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                                                                     Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT

                               Dated March 2, 2004

                                     between

                                MGI PHARMA, INC.

                                       and

                               Merrill Lynch & Co.

                      Merrill Lynch, Pierce, Fenner & Smith
                                  Incorporated

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                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made and entered
into this 2nd day of March, 2004, among MGI PHARMA, INC., a Minnesota
corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in
Schedule I hereto (collectively, the "Initial Purchasers") for whom Merrill
Lynch is acting as representative, pursuant to the Purchase Agreement, dated
February 25, 2004, between the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $348,000,000 aggregate principal amount at maturity of the
Company's Senior Subordinated Convertible Notes due 2024 (the "Notes") (which
includes $47,000,000 aggregate principal amount at maturity of Notes which were
purchased pursuant to the Initial Purchasers' option to purchase as set forth in
Section 2(b) of the Purchase Agreement). In order to induce the Initial
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the Initial Purchasers' obligations thereunder, the Company has
agreed to provide the registration rights provided for in this Agreement,
pursuant to Section 5 of the Purchase Agreement. In consideration of the
foregoing, the parties hereto agree, for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Registrable
Securities (as defined herein) (each of the foregoing, a "Holder" and
collectively, the "Holders"), as follows:

     1. Definitions.
        -----------

     Capitalized terms used and not defined in this Agreement shall have the
meaning given to them in the Indenture. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

     "1933 Act" shall mean the Securities Act of 1933, as amended from time to
time, and the rules and regulations of the SEC promulgated thereunder.

     "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations of the SEC promulgated thereunder.

     "Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

     "Common Stock" shall mean any shares of the common stock of the Company,
$0.01 par value, and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock (as
defined in the Indenture).

     "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors.

     "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that any such depositary
must have an address in The Borough of Manhattan, The City of New York.

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     "Effectiveness Period" shall have the meaning set forth in Section 2.1(a)
hereof.

     "Effectiveness Target Date" shall mean the one hundred eightieth (180th)
day after the Closing Date.

     "Event Date" shall have the meaning set forth in Section 2.4 hereof.

     "Filing Date" shall mean the ninetieth (90th) day after the Closing Date.

     "Filing Default" shall have the meaning set forth in Section 2.4 hereof.

     "Holder" or "Holders" shall have the meaning specified in the preamble to
this Agreement.

     "Indenture" shall mean the Indenture relating to the Notes, dated as of
March 2, 2004, between the Company and Wells Fargo Bank, National Association,
as trustee, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms thereof.

     "Initial Purchasers" shall have the meaning set forth in the preamble to
this Agreement.

     "Liquidated Damages" shall have the meaning set forth in Section 2.4
hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount at maturity of Registrable Securities outstanding; provided,
that whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or any of its affiliates (as such term is defined in Rule 405 under the
1933 Act) shall be disregarded in determining whether such consent or approval
was given by the Holders of such required percentage.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "Notes" shall have the meaning set forth in the preamble to this Agreement.

     "Offering Memorandum" means that certain final Offering Memorandum of the
Company, dated February 25, 2004, relating to the sale of the Notes.

     "Person" shall mean an individual, partnership, corporation, limited
liability company, joint venture, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

     "Prospectus" shall mean the prospectus included in any Registration
Statement, including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 415 of the 1933 Act, and any such prospectus 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 all other

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amendments and supplements to any such prospectus, including post-effective
amendments, and in each case including all material incorporated or deemed to be
incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble to
this Agreement.

     "Questionnaire" shall have the meaning set forth in Section 2.1(d) hereof.

     "Registrable Securities" shall mean the Notes and the shares of Common
Stock into which the Notes are convertible, upon original issuance thereof, and
at all times subsequent thereto; provided, however, that any Securities shall
cease to be Registrable Securities when (i) a Registration Statement with
respect to such Securities shall have been declared effective under the 1933 Act
and such Securities shall have been disposed of pursuant to such Registration
Statement, (ii) such Securities shall have been sold to the public pursuant to
Rule 144 (or any similar provision then in force, but not Rule 144A) under the
1933 Act, (iii) such Securities may be sold or transferred by a person who is
not an affiliate (as such term is defined in Rule 144(a)(1) under the 1933 Act)
of the Company pursuant to Rule 144 without any volume restrictions thereunder
or (iv) such Securities shall have ceased to be outstanding.

     "Registration Default" shall have the meaning set forth in Section 2.4
hereof.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or NASD registration and filing
fees, including, if applicable, the fees and expenses of any "qualified
independent underwriters" (and its counsel) that is required to be retained by
any holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses incurred in connection with
compliance with state or other securities or blue sky laws and compliance with
the rules of the NASD (including reasonable fees and disbursements of counsel
for any underwriters or Holders in connection with qualification of any
Registrable Securities under state or other securities or blue sky laws and any
filing with and review by the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements, certificates
representing the Securities and other documents relating to the performance of
and compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges or on any quotation system, (v) all rating
agency fees, (vi) all fees and disbursements relating to the qualification of
the Indenture under applicable securities laws, (vii) the fees and disbursements
of counsel for the Company and the fees and expenses of independent public
accountants for the Company or for any other Person, business or assets whose
financial statements are included in any Registration Statement or Prospectus,
including, in the event of an underwritten offering of Registrable Securities,
the expenses for up to a total of 3 requests for special audits or "cold
comfort" letters required by or incident to such performance and compliance,
(viii) the fees and expenses of the Trustee, any registrar, any depositary, any
paying agent, any escrow agent, any transfer agent or any custodian, in each
case including their respective counsel, (ix) the reasonable fees and expenses
of the Holders in connection with the Shelf Registration, including the
reasonable fees and expenses of one counsel to the Holders of Registrable
Securities,

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designated by the Initial Purchasers and (x) any fees and disbursements of the
underwriters customarily paid by issuers or sellers of securities and the fees
and expenses of any special experts retained by the Company in connection with
any Registration Statement, but excluding underwriting discounts and commissions
and any transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

     "Registration Statement" shall mean any registration statement of the
Company pursuant to the provisions of Section 2 of this Agreement that covers
any of the Registrable Securities held by Holders that have provided the
information required pursuant to the terms of Section 2.1(d) hereof and that is
on an appropriate form under Rule 415 under the 1933 Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein,
including each Subsequent Registration Statement from the time such Subsequent
Registration Statement is filed pursuant to Section 2.1(a) hereof.

     "Rule 144" shall mean Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.

     "SEC" shall mean the United States Securities and Exchange Commission or
any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.

     "Securities" shall mean the Notes and the shares of Common Stock into which
the Notes are convertible, upon original issuance thereof, and at all times
subsequent thereto.

     "Shelf Registration" shall have the meaning set forth in Section 2.1(a)
hereof.

     "TIA" shall mean the Trust Indenture Act of 1939, as amended from time to
time, and the rules and regulations of the SEC promulgated thereunder.

     "Trustee" shall mean the trustee with respect to the Notes under the
Indenture.

     "Underwriters" or "underwriters" shall have the meaning set forth in
Section 4(a) hereof.

     For purposes of this Agreement, (i) all references in this Agreement to any
Registration Statement or Prospectus or any amendment or supplement to any of
the foregoing shall be deemed to include the copy filed with the SEC pursuant to
its Electronic Data Gathering, Analysis and Retrieval system; (ii) all
references in this Agreement to financial statements and schedules and other
information which is "contained", "included" or "stated" in any Registration
Statement or Prospectus (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other
information which is incorporated or deemed to be incorporated by reference in
such Registration Statement or Prospectus, as the case may be; and (iii) all
references in this Agreement to amendments or supplements to any Registration
Statement or

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Prospectus shall be deemed to mean and include the filing of any document under
the 1934 Act which is incorporated or deemed to be incorporated by reference in
such Registration Statement or Prospectus, as the case may be.

     2. Registration Under the 1933 Act.
        -------------------------------

          2.1 Shelf Registration.

               (a) As promptly as practicable, but no later than the Filing
Date, the Company shall file with the SEC, a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 under the 1933
Act registering the resales of all of the Registrable Securities held by Holders
that have provided the information pursuant to Section 2.1(d) hereof (the "Shelf
Registration"). The Shelf Registration shall be on Form S-3 under the 1933 Act
or another appropriate form permitting registration of such Registrable
Securities for resale by the Holders in the manner or manners reasonably
designated by them (including, without limitation, one or more underwritten
offerings). The Company shall use its reasonable best efforts to cause the
Registration Statement to be declared effective by the SEC as promptly as
practicable, but no later than the Effectiveness Target Date; and (subject to
Section 2.3(b) below) to keep the Registration Statement continuously effective,
supplemented and amended, as required in order to permit the Prospectus forming
a part thereof to be useable by the Holders until the earliest of (i) the
expiration of the holding period applicable to the Registrable Securities held
by persons that are not affiliates (as such term is defined in Rule 405 under
the 1933 Act) of the Company under Rule 144(k) under the 1933 Act or any
successor provision (assuming that such Registrable Securities have been held
since the date of original issuance, by Holders that are not affiliates of the
Company), (ii) the date when the Holders are able to sell all of their
Registrable Securities immediately without restriction pursuant to the volume
limitation provisions of Rule 144 or otherwise, or (iii) all of the Registrable
Securities covered by the Registration Statement have been sold pursuant to the
Registration Statement (the "Effectiveness Period").

               (b) Notwithstanding any other provisions hereof, the Company
shall use its reasonable best efforts to ensure that (i) any Registration
Statement and any amendment thereto and any Prospectus forming a part thereof
and any supplements thereto complies in all material respects with the 1933 Act,
(ii) any Registration Statement and any amendment thereto does not, when it
becomes effective, contain 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 and (iii) any Prospectus forming a part of any
Registration Statement and any amendment or supplement to such Prospectus does
not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

               (c) The Company shall not permit any securities other than
Registrable Securities to be included in the Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Registration Statement,
as required by Section 3(b) below.

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               (d) Notwithstanding any other provision hereof, no Holder of
Registrable Securities may include any of its Registrable Securities in the
Registration Statement pursuant to this Agreement unless the Holder furnishes to
the Company a completed questionnaire in the form attached as Annex A to the
Offering Memorandum and such other information in writing as the Company may
reasonably request in writing for use in connection with the Registration
Statement or Prospectus included therein (the "Questionnaire") and in any
application to be filed with or under state securities laws. A Holder may not
have its Registrable Securities included in the Registration Statement and may
not use the Prospectus included therein for offers and resales of Restricted
Securities unless such Holder is named therein. In order to be named as a
selling securityholder in the Prospectus at the time of effectiveness of the
Registration Statement, each Holder must, before the effectiveness of the
Registration Statement and no later than the 20th day after receipt of the
notice by such Holder from the Company of the initial filing of the Registration
Statement (or the filing of the first amendment to the Registration Statement in
the event the Company promptly files the Registration Statement following the
date of this Agreement) (which notice shall include the Questionnaire and any
other reasonable information requested by the Company for use in connection with
the Registration Statement), furnish the completed Questionnaire and such other
information, if any, to the Company in writing and the Company will include the
information from the completed Questionnaire and such other information, if any,
in the Registration Statement and the Prospectus in a manner so that upon
effectiveness of the Registration Statement the Holder will be permitted to
deliver the Prospectus to purchasers of the Holder's Securities. From and after
the date that the Registration Statement is first declared effective, upon
receipt of a completed Questionnaire and such other information, if any, the
Company will use its reasonable best efforts to file any amendments or
supplements to the Registration Statement necessary for a Holder to be named as
a selling securityholder in the Prospectus contained therein to permit such
Holder to deliver the Prospectus to purchasers of the Holder's Securities
(subject to the Company's right to suspend the Registration Statement as
described in Section 2.3(b) below) within 15 business days of receipt; provided
that the Company will not be required to amend the Registration Statement
pursuant to this Section 2.1(d) more than once during any 90-day period. Holders
that do not deliver a completed written Questionnaire and such other
information, as provided for in this Section 2.1(d), will not be named as
selling securityholders in the Prospectus. Each Holder named as a selling
securityholder in the Prospectus agrees, as a condition to such Holder's use of
the Registration Statement and the Prospectus, to furnish in a timely manner to
the Company all information required to be disclosed in order to make
information previously furnished to the Company by the Holder not misleading and
any other information regarding such Holder and the distribution of such
Holder's Registrable Securities as the Company may from time to time reasonably
request in writing. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such disposition contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such
disposition omit to state any material fact relating to or provided by such
Holder or its plan of distribution necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading.

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          2.2 Expenses. The Company shall pay all Registration Expenses in
connection with the Shelf Registration and any Registration Statement. Each
Holder shall pay all fees and disbursements of its counsel (other than as set
forth in the definition of Registration Expenses) and all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder's Registrable Securities pursuant to the Registration Statement.

          2.3 Effectiveness.

               (a)  The Registration Statement shall not be deemed to have
become effective unless it has been declared effective by the SEC; provided,
however, that if, after it has been declared effective, the offering of
Registrable Securities pursuant to the Registration Statement is interfered with
by any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement shall be deemed
not to have been effective during the period of such interference, until the
offering of Registrable Securities pursuant to such Registration Statement may
legally resume.

               (b)  The Company may suspend the use of the Registration
Statement and any Prospectus related to the Registration Statement for a period
not to exceed 45 days in any consecutive three-month period and not to exceed an
aggregate of 120 days in any consecutive twelve-month period if the Board of
Directors of the Company shall have determined in good faith that because of
valid business reasons including, without limitation, the acquisition or
divestiture of assets, pending corporate developments, public filings with the
Commission and similar event (but not including avoidance of the Company's
obligations hereunder), it is in the interest of the Company to suspend such use
and, prior to suspending such use the Company provides the Holders with written
notice of such suspension, which notice need not specify the nature of the event
giving rise to such suspension.

          2.4 Liquidated Damages. No Holder of Registrable Securities shall be
entitled to Liquidated Damages pursuant to this Section 2.4 unless such Holder
timely furnished to the Company a completed Questionnaire. The Company and the
Initial Purchasers agree that the Holders of Registrable Securities will suffer
damages if the Company fails to fulfill its obligations under Section 2.1 hereof
and further agree that the Liquidated Damages provided for in this Section 2.4
constitute a reasonable estimate of the damages that may be incurred by Holders
of Registrable Securities by reason of a Registration Default. Therefore, the
Company and the Initial Purchasers agree that the sole remedy for a violation of
the terms of this Agreement with respect to which Liquidated Damages are
expressly provided for (including any non-compliance with a covenant that
results, directly or indirectly, in a Registration Default) shall be such
Liquidated Damages. Accordingly, the Company agrees to pay liquidated damages on
the Registrable Securities to the Holders that furnish to the Company a
completed Questionnaire in accordance with Section 2.1(d) ("Liquidated Damages")
under the circumstances and to the extent as set forth below. In the event that
(a) the Registration Statement has not been filed with the SEC on or prior to
the Filing Date, (b) the Registration Statement is not declared effective by the
SEC on or prior to the Effectiveness Target Date, (c) the Registration Statement
has been declared effective by the SEC and such Registration Statement ceases to
be effective or usable at any time during the Effectiveness Period

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for any reason (other than as specified in Section 2.3(b)) without being
succeeded within five business days by a post-effective amendment to such
Registration Statement, a supplement to the Prospectus or a report filed with
the SEC pursuant to the 1934 Act that cures such failure or (d) the Company
suspends the use of the Registration Statement and any Prospectus related to the
Registration Statement for a period exceeding forty-five (45) days in any
consecutive three-month period or exceeding an aggregate of one hundred twenty
(120) days in any consecutive twelve-month period (each such event referred to
in clauses (a) through (d) above, a "Registration Default"), then the interest
rate borne by the Notes shall be increased as Liquidated Damages (x) by
one-quarter of one percent (0.25%) per annum from the day following the day of
the occurrence of such Registration Default up to and including the ninetieth
(90th) day following such Registration Default and (y) by one half of one
percent (0.50%) from and after the ninety-first (91st) day following the
occurrence of such Registration Default, provided that the aggregate increase in
such interest rate will in no event exceed one half of one percent (0.50%) per
annum. Upon the cure of such Registration Default, the accrual of Liquidated
Damages will cease and the interest rate will revert to the original rate so
long as no other Registration Default shall have occurred and shall be
continuing at such time; provided, however, that, if after any such reduction in
interest rate, one or more Registration Defaults shall again occur, the interest
rate shall again be increased pursuant to the foregoing provisions. A
Registration Default under clause (a) above shall be cured on the date that the
Shelf Registration is filed with the SEC; a Registration Default under clause
(b) above shall be cured on the date that the Shelf Registration is declared
effective by the SEC; a Registration Default under clause (c) above shall be
cured on the date an amended Shelf Registration is declared effective or the
Company otherwise declares the Registration Statement and the Prospectus
useable; and a Registration Default under clause (d) above shall be cured on the
date the Prospectus is declared useable by the Company. In the event of a
Registration Default, the Company shall pay Liquidated Damages (x) to Holders of
Notes that are Registrable Securities based on the principal amount at maturity
of Notes held by such Holders and (y) to Holders who have converted any of their
Notes into Common Stock, only in respect of the Notes then held by the Holder in
accordance with (x). A Holder that has converted all of such Holder's Notes into
Common Stock shall not be entitled to receive any Liquidated Damages.

          The Company shall notify the Trustee in writing within three business
days after each and every date on which a Registration Default occurs (an "Event
Date"). Liquidated Damages shall be paid by the Company to the Holders of Notes
by depositing with the Trustee, in trust, for the benefit of the Holders of
Notes, on or before the Interest Payment Date next following the date of such
Registration Default, immediately available funds in sums sufficient to pay the
Liquidated Damages then due. Such Liquidated Damages due shall be payable on
each such Interest Payment Date to the record Holder of Notes entitled to
receive the interest payment to be paid on such Interest Payment Date as set
forth in the Indenture. Liquidated Damages in respect of Notes that are
converted into Common Stock in the period between the Event Date and the Payment
Date shall be payable by the Company to the Holders of Common Stock issued upon
conversion of such Notes concurrently with the payment of Liquidated Damages to
the Holders of Notes. Liquidated Damages shall accrue from and including the day
following the applicable Event Date to but excluding the earliest to occur of
(1) the date the relevant Registration Default is cured, (2) the

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expiration of the Effectiveness Period or (3) the date on which the relevant
Notes either (i) cease to be Registrable Securities or (ii) are converted into
Common Stock.

          In addition, from and after the date that the Registration Statement
is first declared effective, if the Company fails to file any amendment or
supplement to the Registration Statement or Prospectus to name any Holder as a
selling securityholder in the Prospectus in the manner and within the time
periods specified in Section 2.1(d) (in each case, a "Filing Default"), the
Company shall pay Liquidated Damages with respect to such Filing Default to such
Holder in the manner and in such amounts as contemplated in the first and second
paragraphs of this Section 2.4, unless the Company is already required under
this Section 2.4 to pay Liquidated Damages with respect to a Registration
Default occurring during the same period. Any Liquidated Damages payable with
respect to a Filing Default shall accrue from and including the day after the
last day of the applicable time period specified in Section 2.1(d) to but
excluding the earliest to occur of (1) the date such Filing Default is cured,
(2) the expiration of the Effectiveness Period or (3) the date on which the
relevant Notes either (i) cease to be Registrable Securities or (ii) are
converted into Common Stock.

     3. Registration Procedures.
        -----------------------

          In connection with the obligations of the Company with respect to the
Shelf Registration and the Registration Statement pursuant to Section 2 hereof,
the Company shall:

               (a) prepare and file with the SEC a Registration Statement within
the period specified in Section 2, on the appropriate form under the 1933 Act,
which form (i) shall be selected by the Company and (ii) shall be available for
the sale of the Registrable Securities by the selling Holders thereof, and such
Registration Statement shall comply as to form in all material respects with the
applicable requirements of the 1933 Act and shall include or incorporate by
reference all financial statements required by the SEC to be filed therewith or
incorporated by reference therein, and use its reasonable best efforts to cause
such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

               (b) prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary
under applicable law to keep such Registration Statement effective for the
Effectiveness Period (subject to Section 2.3(b)); cause each Prospectus to be
supplemented as required and, as so supplemented, to be filed pursuant to Rule
424 (or any similar provision then in force) under the 1933 Act; and comply
during the Effectiveness Period with the provisions of the 1933 Act and the 1934
Act required to enable the disposition by selling Holders of all Registrable
Securities covered by the Registration Statement in accordance with the intended
method or methods of distribution by such selling Holders;

               (c) (i) notify each Holder of Registrable Securities, as promptly
as practicable, but in any event no less than five business days after filing,
that a Registration Statement with respect to the Registrable Securities has
been filed (which notice shall include the Questionnaire and any other
reasonable information requests referenced in Section 2.1(d)) and advising such
Holders of the method or methods of distribution to be described in such
Registration Statement (which shall include the methods of distribution
typically described in the "Plan of Distribution" or

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"Underwriting" sections of resale shelf registration statements filed by other
issuers in similar transactions); (ii) upon prior request, furnish to each
Holder of Registrable Securities, to counsel for the Holders, and to each
underwriter of an underwritten offering of Registrable Securities, if any,
without charge, as many copies of the Prospectus included therein, including
each preliminary Prospectus (in the event of an underwritten offering), and any
amendment or supplement thereto as such Holder, counsel or underwriter shall
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities; and (iii) subject to Section 2.3(b) and to any
notice by the Company in accordance with Section 3(h) of the existence of any
fact of the kind described in Sections 3(e)(iii), 3(e)(v) and 3(e)(vi) hereof,
the Company hereby consents to the use of the Prospectus, including each
preliminary Prospectus (in the event of an underwritten offering), that is
contained in a Registration Statement declared effective by the SEC, or any
amendment or supplement thereto by each of the Holders and underwriters of
Registrable Securities in connection with the offering and sale of the
Registrable Securities covered by any Prospectus that is contained in a
Registration Statement declared effective by the SEC or any amendment or
supplement thereto;

               (d) use its reasonable best efforts to register or qualify (or
establish an exemption from such registration or qualification for) the
Registrable Securities for offer and sale under all applicable state securities
or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten
offering of Registrable Securities shall reasonably request, to cooperate with
the Holders and the underwriters of any Registrable Securities in connection
with any filings required to be made with the NASD, to keep each such
registration or qualification effective during the period necessary for such
offer and sale, and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder and underwriter to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, that the Company shall not be required to (i)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d) or (ii) take any action which would subject it to general service
of process or taxation in any such jurisdiction if it is not then so subject;

               (e) notify each Holder of Registrable Securities as promptly as
reasonably practicable and, if requested by such Holder, confirm such advice in
writing as promptly as reasonably practicable (i) when a Registration Statement
has become effective and when any post-effective amendments and supplements
thereto become effective, (ii) of any request by the SEC or any state securities
authority for post-effective amendments or supplements to a Registration
Statement or Prospectus or for additional information after a Registration
Statement has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) if between the effective date of a Registration Statement and the closing
of any sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to such offering
cease to be true and correct in all material respects, (v) of the happening of
any event or the discovery of any facts during the period a Registration
Statement is effective which cause (A) the Registration Statement and any
amendment thereto to contain an untrue statement of a

                                      -10-

<PAGE>

material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or (B) any Prospectus
forming a part of the Registration Statement and any amendment or supplement to
such Prospectus to include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, (vi) of
the receipt by the Company of any notification with respect to the suspension of
the qualification of the Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose and (vii) of
any reasonable determination by the Company that a post-effective amendment to a
Registration Statement would be appropriate and (viii) of the commencement and
completion of any period of suspension under Section 2.3(b);

               (f) use its reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement as soon as
practicable and provide notice as promptly as reasonably practicable to each
Holder of the withdrawal of any such order;

               (g) cooperate with the selling Holders of Registrable Securities
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
cause such Registrable Securities to be in such denominations (consistent with
the provisions of the Indenture) and registered in such names as the selling
Holders or the underwriters, if any, may reasonably request in writing at least
three business days prior to the closing of any sale of Registrable Securities;

               (h) upon the occurrence of any event or the discovery of any
facts, each as contemplated by Sections 3(e)(ii), 3(e)(iii), 3(e)(iv), 3(e)(v)
and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, use its reasonable best efforts to prepare a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference or file any other
required document so that use of the Registration Statement or the Prospectus,
as the case may be, by selling Holders in the manner and for the purposes
contemplated by this Agreement may be resumed as promptly as practicable and the
Prospectus, as thereafter delivered to the purchasers of Registrable Securities,
will not contain at the time of such delivery any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The Company agrees to notify each Holder to suspend use of the
Prospectus as promptly as practicable after the occurrence of an event as
contemplated by Sections 3(e)(ii), 3(e)(iii), 3(e)(iv), 3(e)(v) and 3(e)(vi)
hereof, and each Holder hereby agrees to suspend use of the Prospectus until
notification is given by the Company that such use of the Prospectus may be
resumed. If use of the Prospectus is suspended, the Company agrees promptly to
notify each Holder when a determination is made that use of the Prospectus in
the manner and for the purposes contemplated by this Agreement may be resumed
and to furnish each Holder such number of copies of the Prospectus, as then
amended or supplemented, as such Holder may reasonably request;

               (i) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a

                                      -11-

<PAGE>

Prospectus, provide copies of such document to the Initial Purchasers on behalf
of such Holders if requested by the Initial Purchasers, provided that;
notwithstanding clause (iii) of the last paragraph of Section 1, the foregoing
shall not require the delivery of documents to be filed under the 1934 Act that
will be incorporated or deemed incorporated by reference in the Registration
Statement or the Prospectus; and make representatives of the Company as shall be
reasonably requested by the Holders of a majority in aggregate principal amount
at maturity of Registrable Securities, or the Initial Purchasers on behalf of
such Holders, available for discussion of such document;

               (j) obtain CUSIP numbers for all Registrable Securities not later
than the effective date of a Registration Statement, and provide the Trustee
with printed certificates for the Registrable Securities in a form eligible for
deposit with the Depositary;

               (k) cause the Indenture to be qualified under the TIA in
connection with the registration of the Registrable Securities, (ii) cooperate
with the Trustee and the Holders to effect such changes, if any, to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and (iii) execute, and use its reasonable best efforts
to cause the Trustee to execute, all documents as may be required to effect such
changes, if any, and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner;

               (l) subject to Section 2.1(a), enter into such customary
agreements (including underwriting agreements) and take all other customary and
appropriate actions in order to expedite or facilitate the disposition of such
Registrable Securities and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration:

                    (i)   make such representations and warranties to the
Holders of such Registrable Securities and the underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters in
similar underwritten offerings as may be reasonably requested by such Holders
and underwriters;

                    (ii)  in connection with any underwritten offering
hereunder, seek to obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters) addressed to each selling Holder
(where reasonably possible) and the underwriters, if any, covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such underwriters;

                    (iii) in connection with any underwritten offering
hereunder, seek to obtain "comfort letters" and updates thereof with respect to
such Registration Statement and the Prospectus included therein, all amendments
and supplements thereto and all documents incorporated or deemed to be
incorporated by reference therein from the Company's independent certified
public accountants and (where reasonably practicable) from the independent
certified public accountants for any other Person or any business or assets
whose financial statements are, or are required to be, included or incorporated
by reference in the Registration Statement or Prospectus,

                                      -12-

<PAGE>

each addressed to the underwriters, if any, and (where reasonably practicable)
to have such letter addressed to the selling Holders of Registrable Securities,
such letters to be in customary form and covering matters of the type
customarily covered in "comfort letters" to underwriters in connection with
similar underwritten offerings;

                    (iv)  if an underwriting agreement is entered into, cause
the same to set forth indemnification and contribution provisions and procedures
substantially equivalent to the indemnification and contribution provisions and
procedures set forth in Section 4 hereof with respect to the underwriters and
all other parties to be indemnified pursuant to Section 4 hereof or, at the
request of any underwriters, in the form customarily provided to such
underwriters in similar types of transactions; and

                    (v)   deliver such other documents and certificates as may
be reasonably requested and as are customarily delivered in similar offerings to
the Holders of a majority in principal amount at maturity of the Registrable
Securities being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and, if appropriate, each post-effective amendment thereto) and (ii) each
closing under any underwriting or similar agreement as and to the extent
required thereunder;

               (m) if reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during normal business hours by
representatives of the Holders of the Registrable Securities and any
underwriters participating in any disposition pursuant to a Registration
Statement and any counsel or accountant retained by such Holders or
underwriters, all relevant financial and other records, documents and properties
of the Company reasonably requested by any such Persons, and cause the
appropriate officers, directors, employees, and any other agents of the Company
to make all information reasonably requested by any such representative,
underwriter, special counsel or accountant in connection with a Registration
Statement reasonably available for inspection during normal business hours, and
make such representatives of the Company reasonably available for discussion
during normal business hours of such documents as shall be reasonably requested
by the Initial Purchasers; provided, however, that such persons shall first
agree in writing with the Company that any information that is reasonably
designated by the Company in writing as confidential at the time of delivery of
such information shall be kept confidential by such persons and shall be used
solely for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities; provided,
however, that such persons shall as promptly as reasonably practicable, provide
written notice to the Company of any request by any such regulatory authority
for any such confidential information of the Company in order to allow the
Company a reasonable amount of time to seek an appropriate protective order to
prevent the disclosure of such information, (ii) disclosure of such information
is required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of any Registration Statement or
the use of any Prospectus referred to in this Agreement), (iii) such

                                      -13-

<PAGE>

information becomes generally available to the public other than as a result of
a disclosure or failure to safeguard by any such person or (iv) such information
becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement or otherwise obligated
to keep such information confidential.

               (n) a reasonable time prior to filing any Registration Statement,
any Prospectus forming a part thereof, any amendment to such Registration
Statement or amendment or supplement to such Prospectus (other than supplements
that do nothing more than name one or more Holders and provide information with
respect thereto), provide copies of such document upon request to the Initial
Purchasers or to the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any, and, to counsel for the Initial Purchasers or
underwriters, as the case may be, and make such changes in any such document
prior to the filing thereof as the Initial Purchasers or the underwriter or
underwriters, or any of their respective counsel may reasonably request in
writing within five business days after the delivery of such copies by the
Company; cause the representatives of the Company to be available for discussion
of such documents during normal business hours as shall be reasonably requested
by the Initial Purchasers on behalf of the Holders or any underwriter or any of
their respective counsel; and shall not at any time make any filing of any such
document of which the Initial Purchasers on behalf of the Holders, their counsel
or any underwriter or their counsel shall not have previously been advised and
furnished a copy or to which the Majority Holders, the Initial Purchasers on
behalf of the Holders, their counsel or any underwriter or their counsel shall
reasonably object within a reasonable time period;

               (o) use its reasonable best efforts to cause all Registrable
Securities to be listed on any securities exchange or inter-dealer quotation
system such as NASDAQ on which similar debt or equity securities issued by the
Company are then listed, if any;

               (p) use its commercially reasonable efforts to cause the
Registrable Securities to be rated with the appropriate rating agencies, if
reasonably requested by the Majority Holders or by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any,
unless the Registrable Securities are already so rated;

               (q) otherwise comply with all applicable rules and regulations of
the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least twelve (12) months which
shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
thereunder; and

               (r) cooperate and assist in the performance of any due diligence
investigation by any underwriter and its counsel (including any "qualified
independent underwriter" that is required to be retained in accordance with the
rules and regulations of the NASD).

     The Company may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Securities to furnish to the
Company such information regarding such Holder and the proposed distribution by
such Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing. Each Holder further agrees promptly to furnish to
the Company in writing all information required to be disclosed in order to make
the

                                      -14-

<PAGE>

information previously furnished to the Company by such Holder not misleading in
any material respect, any other information regarding such Holder and the
distribution of such Registrable Securities as may be required to be disclosed
in the Registration Statement under applicable law or pursuant to SEC comments
and any information otherwise required by the Company to comply with applicable
law or regulations. Each Holder further agrees, following termination of the
Effectiveness Period, to notify the Company, within ten business days of a
request, of the amount of Registrable Securities sold pursuant to the
Registration Statement and, in the absence of a response, the Company may assume
that all of the Holder's Registrable Securities were so sold.

     Each Holder agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts, each of the kind described
in Sections 3(e)(ii), 3(e)(iii), 3(e)(iv), 3(e)(v) or 3(e)(vi) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until receipt by such Holder of (i) the copies of
the supplemented or amended Prospectus contemplated by Section 3(h) hereof or
(ii) written notice from the Company that the Shelf Registration is once again
effective or that no supplement or amendment is required. If so directed by the
Company, such Holder will deliver to the Company (at the Company's expense) all
copies in such Holder's possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. Nothing in this paragraph shall
prevent the accrual of Liquidated Damages on any Securities.

     If any of the Registrable Securities covered by any Registration Statement
are to be sold in an underwritten offering, the underwriter or underwriters and
manager or managers that will manage such offering will be selected by the
Majority Holders of such Registrable Securities included in such offering and
shall be reasonably acceptable to the Company. No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's Registrable Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements, (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements and
(c) provides the Company with the information required in Section 2.1(d) above.

     4. Indemnification and Contribution.
        --------------------------------

               (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, and each Person who participates as an underwriter
(each, an "Underwriter" or an "underwriter") and each Person, if any, who
controls the Initial Purchasers, Holder or Underwriter within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                    (i)   against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or
any amendment or supplement thereto, including all documents incorporated
therein by reference therein) pursuant to which Registrable Securities were
registered under the 1933 Act, or any omission or alleged omission therefrom of
a material fact

                                      -15-

<PAGE>

required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement
thereto, including all documents incorporated therein by reference), or any
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;

                    (ii)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 4(d) below) any such
settlement is effected with the written consent of the Company; and

                    (iii) against any and all expense whatsoever, as incurred
(including the reasonable fees and disbursements of counsel chosen by any
indemnified party), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under subparagraph (i)
or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchasers, any Holder or Underwriter (or any person
who expressly controls the Initial Purchasers, Holder or Underwriter) expressly
for use in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto) provided further that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense if
the Holder fails to deliver at or prior to the written confirmation of sale, the
most recent Prospectus furnished to such Holder by the Company and such
Prospectus, as amended or supplemented as of the time of such confirmation of
sale, (including any amendment or supplement filed with the SEC that is
incorporated by reference in the Prospectus as of the time of such confirmation
of sale), would have corrected such untrue statement or omission or alleged
untrue statement or omission of a material fact and the delivery thereof was
required by law.

               (b) Each Holder, severally but not jointly, agrees to indemnify
and hold harmless the Company, the Initial Purchasers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or
any amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with

                                      -16-

<PAGE>

respect to such Holder furnished to the Company by or on behalf of such Holder
or any other person who controls such Holder expressly for use in the
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement.

               (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of any such
action and, to the extent that it may wish, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying party or parties be liable for the fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

               (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than forty-five (45)
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least thirty (30) days prior to such settlement being entered into
and (iii) such indemnifying party shall not have reimbursed such indemnified
party in accordance with such request prior to the date of such settlement.

               (e) If the indemnification provided for in this Section 4 is for
any reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred

                                      -17-

<PAGE>

by such indemnified party, as incurred, in such proportion as is appropriate to
reflect the relative fault of the indemnifying party or parties on the one hand
and of the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

     The relative fault of such indemnifying party or parties on the one hand
and the indemnified party or parties on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by such indemnifying party or parties or
such indemnified party or parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

               (f) The Company, the Holders and the Initial Purchasers agree
that it would not be just or equitable if contribution pursuant to this Section
4 were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in
paragraph (e) above. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 4 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 4, the Initial Purchasers or
any Holder or Underwriter shall not be required to contribute any amount in
excess of the amount by which the total price at which Registrable Securities
sold by it pursuant to a Registration Statement were offered exceeds the amount
of any damages that the Initial Purchasers, Holder or Underwriter has otherwise
been required to pay by reason of any such untrue or alleged untrue statement or
omission or alleged omission.

     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
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 4, each Person, if any, who controls the
Initial Purchasers, Holder or Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Initial Purchasers or such Holder or Underwriter, as the
case may be, and each director of the Company, each officer of the Company who
signed the Registration Statement and each Person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company. The
respective obligations of the Initial Purchasers, Holders, and Underwriters to
contribute pursuant to this Section 4 are several in proportion to the principal
amount at maturity of Securities sold by them pursuant to a Registration
Statement and not joint.

     The indemnity and contribution provisions contained in this Section 4 shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation

                                      -18-

<PAGE>

made by or on behalf of the Initial Purchasers or any Holder or Underwriter or
any Person controlling the Initial Purchasers, or any Holder or Underwriter, or
by or on behalf of the Company, its officers, or directors or any Person
controlling the Company and (iii) any sale of Registrable Securities pursuant to
a Registration Statement.

     5. Miscellaneous.
        -------------

          5.1 Rule 144 and Rule 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will use its reasonable best efforts to file the reports
required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the
1934 Act. For so long as any Registrable Securities remain outstanding, if the
Company ceases to be subject to the reporting requirements of Section 13 or 15
of the 1934 Act, it will upon the request of any Holder or beneficial owner of
Registrable Securities (a) make publicly available such information (including,
without limitation, the information specified in Rule 144(c)(2) under the 1933
Act) as is necessary to permit sales pursuant to Rule 144, (b) deliver or cause
to be delivered, promptly following a request by any Holder or beneficial owner
of Registrable Securities or any prospective purchaser or transferee designated
by such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A and it will take such further
action as any Holder or beneficial owner of Registrable Securities may
reasonably request, and (c) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Securities without registration under the
1933 Act within the limitation of the exemptions provided by (i) Rule 144, as
such Rule may be amended from time to time, (ii) Rule 144A, as such Rule may be
amended from time to time or (iii) any similar rules or regulations hereafter
adopted by the SEC. For so long as any Registrable Securities remain
outstanding, upon the request of any Holder or beneficial owner of Registrable
Securities, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.

          5.2 No Inconsistent Agreements. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not for the term of this
Agreement and will not in any way conflict with and are not and will not be
inconsistent with the rights granted to the holders of any of the Company's
other issued and outstanding securities under any other agreements entered into
by the Company or any of its subsidiaries.

          5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority in outstanding Common Stock constituting Registrable Securities
affected by such amendment, modification, supplement, waiver or departure. For
the purpose of the preceding sentence, Holders of Notes shall be deemed to be
Holders of the number of shares of Common Stock into which such Notes are or
would be convertible as of the date

                                      -19-

<PAGE>

on which such consent is requested. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement;
provided that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the first sentence of
this Section 5.3. Each Holder of Registrable Securities outstanding at the time
of any such amendment, modification, supplement, waiver or consent or thereafter
shall be bound by any such amendment, modification, supplement, waiver or
consent effected pursuant to this Section 5.3, whether or not any notice,
writing or marking indicating such amendment, modification, supplement, waiver
or consent appears on the Registrable Securities or is delivered to such Holder.

          5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, facsimile, or any courier guaranteeing overnight delivery (a)
if to a Holder (other than the Initial Purchasers), at the most current address
set forth on the records of the registrar under the Indenture, (b) if to the
Initial Purchasers, at the most current address given by the Initial Purchasers
to the Company by means of a notice given in accordance with the provisions of
this Section 5.4, which address initially is the address set forth in the
Purchase Agreement with respect to the Initial Purchasers with a copy to
Shearman & Sterling LLP, 1080 Marsh Road, Menlo Park, California 94025,
Attention: Bruce Czachor, (c) if to the Company, initially at the Company's
address set forth in the Purchase Agreement with a copy to Dorsey & Whitney LLP,
50 South Sixth Street, Minneapolis, Minnesota 55402, Attention: Timothy Hearn,
and thereafter at such other address of which notice is given in accordance with
the provisions of this Section 5.4, and (d) if to any Underwriter, at the most
current address given by such Underwriter to the Company by means of a notice
given in accordance with the provisions of this Section 5.4, which address
initially is the address set forth in the applicable underwriting agreement.

     All such notices and communications shall be deemed to have been duly
given: at the time of delivery by hand, if delivered by hand; two business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if facsimiled; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

          5.5 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided, that (a) this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign acquires Registrable
Securities from a Holder and (b) nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in violation
of the terms hereof or of the Purchase Agreement or

                                      -20-

<PAGE>

the Indenture. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities, such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

          5.6 Third Party Beneficiaries. The Initial Purchasers (even if such
Initial Purchasers are not Holders of Registrable Securities) shall be third
party beneficiaries of the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

          5.7 Restrictions on Resales Until the expiration of two years after
the original issuance of the Securities, the Company will not, and will use its
reasonable best efforts to ensure that its "affiliates" (as such term is defined
in Rule 144(a)(1) under the 1933 Act) do not, resell any Securities which are
"restricted securities" (as such term is defined under Rule 144(a)(3) under the
1933 Act) that have been reacquired by any of them and shall immediately upon
any purchase of any such Securities submit such Securities to the Trustee for
cancellation.

          5.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          5.9 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          5.11 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          5.12 Entire Agreement. This Agreement is intended by the parties
hereto as a final expression of their agreement and is 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 and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or

                                      -21-

<PAGE>

undertakings, other than those set forth or referred to herein, with respect to
the registration rights granted by the Company with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and undertakings
among the parties hereto with respect to such registration rights.


                                      -22-

<PAGE>

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

                                          MGI PHARMA, INC.


                                          By: /s/ William C. Brown
                                              ----------------------------------
                                          Name: William C. Brown
                                          Title: Executive Vice President and
                                                 Chief Executive Officer


              [Signature page to the Registration Rights Agreement]

<PAGE>

CONFIRMED AND ACCEPTED, as of the date
 first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
 INCORPORATED


By: /s/ Anthony J. Sterling
    ----------------------------------
            Authorized Signatory

For itself and as Representative of the other Initial Purchasers named in
Schedule 1 hereto.

              [Signature page to the Registration Rights Agreement]

<PAGE>

                                   SCHEDULE 1

                               Initial Purchasers

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

Piper Jaffray & Co.

UBS Securities LLC

                                      - 1 -