Placement Agency Agreement

Exhibit 10.202

THE IMMUNE RESPONSE CORPORATION
5931 Darwin Court
Carlsbad, California 92008

February 22, 2006

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

     Re: Right of First Refusal

Gentlemen:

     Reference is made to that certain Placement Agency Agreement dated February 9, 2006 (the “ Placement Agency Agreement ”) by and between Spencer Trask Ventures, Inc. (the “ Placement Agent ”) and The Immune Response Corporation (the “ Company ”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Placement Agency Agreement.

     The Company hereby grants to the Placement Agent, for a period of twelve (12) months from the Final Closing (the “ Term ”), the irrevocable preferential right of first refusal (the “ Right of First Refusal ”) described below to purchase for the Placement Agent’s account or to act as an agent for any proposed private offering of the Company’s securities (equity or debt) by the Compa