Exhibit 10.184
ANTIDILUTION AMENDMENT/WAIVER RE SHARES EXCHANGE
AGREEMENT
Cornell Capital Partners, LP (“Cornell
Capital”) hereby grants the following limited, one-time
antidilution amendment/waiver to The Immune Response Corporation, a
Delaware corporation (the “Company”), as of
September 21, 2005.
Cheshire Associates LLC, a Delaware limited
liability company (“Cheshire”)owns 688,146 shares of
Series A Convertible Preferred Stock of the Company (the
“Preferred Shares”). The closing sale price of the
Company’s common stock on September 21, 2005, as
reported by The Nasdaq Stock Market, was $0.46. The accrued
dividends on the Preferred Shares through September 20, 2005
will total $637,241.45. Pursuant to the terms of the governing
charter document, the conversion price of the Preferred Shares is
scheduled to decline to $0.4987 on April 8, 2006.
Pursuant to a contemplated Shares Exchange
Agreement (the “Shares Exchange Agreement”) between the
Company and Cheshire to be dated September 20, 2005, all the
Preferred Shares are to be exchanged, pursuant to
Section 3(a)(9) of the Securities Act, for 9,643,060shares of
newly-issued common stock of the Company (the “Common
Shares”). T
