exv4w1



 





Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement is made and entered into as of February 26, 2007 (this
“Agreement”), among Antares Pharma, Inc., a Delaware corporation (the “Company”), MMV Financial
Inc. (“MMV”) and HSBC Capital (Canada) (“HSBC” and together with MMV, the “Purchasers”).



     This Agreement is being entered into pursuant to the Credit Agreement dated as of even date
herewith, by and among the Company and the Purchasers (the “Credit Agreement”).



     The Company and the Purchasers hereby agree as follows:



     1. Certain Definitions.



     Capitalized terms used and not otherwise defined herein shall have the meanings given such
terms in the Credit Agreement. As used in this Agreement, the following terms shall have the
following meanings:



     “Advice” shall have the meaning set forth in Section 3(m).



     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or under common control with such Person. For the purposes of this
definition, “control,” when used with respect to any Person, means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms
of “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.



     “Exchange” shall have the meaning assigned in Section 7(e).



     “Blackout Period” shall have the meaning set forth in Section 3(n).



     “Board” shall have the meaning set forth in Section 3(n).



     “Business Day” means any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the State of New York generally are authorized or
required by law or other government actions to close.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means the Company’s Common Stock, par value $0.01 per share.



     “Effectiveness Period” shall have the meaning set forth in Section 2.



     “Event” shall have the meaning set forth in Section 7(e).



 









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Filing Date” means the 60th day following the date of this Agreement.



     “Holder” or “Holders” means the holder or holders, as the case may be, from time to time of
Registrable Securities, including without limitation the Purchasers and their assignees.



     “Indemnified Party” shall have the meaning set forth in Section 5(c).



     “Indemnifying Party” shall have the meaning set forth in Section 5(c).



     “Losses” shall have the meaning set forth in Section 5(a).



     “Person” means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of any kind.



     “Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced or
threatened.



     “Prospectus” means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), 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 amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference in such Prospectus.



     “Registrable Securities” means (a) the Warrant Shares (without regard to any limitations on
beneficial ownership contained in the Warrants) or other securities issued or issuable to each
Purchaser or its transferee or designee (i) upon exercise of the Warrants, or (ii) upon any
distribution with respect to, any exchange for or any replacement of such Warrants or Warrant
Shares 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,
in replacement or redemption of, or in reduction of the liquidation value of, any 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 Company.



     “Registration Statement” means the registration statements and any additional registration
statements contemplated by Section 2, including (in each case) the Prospectus,



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amendments and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference in such
registration statement.



     “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



     “Rule 158” means Rule 158 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



     “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Warrants” means the Common Stock purchase warrants issued pursuant to the Credit Agreement.



     “Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Warrants.



     2. Registration. As soon as practicable following the date of this Agreement (but not
later than the Filing Date), the Company shall prepare and file with the Commission a “shelf”
Registration Statement covering all Registrable Securities for a secondary or resale offering to be
made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3
(or if such form is not available to the Company on another form appropriate for such registration
in accordance herewith). The Company shall use its commercially reasonable efforts to cause the
Registration Statement to be declared effective under the Securities Act as soon as practicable
after the Filing Date and to keep such Registration Statement continuously effective under the
Securities Act until such date as is the earliest of (x) the date when all Registrable Securities
covered by such Registration Statement have been sold or (y) with respect to any Holder, such time
as all Registrable Securities held by such Holder may be sold without any restriction pursuant to
Rule 144(k) as determined by the Company, or (z) the date that is two years following the date of
this Agreement (the “Effectiveness Period”). For purposes of the obligations of the Company under
this Agreement, no Registration Statement shall be considered “effective” with respect to any
Registrable Securities unless such Registration Statement lists the Holders of such Registrable
Securities as “Selling Stockholders” and includes such other information as is required to be
disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant
to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder”
pursuant to Section 3(m). Such Registration Statement also shall



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cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder
(including Securities Act 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.



     3. Registration Procedures.



     In connection with the Company’s registration obligations hereunder, the Company shall:



     (a) Prepare and file with the Commission on or prior to the Filing Date, a Registration
Statement on Form S-3 (or if such form is not available to the Company on another form appropriate
for such registration in accordance herewith) (which shall include a Plan of Distribution
substantially in the form of Exhibit A attached hereto), and use commercially reasonable
efforts to cause the Registration Statement to become effective and remain effective as provided
herein.



     (b) use commercially reasonable efforts to (i) Prepare and file as promptly as practicable
with the Commission such amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and to the extent any Registrable
Securities are not included in such Registration Statement for reasons other than the failure of
the Holder to comply with Section 3(m) hereof, shall prepare and file with the Commission such
amendments to the Registration Statement or such additional Registration Statements in order to
register for resale under the Securities Act all Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; (iii) respond as promptly as possible to any comments
received from the Commission with respect to the Registration Statement or any amendment thereto;
and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by the Registration
Statement during the applicable period in accordance with the intended methods of disposition by
the Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as
so supplemented.



     (c) Notify Holders of Registrable Securities to be sold as promptly as possible with respect
to the Registration Statement or any post-effective amendment, when the same has become effective,
and after the effectiveness thereof: (i) of any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to the Registration Statement or
Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; and (iv) if the financial statements included in
the Registration



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Statement become ineligible for inclusion therein or of the occurrence of any event that makes
any statement made in the Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to the Registration Statement, Prospectus or other documents so that, in the case of the
Registration Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading. Without limitation to any remedies to which the Holders may be entitled
under this Agreement, if any of the events described in Section 3(c)(C)(i), 3(c)(C)(ii) and
3(c)(C)(iii) occur, the Company shall use its commercially reasonable efforts to respond to and
correct the event.



     (d) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, use
commercially reasonable efforts to obtain the withdrawal of, (i) any order suspending the
effectiveness of the Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at
the earliest practicable time.



     (e) If requested by any Holder of Registrable Securities, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment to the Registration Statement such information as
the Company reasonably agrees should be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment.



     (f) Furnish to each Holder, without charge, upon the request of such Holder, at least one
conformed electronic copy of each Registration Statement and each amendment thereto, including
financial statements and schedules, and all exhibits to the extent requested by such Person
(including those previously furnished or incorporated by reference) promptly after the filing of
such documents with the Commission.



     (g) Promptly deliver to each Holder, as many electronic copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such
Persons may reasonably request; and the Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto in accordance with all applicable laws by each of the selling
Holders in connection with the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto.



     (h) Prior to any public offering of Registrable Securities, use its commercially reasonable
efforts to register or qualify or cooperate with the selling Holders in connection with the
registration or qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder requests in writing, to keep each such
registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration



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Statement; provided, however, that the Company shall not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified or to take any action that would
subject it to general service of process in any jurisdiction where it is not then so subject or
subject the Company to any material tax in any such jurisdiction where it is not then so subject.



     (i) Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a Registration Statement.



     (j) Following the occurrence of any event contemplated by Section 3(c)(C)(iv), as promptly as
possible, use commercially reasonable efforts to prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, neither the Registration Statement nor such
Prospectus will 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, in the light of the
circumstances under which they were made, not misleading.



     (k) Use commercially reasonable efforts to cause all Registrable Securities relating to such
Registration Statement to be listed on the American Stock Exchange and any other United States
securities exchange, quotation system, market or over-the-counter bulletin board, if any, on which
similar securities issued by the Company are then listed.



     (l) Comply in all material respects with all applicable rules and regulations of the
Commission.



     (m) Request each selling Holder to furnish to the Company information regarding such Holder
and the distribution of such Registrable Securities as is required by law or the Commission to be
disclosed in the Registration Statement, and the Company may exclude from such registration the
Registrable Securities of any such Holder who fails to furnish such information within a reasonable
time prior to the filing of each Registration Statement, supplemented Prospectus and/or amended
Registration Statement.



     If the Registration Statement refers to any Holder by name or otherwise as the holder of any
securities of the Company, then such Holder shall have the right to require (if such reference to
such Holder by name or otherwise is not required by the Securities Act or any similar federal
statute then in force) the deletion of the reference to such Holder in any amendment or supplement
to the Registration Statement filed or prepared subsequent to the time that such reference ceases
to be required.



     Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c)(C)(i),
3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv), or 3(n), such Holder will forthwith discontinue disposition
of such Registrable Securities under the Registration Statement until such Holder’s receipt of the
electronic copies of the supplemented Prospectus and/or



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amended Registration Statement contemplated by Section 3(j), or until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received electronic copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or Registration
Statement.



     (n) If (i) there is material non-public information regarding the Company which the Company’s
Board of Directors (the “Board”) reasonably determines not to be in the Company’s best interest to
disclose and which the Company is not otherwise required to disclose, or (ii) there is a
significant business opportunity (including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any merger, consolidation, tender offer
or other similar transaction) available to the Company which the Board reasonably determines not to
be in the Company’s best interest to disclose and which the Company would be required to disclose
under the Registration Statement, then the Company may postpone or suspend filing or effectiveness
of a registration statement for a period not to exceed 90 consecutive days, provided that the
Company may not postpone or suspend its obligation under this Section 3(n) for more than 180 days
in the aggregate during any 12 month period unless, in each case, the Holders consent in writing to
a longer period (each, a “Blackout Period”).



     4. Registration Expenses.



     All fees and expenses incident to the performance of or compliance with this Agreement by the
Company shall be borne by the Company whether or not the Registration Statement is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to the Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the American Stock Exchange and each other
securities exchange, quotation system, market or over-the-counter bulletin board on which
Registrable Securities are required hereunder to be listed, (B) with respect to filings required to
be made with the Commission, and (C) in compliance with state securities or Blue Sky laws, (ii)
printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities and of printing or photocopying prospectuses), (iii) messenger, telephone and delivery
expenses, (iv) Securities Act liability insurance, if the Company so desires such insurance, (v)
fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement, including, without limitation, the Company’s
independent public accountants (including, in the case of an underwritten offering, the expenses of
any comfort letters or costs associated with the delivery by independent public accountants of a
comfort letter or comfort letters) and legal counsel. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.



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     5. Indemnification.



     (a) Indemnification by the Company. The Company shall, notwithstanding any termination
of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents,
brokers (including brokers who offer and sell Registrable Securities as principal as a result of a
pledge or any failure to perform under a margin call of Common Stock), investment advisors and
employees of each of them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling Person, to the fullest extent permitted by applicable law, from
and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to any untrue statement of a material fact contained or
incorporated by reference in the Registration Statement, any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or amendment or supplement
thereto, in the light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (i) such untrue statements or omissions are based solely
upon information regarding such Holder furnished to the Company by such Holder, or to the extent
that such information relates to (x) such Holder and was reviewed and approved by such Holder for
use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment
or supplement thereto or (y) such Holder’s proposed method of distribution of Registrable
Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company); or
(ii) in the case of an occurrence of an event of the type described in Section 3(c)(C)(ii),
3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or defective Prospectus after
the delivery to the Holder of written notice from the Company that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 3(m), or
otherwise occurring pursuant to such Holder’s gross negligence, willful misconduct or violation of
law; provided, however, that the indemnity agreement contained in this Section 5(a) shall not apply
to amounts paid in settlement of any Losses if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably withheld. The Company
shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of
which the Company is aware in connection with the transactions contemplated by this Agreement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of an Indemnified Party (as defined in Section 5(c) to this Agreement) and shall survive the
transfer of the Registrable Securities by the Holders.



     (b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents and employees of such controlling Persons,
to the fullest extent permitted by applicable law, from and against all Losses, as incurred,
arising solely out of or based solely upon any untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto, or arising solely out of or



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based solely upon any omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of prospectus or supplement
thereto, in the light of the circumstances under which they were made) not misleading, to the
extent, but only to the extent, that (i) such untrue statement or omission is contained in or
omitted from any information so furnished by such Holder to the Company for inclusion in the
Registration Statement or such Prospectus, or to the extent that such information relates to (x)
such Holder and was reviewed and approved by such Holder expressly for use in the Registration
Statement, such Prospectus, or such form of prospectus or in any amendment or supplement thereto or
(y) such Holder’s proposed method of distribution of Registrable Securities as set forth in
Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case
of an occurrence of an event of the type described in Section 3(c)(C)(ii), 3(c)(C)(iii),
3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or defective Prospectus after the delivery
to the Holder of written notice from the Company that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in Section 3(m), or (iii) the
foregoing occurs as a result of such Holder’s gross negligence, willful misconduct or violation of
law; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply
to amounts paid in settlement of any Losses if such settlement is effected without the prior
written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding
anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for
only that amount as does not exceed the net proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement, except in the event of willful
misconduct or violation of law.



     (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party promptly shall notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all reasonable fees and expenses incurred in connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent
that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.



     An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party. The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such Proceeding and does not impose any monetary or other obligation or
restriction on the Indemnified Party.




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     (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to
enforce such indemnification in accordance with its terms (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses shall be
deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’
or other reasonable fees or expenses incurred by such party in connection with any Proceeding to
the extent such party would have been indemnified for such fees or expenses if the indemnification
provided for in this Section was available to such party in accordance with its terms.
Notwithstanding anything to the contrary contained herein, the Holder shall be required to
contribute under this Section 5(d) for only that amount as does not exceed the net proceeds to such
Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement,
except in the event of such Holder’s willful misconduct or violation of law.



     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



     The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties. The indemnity and
contribution agreements herein are in addition to and not in diminution or limitation of any
indemnification provisions under the Credit Agreement.



     6. Rule 144.



     As long as any Holder owns Warrants or Warrant Shares, the Company covenants to use
commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Warrants
or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or
15(d) of the Exchange Act, it will use commercially reasonable efforts to prepare and furnish to
the Holders and make publicly available in accordance with



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Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements,
together with a discussion and analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to be included in reports required
by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby,
in the time period that such filings would have been required to have been made under the Exchange
Act.



     7. Miscellaneous.



     (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.



     (b) Notice of Effectiveness. Promptly after the Registration Statement which includes
the Registrable Securities is ordered effective by the Commission, the Company shall deliver to the
transfer agent for such Registrable Securities (with electronic copies to the Holders whose
Registrable Securities are included in such Registration Statement) confirmation that the
Registration Statement has been declared effective by the Commission.



     (e) Specific Enforcement, Consent to Jurisdiction.




                    (i) The Company and the Holders acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which any of them may be
entitled by law or equity.




                    (ii) Each of the Company and the Holders (i) hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts located in New York City, New York
for the purposes of any suit, action or proceeding arising out of or relating to this
Agreement and (ii) hereby waives, and agrees not to assert in any such suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that the venue
of the suit, action or proceeding is improper. Each of the Company and the Holders consents
to process being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof.
Nothing in this Section 7(f) shall affect or limit any right to serve process in any other
manner permitted by law.



11









 





     (f) 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 same shall be in writing and
signed by the Company and the Holders of at least a majority of the Registrable Securities.
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 and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of the Registrable Securities
to which such waiver or consent relates; provided, however, that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.



     (g) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earlier of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified or via e-mail at the e-mail address specified
for notice prior to 5:00 p.m., New York City time, on a Business Day, (ii) the next Business Day
after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified or via e-mail at the e-mail address specified in this Section on a day
that is not a Business Day or later than 5:00 p.m., New York City time, on any date and earlier
than 11:59 p.m., New York City time, on such date, (iii) the Business Day following the date of
mailing, if sent by nationally recognized overnight courier service such as Federal Express or (iv)
actual receipt by the party to whom such notice is required to be given. The addresses for such
communications shall be with respect to each Holder at its address, facsimile or e-mail address set
forth under its name on Schedule 1 attached hereto, or with respect to the Company,
addressed to:


Antares Pharma, Inc.

250 Phillips Boulevard, Suite 290

Ewing, New Jersey 08618

Attention: Chief Financial Officer

Facsimile No.: (609) 359-3015

E-mail: Rapple@antarespharma.com



or to such other address or addresses or facsimile number or numbers or e-mail address or addresses
as any such party may most recently have designated in writing to the other parties hereto by such
notice. Copies of notices to the Company shall be provided to:



Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attention: Joanne R. Soslow

Facsimile No.: (215) 963-5001

E-mail: jsoslow@morganlewis.com



Copies of notices to any Holder shall be sent to the addresses, facsimile numbers or e-mail
addresses, if any, listed on Schedule 1 attached hereto.




12









 








     (h) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns and shall inure to the benefit of
each Holder and its successors and assigns; provided, that the Company may not assign this
Agreement or any of its rights or obligations hereunder without the prior written consent of the
Holders of a majority of the Registrable Securities; and provided, further, that each Holder may
assign its rights hereunder in the manner and to the Persons to the extent, but solely to the
extent, permitted under the Credit Agreement and such Holder’s Warrant and this Agreement.



     (i) Assignment of Registration Rights. The rights of each Holder hereunder shall be
automatically assignable by each Holder to any transferee of such Holder of all or a portion of the
Warrants, the Warrant Shares or the Registrable Securities if: (i) the Holder agrees in writing
with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice of (a) the name
and address of such transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned, (iii) following such transfer or assignment
the further disposition of such securities by the transferee or assignees is restricted under the
Securities Act and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section 7(i), the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement,
and (v) such transfer shall have been made in accordance with the applicable requirements of the
Warrants. The rights to assignment shall apply to the Holders (and to subsequent) successors and
assigns.



     The Company may require, as a condition of allowing such assignment in connection with a
transfer of Warrants, Warrant Shares or Registrable Securities (i) that the Holder or transferee of
all or a portion of the Warrants, Warrant Shares or Registrable Securities as the case may be,
furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to
the effect that such transfer may be made without registration under the Securities Act, (ii) that
the Holder or transferee execute and deliver to the Company an investment letter in form and
substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as
defined in Rule 501(a) promulgated under the Securities Act.



     (j) Counterparts; Facsimile. This Agreement may be executed in any number of
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. In the event that any signature is
delivered by electronic means or facsimile transmission, such signature shall create a valid
binding obligation of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were the original thereof.



     (k) Governing 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 thereof.



13









 





     (l) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive
of any remedies provided by law.



     (m) Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any
respect, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



     (n) Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.



     (o) Registrable Securities Held by the Company and its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or
transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by
reason of its holdings of such Registrable Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.



     (p) Obligations of Purchasers. The Company acknowledges that the obligations of each
Purchaser under this Agreement, are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser under this Agreement. The decision of each Purchaser to enter into to this
Agreement has been made by such Purchaser independently of any other Purchaser. The Company
further acknowledges that nothing contained in this Agreement, and no action taken by any Purchaser
pursuant hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the Purchasers are in any
way acting in concert or as a group with respect to such obligations or the transactions
contemplated hereby. Each Purchaser shall be entitled to independently protect and enforce its
rights, including without limitation, the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any proceeding for such
purpose.



     Each Purchaser has been represented by its own separate legal counsel in their review and
negotiation of this Agreement and with respect to the transactions contemplated hereby. The Company
has elected to provide all Purchasers with the same terms and Agreement for the convenience of the
Company and not because it was required or requested to do so by the Purchasers. The Company
acknowledges that such procedure with respect to this Agreement in no way creates a presumption
that the Purchasers are in any way acting in concert or as a group with respect to this Agreement
or the transactions contemplated hereby or thereby.



14









 





     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed by their respective authorized persons as of the date first indicated above.



COMPANY:




	 	 	 	 	 
	ANTARES PHARMA, INC.	 	 
	 
	 	 	 	 
	 By:

	 	 /s/ JACK E. STOVER
 
  Name:
Jack E. Stover
	 	 
	 

	 	 Title: President & Chief Executive Officer	 	 





[Antares Pharma, Inc. Registration Rights Agreement Signature Page]




 









 








	 	 	 	 	 
	PURCHASERS:	 	 
	 
	 	 	 	 
	MMV FINANCIAL INC.	 	 
	 
	 	 	 	 
	 By:

	 	 /s/ RON PATTERSON
 
  Name:
Ron Patterson
	 	 
	 

	 	 Title: Executive Vice-President	 	 
	 
	 	 	 	 
	HSBC CAPITAL (CANADA) INC.	 	 
	 
	 	 	 	 
	 By:

	 	 /s/ PAUL ELDRIDGE
 
  Name:
Paul Eldridge
	 	 
	 

	 	 Title: Director	 	 
	 
	 	 	 	 
	 By:

	 	 /s/ JOHN PHILP
 
  Name:
John Philp
	 	 
	 

	 	 Title: Managing Director	 	 





[Antares Pharma, Inc. Registration Rights Agreement Signature Page]




 









 








SCHEDULE 1




PURCHASERS




	 	 	 
	Name, Address and Fax Number of	 	 
	Purchaser 	 	Copies of Notices to
	MMV FINANCIAL INC.

95 Wellington Street West

22nd Floor

Toronto, Ontario

M5J 2N7 

Attention: Ron Patterson, Executive

Vice-President

Facsimile No.: (416) 591-1393

*E-mail: rpatterson@mmvf.com


	 	GOODMANS LLP

Barristers & Solicitors

250 Yonge Street, Suite 2400

Toronto, Ontario M5B 2M6

Attention: Michael Partridge

Facsimile No.: (416) 979-1234

*E-mail: mpartridge@goodmans.ca
	 
	 	 
	*HSBC CAPITAL (CANADA) INC.

70 York Street, 7th Floor

Toronto, Ontario M5J 1S9

Attention: Paul Eldridge

Facsimile No.: (416) 868-0067

E-mail: paul_eldridge@hsbc.ca
	 	 








 




			
	*	 	By providing an e-mail address, the party listed above hereby consents to electronic delivery
of the documents and notices required to be delivered pursuant to this Agreement.




 









 










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 American Stock
Exchange, any other exchange or market 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 or in transactions to cover 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).



     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 customarily paid by the issuer 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.