AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE NET
(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

1.                                       Basic Provisions (Basic Provisions)

1.1                                 Parties: This Lease (Lease), dated for reference purposes only, December 15, 1997, is made by and between The Childs Family Investment Partnership, L.P. and The A.J. Gardner Family Trust, U/T/A 3/5/81 (Lessor) and The Immune Response Corporation, a Delaware Corporation (Lessee), (collectively the Parties, or individually a Party).

1.2                                 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 5931, Darwin Court, Carlsbad, California 92008 located in the County of San Diego, State of California and generally described as (describe briefly the nature of the property and, if applicable, the Project, if the property is located within a Project) An approximately 31,200 square foot concrete tilt up freestanding building and appurtances located in the Carlsbad Research Center. (See Addendum) (Premises). (See also Paragraph 2)

1.3.                              Term: Ten (10) years and Zero (0) months (Original Term) commencing See Addendum (Commencement Date) and ending one hundred twenty (120) months there after (Expiration Date). (See also Paragraph 3)

1.4                                 Early Possession: See Addendum (Early Possession Date). (See also Paragraphs 3.2 and 3.3)

1.5                                 Base Rent: $18,408.00 (See Addendum) per month (Base Rent), payable on the first (1st) day of each month commencing on the Commencement Date (See also Paragraph 4)

  If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.

1.6                                 Base Rent Paid Upon Execution: $18,408.00 (Eighteen Thousand Four Hundred Eight and no/100ths Dollars) as Base Rent for the period first month following the Commencement Date.

1.7                                 Security Deposit: $24,024.00 (Security Deposit). (See also Paragraph 5)

1.8                                 Agreed Use: See Addendum (See also Paragraph 6)

1.9                                 Insuring Party. Lessor is the Insuring Party unless otherwise stated herein. (See also Paragraph 8)

1.10                           Real Estate Brokers: (See also Paragraph 15)

(a) Representation: The following real estate brokers (collectively, the Brokers) and brokerage relationships exist in this transaction (check applicable boxes):

                                    David Onosko, CB Commercial Real Estate Group, Inc represents Lessor exclusively (Lessors Broker);

                                    William Driscoll, CB Commercial Real Estate Group, Inc represents Lessee exclusively (Lessees Broker); or

o                                    represents both Lessor and Lessee (Dual Agency).

(b)  Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Broker the fee agreed to in their separate written agreement (or if there is no such agreement, the sum of    % of the total Base Rent for the brokerage services rendered by said Broker).

1.11  Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A (Guarantor). (See also Paragraph 37).

1.12  Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of 15 pgs through      and Exhibits 1.2, 5, 6.2, 50 and 56, all of which constitute a part of this Lease.

2.  Premises.

2.1  Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease.  Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating rental, is an approximation which the Parties agree is reasonable and the rental based thereon is not subject to revision whether or not the actual size is more or less.

2.2  Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (Start Date), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee within thirty (30) days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (HVAC), loading doors, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the Building) shall be free of material defects. If a non-compliance with said warranty exists as of the Start Date, Lessor shall, as Lessors sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify same at Lessors expense. If, after the Start Date, Lessee does not give Lessor written notice of any non-compliance with this warranty within: (i) one year* as to the surface of the roof and the structural portions of the roof, foundations and bearing walls, (ii) six (6) months as to the HVAC systems, (iii) thirty (30) days as to the remaining systems and other elements of the Building, correction of such non-compliance shall be the obligation of Lessee at Lessees sole cost and expense. * as to patent defects and three (3) years as to latent defects

2.3  Compliance. Lessor warrants that the improvements on the Premises comply with all applicable laws, covenants or restrictions or record, building codes, regulations and ordinances (Applicable Requirements) in effect on the Start Date. Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3 (a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning is appropriate for Lessees intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessors expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within six (6) months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessees sole cost and expense. If the Applicable Requirements are hereafter changed (as opposed to being in existence at the Start Date, which is addressed in Paragraph 6.2(e) below) so as to require during the term of this Lease the construction of an addition to or an alteration of the Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Building (Capital Expenditure), Lessor and Lessee shall allocate the cost of such work as follows:

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