Limited Recourse Interest Inducement and Registration Rights Waiver Agreement between The Immune Response Corporation and Spencer Trask Intellectual Capital Company, LLC (May 19, 2006)
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Summary
The Immune Response Corporation and Spencer Trask Intellectual Capital Company, LLC (STIC) have agreed that STIC will permanently waive its rights under a previous Registration Rights Agreement, meaning STIC will no longer have the right to have its warrant shares registered for resale under a specific SEC registration statement. In exchange, the Company will grant STIC new resale registration rights for shares underlying certain warrants, with terms similar to those provided for agent shares in a related agreement. STIC can only use these new rights for already-issued warrants and cannot use them for a specific registration statement.
EX-10.197.2 3 a18840a1exv10w197w2.htm EXHIBIT 10.197.2 EXHIBIT 10.197.2
Exhibit 10.197.2
May 19, 2006
Spencer Trask Intellectual Capital Company, LLC
535 Madison Avenue, 18th Floor
New York, NY 10022
Attn: Kevin Kimberlin and Bruno Lerer, Esq.
Spencer Trask Intellectual Capital Company, LLC
535 Madison Avenue, 18th Floor
New York, NY 10022
Attn: Kevin Kimberlin and Bruno Lerer, Esq.
| Re: Limited Recourse Interest Inducement Agreement |
Dear Kevin and Bruno:
As we have previously discussed, The Immune Response Corporation (the “Company”) wishes to have Spencer Trask Intellectual Capital Company, LLC (“STIC”) irrevocably waive its rights under that certain Registration Rights Agreement, dated as of February 22, 2006 and as later amended (the “Registration Rights Agreement”). By waiving such rights, STIC would have no further rights under the Registration Rights Agreement, including the right to have its warrant shares registered for resale under the Registration Statement on Form S-1, initially filed with the SEC on April 11, 2006 (file no. 333-133210).
In consideration for STIC granting this waiver under the Registration Rights Agreement, the Company hereby agrees to provide STIC with resale registration rights for the shares underlying the warrants issued, and to be issued, to STIC pursuant to the Limited Recourse Interest Inducement Agreement, dated February 9, 2006 and as later amended, between the Company and STIC (the “Registration Rights Agreement”), with the terms and conditions of such resale registration rights to be substantially similar to the piggyback registration rights provided for the “Agent Shares,” as defined in the Placement Agency Agreement, dated February 9, 2006 and including any later amendments, between the Company and Spencer Trask Ventures, Inc. Notwithstanding the foregoing, STIC may only exercise such piggyback registration rights as to shares underlying Inducement Agreement warrants which warrants have, at the time of the (to-be-piggybacked-upon) registration statement, already been issued; and, STIC may not piggyback on registration statement no. 333-133210.
Please have STIC countersign below to effectuate this waiver under the Registration Rights Agreement and to accept the proposed new registration rights described above.
| Sincerely, | ||
| /s/ Michael K. Green | ||
| Michael K. Green | ||
| Chief Operating Officer and Chief Financial Officer |
| Agreed and Accepted | ||||
| Spencer Trask Intellectual Capital Company, LLC | ||||
By: | /s/ Kevin B. Kimberlin | |||
Name: | Kevin B. Kimberlin | |||
Title: | Nonmember Manager | |||
Date: | May 19, 2006 | |||
cc: | Hayden Trubitt, Heller Ehrman LLP Mitchell C. Littman, Littman Krooks LLP | |||
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