REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into as of
      this 23rd day of January, 2006 by and between NexMed, Inc., a Nevada corporation
      (the “Company”), and the “Purchasers” named in that certain Common Stock and
      Warrant Purchase Agreement of even date herewith by and between the Company
      and
      the Purchasers named on Schedule 1 thereto (the “Purchase
      Agreement”).

    


    The
      parties hereby agree as follows:

    


    1. Certain
      Definitions

    


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

    


    “Investor”
and
      “Investors”
shall
      mean the Purchaser(s) identified in the Purchase Agreement and any transferee
      of
      the Purchaser(s) who is a permitted assignee of any Registrable Securities
      or
      Warrants.

    


    “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 Shares and the Warrant Shares (without regard to any limitations
      on
      beneficial ownership contained in the Warrants) or other securities issued
      or
      issuable to each Investor (i) upon exercise of the Warrants, or (ii) upon any
      distribution with respect to, any exchange for or any replacement of such Shares
      or Warrants 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; provided, however, that such securities shall cease to be Registrable
      Securities when such securities have been sold to or through a broker or dealer
      or underwriter in a public distribution or a public securities transaction
      or
      when such securities may be sold without any restriction pursuant to Rule 144(k)
      as determined by the counsel to the Company pursuant to a written opinion
      letter, addressed to the Company’s transfer agent to such effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “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.

    


    “Trading
      Day”
shall
      mean any day on which the primary market on which the shares of Common Stock
      are
      listed is open for trading.

    


    2. Registration.

    


    (a) Registration
      Statements.
      Following the closing of the purchase and sale of the Shares and Warrants
      contemplated by the Purchase Agreement (the “Closing Date”) (but no later than
      thirty (30) days after the Closing Date), 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)
      (which shall include a Plan of Distribution substantially in the form of
Exhibit
      A
      attached
      hereto) covering the resale of the Registrable Securities. 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. In the
      event
      any Registrable Securities are not covered by the Registration Statement, the
      Company shall promptly amend such Registration Statement or prepare and file
      with the SEC a new Registration Statement in accordance with the terms hereof
      in
      order to cause such Registrable Securities to be covered by a Registration
      Statement. 

    


    (b) Expenses.
      The
      Company will pay all expenses associated with each registration, but excluding
      discounts, commissions and 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. 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).

     

    (ii)
      For
      not more than thirty (30) 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 terminating or 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 Investors in writing of the existence of (but in no
      event, without the prior written consent of an 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
      Investors 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.

    


    
      
        
        

      

      
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    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 (i) the date on which all Registrable Securities,
      covered by such Registration Statement, as amended from time to time have been
      sold or (ii) the second anniversary of the Closing Date; provided,
      however,
      that if
      the Company is notified by an Investor at least 10 business days prior to the
      second anniversary of the Closing Date that such Investor will continue to
      hold
      Registrable Securities after such second anniversary date (e.g., such Investor
      is an Affiliate of the Company and such Registrable Securities may not be sold
      pursuant to Rule 144(k)) and such Investor agrees to inform the Company promptly
      when it no longer holds Registrable Securities, the Company shall use its best
      efforts to cause such Registration Statement to remain continuously effective
      until such Investor no longer holds Registrable Securities;

    


    (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;

    


    (c) furnish
      to
      the Investors such number of copies of a Prospectus, including a preliminary
      prospectus, and all amendments and supplements thereto and such other documents
      as each Investor may reasonably request in order to facilitate the disposition
      of the Registrable Securities owned by such Investor; 

    


    (d) 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;

    


    (e) prior
      to
      any public offering of Registrable Securities, use its reasonable best efforts
      to register or qualify or cooperate with the Investors and their 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 Investors reasonably request 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;

    


    
      
        
        

      

      
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    (f) 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;
      and

    


    (g) immediately
      notify the Investors, 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 purchasers 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.

    


    


    4. Obligations
      of the Investors.

    


    (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 Investors shall furnish in writing to the Company such
      information regarding themselves, the Registrable Securities held by them and
      the intended method of disposition of the Registrable Securities held by them,
      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, including, without
      limitation, a Selling Shareholder Questionnaire in substantially the form
      attached as Exhibit B hereto. At least ten (10) business days prior to the
      first
      anticipated filing date of any Registration Statement, the Company shall notify
      the Investors of the information the Company requires from the Investors if
      the
      Investors elect to have any of the Registrable Securities included in the
      Registration Statement. The Investors 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 Investors elect to have any of the
      Registrable Securities included in the Registration Statement.

    


    (b) The
      Investors, by their acceptance of the Registrable Securities, agree to cooperate
      with the Company as reasonably requested by the Company in connection with
      the
      preparation and filing of a Registration Statement hereunder, unless an 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.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (c) The
      Investors agree that, upon receipt of any notice from the Company of the
      happening of any event rendering a Registration Statement no longer effective,
      the Investors will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities,
      until the Investors’ receipt of the copies of the supplemented or amended
      prospectus filed with the SEC and, if an amendment, declared effective and,
      if
      so directed by the Company, the Investors 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 Investors’ 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 each 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.

    


    
      
        
        

      

      
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    (b) Indemnification
      by Investors.
      In
      connection with any registration pursuant to the terms of this Agreement, each
      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 and that such information was
      substantially relied upon by the Company in preparation of the Registration
      Statement or Prospectus or any 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.

    


    
      
        
        

      

      
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    (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 Company and the holders
      of a majority of the Registrable Securities. 

    


    (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 Investors hereunder may
      not
      be assigned or transferred to any transferee or assignee except to a holder
      of
      Registrable Securities or Warrants 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 the holders of a majority of the Registrable Securities, except that without
      the prior written consent of such Investors, 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.

    


    
      
        
        

      

      
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    (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(s) 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.

    


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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:  	 
	 	Name: 	
              
  
	 	Title: 	 
	 	
            


    

    
      	 	 	 
	The
              Investors: 	 
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
Name:  
	 	 	Title: 
	 	
            


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
Name:  
	 	 	Title: 
	 	
            


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
Name:  
	 	 	Title: 
	 	
            


    

     

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    PLAN
      OF
      DISTRIBUTION


    We
      are
      registering the shares of common stock on behalf of the selling security
      holders. Sales of shares may be made by selling security holders, including
      their respective donees, transferees, pledgees or other successors-in-interest
      directly to purchasers or to or through underwriters, broker-dealers or through
      agents. Sales may be made from time to time on the Nasdaq National Market,
      any
      other exchange upon which our shares may trade in the future, in the
      over-the-counter market or otherwise, at market prices prevailing at the time
      of
      sale, at prices related to market prices, or at negotiated or fixed prices.
      The
      shares may be sold by one or more of, or a combination of, the
      following:

    


    
      	
              -

            	
              a
                block trade in which the broker-dealer so engaged will attempt to
                sell the
                shares as agent but may position and resell a portion of the block
                as
                principal to facilitate the transaction (including crosses in which
                the
                same broker acts as agent for both sides of the
                transaction);

            


    

    


    
      	
              -

            	
              purchases
                by a broker-dealer as principal and resale by such broker-dealer,
                including resales for its account, pursuant to this
                prospectus;

            


    

    


    
      	
              -

            	
              ordinary
                brokerage transactions and transactions in which the broker solicits
                purchases;

            


    

    


    
      	
              -

            	
              through
                options, swaps or derivatives;

            


    

    


    
      	
              -

            	
              in
                privately negotiated transactions;

            


    

    


    
      	
              -

            	
              in
                making short sales entered into after the date of this prospectus
                or in
                transactions to cover such short sales; and


            


    

    


    
      	
              -

            	
              put
                or call option transactions relating to the shares.
                

            


    

    


    The
      selling security holders may effect these transactions by selling shares
      directly to purchasers or to or through broker-dealers, which may act as agents
      or principals. These broker-dealers may receive compensation in the form of
      discounts, concessions or commissions from the selling security holders and/or
      the purchasers of shares for whom such broker-dealers may act as agents or
      to
      whom they sell as principals, or both (which compensation as to a particular
      broker-dealer might be in excess of customary commissions). The selling security
      holders have advised us that they have not entered into any agreements,
      understandings or arrangements with any underwriters or broker-dealers regarding
      the sale of their securities.

    


    The
      selling security holders may enter into hedging transactions with broker-dealers
      or other financial institutions. In connection with those transactions, the
      broker-dealers or other financial institutions may engage in short sales of
      the
      shares or of securities convertible into or exchangeable for the shares in
      the
      course of hedging positions they assume with the selling security holders.
      The
      selling security holders may also enter into options or other transactions
      with
      broker-dealers or other financial institutions which require the delivery of
      shares offered by this prospectus to those broker-dealers or other financial
      institutions. The broker-dealer or other financial institution may then resell
      the shares pursuant to this prospectus (as amended or supplemented, if required
      by applicable law, to reflect those transactions).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    The
      selling security holders and any broker-dealers that act in connection with
      the
      sale of shares may be deemed to be “underwriters” within the meaning of Section
      2(11) of the Securities Act of 1933, and any commissions received by
      broker-dealers or any profit on the resale of the shares sold by them while
      acting as principals may be deemed to be underwriting discounts or commissions
      under the Securities Act. The selling security holders may agree to indemnify
      any agent, dealer or broker-dealer that participates in transactions involving
      sales of the shares against liabilities, including liabilities arising under
      the
      Securities Act. We have agreed to indemnify each of the selling security holders
      and each selling security holder has agreed, severally and not jointly, to
      indemnify us against some liabilities in connection with the offering of the
      shares, including liabilities arising under the Securities Act. 

    


    The
      selling security holders will be subject to the prospectus delivery requirements
      of the Securities Act. We have informed the selling security holders that the
      anti-manipulative provisions of Regulation M promulgated under the Securities
      Exchange Act of 1934 may apply to their sales in the market. 

    


    Selling
      security holders also may resell all or a portion of the shares in open market
      transactions in reliance upon Rule 144 under the Securities Act, provided they
      meet the criteria and conform to the requirements of Rule 144. 

    


    Upon
      being
      notified by a selling security holder that a material arrangement has been
      entered into with a broker-dealer for the sale of shares through a block trade,
      special offering, exchange distribution or secondary distribution or a purchase
      by a broker or dealer, we will file a supplement to this prospectus, if required
      pursuant to Rule 424(b) under the Securities Act, disclosing:

    


    
      	
              -

            	
              the
                name of each such selling security holder and of the participating
                broker-dealer(s);

            


    

    


    
      	
              -

            	
              the
                number of shares involved;

            


    

    


    
      	
              -

            	
              the
                initial price at which the shares were
                sold;

            


    

    


    
      	
              -

            	
              the
                commissions paid or discounts or concessions allowed to the
                broker-dealer(s), where applicable;

            


    

    


    
      	
              -

            	
              that
                such broker-dealer(s) did not conduct any investigation to verify
                the
                information set out or incorporated by reference in this prospectus;
                and

            


    

    


    
      	
              -

            	
              other
                facts material to the transactions.

            


    

    


    In
      addition, if required under applicable law or the rules or regulations of the
      Commission, we will file a supplement to this prospectus when a selling security
      holder notifies us that a donee or pledgee intends to sell more than 500 shares
      of common stock.

     

    We
      are
      paying all expenses and fees in connection with the registration of the shares.
      The selling security holders will bear all brokerage or underwriting discounts
      or commissions paid to broker-dealers in connection with the sale of the
      shares.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    


    NEXMED,
      INC.

    Form
      of
      Selling Shareholder Questionnaire

    


    This
      Questionnaire is being furnished to all of the individuals and entities who
      hold
      shares of the Company’s Common Stock and Warrants to purchase shares of the
      Company's Common Stock issued in connection with the Common Stock and Warrant
      Purchase Agreement dated January __, 2006 between the Company and the Purchasers
      listed on Schedule 1 thereto (such shares of Common Stock and the shares of
      Common Stock issuable on the exercise of the Warrants, collectively "the
      Shares"), that are to be registered for resale under a registration statement
      on
      Form S-3 (the "Registration Statement") to be filed with the Securities and
      Exchange Commission in connection with the public offering of the Shares by
      the
      undersigned (the “Offering”). The Company will rely on the information supplied
      by you in response to this Questionnaire to prepare such registration
      statement.

     

    Please
      Print or Type.

    
      
        	 	 
	
                1.

              	
                Name
                  of individual or entity: 

              
	 	
                
                  
  

              
	 	
                
  
	
                2.

              	
                Address
                  of principal place of business or, if an individual, address of
                  residence
                  

              
	 	
                
                  
  

              
	 	
                
  
	 	
                
  
	 	
                
  
	
                3.

              	
                Jurisdiction
                  of formation or incorporation (if the undersigned is an
                  entity):

              
	 	
                
                  
  

              
	 	
                
  
	
                4.

              	
                Telephone
                  and fax numbers:

              
	 	
                
                  
  

              
	 	
                
  
	
                5.

              	
                Contact
                  person:

              
	 	
                
                  
  

              
	 	 
	 	
                Shares
                  Purchased in January __, 2006 Offering

              
	 	 
	
                6.

              	
                Number
                  of Shares of Common Stock purchased by Purchaser in connection
                  with the
                  January __, 2006 Common Stock and Warrant Purchase
                  Agreement:

              
	 	
                

                  
   

              
	 	
                
  
	 	
                
  
	
                7.

              	
                Number
                  of Shares issuable upon the exercise of Warrants purchased in connection
                  with the January __, 2006 Common Stock and Warrant Purchase
                  Agreement:

              
	 	 

                
  
	 	
                
  
	 	
                
  
	
                8.

              	
                Do
                  you wish for all Shares listed in Questions 6 and 7 to be registered
                  for
                  resale in the Registration Statement?

              
	 	 
	 	
                Yes
                  _____________________________  

              	
                No
                  ____________________________________  

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                Shares
                  held by undersigned other than those Purchased in January __, 2006
                  Offering

              
	 
	
                9.

              	
                Number
                  of shares of Common Stock owned by the undersigned, other than
                  those
                  shares purchased in connection with the January __, 2006 Common
                  Stock and
                  Warrant Purchase Agreement:

              
	 	
                
                  
  

              
	 	
                
  
	 	
                
  
	
                10.

              	
                Number
                  of shares issuable upon the exercise of warrants owned by the undersigned,
                  other than those Warrants purchased in connection with the January
                  __,
                  2006 Common Stock and Warrant Purchase Agreement:

              
	 	
                
                  
  

              
	 	
                
  
	 	
                
  
	
                11.

              	
                Number
                  of shares of the Company’s Series C 6% Cumulative Convertible Preferred
                  Stock owned by the undersigned:

              
	 	
                
                  

                

              
	 	
                
                  
   

              
	 	
                
  
	
                12.

              	
                Number
                  of shares issuable upon conversion of the Company's 5% Convertible
                  Notes:

              
	 	

                
     
	 	
                
  
	 	
                
  
	 	
                
  
	
                13.

              	
                Relationship
                  of the undersigned or its affiliates with the Company or its affiliates,
                  other than as a holder of Shares (include any material relationship
                  within
                  the past three years). If “none”, so state:

              
	 	
                
                  
  

              
	 	
                
  
	 	
                
  
	
                14.

              	
                Are
                  you a member, an affiliate of a member, or a person associated
                  with a
                  member, of the National Association of Securities Dealers, Inc.
                  (the
                  “NASD”)?

              


      

      
        	 	
                Yes
                  _____________________________  

              	
                No
                  ____________________________________  

              
	 	 	 
	
              	
                If
                  the answer to Question 14 is “yes”, state (a) the name of any such NASD
                  member, (b) the nature of your affiliation or association with
                  such NASD
                  member, (c) information as to such NASD member’s participation in any
                  capacity in the offering or the original placement of the
                  Securities. 

              
	 	 
	 	
                
  
	 	
                
  
	 	
                
  


      

        

      
      

       

      

        
          
            	
                    15.

                  	
                    If
                      you answered “yes” to Question 14 above, please fill out the following
                      table with respect to any purchases from the Company or any
                      of its
                      affiliates in a private placement within twelve months prior
                      to the date
                      hereof (excluding your purchase of the
                      Shares).

                  


          



      

      
      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                Date
                  of Purchase

              	
                 

                Seller

              	
                Amount
                  and Name of
Securities

              	
                Price
                  or Other
Consideration

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

       

      
        	
                
                  16.

                

              	
                
                  Have
                    you entered into any agreements, understandings or arrangements
                    with any
                    underwriters or broker-dealers regarding the sale of the
                    Shares?

                

              
	 	 
	 	
                Yes
                  _____________________________  

              	
                No
                  ____________________________________  

              
	 	 
	The
                undersigned consents to the disclosure of the answers to the above
                in the
                registration statement. 


      

    

    


    IN
      WITNESS
      WHEREOF, the undersigned executed this Questionnaire on this ___ day of ______,
      2006.   

    
      	 	 	 	 
	 	 	 	
              
                
  

            
	
            	 	 	
              
                
(Signature)

            
	 	 	 	 
	 	 	 	
              
                
  

            
	 	 	 	
              
(Print
              Name and Title, if
              applicable)  


    

     

     

    
      
        
        

      

      
        14