Limited Recourse Interest Inducement Agreement Sample Contracts

AMENDMENT NO. 1 TO LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT
Limited Recourse Interest Inducement Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)

This Amendment No. 1 to Limited Recourse Interest Inducement Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT, dated as of February 22, 2006 (the “Agreement”), by and between The Immune Response Corporation, a Delaware corporation, and Spencer Trask Intellectual Capital Company, LLC.

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LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT
Limited Recourse Interest Inducement Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This LIMITED RECOURSE INTEREST INDUCEMENT AGREEMENT (this “Agreement”), dated as of February 9, 2006, is by and between The Immune Response Corporation, a Delaware corporation (the “Company”), and Spencer Trask Intellectual Capital Company, LLC (“STIC”).

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Re: Limited Recourse Interest Inducement Agreement
Limited Recourse Interest Inducement Agreement • June 12th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances)

As we have previously discussed, The Immune Response Corporation (the “Company”) wishes to have Spencer Trask Intellectual Capital Company, LLC (“STIC”) irrevocably waive its rights under that certain Registration Rights Agreement, dated as of February 22, 2006 and as later amended (the “Registration Rights Agreement”). By waiving such rights, STIC would have no further rights under the Registration Rights Agreement, including the right to have its warrant shares registered for resale under the Registration Statement on Form S-1, initially filed with the SEC on April 11, 2006 (file no. 333-133210).

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