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            NOTE  PURCHASE  AGREEMENT,  dated  as  of  November  9,  2001  (this

"Agreement"),  by and between Kevin Kimberlin Partners, L.P., a Delaware limited

partnership  ("Buyer"),   and  The  Immune  Response  Corporation,   a  Delaware

corporation ("Seller").



            WHEREAS,  Seller desires to issue to Buyer,  and Buyer has agreed to

purchase from Seller, a convertible secured promissory note substantially in the

form of Exhibit A hereto (the "Initial  Note") in the  principal  loan amount of

$2,000,000, which will be convertible and prepayable as set forth herein;



            WHEREAS,  to induce Buyer to make such a loan,  Seller has agreed to

issue to Buyer a warrant (the "Initial  Warrant") to purchase a 1,733,703 shares

of Seller's common stock, $.0025 par value per share (the "Common Stock"), which

equals  $2,000,000  divided by eighty (80%)  percent of the  exercise  price per

share,  which will initially  equal the average of the closing bid prices of the

Common Stock for the ten (10) consecutive trading days immediately preceding the

issuance  date of the Initial  Warrant (the  "Exercise  Price"),  subject to the

adjustments as set forth in the warrant  agreement  substantially in the form of

Exhibit B hereto (the "Warrant Agreement"); and



            WHEREAS, in connection with, and as a condition to, the issuance and

purchase of the Initial  Note,  Seller and Buyer have agreed,  subject to (among

other terms and conditions  set forth herein) the  achievement of the commercial

and technical  milestones to be set forth on a written  schedule (the "Milestone

Schedule")  to be  reasonably  negotiated  by the parties as soon as  reasonably

practicable  following  the Initial  Closing (as defined in Section 2.1 hereof),

that the Seller will issue, and the Buyer will purchase,  additional convertible

secured promissory notes (the "Additional Notes" and each, an "Additional Note";

and  together  with the  Initial  Note,  the  "Notes"),  each in the form of the

Initial Note and each in the principal amount to be reasonably  agreed to (up to

$2,000,000) by the parties,  and additional warrants (the "Additional  Warrants"

and each, an "Additional  Warrant";  and together with the Initial Warrant,  the

"Warrants")  to  purchase,  pursuant to an  additional  warrant  agreement  (the

"Additional  Warrant  Agreement";  and together with the Warrant Agreement,  the

"Warrant  Agreements"),  the number of shares of the Common  Stock  equal to the

principal loan amount of such  corresponding  Additional  Note divided by eighty

(80%) percent of the exercise price per share of such Additional Warrants, which

exercise  price  shall be equal to the  average of the closing bid prices of the

Common Stock for the ten (10) consecutive trading days immediately preceding the

issuance date of such Additional Warrant,  determined and adjusted in accordance

with,  and  subject to the same terms and  conditions  provided  in, the Warrant

Agreement.



            NOW,   THEREFORE,   in   consideration   of  the  premises  and  the

representations,  warranties,  covenants and agreements  herein  contained,  the

parties hereby agree as follows:





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            1.    PURCHASE AND SALE.

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            1.1 SALE OF NOTES AND WARRANTS. At the Initial Closing, Seller shall

issue to Buyer, and Buyer shall purchase from Seller, for the Purchase Price (as

defined in Section  1.2(a)  hereof),  the Initial  Note and the Initial  Warrant

(together, the "Securities").  Subject to Section 1.3 hereof, at each and any of

the Subsequent  Closings (as defined in Section 2.1 hereof),  Seller shall issue

to Buyer,  and Buyer shall purchase from Seller,  for the applicable  Additional

Purchase Price (as defined in Section 1.2(a) hereof),  an Additional Note and an

Additional Warrant (together, the "Additional Securities").



            1.2   PURCHASE PRICE AND PAYMENT.



                  (a)  PURCHASE  PRICE.  The  aggregate  purchase  price for the

Securities shall be $2,000,000 (the "Purchase  Price").  The aggregate  purchase

price  for any  Additional  Securities  shall be the  principal  amount  of each

Additional Note (the "Additional Purchase Price"). The parties hereby agree that

ninety-five  (95%)  percent of the  Purchase  Price (or, as  applicable,  of the

Additional  Purchase Price) will be allocated to each of the Notes and five (5%)

percent of the Purchase  Price (or, as applicable,  of the  Additional  Purchase

Price) will be allocated to each of the Warrants.



                  (b)  PAYMENT OF  PURCHASE  PRICE.  The  Purchase  Price or, as

applicable,  the  Additional  Purchase Price shall be paid to Seller by Buyer on

the applicable Closing Date (as defined in Section 2.1 hereof) via federal funds

wire  transfer(s)  of  immediately  available  funds in accordance  with written

instructions  to be provided to Buyer by Seller at least two (2)  business  days

prior to the applicable Closing Date.



            1.3 SALE OF ADDITIONAL SECURITIES. Provided that the Initial Closing

shall have occurred,  subject to the other conditions  contained  herein,  Buyer

shall acquire, and Seller shall issue,  Additional Securities for the applicable

Additional Purchase Price if Seller shall have achieved,  in accordance with the

Milestone Schedule,  the scheduled milestone(s) on or before the applicable date

that such milestone(s) was to be achieved.



            2.    CLOSING.

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            2.1 INITIAL CLOSING;  SUBSEQUENT  CLOSINGS.  The closing of the sale

and purchase of the Initial  Note and the  issuance of the Initial  Warrant (the

"Initial Closing"), and the closing of any sale and purchase of Additional Notes

and  issuance of other  Additional  Warrants  (the  "Subsequent  Closings";  and

together  with the Initial  Closings,  the  "Closings")  shall be deemed to take

place at the offices of Kirkpatrick & Lockhart LLP, 1251 Avenue of the Americas,

45th Floor, New York, NY 10020, at 10:00 a.m., local time, on such date as Buyer

and Seller  may  mutually  agree in  writing.  The date upon  which the  Initial

Closing  shall occur is herein  called the "Initial  Closing  Date" and the date

upon  which any of the  Subsequent  Closings  shall  occur is herein  called the

"Subsequent Closing Date"; each, a "Closing Date".



            2.2   CLOSING DELIVERIES.



                  (a)   SELLER DELIVERIES. Unless otherwise indicated herein, at

each of the Closings, Seller shall deliver or cause to be delivered to Buyer the

following:



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                        (i)   the duly executed Initial Note or Additional Note,

as the case may be;



                        (ii)  a duly  executed  Intellectual  Property  Security

Agreement (as defined in Section 3.6 hereof) and duly executed  UCC-1  financing

statements, at the Initial Closing;



                        (iii) a duly  executed  Warrant  Agreement or Additional

Warrant Agreement, as the case may be;



                        (iv)  copies of any consents of all persons necessary to

effectuate  this  Agreement  and to  consummate  the  transactions  contemplated

hereby;



                        (v)   a  legal  opinion,  dated  as  of  the  applicable

Closing  Date,  of  Pillsbury  Winthrop  LLP,  counsel  to  Seller,   reasonably

satisfactory in form and substance to Buyer; and



                        (vi)  written  evidence of Nasdaq Consent (as defined in

Section  6.2(c)  hereof);  PROVIDED,  HOWEVER,  that such evidence  shall not be

required at the Initial Closing.



                  (b)   BUYER  DELIVERY.  At each of the  Closings,  Buyer shall

deliver or cause to be delivered to Seller the Purchase Price or, as applicable,

the Additional Purchase Price.



            3.    TERMS OF THE NOTES.

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            3.1  AMOUNT.  The  principal  amount of the  Initial  Note  shall be

$2,000,000 and the principal  amount of any Additional  Note shall be the amount

to be listed on the Milestone Schedule.



            3.2  MATURITY. Unless otherwise converted into the Conversion Shares

(as defined in Section 3.4 hereof) in accordance  with the provisions  hereof or

unless  extended in writing by Buyer in its sole  discretion,  each of the Notes

shall mature on the three-year  anniversary date of the date of issuance of such

Note (each, a "Note Maturity Date"). On the applicable Note Maturity Date of any

of the Notes, unless converted into the Conversion Shares in accordance with the

provisions hereof, all outstanding principal and any accrued and unpaid interest

due and owing on such Note shall be immediately paid by Seller.



            3.3  INTEREST; INTEREST RATE;  PAYMENT.  (a) Each of the Notes shall

bear  interest at a rate equal to eight (8%) percent (the  "Interest  Rate") per

annum  based on a  365-day  year and  shall be  payable  quarterly  in  arrears.

Interest (other than interest accruing as a result of a failure by Seller to pay

any amount when due as set forth in subsection  (b) below) in respect of each of

the Notes shall accrue until all amounts remaining owed under such Note shall be

fully  repaid  or the date on which  such  Note  shall be fully  converted  into

Conversion  Shares  (the  "Conversion  Date"),  as the case may be, and shall be

payable in full on the earlier of (i) the Note Maturity  Date,  (ii) if only the

principal of such Note shall have been converted, and such conversion shall have

occurred  prior to the Note Maturity  Date,  ten (10) days after the  Conversion

Date or (iii) otherwise in accordance with Section 6.2(c)(iii) hereof; PROVIDED,

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