AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT

Intercreditor Agreement

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The Immune Response Corporation | Cheshire Associates, LLC | Hudson Asset Partners, LLC | Qubit Holdings, LLC

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Title: AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT
Date: 4/11/2006
Industry: Biotechnology and Drugs Sector: Healthcare

Exhibit 10.194.1

AMENDMENT NO. 1 TO
INTERCREDITOR AGREEMENT

This Amendment No. 1 to Intercreditor Agreement (the “Amendment”) is effective as of March 7, 2006, and amends the INTERCREDITOR AGREEMENT, dated as of February 9, 2006 (the “Agreement”), by and among The Immune Response Corporation, a Delaware corporation (the “Company”), Cheshire Associates, LLC, a Delaware limited liability company, Cornell Capital Partners, L.P., a Delaware limited partnership, and Hudson Asset Partners, LLC, a Delaware limited liability company, as agent for the holders from time to time of the Company’s 8% Senior Secured Con

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