Exhibit 4.2


 


Exhibit B to the

Securities Purchase Agreement


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of September 22, 2003, by and
between MAXIM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
and each Investor whose name appears on the signature pages hereof.


 


A.                                   The Company has agreed, on the terms and
subject to the conditions set forth in the Securities Purchase Agreement, dated
as of September 22, 2003 (the “Securities Purchase Agreement”), to issue
and sell Shares and a Warrant to each Investor. Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Securities Purchase Agreement.


 


B.                                     In order to induce each Investor to enter
into the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act and under applicable state
securities laws.


 


In consideration of the
execution and delivery of the Securities Purchase Agreement by each Investor,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


1.                                       DEFINITIONS.


 


For purposes of this
Agreement, the following terms shall have the meanings specified:


 


“Holder” means any person owning or having the right to acquire,
through exercise of the Warrants or otherwise, Registrable Securities,
including initially each Investor and thereafter any permitted assignee
thereof.


 


“Effective Date” means the date on which the Registration
Statement is declared effective by the Securities and Exchange Commission (the
“Commission”).


 


“Filing Deadline” means the thirtieth (30th) day
following the Closing Date.


 


“Permitted Suspension” has the meaning specified in paragraph
3(e).


 


“Registration Deadline” means, if the Commission does not review
the Registration Statement, the ninetieth (90th) day following the
Closing Date, and if the Commission conducts a review of the Registration
Statement (including a “monitor review”), the one 


 

















 


hundred and twentieth (120th) day
following the Closing Date.


 


“Registration
Period” has the meaning specified in paragraph 2(b).


 


“Registration Statement” means a registration statement filed by
the Company with the Commission in the form required by the Securities Act
covering the resale of the Registrable Securities by the Holders.


 


“Registrable Securities” means the Shares and the Warrant Shares
(whether issued or issuable), and any shares of capital stock issued or
issuable from time to time in replacement of, in exchange for or otherwise in
respect of the Shares or the Warrant Shares.


 


2.                                       REGISTRATION.


 


(a)                                  Registration Statement.  On
or before the Filing Deadline, the Company shall prepare and file with the
Commission the Registration Statement on Form S-3 as a “shelf” registration
statement under Rule 415 covering the resale by the Holders of a number of
shares of Registrable Securities equal to (A) the aggregate number of Shares
issued to the Investors on the Closing Date (after giving effect to any stock
splits, stock dividends or similar events occurring since such date) plus
(B) the aggregate number of Warrant Shares issuable upon exercise of the
Warrants at the Exercise Price then in effect (without giving effect to any
limitation on such exercise). The Registration Statement shall state, to the
extent permitted by Rule 416 under the Securities Act, that it also covers such
indeterminate number of shares of Common Stock as may be required in order to
prevent dilution resulting from stock splits, stock dividends or similar
events.


 


(b)                                 Effectiveness.  The
Company shall use commercially reasonable efforts to cause the Registration
Statement to become effective as soon as practicable following the filing
thereof, but in no event later than the Registration Deadline. The Company
shall respond promptly to any and all comments made by the staff of the
Commission on the Registration Statement, and shall submit to the Commission,
within one (1) Business Day after the Company learns that no review of the Registration
Statement will be made by the staff of the Commission or that the staff of the
Commission has no further comments on the Registration Statement, as the case
may be, a request for acceleration of the effectiveness of the Registration
Statement to a time and date not later than forty-eight (48) hours after the
submission of such request. The Company will maintain the effectiveness of the
Registration Statement until the earliest to occur of (i) the date on which all
of the Registrable Securities eligible for resale thereunder have been publicly
sold pursuant to either the Registration Statement or Rule 144, (ii) the two
year anniversary of the Closing Date and (iii) the date on which all
Registrable Securities (in the reasonable opinion of counsel to the Company)
may be sold to the public pursuant to Rule 144(k) (the period beginning on the
Closing Date and ending on the earliest to occur of (i), (ii) and (iii) above
being referred to herein as the “Registration Period”).


 


(c)                                  Registration Default.  If
(A) the Registration Statement is not filed on or before the Filing Deadline or
declared effective by the Commission on or before the Registration 


 


2

















 


Deadline, or (B) after the
Registration Statement has been declared effective by the Commission, sales of
Registrable Securities cannot be made by a Holder under the Registration
Statement for any reason not within the exclusive control of such Holder (other
than during a Permitted Suspension (as hereinafter defined) or with respect to
Registrable Securities as are then freely saleable pursuant to Rule 144(k))
(each of (A) and (B) being referred to herein as a “Registration Default”),
the Company shall make payments to each Holder equal, to for each thirty (30)
day period in which a Registration Default occurs (prorated for any period of
less than thirty days), one and one-half percent (1.5%) of the Purchase Price
paid by such Holder for the Registrable Securities that are the subject of such
Registration Default. Such payment shall be in addition to any other remedies
available to each Holder at law or in equity or pursuant to the terms hereof,
the other Transaction Documents, or otherwise.


 


3.                                       OBLIGATIONS OF THE COMPANY.


 


In addition to performing
its obligations hereunder, including without limitation those pursuant to
paragraphs 2(a), (b) and (c) above, the Company shall:


 


(a)                                  prepare and file with the Commission such
amendments and supplements to the Registration Statement and the prospectus
used in connection with the Registration Statement as may be necessary to
comply with the provisions of the Securities Act or to maintain the
effectiveness of the Registration Statement during the Registration Period, or
as may be reasonably requested by a Holder in order to incorporate information
concerning such Holder or such Holder’s intended method of distribution;


 


(b)                                 on or before the Closing, secure the listing
of all Registrable Securities on the Nasdaq National Market, and provide each
Holder with reasonable evidence thereof;


 


(c)                                  furnish to each Holder such number of copies
of the prospectus included in the Registration Statement, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such Holder may reasonably request in order to
facilitate the disposition of such Holder’s Registrable Securities;


 


(d)                                 use all commercially reasonable efforts to
register or qualify the Registrable Securities under the securities or “blue
sky” laws of such jurisdictions within the United States as shall be reasonably
requested from time to time by a Holder, and do any and all other acts or
things which may be necessary or advisable to enable such Holder to consummate
the public sale or other disposition of the Registrable Securities in such
jurisdictions; 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 jurisdiction;


 


(e)                                  upon becoming aware of the occurrence of any
event as a result of which the prospectus included in the Registration
Statement, as then in effect, contains an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, (i) immediately notify 


 


3

















 


each Holder of such occurrence,
(ii) as promptly as practicable thereafter, prepare, file and furnish to each
Holder a reasonable number of copies of a supplement or an amendment to such
prospectus as may be necessary so that such prospectus does not contain any
such untrue statement or omission, and (iii) promptly deliver copies of such
amendment or supplement to each Holder; provided, however, that,
upon a determination by the Board of Directors of the Company, made with the
advice of counsel, (A) that information concerning such transaction would be
required to be disclosed in connection with an offering registered under the
Securities Act and (B) that it would not be in the Company’s best interests to
disclose such information publicly, the Company may suspend the use of the
Registration Statement by the Holders for no more than three (3) occurrences in
any twelve (12) month period, each such occurrence not to exceed fifteen (15)
days and, except in the case where such information relates to approval of the
Company’s products by a Governmental Authority, with at least thirty (30) days
having elapsed between each such occurrence (a “Permitted Suspension”);
and provided, further, that the Company shall immediately (i)
notify each Holder in writing of the existence of a Permitted Suspension (but
in no event, without the prior written consent of such Holder, shall the
Company disclose to such Holder any of the facts or circumstances regarding any
material non-public information giving rise to such Permitted Suspension) and
(ii) notify each Holder in writing of the termination of such Permitted
Suspension;


 


(f)                                    use commercially reasonable efforts to
prevent the issuance of any stop order or other order suspending the
effectiveness of the Registration Statement and, if such an order is issued, to
obtain the withdrawal thereof at the earliest possible time and to notify each
Holder of the issuance of such order and the resolution thereof;


 


(g)                                 furnish to each Holder, on the date that the
Registration Statement becomes effective, a letter, dated such date, of outside
counsel representing the Company addressed to such Holder, confirming the
effectiveness of the Registration Statement and, to the knowledge of such
counsel, the absence of any stop order;


 


(h)                                 provide to each Holder and its
representatives the opportunity to conduct a reasonable inquiry of the
Company’s financial and other records during normal business hours and make
available its officers, directors and employees for questions regarding
information which such Holder may reasonably request in order to fulfill any
due diligence obligation on its part;


 


(i)                                     upon request of a Holder, permit counsel for
such Holder to review the Registration Statement and all amendments and
supplements thereto, and any comments made by the staff of the Commission
concerning such Holder and/or the transactions contemplated by the Transaction
Documents and the Company’s responses thereto, within a reasonable period of
time (but in no event less than three (3) Business Days after such Holder has
received such documents) prior to the filing thereof with the Commission (or,
in the case of comments made by the staff of the Commission, within a
reasonable period of time following the receipt thereof by the Company); and


 


(j)                                     in the event that, at any time, the number of
shares available under the Registration Statement is insufficient to cover the
number of Registrable Securities eligible for resale thereunder, including
those issuable under the Warrants (such number to be determined using


 


4

















 


the Exercise Price in effect on
such dates and without regard to any restriction on the ability of a Holder to
exercise such Holder’s Warrant as of such date) the Company shall promptly
amend the Registration Statement or file a new registration statement, in any
event as soon as practicable, but not later than the tenth (10th)
day following written notice from a Holder of the occurrence of such event, so
that the Registration Statement or such new registration statement, or both,
covers all of the Registrable Securities eligible for resale thereunder.  Any Registration Statement filed pursuant to
this paragraph 4 shall state that, to the extent permitted by Rule 416 under
the Securities Act, such Registration Statement also covers such indeterminate
number of additional shares of Common Stock as may become issuable with respect
to the Shares or upon exercise of the Warrants in the event of a stock
dividend, stock split or similar event. Unless and until such amendment or new
Registration Statement becomes effective, each Holder shall have the rights
described in Section 2(c) above.


 


4.                                       OBLIGATIONS OF EACH HOLDER.


 


In connection with the
registration of Registrable Securities pursuant to the Registration Statement,
each Holder shall:


 


(a)  timely furnish to the Company in writing such
information regarding itself and the intended method of disposition of such
Registrable Securities as the Company shall reasonably request in order to
effect the registration thereof;


 


(b)  upon receipt of any notice from the Company
of the happening of any event of the kind described in paragraphs 3(e) or 3(f),
immediately discontinue any sale or other disposition of such Registrable
Securities pursuant to such Registration Statement until the filing of an
amendment or supplement as described in paragraph 3(e) or withdrawal of the
stop order referred to in paragraph 3(f), and use commercially reasonable
efforts to maintain the confidentiality of such notice and its contents;


 


(c) to the extent required
by applicable law, deliver a prospectus to the purchaser of such Registrable
Securities;


 


(d)  notify the Company when it has sold all of
the Registrable Securities held by it; and


 


(e)  notify the Company in the event that any
information supplied by such Holder in writing for inclusion in such Registration
Statement or related prospectus is untrue or omits to state a material fact
required to be stated therein or necessary to make such information not
misleading in light of the circumstances then existing; immediately discontinue
any sale or other disposition of such Registrable Securities pursuant to such
Registration Statement until the filing of an amendment or supplement to such
prospectus as may be necessary so that such prospectus does not contain any
such untrue statement or omission.


 


5

















 


5.                                       INDEMNIFICATION.


 


In the event that any
Registrable Securities are included in the Registration Statement under this
Agreement:


 


(a)                                  To the extent permitted by law, the Company
shall indemnify and hold harmless each Holder, the officers, directors,
employees, agents and representatives of such Holder, and each person, if any,
who controls such Holder within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), against
any losses, claims, damages, liabilities or reasonable out-of-pocket expenses
(whether joint or several) (collectively, including legal or other expenses
reasonably incurred in connection with investigating or defending same, “Losses”),
insofar as any such Losses arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in such
Registration Statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  Subject to the provisions of paragraph 6(c)
below, the Company will reimburse such Holder, and each such officer, director,
employee, agent, representative or controlling person, for any legal or other
expenses as reasonably incurred by any such entity or person in connection with
investigating or defending any Loss; provided, however, that the foregoing
indemnity shall not apply (A) to amounts paid in settlement of any Loss if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), (B) to any Loss to the extent that such Loss is
based upon and is in conformity with written information furnished by such
person expressly for use in such Registration Statement, (C) to any Loss where
such Loss arises out of or is related to the failure of such Holder to comply
with the covenants and agreements contained in this Agreement respecting sales
of Registrable Securities, or (D) to any Loss insofar as it relates to any such
untrue statement or alleged untrue statement or omission or alleged omission
made in the preliminary prospectus but eliminated or remedied in the amended
prospectus on file with the SEC at the time the Registration Statement becomes
effective or in the amended prospectus filed with the SEC pursuant to Rule
424(b) or in the prospectus subject to completion under Rule 434 of the
Securities Act, which together meet the requirements of Section 10(a) of
the Securities Act (the “Final Prospectus”), as long as a copy of the
Final Prospectus is furnished by the Company to such Holder for delivery prior
to the sale giving rise to such Loss.


 


(b)                                 To the extent permitted by law, each Holder
who is named in such Registration Statement as a selling stockholder, acting
severally and not jointly, shall indemnify and hold harmless the Company, the
officers, directors, employees, agents and representatives of the Company, and
each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act, against any Losses to the extent (and only
to the extent) that any such Losses are based upon and in conformity with
written information furnished by such Holder expressly for use in such
Registration Statement. Subject to the provisions of paragraph 6(c) below, such
Holder will reimburse any legal or other expenses as reasonably incurred by the
Company and any such officer, director, employee, agent, representative, or
controlling person, in connection with


 


6

















 


investigating or defending any
such Loss; provided, however, that the foregoing indemnity shall not apply to
amounts paid in settlement of any such Loss if such settlement is effected
without the consent of such Holder (which consent shall not be unreasonably
withheld); and provided, further, that, in no event shall any indemnity under
this subsection 6(b) exceed the net proceeds resulting from the sale of
the Registrable Securities sold by such Holder under such Registration
Statement.


 


(c)                                  Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in and to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel for all indemnified parties to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate under applicable
standards of professional conduct due to actual or potential conflicting
interests between such indemnified party and any other party represented by
such counsel in such proceeding.  The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, to the extent prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 6 with respect to
such action, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 6 or with respect to any other action
unless the indemnifying party is materially prejudiced as a result of not
receiving such notice.


 


(d)                                 In the event that the indemnity provided in
paragraph (a) or (b) of this Section 6 is unavailable or insufficient to
hold harmless an indemnified party for any reason, the Company and each Holder
agree, severally and not jointly, to contribute to the aggregate Losses to
which the Company or such Holder may be subject in such proportion as is
appropriate to reflect the relative fault of the Company and such Holder in
connection with the statements or omissions which resulted in such Losses;
provided, however, that in no case shall such Holder be responsible for any
amount in excess of the net proceeds resulting from the sale of the Registrable
Securities sold by it under the Registration Statement.  Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by the Company or by such Holder.  The Company and each Holder agree that it would
not be just and equitable if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above.  Notwithstanding the
provisions of this paragraph (d), 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 is not guilty of
such fraudulent misrepresentation.  For
purposes of this Section 6, each person who controls a Holder within the
meaning of either the Securities Act or the Exchange Act and each officer,
director, employee, agent or representative of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Securities Act or the Exchange Act and each
officer, director, employee, agent or representative of the Company


 


7

















 


shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).


 


6.                                       REPORTS.


 


With a view to making
available to each Holder the benefits of Rule 144 under the Securities Act (“Rule
144”) and any other similar rule or regulation of the Commission that may
at any time permit such Holder to sell securities of the Company to the public
without registration, the Company agrees to use commercially reasonable efforts
to:


 


(a)                                  make and keep public information available,
as those terms are understood and defined in Rule 144;


 


(b)                                 file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities
Act and the Exchange Act; and


 


(c)                                  furnish to such Holder, so long as such
Holder owns any Registrable Securities, forthwith upon written request (i) a
written statement by the Company, if true, that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) to the extent not publicly available through the Commission’s EDGAR
database, a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested by such Holder in connection
with such Holder’s compliance with any rule or regulation of the Commission
which permits the selling of any such securities without registration.


 


7.                                       MISCELLANEOUS.


 


(a)                                  Expenses of Registration.  All
reasonable expenses, other than underwriting discounts and commissions and fees
and expenses of counsel to each Holder, incurred in connection with the
registrations, filings or qualifications described herein, including (without
limitation) all registration, filing and qualification fees, printers’ and
accounting fees, the fees and disbursements of counsel for the Company, and the
fees and disbursements incurred in connection with the opinion and letters
described in paragraph 4(h) hereof, shall be borne by the Company.


 


(b)                                 Amendment; Waiver.  Except
as expressly provided herein, neither this Agreement nor any term hereof may be
amended or supplemented unless such amendment or supplement is in writing, the
Company delivers a copy of such amendment or supplement to each Holder, and
obtains the written consent of each Holder. No provision hereof may be waived
other than by a written instrument executed by or on behalf of the party
against whom enforcement of any such waiver is sought. The failure of any party
to exercise any right or remedy under this Agreement or otherwise, or the delay
by any party in exercising such right or remedy, shall not operate as a waiver
thereof.


 


(c)                                  Notices.  Any notice, demand or request
required or permitted to be given by


 


8

















 


the Company or a Holder
pursuant to the terms of this Agreement shall be in writing and shall be deemed
delivered (i) when delivered personally or by verifiable facsimile
transmission, unless such delivery is not made prior to 5:00 p.m. (eastern
time) on a Business Day, in which case such delivery will be deemed to be made
on the next succeeding Business Day, (ii) on the next succeeding Business Day
after timely delivery to an overnight courier and (iii) on the Business Day
actually received by the intended recipient if deposited in the U.S. mail
(certified or registered mail, return receipt requested, postage prepaid),
addressed as follows:


 


If to the Company:


 


Maxim Pharmaceuticals, Inc.

8899 University Center Lane, Suite 400

San Diego, CA 92122


Attn: Tony Altig, Chief
Financial Officer


Tel:  (858) 453-4040


Fax: (858) 453-5005


 


with a copy to:


 


Cooley Godward LLP

4401 Eastgate Mall

San Diego, CA 92121


Attn:  Lance Bridges, Esq.


Tel:  (858) 550-6000


Fax:
(858) 550-6420


 


and if to a Holder, to such address as shall
be designated by such Holder in writing to the Company.


 


(d)                                 Assignment.  Upon the transfer of a
Warrant or Registrable Securities by a Holder, the rights of such Holder
hereunder with respect to such Warrant (or part thereof) or securities so transferred
shall be assigned automatically to the transferee thereof, and such transferee
shall thereupon be deemed to be a “Holder” for purposes of this Agreement, as
long as: (i) the Company is, within a reasonable period of time following such
transfer, furnished with written notice of the name and address of such
transferee, (ii) the transferee agrees in writing with the Company to be bound
by all of the provisions hereof, (iii) such transfer is made in accordance with
the applicable requirements of the Securities Purchase Agreement and (iv) such
transfer is made with respect to not less than Registrable Securities
consisting of or exercisable into (without regard to any limitation on such
exercise) at least 100,000 shares of Common Stock (such number subject to
adjustment in the event of a stock split, stock dividend or similar event),
provided that such assignment may be effected without regard to this clause
(iv) in the event that such transfer is made to an Affiliate of such Holder; provided,
however, that the registration rights granted in this Agreement shall
not be transferred to any person or entity that acquires a Warrant or
Registrable Securities pursuant to an effective registration statement under
the Securities Act or pursuant to a public transaction under Rule 144 or any
successor provision thereto.


 


9

















 


(e)                                  Counterparts. 
This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which together shall be deemed one and the same
instrument.  This Agreement, once
executed by a party, may be delivered to any other party hereto by facsimile
transmission.


 


(f)                                    Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
entirely within the State of Delaware.


 


 


[Signature
Pages to Follow]


 


10

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Castle Creek Healthcare
  Partners LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Thomas A. Frei

  	
   

  
	
   

  	
  Name:  Thomas A. Frei

  
	
   

  	
  Title:  Managing Director of
  the Investment Manager

  
							



 


11

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  RHP Master Fund, Ltd.

  	
   

  
	
   

  	
  By:

  	
  Rock Hill Investment
  Management, L.P.

  	
   

  
	
   

  	
  By:

  	
  RHP General Partner, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Keith Marlowe

  	
   

  
	
   

  	
  Name:  Keith Marlowe

  
	
   

  	
  Title:  Director

  
							



 


11.1

















 


 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  SF Capital Partners Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Brian H. Davidson

  	
   

  
	
   

  	
  Name:  Brian H. Davidson

  
	
   

  	
  Title:  Authorized Signatory

  
							



 


11.2

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Smithfield Fiduciary LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Adam J. Chill

  	
   

  
	
   

  	
  Name:  Adam J. Chill

  
	
   

  	
  Title:  Authorized Signatory

  
							



 


11.3

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Mainfield Enterprises Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Avi Vigder

  	
   

  
	
   

  	
  Name:  Avi Vigder

  
	
   

  	
  Title:  Authorized Signatory

  
							



 


11.4

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this Registration
Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Longwood Partners, LP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  John P. McNiff

  	
   

  
	
   

  	
  Name:  John P. McNiff

  
	
   

  	
  Title:  Director

  
							



 


11.5

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Stratford Partners, LP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Chad Comiteau

  	
   

  
	
   

  	
  Name:  Chad Comiteau

  
	
   

  	
  Title:  G.P.

  
							



 


11.6

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  ProMed Offshore Fund, Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Barry Kurokawa

  	
   

  
	
   

  	
  Name:  Barry Kurokawa

  
	
   

  	
  Title:  Managing Director

  
							



 


11.7

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  ProMed Partners, LP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Barry Kurokawa

  	
   

  
	
   

  	
  Name:  Barry Kurokawa

  
	
   

  	
  Title:  Managing Director

  
							



 


11.8

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Vertical Ventures, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Joshua Silverman

  	
   

  
	
   

  	
  Name:  Joshua Silverman

  
	
   

  	
  Title:  Partner

  
							



 


11.9

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Midsummer Investment, Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Scott Kaufman

  	
   

  
	
   

  	
  Name:  Scott Kaufman

  
	
   

  	
  Title:  Managing Director
  Midsummer Capital LLC

  as investment advisor to Midsummer Investment Ltd.

  
							



 


11.10

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  American High Growth
  Equities Retirement Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Elyse R. Goodman

  	
   

  
	
   

  	
  Name:  Elyse R. Goodman for
  Brad Butler

  
	
   

  	
  Title:  Trustee

  
							



 


11.11

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Omicron Master Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Bruce Bernstein

  	
   

  
	
   

  	
  Name:  Bruce Bernstein

  
	
   

  	
  Title:  Managing Partner

  
							



 


11.12

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Satellite Asset
  Management, L.P.,

  on behalf of one or more Account(s) under

  its discretionary investment authority

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Brian S. Kriftcher

  	
   

  
	
   

  	
  Name:  Brian S. Kriftcher

  
	
   

  	
  Title:  Chief Operating
  Officer & Principal

  
							



 


11.13

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Integral Capital Partners
  V Side Fund, L.P.

  	
   

  
	
   

  	
  By

  	
  ICP Management V, LLC

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Pamela K. Hagenah

  	
   

  
	
   

  	
  Name:  Pamela K. Hagenah

  
	
   

  	
  Title:  Manager

  
							



 


11.14

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Integral Capital Partners
  V, L.P.

  	
   

  
	
   

  	
  By

  	
  Integral Capital
  Management V, LLC

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Pamela K. Hagenah

  	
   

  
	
   

  	
  Name:  Pamela K. Hagenah

  
	
   

  	
  Title:  Manager

  
							



 


11.15

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this Registration
Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Integral Capital Partners
  VI  L.P.

  	
   

  
	
   

  	
  By

  	
  Integral Capital
  Management VI, LLC

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Pamela K. Hagenah

  	
   

  
	
   

  	
  Name:  Pamela K. Hagenah

  
	
   

  	
  Title:  Manager

  
							



 


11.16

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Integral Capital Partners
  V SLP Side Fund, LLC

  	
   

  
	
   

  	
  By

  	
  ICP Management V, LLC

  	
   

  
	
   

  	
   

  	
  its Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Pamela K. Hagenah

  	
   

  
	
   

  	
  Name:  Pamela K. Hagenah

  
	
   

  	
  Title:  Manager

  
							



 


11.17

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Portside Growth and
  Opportunity Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Jeffrey Smith

  	
   

  
	
   

  	
  Name:  Jeffrey Smith

  
	
   

  	
  Title:  Authorized Person

  
							



 


11.18

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Cranshire Capital, LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Mitchell P. Kopin

  	
   

  
	
   

  	
  Name:  Mitchell P. Kopin

  
	
   

  	
  Title:  President - Downsview
  Capital

  
	
   

  	
             The General Partner

  
							



 


11.19

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Micro Capital Fund LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Christopher P. Swenson

  	
   

  
	
   

  	
  Name:  Christopher P. Swenson

  
	
   

  	
  Title:  Vice-President

  
							



 


11.20

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Micro Capital Fund Ltd.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Christopher P. Swenson

  	
   

  
	
   

  	
  Name:  Christopher P. Swenson

  
	
   

  	
  Title:  Vice-President

  
							



 


11.21

















 


IN WITNESS WHEREOF, the
Company and the undersigned Investor have executed and delivered this
Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  MAXIM PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anthony E. Altig

  	
   

  
	
   

  	
  Name: 
  Anthony E. Altig

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Investor:  

  	
  Michael & Shelia
  Alessandro

  	
   

  
	
   

  	
  JTWROS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Michael Alessandro & Shelia Alessandro

  	
   

  
	
   

  	
  Name:  

  
	
   

  	
  Title:  

  
							



 


11.22