EXHIBIT 99.9
                                  ------------

           AMENDMENT NO. 2 TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
           -----------------------------------------------------------

      This  AMENDMENT  NO.  2 is made as of the  11th  day of  July,  2002  (the
"Amendment") by and between Kevin Kimberlin  Partners,  L.P., a Delaware limited
partnership  ("KKP"),  The Immune Response  Corporation,  a Delaware corporation
("Seller"), Oshkim Limited Partnership ("Oshkim"), and The Kimberlin Family 1998
Irrevocable Trust (the "Trust").

      WHEREAS,  the Seller and the KKP entered  into that  certain  Intellectual
Property Agreement,  dated as of November 9, 2001, as amended by Amendment No. 1
to Intellectual  Property Security Agreement,  dated as of February 14, 2002, by
and between KKP, Seller and Oshkim (the "IP Agreement").

      WHEREAS,  the Seller proposes to issue and sell Additional  Securities (as
defined in that certain Note Purchase Agreement,  dated November 9, 2001, by and
between  KKP and Seller  and as  amended)  to the Trust and the Trust  wishes to
purchase Additional Securities from Seller.

      WHEREAS, the parties desire to amend the IP Agreement to add the Trust and
any  affiliates of KKP,  Oshkim and/or the Trust as parties and in certain other
respects as set forth below.

      NOW, THEREFORE,  in consideration of the foregoing premises and the mutual
covenants set forth below,  the parties  hereby amend the IP Agreement and agree
as follows:

      1.    Effective  as of the date of this  Amendment,  the IP  Agreement  is
hereby amended as follows:

            a. The Trust and any  affiliates  of KKP,  Oshkim  and/or  the Trust
shall be parties to the IP Agreement.

            b. All references in the IP Agreement to "Lender" shall be deemed to
refer to the Trust, Oshkim, KKP and any affiliates of the foregoing.

      2.    Except  as  specifically  provided  herein,  the  IP  Agreement,  as
originally  executed by the parties thereto and as amended hereby,  shall remain
in full force and effect.

      3.    Any  defined  terms not  defined  herein  shall have the  respective
meanings set forth in the IP Agreement.

      4.    This Amendment may be executed in counterparts,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

      5.    This Amendment shall be governed by and construed in accordance with
the internal laws of the State of New York  applicable to agreements made and to
be performed entirely within such jurisdiction.








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

                                    KEVIN KIMBERLIN PARTNERS, L.P.


                                    By:_________________________________
                                          Name:_________________________
                                          Title:________________________



                                    OSHKIM LIMITED PARTNERSHIP


                                    By:_________________________________
                                          Name:_________________________
                                          Title:________________________



                                    THE KIMBERLIN FAMILY 1998 IRREVOCABLE
                                      TRUST


                                    By:_________________________________
                                          Name:_________________________
                                          Title:________________________


                                    THE IMMUNE RESPONSE CORPORATION


                                    By:_________________________________
                                          Name:_________________________
                                          Title:________________________