Exhibit
      10.3

     

    EXECUTION
      VERSION

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (the "Agreement") is made and entered into as
      of
      October 26,
      2007 by
      and between NexMed, Inc., a Nevada corporation (the "Company"), and the
      "Purchaser" named in that Purchase Agreement of even date herewith by and
      between the Company and the Purchaser (the "Purchase Agreement").

     

    The
      parties hereby agree as follows: 

     

    1.             
      Certain
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following meanings and
      any
      terms
      not defined herein shall have the meaning ascribed to them in the Purchase
      Agreement:

     

    "Common
      Stock"
      shall
      mean the Company's common stock, par value $0.001 per share.

    "Investor"
      and
      "Investors"
      shall
      mean the Purchaser identified in the Purchase Agreement and any transferee
      of
      the Purchaser who is a permitted assignee of any Note, Warrant or Registrable
      Securities.

     

    "Note"
      shall
      mean the Company's note Due June 30, 2009 issued and sold to the Purchaser
      pursuant to the Purchase Agreement.

    "Principal
      Market" shall
      mean the NASDAQ Capital Market or such other principal
      market or exchange on which the Common Stock is then listed for
      trading.

     

    "Trading
      Day"
      shall
      mean a day on which there is trading on the Principal Market.

    "Prospectus"
      shall
      mean the prospectus included in any Registration Statement, as amended
      or supplemented by any prospectus supplement, with respect to the terms of
      the
offering
      of any portion of the Registrable Securities covered by such Registration
      Statement and by
      all
      other amendments and supplements to the prospectus, including post-effective
      amendments
      and all material incorporated by reference in such prospectus.

     

    "Register,"
      "registered"
      and
      "registration"
      refer
      to a registration made by preparing
      and filing a registration statement or similar document in compliance with
      the
      1933 Act
      (as
      defined below), and the declaration or ordering of effectiveness of such
      registration statement or document.

    "Registrable
      Securities"
      shall
      mean (a) the Underlying Shares or other securities issued or issuable to each
      Holder or its permitted transferee or designee (i) upon exercise of the
Warrant,
      or (ii) upon any distribution with respect to, any exchange for or any
      replacement of such
      Warrant, or (iii) upon any conversion, exercise or exchange of any securities
      issued in connection
      with any such distribution, exchange or replacement; (b) securities issued
      or
      issuable upon
      any
      stock split, stock dividend, recapitalization or similar event with respect
      to
      the foregoing;
      and (c) any other security issued as a dividend or other distribution with
      respect to, in exchange for or in replacement of the securities referred to
      in
      the preceding clauses.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    "Registration
      Statement"
      shall
      mean any registration statement filed under the 1933
      Act
      of the Company that covers the resale of any of the Registrable Securities
      pursuant to the provisions of this Agreement, amendments and supplements to
      such
      Registration Statement, including post-effective amendments, all exhibits and
      all material incorporated by reference in such Registration
      Statement.

     

    "SEC"
      means
      the U.S. Securities and Exchange Commission.

     

    "Underlying
      Shares"
      means
      the shares underlying the Warrant to purchase up to: (i) 350,000 shares of
      the
      Company's Common Stock upon Closing, and (ii) 100,000 shares of the Company's
      Common Stock if the Note remains outstanding twelve (12) months from the
date
      of
      this Registration Rights Agreement.

     

    "Warrant"
      means
      the Company's warrant issued and sold to the Purchaser pursuant
      to the Purchase Agreement.

     

     

    "1933
      Act"
      means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

     

    "1934
      Act"
      means
      the Securities Exchange Act of 1934, as amended, and the rules
      and
      regulations promulgated thereunder.

     

    2.            
      Registration.

     

    (a) Registration
      Statements.
      Following the closing of the purchase and sale of the
      Note
      and Warrant contemplated by the Purchase Agreement (the "Closing Date") and
      before November
      30, 2007, the Company shall prepare and file with the SEC one Registration
      Statement
      on Form S-3 (or, if Form S-3 is not then available to the Company, on such
      form
      of registration statement as is then available to effect a registration for
      resale of the Registrable Securities) covering the resale of the Registrable
      Securities in an amount equal to the number of shares
      of
      Common Stock necessary to permit the exercise in full of the Warrant. Such
      Registration
      Statement also shall cover, to the extent allowable under the 1933 Act and
      the
      Rules promulgated thereunder (including Rule 416), such indeterminate number
      of
      additional shares of Common
      Stock resulting from stock splits, stock dividends or similar transactions
      with
      respect to the
      Registrable Securities. The Registration Statement (and each amendment or
      supplement thereto,
      and each request for acceleration of effectiveness thereof) shall be provided
      in
accordance
      with Section 3(c) to counsel to the Investor prior to its filing or other
      submission.

     

    (b) Expenses.
      The
      Company will pay all expenses associated with each registration, but excluding
      discounts, commissions, fees of underwriters, selling brokers, dealer managers
      or similar securities industry professionals.

     

    (c) Effectiveness.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (i) The
      Company shall use its best efforts to have each Registration Statement
      declared effective as soon as practicable, but in no event later than 5 days
      following the
      date
      on which the SEC notifies the Company or its counsel that the Registration
      Statement is not subject to any further review. In connection therewith, the
      Company shall respond to all SEC comments on the Registration Statement and
      file
      any amendments to the Registration Statement as soon as reasonably practicable
      following any date on which the SEC furnishes comments to, asks questions of,
      or
      requests further information from, the Company or its counsel with respect
      to
      the Registration Statement or any part thereof or any document incorporated
      by
      reference therein. After any Registration Statement is declared effective by
      the
      SEC, the Company
      shall cause such Registration Statement to remain effective in accordance with
      the terms
      hereof, subject to permitted suspension of such effectiveness only for Allowed
      Delays (as defined below). On or prior to the date any Registration Statement
      is
      declared effective by the SEC, the Company shall cause the Registrable
      Securities to be specifically listed or included for quotation on the Nasdaq
      National Market System, the Nasdaq Small Cap Market, the New York Stock
      Exchange or the American Stock Exchange, and maintain such listing and quotation
      for the
      Registrable Securities and the Common Stock in general.

     

    (ii) For
      not
      more than twenty (20) consecutive Trading Days and
      for a
      total of not more than sixty (60) Trading Days in any twelve (12) consecutive
      month period, the Company may delay the disclosure of material non-public
      information concerning the Company, by suspending effectiveness of any
registration
      contemplated by this Section not containing such information, the disclosure
      of
which
      at
      the time is not, in the good faith opinion of the Company, in the best interests
      of the Company
      (an "Allowed Delay"); provided, that the Company shall promptly (a) notify
      the
Investor
      in writing of the existence of (but in no event, without the prior written
      consent of the Investor, shall the Company disclose to the Investor any of
      the
      facts or circumstances regarding) material non-public information giving rise to
      an Allowed Delay, and (b) advise the Investor in writing
      to cease all sales under the Registration Statement until the end of the Allowed
      Delay. The
      duration of the Registration Period will be extended by the number of days
      of
      any and all Allowed Delays.

     

    (d)
      Underwritten
      Offering.
      If any
      offering pursuant to a Registration Statement
      pursuant to Section 2(a) hereof involves an underwritten offering, the Company
      shall have the right to select an investment banker and manager to administer
      the offering, which investment banker or manager shall be reasonably
      satisfactory to the Investor.

     

    3.              Company
      Obligations.
      The
      Company will use its best efforts to effect the registration
      of the Registrable Securities in accordance with the terms hereof, and pursuant
      thereto
      the Company will, as expeditiously as possible:

     

    (a) use
      its
      best efforts to cause such Registration Statement to become effective
      and to remain continuously effective for a period (the "Registration Period")
      that will terminate upon the earlier of the date on which all Registrable
      Securities, covered by such Registration Statement, as amended from time to
      time
      (i) have been sold or (ii) become available for resale without registration
      or
      limitation pursuant to Rule 144(k) of the 1933 Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b) prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement and the Prospectus as may be necessary to keep the
      Registration Statement effective for the period specified in Section 3(a) and
      to
      comply with the provisions of the 1933 Act and the 1934 Act with respect to
      the
      distribution of all Registrable Securities;
      provided that, at least five (5) business days prior to the filing of a
      Registration Statement
      or Prospectus, or any amendments or supplements thereto, the Company will
      furnish to
      counsel to the Investor copies of all documents proposed to be
      filed;

    


    (c) permit
      counsel designated by the Investor to review each Registration Statement
      and all amendments and supplements thereto no fewer than five (5) business
      days
prior
      to
      their filing with the SEC, and reimburse Investor for the documented cost of
      such review, not to exceed $2,000.00;

    


    (d) furnish
      to the Investor and its legal counsel (i) promptly after the same is prepared
      and publicly distributed, filed with the SEC, or received by the Company, one
      copy of any
      Registration Statement and any amendment thereto, each preliminary prospectus
      and Prospectus
      and each amendment or supplement thereto, and each letter written by or on
      behalf of the Company to the SEC or the staff of the SEC, and each item of
      correspondence from the SEC or
      the
      staff of the SEC, in each case relating to such Registration Statement (other
      than any portion
      of any thereof which contains information for which the Company has sought
      confidential
      treatment, and provided that such items shall be redacted prior to delivering
      to
      the Investor and its counsel to the extent necessary to avoid disclosure of
      material non-public information concerning the Company), and (ii) such number
      of
      copies of a Prospectus, including a
      preliminary prospectus, and all amendments and supplements thereto and such
      other documents
      as such Investor may reasonably request in order to facilitate the disposition
      of the Registrable Securities owned by such Investor;

     

    (e) in
      the
      event the Company selects an underwriter for the offering, the Company
      shall enter into and perform its reasonable obligations under an underwriting
      agreement,
      in usual and customary form, including, without limitation, customary
indemnification
      and contribution obligations, with the underwriter of such
      offering;

     

    (f) if
      required by the underwriter, at the request of the Investor, the Company
shall
      furnish, on the date that Registrable Securities, as applicable, are delivered
      to an underwriter,
      if any, for sale in connection with the Registration Statement (i) an opinion,
      dated as of
      such
      date, from counsel representing the Company for purposes of such Registration
      Statement,
      in form, scope and substance as is customarily given in an underwritten public
      offering,
      addressed to the underwriter and the Investor and (ii) a letter, dated such
      date, from the Company's
      independent certified public accountants in form and substance as is customarily
      given
      by
      independent certified public accountants to underwriters in an underwritten
      public offering, addressed to the underwriter and the Investor;

     

    (g) make
      reasonable effort to prevent the issuance of any stop order or other
suspension
      of effectiveness and, if such order is issued, obtain the withdrawal of any
      such
      order at
      the
      earliest possible moment;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    


    (h) prior
      to
      any public offering of Registrable Securities, use its reasonable best
      efforts to register or qualify or cooperate with the Investor and its counsel
      in
      connection with
      the
      registration or qualification of such Registrable Securities for offer and
      sale
      under the securities
      or blue sky laws of such jurisdictions as the Investor reasonably requests
      in
      writing and do
      any
      and all other reasonable acts or things necessary or advisable to enable the
      distribution in such jurisdictions of the Registrable Securities covered by
      the
      Registration Statement, provided that
      the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify
      to do business or to file a general consent to service of process in any such
      states or jurisdictions, or to become subject to any tax in any such state
      or
      jurisdiction where it is not otherwise subject; 

     

    (i) cause
      all
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange, interdealer quotation system or other market on which
      similar securities issued by the Company are then quoted or listed;

     

    (j) immediately
      notify the Investor, at any time when a Prospectus relating to the
      Registrable Securities is required to be delivered under the Securities Act,
      upon discovery that,
      or
      upon the happening of any event as a result of which, the Prospectus included
      in
      such Registration Statement, as then in effect, includes an untrue statement
      of
      a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing, and at the request
      of any such holder,
      promptly prepare and furnish to such holder a reasonable number of copies of
      a
supplement
      to or an amendment of such Prospectus as may be necessary so that, as thereafter
      delivered to the purchaser of such Registrable Securities, such Prospectus
      shall
      not include an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing; and

    (k) otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      SEC under the 1933 Act and the 1934 Act, take such other actions as may be
      reasonably
      necessary to facilitate the registration of the Registrable Securities
      hereunder; and make
      available to its security holders, as soon as reasonably practicable, but not
      later than the Availability Date (as defined below), an earnings statement
      covering a period of at least twelve months,
      beginning after the effective date of each Registration Statement, which
      earnings statement
      shall satisfy the provisions of Section 11(a) of the 1933 Act (for the purpose
      of this subsection 3(1), "Availability Date" means the 45th day following the
      end of the fourth fiscal quarter that includes the effective date of such
      Registration Statement, except that, if such fourth fiscal quarter is the last
      quarter of the Company's fiscal year, "Availability Date" means the 90th day
      after the end of such fourth fiscal quarter).

     

    4.            
      Obligations
      of the Investor.

     

    (a)
      It
      shall be a condition precedent to the obligations of the Company to complete
      the registration pursuant to this Agreement with respect to the Registrable
      Securities, that the Investor shall furnish in writing to the Company such
      information regarding itself, the Registrable
      Securities held by it and the intended method of disposition of the Registrable
      Securities
      held by it, as shall be reasonably required to effect the registration of such
      Registrable Securities,
      and shall execute such documents in connection with such registration as the
      Company
      may reasonably request. At least ten (10) business days prior to the first
      anticipated filing
      date of any Registration Statement, the Company shall notify the Investor of
      the
information
      the Company requires from the Investor if the Investor elects to have any of
      the
      Registrable Securities included in the Registration Statement. The Investor
      shall provide such information to the Company at least five (5) business days
      prior to the first anticipated filing date of such Registration Statement if
      the
      Investor elects to have any of the Registrable Securities included in the
      Registration Statement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b) The
      Investor, by its acceptance of the Registrable Securities, agrees to cooperate
      with the Company as reasonably requested by the Company in connection with
      the
preparation
      and filing of a Registration Statement hereunder, unless such Investor has
      notified the
      Company in writing of its election to exclude all of its Registrable Securities
      from the Registration Statement, in which case the Investor shall be deemed
      to
      have waived its rights to have Registrable Securities registered under this
      Agreement.

     

    (c) The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event rendering a Registration Statement no longer effective,
      the Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities,
      until the Investor's receipt of the copies of the supplemented or amended
      prospectus filed with the SEC and, if required, declared effective and, if
      so
      directed by the Company, the Investor shall deliver to the Company (at the
      expense of the Company) or destroy (and deliver to the Company a certificate
      of
      destruction) all copies in the Investor's possession of the prospectus covering
      the Registrable Securities, current at the time of receipt of such
      notice.

     

    5.            
      Indemnification.

     

    (a)
      Indemnification
      by Company.
      The
      Company agrees to indemnify and hold
      harmless, to the fullest extent permitted by law the Investor, its officers,
      directors, stockholders and employees and each person who controls such Investor
      (within the meaning of the 1933 Act) against all losses, claims, damages,
      liabilities, costs (including, without limitation, reasonable
      attorney's fees) and expenses imposed on such person caused by (i) any untrue
      or
alleged
      untrue statement of a material fact contained in any Registration Statement,
      Prospectus or any
      preliminary prospectus or any amendment or supplement thereto or any omission
      or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, except insofar
      as
      the same are based upon any information furnished
      in writing to the Company by such Investor, expressly for use therein, or (ii)
      any violation
      by the Company of any federal, state or common law, rule or regulation
      applicable to the
      Company in connection with any Registration Statement, Prospectus or any
      preliminary prospectus, or any amendment or supplement thereto, and shall
      reimburse in accordance with subparagraph (c) below, each of the foregoing
      persons for any legal and any other expenses reasonably
      incurred in connection with investigating or defending any such claims. The
      foregoing
      is subject to the condition that, insofar as the foregoing indemnities relate
      to
      any untrue
      statement, alleged untrue statement, omission or alleged omission made in any
      preliminary
      prospectus or Prospectus that is eliminated or remedied in any Prospectus or
      amendment
      or supplement thereto, the above indemnity obligations of the Company shall
      not
inure
      to
      the benefit of any indemnified party if a copy of such corrected Prospectus
      or
amendment
      or supplement thereto had been made available to such indemnified party and
      was
not
      sent
      or given by such indemnified party at or prior to the time such action was
      required of such
      indemnified party by the 1933 Act and if delivery of such Prospectus or
      amendment or supplement thereto would have eliminated (or been a sufficient
      defense to) any liability of such indemnified party with respect to such
      statement or omission. Indemnity under this Section 5(a) shall remain in full
      force and effect regardless of any investigation made by or on behalf of any
      indemnified party and shall survive the permitted transfer of the Registrable
      Securities.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b) Indemnification
      by Holder.
      In
      connection with any registration pursuant to
      the
      terms of this Agreement, the Investor will furnish to the Company in writing
      such information
      as the Company reasonably requests concerning the holders of Registrable
      Securities or
      the
      proposed manner of distribution for use in connection with any Registration
      Statement or Prospectus and agrees to indemnify and hold harmless, to the
      fullest extent permitted by law, the Company, its directors, officers,
      employees, stockholders and each person who controls the Company
      (within the meaning of the 1933 Act) against any losses, claims, damages,
      liabilities and
      expense (including reasonable attorney's fees) resulting from any untrue
      statement of a material
      fact or any omission of a material fact required to be stated in the
      Registration Statement or
      Prospectus or preliminary prospectus or amendment or supplement thereto or
      necessary to make
      the
      statements therein not misleading, to the extent, but only to the extent that
      such untrue statement
      or omission is contained in any information furnished in writing by such
      Investor to the
      Company specifically for inclusion in such Registration Statement or Prospectus
      or amendment
      or supplement thereto. In no event shall the liability of an Investor be greater
      in amount
      than the dollar amount of the proceeds (net of all expense paid by such Investor
      and the amount of any damages such holder has otherwise been required to pay
      by
      reason of such untrue statement or omission) received by such Investor upon
      the
      sale of the Registrable Securities included in the Registration Statement giving
      rise to such indemnification obligation.

    


    (c) Conduct
      of Indemnification Proceedings.
      Any
      person entitled to indemnification
      hereunder shall (i) give prompt notice to the indemnifying party of any claim
      with
      respect to which it seeks indemnification and (ii) permit such indemnifying
      party to assume the
      defense of such claim with counsel reasonably satisfactory to the indemnified
      party; provided that
      any
      person entitled to indemnification hereunder shall have the right to employ
      separate counsel
      and to participate in the defense of such claim, but the fees and expenses
      of
      such counsel shall be at the expense of such person unless (a) the indemnifying
      party has agreed to pay such fees or expenses, or (b) the indemnifying party
      shall have failed to assume the defense of such claim and employ counsel
      reasonably satisfactory to such person or (c) in the reasonable judgment
      of any such person, based upon written advice of its counsel, a conflict of
      interest exists
      between such person and the indemnifying party with respect to such claims
      (in
      which case,
      if
      the person notifies the indemnifying party in writing that such person elects
      to
      employ separate counsel at the expense of the indemnifying party, the
      indemnifying party shall not have the
      right
      to assume the defense of such claim on behalf of such person); and provided,
      further, that
      the
      failure of any indemnified party to give notice as provided herein shall not
      relieve the indemnifying
      party of its obligations hereunder, except to the extent that such failure
      to
      give notice
      shall materially adversely affect the indemnifying party in the defense of
      any
      such claim or
      litigation. It is understood that the indemnifying party shall not, in
      connection with any proceeding
      in the same jurisdiction, be liable for fees or expenses of more than one
      separate firm of
      attorneys at any time for all such indemnified parties. No indemnifying party
      will, except with
      the
      consent of the indemnified party, consent to entry of any judgment or enter
      into
      any settlement that does not include as an unconditional term thereof the giving
      by the claimant or plaintiff
      to such indemnified party of a release from all liability in respect of such
      claim or litigation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (d)
      Contribution.
      If for
      any reason the indemnification provided for in the preceding paragraphs (a)
      and
      (b) is unavailable to an indemnified party or insufficient to hold it
harmless,
      other than as expressly specified therein, then the indemnifying party shall
      contribute to
      the
      amount paid or payable by the indemnified party as a result of such loss, claim,
      damage or liability in such proportion as is appropriate to reflect the relative
      fault of the indemnified party and
      the
      indemnifying party, as well as any other relevant equitable considerations.
      No
      person guilty
      of
      fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
      Act
      shall be entitled to contribution from any person not guilty of such fraudulent
      misrepresentation. In no event shall the contribution obligation of a holder
      of
      Registrable Securities be greater in amount than the dollar amount of the
      proceeds (net of all expenses paid by such holder and the amount of any damages
      such holder has otherwise been required to pay by reason of such untrue or
      alleged untrue
      statement or omission or alleged omission) received by it upon the sale of
      all
      the Registrable
      Securities sold by such indemnified party which were covered by the relevant
      Registration Statement or Prospectus contained therein.

     

    6. Miscellaneous.

     

     

    (a)
      Amendments
      and Waivers.
      This
      Agreement may be amended only by a writing
      signed by the parties hereto. The Company may take any action herein prohibited,
      or omit
      to
      perform any act herein required to be performed by it, only if the Company
      shall
      have obtained the written consent to such amendment, action or omission to
      act,
      of the Investor.

     

    (b)
      Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made as set forth in the Purchase Agreement.

     

    (c)
      Assignments
      and Transfers by Investor.
      This
      Agreement and all the rights and
      obligations of the Investor hereunder may not be assigned or transferred to
      any
      transferee or assignee except to a holder of any Note or Registrable Securities
      which is a permitted assignee pursuant to the assignment provisions of such
      instruments. 

    


    (d)
      Assignments
      and Transfers by the Company.
      This
      Agreement may not be assigned by the Company without the prior written consent
      of Investor, except that without the prior written consent of the Investor,
      but
      after notice duly given, the Company shall assign its rights and delegate its
      duties hereunder to any successor-in-interest corporation, and such successor-in-interest
      shall assume such rights and duties, in the event of a merger or consolidation
      of the Company with or into another corporation or the sale of all or
      substantially all
      of
      the Company's assets.

     

    (e) Benefits
      of the Agreement.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective permitted successors and assigns of
      the
      parties. Nothing in this Agreement, express or implied, is intended to confer
      upon any party
      other than the parties hereto or their respective successors and assigns any
      rights, remedies, obligations, or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.

     

    (f) Counterparts.
      This
      Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one
      and
      the same instrument.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used
      for
      convenience only and are not to be considered in construing or interpreting
      this
Agreement.

     

    (h) Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and
the
      balance of this Agreement shall be interpreted as if such provision were so
      excluded and shall be
      enforceable in accordance with its terms to the fullest extent permitted by
      law.

     

    (i) Further
      Assurances.
      The
      parties shall execute and deliver all such further instruments
      and documents and take all such other actions as may reasonably be required
      to
carry
      out
      the transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.

     

    (j) Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement
      and understanding of the parties hereto in respect of the subject matter
      contained herein.
      This Agreement supersedes all prior agreements and understandings between the
      parties with respect to such subject matter.

     

    (k) Applicable
      Law.
      This
      Agreement shall be governed by, and construed in accordance
      with, the laws of the State of New York without regard to principles of
      conflicts of law.

     

    (l) No
      Jury Trial.
      The
      Company and, by acceptance of the benefits hereof, the Purchaser, knowingly
      and
      voluntarily waive any and all rights they may have to a trial by jury with
      respect to any litigation based on, or arising out of, under, or in connection
      with, this Registration Rights Agreement and for any counterclaim
      therein.

    


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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date
      first written above.

     

    
      	 	 	 
	
              The
                Company:

            	NEXMED, INC.
	 
 	 
 	
 
	 	By:  	/s/ Mark Westgate
	 	
              
Mark
              Westgate
	 	Vice President and Chief Financial
              Officer


    

    


    
      	 	 	 
	
              The
                Investor:

            	TWIN RIVERS ASSOCIATES
              LLC
	 
 	 
 	 
 
	 	By:  	/s/ Charles Duck Jr.
	 	
              
Charles
              Duck Jr.
	 	Managing Member