SUBLICENSE AND SUPPLY AGREEMENT
THIS SUBLICENSE AND SUPPLY AGREEMENT is dated as of August 4, 2000 and is entered into
TRINITY MEDICAL GROUP USA, INC. ("TMGUSA"), a Florida Corporation, having a place of business at
3753 Howard Hughes Parkway, Las Vegas, NV 89109, U.S.A; and
TRINITY ASSETS COMPANY LIMITED ("TAC"), a company incorporated in Thailand, having a place of
business at 425/129 Soi Sirijulsawek, Silom Road, Bangkok 10500, Thailand.
WHEREAS, THE IMMUNE RESPONSE CORPORATION (" IRC") and TRINITY MEDICAL GROUP
COMPANY LIMITED ("TMG") entered into the License and Collaboration Agreement dated as of 15
September 1995 (the "License Agreement").
WHEREAS, TMG assigned all of its rights and obligations under the License Agreement to TMGUSA pursuant
to the terms and conditions of the Assignment Agreement dated as of 3 August 2000 (the "Assignment
WHEREAS, TMGUSA, Dr. Vina Churdboonchart and TMG entered into the Collaboration and Supply
Agreement dated as of 1 December 1999 (the "Collaboration and Supply Agreement").
WHEREAS, TMGUSA and TAC hereby enter into this Sublicense and Supply Agreement dated as of 4 August
2000 (the "Distribution and Supply Agreement").
WHEREAS, TMGUSA intends to sublicense some of its rights and obligations assigned to it pursuant to the
Assignment Agreement and supply the Product purchased from IRC to TAC in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the
Parties agree as follows:
ARTICLE 1. DEFINITION AND INTERPRETATION
Unless otherwise specified in this Agreement, terms used in this Agreement shall have the same meanings as
provided in the License Agreement between TMG and The Immune Response Corporation dated September
ARTICLE 2. DEVELOPMENT PROGRAM
2.2 Expenses of the Development Program
2.2.1 In performing the subcontract work of the Development Program as specified in Article 2.1