PLACEMENT AGENCY AGREEMENT

Exhibit 10.195

PLACEMENT AGENCY AGREEMENT

February 9, 2006

Spencer Trask Ventures, Inc.
535 Madison Avenue
18th Floor
New York, New York 10022

Gentlemen:

The Immune Response Corporation, a Delaware corporation (the “ Company ”), hereby confirms its agreement (this “ Agreement ”) with Spencer Trask Ventures, Inc., a Delaware corporation (the “ Placement Agent ”) as follows:

1.  Offering . (a) The Company will offer (the “ Offering ”) for sale through the Placement Agent, as exclusive agent for the Company, and its selected dealers, if any, a minimum of 5 units ($500,000) (the “ Minimum Amount ”) and a maximum of 50 units ($5,000,000) (the “ Maximum Amount ”); provided , however , that the Company and the Placement Agent may, in their mutual discretion, increase the number of Units sold in the Offering. Each unit (a “ Unit ”) shall consist of an 8% convertible senior secured promissory note in the principal amount of $100,000 (a “ Note ”) convertible into shares of common stock, par value $.0025 per share, of the Company (the “ Common Stock ”) at a conversion price of $0.02 per share of Common Stock and a warrant (a “ Warrant ”) to purchase 15,000,000 shares of Common Stock (the “ Warrant Shares ”). The Notes and Warrants shall have the rights and privileges described in the Memorandum (as defined below). Related persons and/or affiliates of the Placement Agent and the Company may, but are not obligated to, participate in the Offering, and any such investments will be counted to determine whether the Minimum and Maximum Amounts, as applicable, have been satisfied.

(b) Placement of the Units by the Placement Agent will be made on a “reasonable efforts,” “all-or-none” basis with respect to the Minimum Amount and on a “reasonable efforts” basis as to the remaining 45 Units. The minimum subscription for Units shall be for ¹ / 4 of one Unit ($25,000); provided , however , that the Company and the Placement Agent may, in their mutual discretion, waive such minimum subscription from time to time. The Units will be offered commencing on the date of the Memorandum for a period of up to 90 days (the “ Offering Period ”). The date on which the Offering Period shall terminate shall be referred to as the “ Termination Date .” A Final Closing (as hereinafter defined) may be held up to ten days after the Termination Date.

(c) Subscriptions for the Units will be accepted by the Company at a price of $100,000 per Unit or such price proportional to the fractional Units that may be offered in accordance with Section 1(b) hereof (the “ Offering Price ”); provided , however , that the Placement Agent shall not make any offer to or tender to the Company, and the Company shall not accept subscriptions from, or sell Units to, any persons or entities who do not qualify as “accredited investors,” as such term is

defined in Rule 501 of Regulation D promulgated under Section 4(2) (“ Regulation D ”) of the Securities Act of 1933, as amended (the “ Act ”).

(d) The offering of the Units will be made by the Placement Agent on behalf of the Company solely pursuant to the Memorandum, which at all times will be in form and substance acceptable to the Placement Agent, the Company and their respective counsel, and shall contain such legends and other information as the Placement Agent, the Company and their respective counsel may, from time to time, deem necessary and desirable to be set forth therein. The term “ Memorandum ” as used in this Agreement means the Company’s Confidential Private Placement Memorandum dated February 9, 2006, inclusive of all annexes, supplements and appendices thereto, if any. Unless otherwise defined, each capitalized term used in this Agreement has the same meaning ascribed to it in the Memorandum.

2.  Representations, Warranties and Covenants of the Company . The Company hereby represents, warrants and covenants to the Placement Agent that:

(a) The Memorandum has been diligently prepared by the Company, in conformity with all applicable laws, and is in compliance with Regulation D, the Act and the requirements of all other rules and regulations (the “ Regulations ”) of the Securities and Exchange Commission (the “ SEC ”) relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Units are to be offered and sold. The Units will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those United States jurisdictions in which the Placement Agent notifies the Company in writing that the Units are being offered for sale. The Memorandum describes all material aspects, including attendant risks, of an investment in the Company. The Company has not taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation D or Section 4(2) of the Act, and knows of no reason why any such exemption would be otherwise unavailable to it. None of the Company, its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation D.

(b) The Memorandum does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements, documents, certificates or other items prepared or supplied by the Company with respect to the transactions contemplated hereby contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made. There is no fact which the Company has not disclosed in the Memorandum and to the Placement Agent and its counsel in writing and of which the Company is aware that materially adversely affects or that could reasonably be expected to have a material adverse effect on the prospects, condition (financial or otherwise), operations or assets of the Company or any of its subsidiaries.

(c) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Except as set forth in the Memorandum, the Company has no

subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. The Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the prospects, condition (financial or otherwise), operations or assets of the Company or its business.

(d) The Company has all corporate power and authority to conduct its business as presently conducted and as proposed to be conducted (as described in the Memorandum), to enter into and perform its obligations under this Agreement, the Subscription Agreement substantially in the form of Annex C to the Memorandum (the “ Subscription Agreement ”), the Registration Rights Agreement substantially in the form of Annex D to the Memorandum (the “ Registration Rights Agreement ”), and the other agreements contemplated hereby (this Agreement, the Subscription Agreement, the Registration Rights Agreement and the other agreements contemplated hereby are collectively referred to herein as the “ Transaction Documents ”) and to issue, sell and deliver the Units, the Notes, the Warrants, the shares of Common Stock issuable upon conversion of the Notes (the “ Conversion Shares ”), the Warrant Shares, the Agent’s Securities (as hereinafter defined) and the Additional Agent’s Securities (as hereinafter defined). Prior to the First Closing, as defined herein, each of the Transaction Documents will have been duly authorized. This Agreement has been duly authorized, executed and delivered and constitutes, and each of the other Transaction Documents, upon due execution and delivery, will constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms (i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect related to laws affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e) None of the execution and delivery of, or performance by the Company under this Agreement or any of the other Transaction Documents or the consummation of the transactions herein or therein contemplated conflicts with or violates, or will result in the creation or imposition of, any lien, charge or other encumbrance upon any of the assets of the Company under any agreement or other instrument to which the Company is a party or by which the Company or its assets may be bound, or any term of the certificate of incorporation or by-laws of the Company, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of its assets.

(f) As of the date of the First Closing (as defined in Section 4(c) hereof), the Company will have the authorized and outstanding capital stock as set forth in the Memorandum. All outstanding shares of capital stock of the Company are duly authorized, validly issued and outstanding, fully paid and nonassessable. Except as described in the Memorandum, as of the date of the First Closing: (i) there will be no outstanding options, stock subscription agreements, warrants or other rights permitting or requiring the Company or others to purchase or acquire any shares of capital stock or other equity securities of the Company or to pay any dividend or make any other distribution in respect thereof; (ii) there will be no securities issued or outstanding that are convertible into or exchangeable for any of the foregoing and there are no contracts, commitments or understandings, whether or not in writing, to issue or grant any such option, warrant, right or convertible or exchangeable security; (iii) no shares of stock or other securities

of the Company are reserved for issuance for any purpose; (iv) there will be no voting trusts or other contracts, commitments, understandings, arrangements or restrictions of any kind with respect to the ownership, voting or transfer of shares of stock or other securities of the Company, including without limitation, any preemptive rights, rights of first refusal, proxies or similar rights, and (v) no person holds a right to require the Company to register any securities of the Company under the Act or to participate in any such registration. As of the date of the First Closing, the issued and outstanding shares of capital stock of the Company will conform to all statements in relation thereto contained in the Memorandum and the Memorandum describes all material terms and conditions thereof. All issuances by the Company of its securities have been, at the times of their issuance, registered or were exempt from registration under the Act and any applicable state securities laws.

(g) Immediately prior to the First Closing, the Notes, the Warrants, the Agent Warrants (as hereinafter defined) and the Additional Agent Warrants (as hereinafter defined) will have been duly authorized and, when issued and delivered against payment therefor as provided in the Transaction Documents, will be validly issued, fully paid and nonassessable. No holder of any of the Notes, Warrants, Warrant Shares, Conversion Shares, Agent’s Securities or Additional Agent’s Securities will be subject to personal liability solely by reason of being such a holder, and except as described in the Memorandum, none of the Notes, Warrants, Warrant Shares, Conversion Shares, Agent’s Securities or Additional Agent’s Securities are subject to preemptive or similar rights of any stockholder or security holder of the Company or an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, options, warrants or other rights to acquire any securities of the Company. Promptly after the Final Closing (as hereinafter defined), the Company will cause a special meeting of its stockholders (the “ Special Meeting ”) to be held for the purpose of amending the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock (the “ Share Increase ”) and, upon obtaining such approval, the Company will at all times reserve and keep available a sufficient number of authorized but unissued shares of Common Stock for issuance upon the conversion of the Notes, exercise of the Warrants, the exercise of the Agent Warrants and exercise of the Additional Agent Warrants. Immediately following the effectiveness of the Share Increase, the issuance of the Warrant Shares, Conversion Shares, the Agent’s Shares (as hereinafter defined) and the Additional Agent’s Shares (as hereinafter defined) will be duly authorized and, when issued and delivered against payment therefore as provided in the Transaction Documents, will be validly issued, fully paid and nonassessable.

(h) No consent, authorization or filing of or with any court or governmental authority is required in connection with the issuance or the consummation of the transactions contemplated herein or in the other Transaction Documents, except for required filings with the SEC and the applicable state securities commissions relating specifically to the Offering and the Special Meeting (all of which filings will be duly made by, or on behalf of, the Company), other than those which are required to be made after the First Closing (all of which will be duly made on a timely basis).

(i) The Company’s financial statements, together with the related notes, if any, included in the Memorandum or incorporated therein by reference, present fairly, in all material respects, the financial position of the Company as of the dates specified and the results of operations for the periods covered thereby. Such financial statements and related notes were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated. Except as set forth in such financial statements or in the Memorandum, the Company has no known material liabilities of any kind, whether accrued,

absolute or contingent, or otherwise, and subsequent to the date of the Memorandum it shall not enter into any material transactions or commitments without promptly thereafter notifying the Placement Agent in writing of any such material transaction or commitment. The other financial and statistical information with respect to the Company and any pro forma information and related notes included in the Memorandum present fairly the information shown therein on a basis consistent with the financial statements of the Company included in the Memorandum. The Company does not know of any facts, circumstances or conditions which could materially adversely affect its operations, earnings or prospects that have not been fully disclosed in the Memorandum .

(j) The conduct of business by the Company as presently and proposed to be conducted is not subject to continuing oversight, supervision, regulation or examination by any governmental official or body of the United States, or any other jurisdiction wherein the Company conducts or proposes to conduct such business, except as described in the Memorandum and except as such regulation is applicable to commercial enterprises generally. The Company has obtained all material licenses, permits and other governmental authorizations necessary to conduct its business as presently conducted. The Company has not received any notice of any violation of, or noncompliance with, any federal, state, local or foreign laws, ordinances, regulations and orders (including, without limitation, those relating to environmental protection, occupational safety and health, securities laws, equal employment opportunity, consumer protection, credit reporting, “truth-in-lending”, and warranties and trade practices) applicable to its business, the violation of, or noncompliance with, would have a material adverse effect on the prospects, condition (financial or otherwise), operations or assets of the Company or its business, and the Company knows of no facts or set of circumstances which could give rise to such a notice.

(k) No default by the Company or, to the best knowledge of the Company, any other party, exists in the due performance under any material agreement to which the Company is a party or to which any of its assets is subject (collectively, the “ Company Agreements ”). The Company Agreements disclosed in the Memorandum are the only material agreements to which the Company is bound or by which its assets are subject, are accurately described in the Memorandum and are in full force and effect in accordance with their respective terms.

(l) Except as set forth in the Memorandum, there are no actions, proceedings, claims or investigations, before or by any court or governmental authority (or any state of facts which management of the Company has concluded could give rise thereto) pending or, to the best knowledge of the Company, threatened, against the Company, or involving its assets or, to the best knowledge of the Company, involving any of its officers or directors that, if determined adversely to the Company or such officer or director, could reasonably be expected to result in any material adverse change in the condition (financial or otherwise) or prospects of the Company or adversely affect the transactions contemplated by this Agreement or the other Transaction Documents or the enforceability hereof or thereof.

(m) The Company is not in violation of: (i) its certificate of incorporation or by-laws each as may be amended; (ii) any indenture, mortgage, deed of trust, note or other agreement or instrument to which the Company is a party or by which it is or may be bound or to which any of its assets may be subject; (iii) any statute, rule or regulation currently applicable to the Company; or (iv) any judgment, decree or order applicable to the Company, which violation or violations individually, or in the aggregate, could reasonably be expected to result in any material adverse change in the condition (financial or otherwise) or prospects of the Company or adversely affect

the transactions contemplated by this Agreement or the other Transaction Documents or the enforceability thereof.

(n) The Company does not own any real property in fee simple, and the Company has good and marketable title to all property (personal, tangible and intangible) owned by it, free and clear of all security interests, liens and encumbrances, except for such as are described in the Memorandum.

(o) The Company owns all right, title and interest in, or possesses adequate and enforceable rights to use, all patents, patent applications, trademarks, service marks, copyrights, rights, licenses, franchises, trade secrets, confidential information, processes and formulations necessary for the conduct of its business (collectively, the “ Intangibles ”). Except as set forth in the Memorandum, to the best knowledge of the Company it has not infringed upon the rights of others with respect to the Intangibles and the Company has not received notice that it has or may have infringed or is infringing upon the rights of others with respect to the Intangibles, or any notice of conflict with the asserted rights of others with respect to the Intangibles that could, individually or in the aggregate, materially adversely affect the condition (financial or otherwise) or prospects of the Company. Except as set forth in the Memorandum, to the best knowledge of the Company, no others have infringed upon the rights of the Company with respect to the Intangibles.

(p) Subsequent to the respective dates as of which information is given in the Memorandum, the Company has operated its business in the ordinary course and, except as may otherwise be set forth in the Memorandum, there has been no: (i) material adverse change in the condition (financial or otherwise) of the Company; (ii) transaction otherwise than in the ordinary course of business consistent with past practice; (iii) issuance of any securities (debt or equity) or any rights to acquire any such securities; (iv) damage, loss or destruction, whether or not covered by insurance, with respect to any asset or property of the Company; or (v) agreement to permit any of the foregoing.

(q) The Company has filed, on a timely basis, all federal, state, local and foreign tax return that was required to be filed, or has requested an extension therefor and has paid all taxes and all related assessments, penalties and interest to the extent that the same have become due. To the Company’s knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. To the Company’s knowledge, none of the Company’s tax returns is presently being audited by any taxing authority.

(r) The Company is not obligated to pay, and has not obligated the Placement Agent to pay, a finder’s or origination fee in connection with the Offering, and hereby agrees to indemnify the Placement Agent from any such claim made by any other person as more fully set forth in Section 7 hereof. The Company has not offered for sale or solicited offers to purchase the Units except for negotiations with the Placement Agent. Except as set forth in the Memorandum, no other person has any right to participate in any offer, sale or distribution of the Company’s securities to which the Placement Agent’s rights, described herein, shall apply.

(s) The Company has and will maintain appropriate casualty and liability insurance coverage, in scope and amounts reasonable and customary for similar businesses of its size.

(t) Neither the sale of the Units by the Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, the Company is not (a) a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) a person who engages in any dealings or transactions, or be otherwise associated, with any such person. The Company and its subsidiaries are in compliance, in all material respects, with the USA Patriot Act of 2001 (signed into law October 26, 2001).

(u) The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including, without limitation, pursuant to Section 13(a) and 15(d) thereof, (the foregoing materials being collectively referred to herein as the “ SEC Filings ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Filing prior to the expiration of any such extension. As of their respective dates, the SEC Filings complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Filings, when filed, contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party have been filed as exhibits to the SEC Filings to the extent required. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.

(w) Since the adoption of the Sarbanes-Oxley Act of 2002 (the “ New Act ”), the Company has complied in all material respects with the laws, rules and regulations under the New Act.

3.  Placement Agent Appointment and Compensation . (a) The Company hereby appoints the Placement Agent and its selected dealers, if any, as its exclusive agent in connection with the Offering. The Company has not and will not make, or permit to be made, any offers or sales of the Units other than through the Placement Agent without the Placement Agent’s prior written consent. The Placement Agent has no obligation to purchase any of the Units. The agency of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing.

(b) The Company will cause to be delivered to the Placement Agent copies of the Memorandum and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws, and hereby authorizes the Placement Agent and its agents, employees and selected dealers to use the Memorandum in connection with the sale of the Units until the later of the Final Closing or the Termination Date, and no other person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Units.

(c) The Company will cooperate with the Placement Agent by making available to its representatives such information as may be reasonably requested in making a reasonable investigation of the Company and its affairs and shall provide access to such employees as shall be reasonably requested. Prior to the First Closing, if requested by the Placement Agent, the Company shall provide, at its own expense, credit or similar reports on such key management persons as the Placement Agent shall reasonably request.

(d) In connection with the Offering, the Company will pay a cash fee (the “ Agent’s Fee ”) to the Placement Agent at each Closing equal to 10% of the aggregate gross proceeds received from the sale of the Units sold in the Offering. The Placement Agent, in its sole discretion, may discount or waive the Agent’s Compensation (as hereinafter defined) with respect to gross proceeds received from the sale of Units sold to investors identified by officers and directors of the Company and/or large investments made by a single investor in the Offering.

(e) As additional compensation hereunder, at each Closing the Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “ Agent Warrants”, and together with the Agent’s Fee, the “ Agent’s Compensation ”) to purchase shares of Common Stock (the “ Agent’s Shares" ; and, collectively with the Agent Warrants, the “ Agent’s Securities ”). The Agent Warrants shall be of like tenor to the Warrants sold in the Offering and shall: (i) be exercisable for that number of shares of Common Stock equal to 20% of the number of shares of Common Stock issuable upon conversion of the Notes sold in the Offering and (ii) have an initial exercise price equal to $0.02 per share of Common Stock.

The Agent Warrants shall also provide the Placement Agent with a cashless exercise right. The Agent Warrants shall be exercisable until the date that is seven (7) years after the date of issuance. The Agent Shares shall be entitled to registration rights equivalent to those to be granted to the purchasers of the Units (the “ Investors ”) in the Regist