LETTER OF INTENT

THIS LETTER OF INTENT is made on the 11th day of June 1998, by and between Agouron Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the state of California, having a principal place of business at 10350 North Torrey Pines Road, La Jolla, California 92037 (hereinafter called "Agouron"), and The Immune Response Corporation, a corporation duly organized and existing under the laws of the state of Delaware, having a principal place of business at 5935 Darwin Court, Carlsbad, California 92008 (hereinafter called "Immune Response"). Agouron and Immune Response are sometimes hereinafter referred to as a party (collectively "parties") to this Agreement.

BACKGROUND

In accordance with the terms of this Letter of Intent, Immune Response has agreed to license to Agouron the exclusive rights necessary or useful for the registration and/or commercialization of the product known as REMUNE, a non-infectious intact Human Immunodeficiency Virus ("HIV") devoid of outer envelope proteins. This Letter of Intent, which shall be binding on the parties, sets forth the basic license terms upon which the parties have agreed. The full terms of the license will be set forth in a definitive agreement to be prepared as described below.

NOW, THEREFORE, the parties agree as follows:

1. Terms. The parties hereby enter into this Letter of Intent to confirm their entering into a license agreement on terms substantially in accordance with those contained in Exhibit A hereto. The parties acknowledge that Exhibit A states the basic terms of the understanding between the parties and anticipate the further negotiation and preparation of an agreement containing the full terms of the license between the parties ("Definitive Agreement"). Each party agrees to act in good faith in an effort to negotiate, execute and deliver the Definitive Agreement on or before September 1, 1998. If the Definitive Agreement is not executed by September 1, 1998, the provisions of this Letter of Intents hall continue in effect until the Definitive Agreement is executed, and the parties will continue to negotiate in good faith in an effort to execute and deliver the Definitive Agreement as soon as possible.

2. Disclosure. The parties shall jointly prepare and release a statement about the existence of this Letter of Intent and of the license between Agouron and Immune Response. Except as agreed to by the parties, neither Agouron nor Immune Response shall release any further information to any third party who is not under an obligation of confidentiality with respect thereto about any of the terms of this Letter of Intent, or of the license, or of results of clinical trials of REMUNE, without the prior written consent of the other, which consents hall not unreasonably be withheld. This prohibition includes, but is not limited to, press releases, educational and scientific conferences, promotional materials and discussions with the media. If a party determines that it is required by law to release information to any third party regarding such matters, it shall notify the other party of this fact prior to releasing the information. The notice to the other party shall include the text of the information proposed for release. The other party shall have the right to confer with the notifying party regarding the necessity forth e disclosure and the text of the information proposed for release.

3. Miscellaneous. This Letter of Intent contains the entire agreement between the parties as of the date herein above written on the matters set forth herein and shall be governed by and construed in accordance with the laws of the State of California. Exhibit A describes the parties' understanding with respect to the registration and commercialization of the "Product" as defined therein. This Letter of Intent, including Exhibit A, shall not be amended, supplemented or otherwise modified, except by an instrument in writing signed by duly authorized officers of both parties. Each party shall bear all of the expenses incurred by it in connection with the negotiation and preparation of this Letter of Intent and the Definitive Agreement. Each party represents and warrants that it is not presently bound by any agreement with any third party which limits its performance of any of the obligations or activities provided for under this Letter of Intent or contemplated by the Definitive Agreement. Immune Response represents and warrants that it is not aware of any patents, patent applications and/or know-how that it does not have the right to license to Agouron which is necessary or useful for commercialization of Product by Agouron. Immune Response further represents and warrants that it will not enter into any agreements which limit Immune Response's performance of any of the obligations or activities provided for under this Letter of Intent or contemplated by the Definitive Agreement. Immune Response, at its expense, shall obtain any government approval(s) not related to drug product registration, which are required to enable this Agreement to become effective. At any time after October 15, 1998, Agouron may elect to immediately terminate, in their entirety, all of its rights and obligations under this Letter of Intent and the Definitive Agreement, except that Agouron may exercise this right to terminate only on the basis of its concerns related to the safety, efficacy, competitiveness, or commercial feasibility of Product.

IN WITNESS WHEREOF, the parties hereto have executed this Letter of Intent by their respective officers thereunto duly authorized, as of the date herein above written. This Letter of Intent may be executed in counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

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