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Immune Response BioPharma, Inc.

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Immune Response BioPharma, Inc. TM

Corporate Filings:  © 2010-2017

11/24/2015        IRBP Reserves Nasdaq Stock Symbol IRBP
03/27/2015        Remune BLA Accepted by the FDA for Review
03/17/2014        NeuroVax Granted FDA Fast Track Designation for SPMS
02/18/2014        REMUNE Granted Orphan Designation for Pediatric HIV/AIDS by the FDA
02/15/2014        U.S. Non Provisional Patent Application Filing #14181628 
                        Whole Killed GP120 Depleted Vaccination & Methods in IFA Against HIV/AIDS Diseases in Humans
02/09/2014        NeuroVax Granted Orphan Designation for Pediatric MS by the FDA
02/06/2014        NeuroVax Phase IIb SPMS Study Clinicaltrials.gov 
01/17/2014        U.S. Non Provisional Patent Application Filing #14157548 
                        TCR Peptides Vaccination & Methods Against Autoimmune Skin Diseases Psoriasis & Eczema
01/10/2014        U.S. Non Provisional Patent Application Filing #14152947 TCR Peptides Vaccination & Methods Against RA
12/13/2013        U.S. Provisional Patent Application Filing #61/915,580 TCR Peptides Vaccination & Methods Against RA
02/15/2013        Immune Response BioPharma, Inc. Corporate ByLaws
12/21/2012        Immune Response BioPharma, Inc. Adopts Shareholder Rights Plan
08/15/2012        Updated Form D Filing
08/02/2011        Form D/A
06/30/2011        Form D
Subject: ACCEPTED FORM TYPE D (0001524679-11-000001)
Date: 30-Jun-2011 18:03

THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.


COMPANY:       Immune Response BioPharma, Inc.
FORM TYPE:     D                    NUMBER OF DOCUMENTS: 1
RECEIVED DATE: 30-Jun-2011 18:03    ACCEPTED DATE:       30-Jun-2011 18:03
FILING DATE:   01-Jul-2011 06:00
TEST FILING:   NO                   CONFIRMING COPY:     NO

CERTIFICATE OF INCORPORATION

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:28 PM 06/20/2011

FILED 12:27 PM 06/20/2011

SRV 110739145 - 4999105 FILE

FIRST: The name of this corporation shall be: Immune Response BioPharma, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville

Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of its registered

agent at such address is Corporate Agents, Inc.

THIRD: The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be

organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock, which this corporation is authorized to issue,

is One Thousand Five Hundred (1,500) shares of common stock without par value.

FIFTH: The name and address of the incorporator is as follows:

Corporate Agents, Inc.

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for

monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding

the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for

breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction

from which the director derived an improper personal benefit. No amendment to or repeal of this

Article Seventh shall apply to or have any effect on the liability or alleged liability of any director

of the Corporation for or with respect to any acts or omissions of such director occurring prior to

such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has

executed signed and acknowledged this certificate of incorporation this 20th day of June, 2011.

Corporate Agents, Inc., Incorporator

By: /s/ Margaret Rosado

Name: Margaret Rosado

Assistant Secretary

DE BC D-:CERTIFICATE OF INCORPORATION - SHORT SPECIMEN 09/00-1 (DESHORT)

Ed. 09/08

County of New Castle

Dated: June 20, 2011

ORGANIZATION ACTION IN WRITING OF INCORPORATOR

OF

Immune Response BioPharma, Inc.

(Organized on June 20, 2011)

The following action is taken this day through this instrument by the incorporator of

the above corporation:

1. The election of the following person[s] to serve as the

director[s] of the corporation until the first annual

meeting of stockholders and until their successors are

elected and qualified or until their earlier resignation or

removal:

DAVID BUSWELL

Corporate Agents, Inc., Incorporator

By: _/s/ Margaret Rosado

Name: Margaret Rosado

Assistant Secretary

Ed. 09/08

Registered Agent Service

Terms and Conditions

Corporate Agents is pleased to provide your business with important Registered Agent services. We look forward to

helping you keep your company in good standing with the state(s) where you do business.

Corporate Agents is an affiliate of both Corporation Service Company® (CSC) and The Company Corporation®

(TCC). For this reason, we may have listed CSC as your company’s incorporator, organizer, or agent for service of

process. The Company Corporation will send your company its annual Registered Agent invoice.

I. Services

As your chosen Registered Agent, Corporate Agents and its affiliates will provide the following services:

Meet your state’s requirement for Registered Agent representation

Receive and forward legal notices regarding your business

Provide ongoing information on state regulatory deadlines and requirements to maintain your company’s

good standing

Provide a buffer between yourself and your company, allowing for greater privacy, and greater separation

between yourself personally and your business

Provide superior customer service assistance from our Business Specialists at 800-499-9519 (toll-free) or

302-636-5460

II. Our Guarantee

Corporate Agents strives for zero defects. We will promptly fix and assume all related state fees or Corporate

Agents service fees associated with errors we make.

III. Renewal of Agreement

You must pay your Registered Agent invoice annually. Payment is due 90 days prior to the 12-month anniversary

date. This helps to ensure that all state and corporate records are updated on a timely basis. Changes to this service

are regulated by specific state governments. Enjoy savings on the annual Registered Agent service when you select

two or three-year options.

IV. Use of Registered Agent Address

You agree that the Registered Agent address can NOT be used or listed as your company's principal place of

business or as any business address whatsoever of your entity. You authorize us to notify the state Secretary of State

or other appropriate state agency that our Registered Agent address may only be used as your company's Registered

Agent address and not as its principal office address or other business address.

V. Change of Contact Information or Address

Please provide us with prompt, written documentation of any and all changes to your official address and contact

information. Changes can be sent to Corporate Agents, Records Department, 2711 Centerville Road, Suite 420,

Wilmington, DE 19808. You may e-mail address updates to info@instacorp.com.

Verbal changes cannot be used to alter company records. In order to receive e-mail advisors of critical corporate

deadlines and special offers, please send e-mail address updates to info@instacorp.com.

VI. Limitation of Liability

Corporate Agents will not be liable for any damages, including without limitation, any indirect, special, incidental,

or consequential damages, losses, or expenses that you may incur in connection with your incorporation or LLC

formation. In no event shall Corporate Agents’ liability exceed service fees and state fees paid to Corporate Agents.

Immune Response BioPharma, Inc. TM
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