STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT dated as of September 15, 1995 (the
"Agreement"), is entered into between THE IMMUNE RESPONSE CORPORATION, a
Delaware corporation (the "Company"), having a place of business at 5935 Darwin
Court, Carlsbad, California 92008, U.S.A., and TRINITY MEDICAL GROUP, CO., LTD.,
a Thai limited company (the "Investor"), having a place of business at 425/5
Silom No. 7, Silom Road, Bangkok 10500, Thailand. The parties hereby agree as
follows:
1. Purchase and Sale of Shares.
1.1 Sale and Issuance of Shares. On the terms and subject to the
conditions of the Agreement, the Investor shall purchase, and the Company shall
sell and issue to the Investor, the following number of shares (the "Shares") of
the Company's Common Stock on the following dates (each, a "Closing Date"), for
the purchase price of US$15.00 per share (the "Purchase Price") :
1.1.1 333,334 shares on April 30, 1996 (the "First Closing Date") ;
and
1.1.2 333,333 shares on the date (the "Second Closing Date") which
is thirty (30) days after the date on which the Investor receives the required
marketing approval from the governing health authority of Thailand for the
Product; and
1.1.3 333,333 shares on the date (the "Third Closing Date") which is
thirty (30) days after the date on which the Investor receives the required
factory establishment license, or other required approval from the governing
health authority of Thailand to manufacture the Product in Thailand, provided
that the parties have entered into a mutually acceptable manufacturing license
agreement pursuant to the provisions of Section 5.4 of the License and
Collaboration Agreement.
1.2 Condition Precedent to the First Closing. The obligation of the
Investor to Purchase the Shares on the First Closing Date shall be conditioned
upon the Company submitting to the Investor, on or before the First Closing
Date, evidence certified by a duly authorized representative of the Company and
reasonably satisfactory to the Investor that the Company has the legal right to
commence a Phase 3 clinical trial of the Product in the United States.
1.3 Closings. Each such purchase and sale of the Shares shall take
place on the applicable Closing Date, at such time and place (outside the United
States) as the Company and the Investor mutually agree upon, verbally or in
writing (which times and places each are designated as a "Closing"). At each
Closing, the Company shall deliver to the Investor a certificate representing
the Shares which the Investor is purchasing on such date against payment of the
Purchase Price therefor. The Investor shall make each such payment to the
Company by a bank wire in same day funds in the amount of the Purchase Price
payable to the Company's order.
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1.4 Collateral for Purchase Price on First Closing. The Investor's
obligation to pay the Purchase Price on the First Closing Date shall be secured
by an irrevocable letter of credit (the "Letter of Credit") satisfying the
following conditions: (a) the issuing bank shall be Bangkok Metropolitan Bank
Public Company Limited; (b) the account party shall be the Investor; (c) the
sole beneficiary shall be the Company; (d) the principal amount shall not be
less than US$5,000,000; (e) the maturity date shall be not prior to May 15,
1996; (f) either (i) the beneficiary shall have the right to present the Letter
of Credit for draw at a branch of Bangkok Metropolitan Bank Public Company
Limited located in the United States, or (ii) the Letter of Credit shall be
confirmed by a United States bank located in the United States, and the
beneficiary shall have the right to present the Letter of Credit for draw at a
branch of the confirming bank located in the United States; (g) the Letter of
Credit shall be payable in United States dollars in immediately available funds;
(h) the Letter of Credit shall not be amended without the prior express written
consent of the beneficiary; (i) the Letter of Credit shall be subject to the
Uniform Customs and Practices for Documentary Credits; and (j) the Letter of
Credit shall be in form and content reasonably acceptable to the Company and the
only condition of payment shall be the presentation of
Any statement purportedly signed by an officer of the
Beneficiary, stating that Trinity Medical Group, Co., Ltd. has
failed to make payment of the purchase price owing to the
Beneficiary on April 30, 1996, pursuant to the provisions of
the Stock Purchase Agreement dated as of September ___, 1995,
between the Beneficiary and Trinity Medical Group, Co., Ltd.
The Investor shall deliver the Letter of Credit to the Company not later than
sixty (60) days after the date of the Agreement. The Company's obligations under
the Agreement are conditioned upon its receipt of the Letter of Credit.
1.5 Definitions. The following terms, as used herein, shall have the
following meanings:
"Affiliate" shall mean, with respect to any Person, any other Person
which directly or indirectly controls, is controlled by, or is under common
control with, such Person. A Person shall be regarded as in control of another
Person if it owns, or directly or indirectly controls, at least forty percent
(40%) of the voting stock or other ownership interest of the other Person, or if
it directly or indirectly possesses the power to direct or cause the direction
of the management and policies of the other Person by any means whatsoever.
"Common Stock" shall mean the Common Stock, par value US$0.0025 per
share of the Company.
"License and Collaboration Agreement" shall mean the License and
Collaboration Agreement dated as of the date hereof, between the Company and the
Investor (as the same may be amended or restated from time to time).
"Material Adverse Effect" shall mean, with respect to any Person, a
material adverse effect on the condition (financial or otherwise), business,
assets, results of operations of such Person and, in the case of the Company,
the Subsidiaries taken as a
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whole.
"1934 Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"1933 Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"Person" shall mean an individual, corporation, partnership, trust,
business trust, association, joint stock company, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity not specifically listed herein.
"Product" shall mean a certain immunotherapeutic product which uses
inactivated human immunodeficiency virus depleted of its gp120 envelope
administered in Incomplete Freund's Adjuvant.
"Subsidiaries" shall mean TargeTech, Inc., and I. R. C. Inc.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that:
2.1 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure so to qualify would have a Material Adverse Effect.
2.2 Authorization. All corporate action on the part of the Company,
its officers, directors and stockholders necessary for (a) the authorization,
execution and delivery of the Agreement, (b) the performance of all obligations
of the Company hereunder, and (c) the authorization, issuance (or reservation
for issuance) and delivery of the Shares being sold hereunder, to the extent
that the foregoing requires performance on or prior to a Closing, has been taken
or will be taken on or prior to such Closing, and the Agreement constitutes the
valid and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms.
2.3 Valid Issuance of Shares. The Shares which is being purchased by
the Investor hereunder, when issued, sold and delivered in accordance with the
terms hereof, for the consideration expressed herein, will be duly and validly
issued, fully paid and nonassessable and, based in part upon the representations
of the Investor in the Agreement, will be issued in compliance with all
applicable federal and state securities laws.
2.4 Governmental Consents. The execution, delivery and performance
by the Company of the Agreement require no action by or in respect of, or filing
with, any governmental body, agency, or official other than (a) post-sale
filings pursuant to applicable state and federal securities laws, which the
Company undertakes to file within the applicable time periods and (b) any such
action or filing as to which the failure to make or obtain would not,
individually or in the aggregate, have a Material Adverse Effect.
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2.5 SEC Filings; Financial Statements.
2.5.1 The Company has delivered to the Investor (a) the annual
report on Form 10-K for its fiscal year ended 1994, (b) its quarterly report on
Form 10-Q for its fiscal quarters ended March 31, 1995 and June 30, 1995, (c)
its proxy or information statement relating to the annual meeting of the
stockholders of the Company held on June 14, 1995, and (d) all of its other
reports, statements, schedules and registration statements filed with the
Securities and Exchange Commission (the "SEC") since December 31, 1994.
2.5.2 As of its filing date, each such report or statement filed
pursuant to the 1934 Act did not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not
misleading.
2.5.3 The audited consolidated financial statement and unaudited
consolidated interim financial statement of the Company included in its annual
report on Form 10-K and the quarterly reports on Form 10-Q referred to in
Section 2.5.1 fairly present, in conformity with generally accepted accounting
principles applied on a consistent basis, the consolidated financial position of
the Company and its consolidated subsidiaries as of the dates thereof and their
consolidated results of operations and changes in financial position for the
periods then ended.
2.6 The Company has not offered the Shares to any person in the
United States, any identifiable group of U. S. citizens abroad, or to any U. S.
Person (as defined in Regulation S promulgated under the 1933 Act by the SEC for
offers and sales of securities occurring outside the United States (" Regulation
S")).
2.7 At the time the buy order was originated, the Company reasonably
believed the Investor was outside the United States and was not a U. S. Person.
2.8 The Company reasonably believes that the sale of Shares has not
been prearranged with a buyer in the United States.
2.9 The Company has not engaged nor is it aware that any party has
engaged, and the Company will not engage, in any "directed selling efforts" (as
defined in Regulation S) in the United States with respect to the Shares. The
Company has not taken nor is it aware that anyone has taken, and the Company
will not take directly or indirectly, or cause anyone to take, any action that
constituted or constitutes, was designed to constitute or reasonably might be
expected to cause or result in stabilization or manipulation of the market price
for the Common Stock.
2.10 The Company (a) is a "domestic issuer" and a "reporting issuer"
(as such terms are defined in Rule 902 of Regulation S), and (b) has filed all
material required to be filed by it pursuant to the requirements of Section
13(a) or of 15(d) the 1934 Act for at least the twelve (12) months immediately
preceding the date hereof. The Common Stock trades on the Nasdaq National
Market.
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3. Representations and Warranties of the Investor. The Agreement is
made with the Investor in reliance upon the Investor's representation and
warranties to the Company, which by such Investor's execution of the Agreement
the Investor hereby confirms, that:
3.1 Reliance on Representations. The Investor has been advised and
acknowledges (a) that the Shares have not been and will not be registered under
the 1933 Act, the securities laws of any state of the United States or the
securities laws of any other country; and (b) that in issuing and selling the
Shares to the Investor pursuant hereto, the Company is relying upon the "safe
harbor" provided by Regulation S.
3.2 Organization and Existence. The Investor is a limited company
duly organized, validly existing and in good standing under the laws of Thailand
and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted, except for those licenses, authorizations, permits,
consents and approvals the absence of which would not, individually or in the
aggregate, have a Material Adverse Effect.
3.3 Corporate Authorization. This execution, delivery and
performance by the Investor of the Agreement are within the corporate powers of
the Investor and have been duly authorized by all necessary corporate action on
the part of the Investor. The Agreement constitutes its valid and legally
binding obligation, enforceable in accordance with its terms.
3.4 Governmental Authorization. Except for the approval from the
Bank of Thailand (" BOT") for the remittance to the Company of the funds
representing the Purchase Price for the Shares purchased at each Closing, the
execution, delivery and performance by the Investor of the Agreement require no
action by or in respect of, or filing with, any governmental body, agency or
official other than any such action or filing as to which the failure to make or
obtain would not, individually or in the aggregate, have a Material Adverse
Effect.
3.5 Non-Contravention. The execution, delivery and performance by
the Investor of the Agreement do not and will not (a) violate the memorandum or
articles of association of the Investor or (b) assuming compliance with the
matters referred to in Section 3.4, violate any applicable law, rule,
regulation, judgment, injunction, order or decree except, in the case of clause
(b), to the extent that any such violation would not, individually or in the
aggregate, have a Material Adverse Effect.
3.6 Financing. The Investor has, or will have prior to each Closing,
sufficient cash, available lines of credit or other sources of immediately
available funds to enable it to make payment of the Purchase Price and any other
amounts to be paid by it hereunder on such Closing.
3.7 The Investor (a) is domiciled and has its principal place of
business outside the United States, (b) is not a U. S. Person (as defined in
Regulation S), and (c) was not formed for the purpose of investing in securities
not registered under the 1933 Act. As used herein, the "United States" means and
includes the United States of America, its territories and possessions, any
state of the United States, and the District of Columbia.
3.8 At the time of offering to the Investor and communication of the
Investor's order to purchase the Shares and at the time of the Investor's
execution of the
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Agreement, the persons acting on the Investor's behalf in connection therewith
were located outside the United States.
3.9 No offer to purchase the Shares was made in the United States.
3.10 All subsequent offers and sale of the Shares will be made
outside the United States in compliance with Rule 903 or Rule 904 of Regulation
S , pursuant to registration of the Shares under the 1933 Act or pursuant to an
exemption from such registration. The Investor understands the conditions of the
exemption from registration afforded by Section 4(l) of the 1933 Act and
acknowledges that there can be no assurance that will it be able to rely on such
exemption. In any case, the Investor will not resell the Shares purchased at a
Closing to U.S. Persons or within the United States until after the end of the
ninety (90) day period commencing on the Closing Date for such Closing (the
"Restricted Period"). This ninety (90) day period is a fifty (50) day extension
of the forty (40) day period set forth in Regulation S.
3.11 The Investor has not and, during the Restricted Period, will
not (a) enter into any long-put option, short call option or short position with
respect to shares of Common Stock or engage in any other transaction in such
shares or in options or other derivative securities relating thereto which is
intended to hedge the Investor's ownership position in the shares; and (b)
directly or indirectly use the Shares to cover or otherwise satisfy its
obligations under any put option, call option or short position with respect to
shares of Common Stock.
3.12 The purchase and sale of securities, whether as principal or as
agent, is a regular part of the ordinary business of the Investor.
3.13 The Investor is purchasing the Shares for its own account for
investment purposes and not with a view toward distribution.
3.14 The Investor is not a "distributor" (as defined in Regulation
S) or a "dealer" (as defined in the 1933 Act).
3.15 The Investor has made its own investigation of the Company and
its business prospects and of the risks associated with an investment in the
Shares and acknowledges that no representation or warranty with respect to the
Company's business prospects has been made in the Agreement by or on behalf of
the Company.
3.16 In the event of resale of the Shares during the Restricted
Period, the Investor (a) shall provide written confirmation or other written
notice to any distributor, dealer or person receiving a selling concession, fee
or other remuneration with respect to the Shares stating that such subsequent
purchaser is subject to the same restrictions on offers and sales that apply to
the Investor, and (b) shall require that any such subsequent purchaser shall
provide such written confirmation or other notice upon resale during the
Restricted Period.
3.17 Confidentiality. The Investor hereby represents, warrants and
covenants that it shall maintain in confidence, and shall not use or disclose
without the prior written consent of the Company, any information identified as
confidential that is furnished to it by the Company in connection with the
Agreement. This obligation of confidentiality shall not apply, however, to any
information (a) in the public domain through no unauthorized act or failure to
act by the Investor, or (b) lawfully disclosed to the Investor by a third party
who possessed such information without any obligation of confidentiality. The
Investor further covenants that it shall
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return to the Company all tangible materials containing such information upon
request by the Company. The Investor agrees that it will restrict access to the
Company's confidential information among its officers, directors and employees
to those persons with a need to use such information.
4. Mutual Condition to each Closing. The obligations of the Company to
sell, and the Investor to purchase, the Shares under the Agreement are each
subject to the satisfaction or, to the extent legally permissible, waiver by
each such party at or prior to each Closing of the following condition:
4.1 No Prohibition. There shall not then be in effect any order
enjoining or restraining the transactions contemplated by the Agreement or the
License and Collaboration Agreement and there shall not then be instituted or
pending any action or proceeding before any federal or state court or
governmental agency or other regulatory or administrative agency or
instrumentality (a) challenging the acquisition of the Shares by the Investor or
otherwise seeking to restrain or prohibit consummation of the transactions
contemplated by the Agreement or the License and Collaboration Agreement or
seeking to impose any material limitations on any provisions of the Agreement or
the License and Collaboration Agreement; or (b) except as contemplated herein,
seeking to impose limitations on the Investor's ability effectively to exercise
full rights of ownership of the Shares.
5. Conditions of the Investor's Obligations at each Closing. The
obligations of the Investor under Section 1.1 of the Agreement are subject to
the fulfillment on or before each Closing of each of the following conditions,
the waiver of which shall not be effective if such Investor does not consent in
writing thereto:
5.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 2 shall be true on and as of such
Closing with the same effect as though such representations and warranties had
been made on and as of such Closing.
5.2 Performance. The Company shall have performed and complied with
all agreements, obligations and conditions contained in the Agreement that are
required to be performed or complied with by the Company on or before such
Closing.
5.3 Compliance Certificate. The President or a Vice President of the
Company shall deliver to such Investor at such Closing a certificate certifying
that the conditions specified in Sections 5.1 and 5.2 have been fulfilled and
stating that there has been no Material Adverse Effect since June 30, 1995,
other than because of operating losses and changes in the ordinary course of
business.
5.4 Secretary's Certificate. The Secretary of the Company shall
deliver to the Investor at such Closing a certificate certifying that attached
thereto are true and complete copies of each of the following documents:
5.4.1 Restated Certificate of Incorporation, and all amendments and
certificates of designation thereto as in effect on the applicable Closing Date,
of the Company;
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5.4.2 Bylaws, as amended as in effect on the applicable Closing
Date, of the Company; and
5.4.3 Copies of the resolutions of the Company's Board of Directors
authorizing execution and delivery of the Agreement and the License and
Collaboration Agreement and performance of the transactions contemplated herein
and therein.
6. Conditions of the Company's Obligations at each Closing. The
obligations of the Company to the Investor under the Agreement are subject to
the fulfillment on or before each Closing-of each of the following conditions by
the Investor:
6.1 Representations and Warranties. The representations and
warranties of the Investor contained in Section 3 hereof shall be true on and as
of such Closing with the same effect as though such representations and
warranties had been made on and as of such Closing.
6.2 Performance. The Investor shall have performed and complied with
all agreements, obligations and conditions contained in the Agreement that are
required to be performed or complied with by the Investor on or before such
Closing.
6.3 Bank of Thailand Approval. The Investor shall have received from
the Bank of Thailand and delivered to the Company a copy of, the written
approval for the remittance of the funds representing the Purchase Price for the
Shares purchased on such Closing.
6.4 Compliance Certificate. The President or a Vice President of the
Investor shall deliver to Company at such Closing a certificate certifying that
the conditions specified in Sections 6.1, 6.2 and 6.3 have been fulfilled and
stating that there has been no Material Adverse Effect since June 30, 1995,
other than because of operating losses and changes in the ordinary course of
business.
6.5 Officer's Certificate. A duly authorized executive officer of
the Investor shall deliver to Company at such Closing a certificate certifying
that attached thereto are true and complete copies of each of the following
documents:
6.5.1 Memorandum of Association and the affidavit issued by the
Ministry of Commerce as in effect on the applicable Closing Date, of the
Investor;
6.5.2 Articles of Association, as amended as in effect on the
applicable Closing Date, of the Investor; and
6.5.3 Copies of the resolutions of the Investor's Board of Directors
authorizing execution and delivery of the Agreement and the License and
Collaboration Agreement and performance of the transactions contemplated herein
and therein.
6.6 Additional Conditions. The Investor shall have made such
additional representations and warranties and satisfied such additional
conditions precedent, and shall agree to such additional post-closing covenants,
as reasonably requested by the Company upon advice of its legal counsel to
comply with amendments by the applicable governmental authorities to, or
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interpretations by the applicable governmental authorities of, Regulation S (or
its successor) after the date of the Agreement.
7. Termination.
7.1 Grounds for Termination. The Agreement may be terminated at any
time prior to the Third Closing Date:
7.1.1 by mutual written agreement of the Company and the Investor;
7.1.2 by either the Company or the Investor if the License and
Collaboration Agreement expires or is terminated for any reason; or
7.1.3 by either the Company or the Investor if there shall be any
applicable law or regulation that makes consummation of the transactions
contemplated hereby illegal or otherwise prohibited or if consummation of the
transactions contemplated hereby would violate any nonappealable final order,
decree or judgment of any court or governmental body having competent
jurisdiction.
The party desiring to terminate the Agreement shall give notice of
such termination to the other party.
7.2 Effect of Termination. If the Agreement is terminated as
permitted by Section 7.1, termination shall be without liability of either party
(or any stockholder, director, officer, employee, agent, consultant or
representative of such party) to the other party to the Agreement; provided that
if such termination shall result from the willful failure of either party to
fulfill a condition to the performance of the obligations of the other party,
failure to perform a covenant of the Agreement or breach by either party hereto
of any representation or warranty or agreement contained herein, such party
shall be fully liable for any and all damages incurred or suffered by the other
party as a result of such failure or breach. The provisions of Sections 3.17 and
8.6 shall survive any termination hereof.
8. Miscellaneous.
8.1 Successors and Assigns. The terms and conditions of the
Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in the Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of the Agreement, except as
expressly provided in the Agreement.
8.2 Governing Law. 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. If a party initiates any legal action or
other proceeding for the enforcement or interpretation of the Agreement, or
because of a dispute or an alleged default, breach or misrepresentation in
connection with the Agreement or the rights or obligations of the parties
hereunder, the parties consent to the exclusive personal jurisdiction of the
appropriate state or federal court located in San Francisco, California, U. S.
A., in such action or other proceeding.
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8.3 Counterparts. The Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.4 Titles and Subtitles. The titles and subtitles used in the
Agreement are used for convenience only and are not to be considered in
construing or interpreting the Agreement.
8.5 Notices. Any consent, notice or report required or permitted to
be or made under the Agreement by a party to the other shall be in writing,
delivered personally or by facsimile (and promptly confirmed by personal
delivery, air mail or internationally-recognized courier), air mail or
internationally-recognized courier, postage prepaid (where applicable),
addressed to the other party at its address indicated below, or to such other
address as the addressee shall have last furnished in writing to the addressor
and (except as otherwise provided in the Agreement) shall be effective upon
receipt by the addressee.
If to
the Company: The Immune Response Corporation
5935 Darwin Court
Carlsbad, California 92008, U. S. A.
Attention: Dennis J. Carlo, Ph. D.
with a copy to: Pillsbury Madison &Sutro
235 Montgomery Street, 15th Floor
San Francisco, California 94104, U.S.A.
Attention: Thomas E. Sparks, Jr.
If to
the Investor: Trinity Medical Group, Co., Ltd.
425/5 Silom No. 7
Silom Road
Bangkok 10500, Thailand
Attention: Mr. Arun Churdboonchart
8.6 Finders' Fee. Each party represents that it neither is nor will
be obligated for any finders' fee or commission in connection with this
transaction. The Investor agrees to indemnify and hold harmless the Company from
any liability for any commission or compensation in the nature of a finders' fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Investor or any of its officers, partners, employees or
representatives is responsible.
The Company agrees to indemnify and hold harmless the Investor from
any liability for any commission or compensation in the nature of a finders' fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.
8.7 Expenses. Irrespective of whether any Closing is effected, the
Company and the Investor shall pay their respective costs and expenses incurred
with respect to the
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negotiation, execution, delivery and performance of the Agreement. If any action
at law or in equity is necessary to enforce or interpret the terms of the
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees,
costs and necessary disbursements in addition to any other relief to which such
party may be entitled.
8.8 Amendments and Waivers. Any term of the Agreement may be amended
and the observance of any term of the Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only by
the mutual written consent of the Company and the Investor. Any, amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any securities purchased under the Agreement at the time outstanding,
each future holder of all such securities, and the Company.
8.9 Severability. If one or more provisions of the Agreement are he
to e unenforceable under applicable law, such provision shall be excluded from
the Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
8.10 Entire Agreement. The Agreement and the License and
Collaboration Agreement, together with their respective exhibits, constitute the
entire agreement between the parties with respect to the subject matter hereof
and thereof and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof and
thereof. No representation, inducement, promise, understanding, condition or
warranty not set forth herein or therein has been made or relied upon by either
party hereto. Neither the Agreement nor any provision hereof is intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the
date first above written.
THE IMMUNE RESPONSE CORPORATION
By: /s/ Dennis J. Carlo
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Title: President and CEO
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TRINITY MEDICAL GROUP, CO., LTD
By: /s/ Arun Churdboonchart
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Title: President and CEO
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