Court
	Carlsbad, California 92008
	Attention: Michael K. Green
with a copy to:	Heller Ehrman White & McAuliffe LLP
	4350 La Jolla Village Drive, 7th Floor
	San Diego, California 92122
	Attention:  Hayden J. Trubitt

All notices, demands, requests, consents or approvals that may or are required to be given by any party to another shall be in writing and shall be deemed given upon the earliest of (i) when actually received by the other party; (ii) when served personally; (iii) two business day after being sent by nationally-recognized overnight courier with return receipt; or (iv) eight business days after being sent by United States registered or certified mail, postage prepaid, return receipt requested and addressed to such other party at the

address specified above or at such other place as such other party may from time to time designate by notice in writing to the other parties hereto.

6.Miscellaneous.

(a)  Each provision of this Agreement shall extend, bind and inure to the benefit of Dr. Namba, IRC and NovaRx and their respective successors and assigns, including without limitation successors to NovaRx of the License Agreement.

(b)  This Agreement contains the entire agreement between Dr. Namba, IRC, and NovaRx regarding the subject matter hereunder, and all prior negotiations and agreements are merged in this Agreement. This Agreement may not be changed, modified or discharged, in whole or in part, except by a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought.

(c)  This Agreement may be executed in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together, upon execution and delivery, constitute one and the same instrument.

(d)  The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.

(e)  If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term shall not be affected thereby.

(f) Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other party(ies) in order to effectuate fully the purposes, terms and conditions of this Agreement.

7.All Parties Consent.  Each of IRC, NovaRx and Dr. Namba consent to all of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

MASAYOSHI NAMBA, M.D.

NOVARX CORPORATION

By

Title

THE IMMUNE RESPONSE CORPORATION

By

Title