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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 3, 1996
THE IMMUNE RESPONSE CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 0-18006
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<S> <C>
DELAWARE 33-0255679
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
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5935 DARWIN COURT, CARLSBAD, CA 92008
(Address of principal executive offices)
(Zip Code)
(619) 431-7080
(Registrant's telephone number, including area code)
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THE IMMUNE RESPONSE CORPORATION
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Item 5. Other Events
Signature
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ITEM 5. OTHER EVENTS
On October 7, 1996 The Immune Response Corporation (the "Company")
announced that it had entered into a Development, License and Distribution
Agreement (the "Agreement") with Viru-Tech Limited ("Viru-Tech"), a Jersey,
Channel Islands corporation, relating to the development, and if approved for
commercialization, the marketing and distribution of REMUNE(TM), the Company's
immune-based therapy for the treatment of Human Immunodeficiency Syndrome
("HIV").
Pursuant to the Agreement, the Company granted to Viru-Tech the right
to develop, and if approved for commercialization, to market and distribute
REMUNE in Central and South America (the "Territory"). The Agreement specifies
that Viru-Tech is to be responsible for the cost of conducting human clinical
trials and taking such other actions as are necessary in order to market and
distribute REMUNE in the Territory. The Company will provide REMUNE for use in
any required clinical trials. In exchange, the Company will receive a pre-set
price per syringe of REMUNE if approved for distribution in the Territory.
In connection with the Agreement, the Company and Viru-Tech also
entered into a Stock Purchase Agreement, pursuant to which Viru-Tech purchased
$3 million of the Company's Common Stock at a price of $12.77 per share, which
reflected a 50% premium to the average market price of such stock, calculated
by reference to the twenty trading days ending five days prior to the closing
date of the Stock Purchase Agreement.
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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: October 10, 1996 /s/ Steven W. Brostoff, Ph.D.
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Steven W. Brostoff, Ph.D.
Vice President, Research
and Development and Chief
Scientific Officer
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