ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT dated as of August 3, 2000, is entered into
between Trinity Medical Group Co. Ltd., a Thai limited company (the "Assignor"),
and Trinity Medical Group USA, Inc., a Florida corporation (the "Assignee"),
with respect to the following facts:
WHEREAS, the Assignor and The Immune Response Corporation, a Delaware
corporation ("IRC"), entered into the License and Collaboration Agreement dated
as of September 15, 1995 (the "License Agreement"), and the Stock Purchase
Agreement dated as of September 15, 1995 (the "Stock Purchase Agreement").
WHEREAS, the Assignor desires to assign all of its right, title and
interest in the License Agreement and the Stock Purchase Agreement
(collectively, the "Agreements") in connection with the assignment from the
Assignor to the Assignee of all of the business of the Assignor relating to the
Product (as defined in the License Agreement).
NOW THEREFORE, the parties hereby agree as follows:
1. The Assignor hereby assigns to the Assignee, and the Assignee hereby
assumes, all of its rights and obligations under the Agreements in connection
with the assignment from the Assignor to the Assignee of all of the business of
the Assignor relating to the Product.
2. The Assignee hereby agrees to be bound by the terms and conditions
of the Agreements to the same extent as if the Assignee were an original
signatory to the Agreements.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered effective as of the date first set forth above.
TRINITY MEDICAL GROUP CO., LTD.
By:/s/ Inthanom Churdboonchart By:/s/ Orranart Churdboonchart
--------------------------------- -----------------------------------
Title: Director Title: Director
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TRINITY MEDICAL GROUP USA, INC
By:/s/ James S. Namnath By: /s/ Vina Churdboonchart
--------------------------------- -----------------------------------
Title: Chief Executive Officer Title: President
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IRC hereby consents to the assignment from the Assignor to the Assignee
of all of its Rights and obligations under the Agreements on the terms and
conditions of this Agreement.
THE IMMUNE RESPONSE CORPORATION
By: /s/ Dennis J. Carlo, Ph.D.
-------------------------------
Title: President and CEO
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