Exhibit
        10.3

       

      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Registration Rights Agreement (the “Agreement”) is made and entered into as of
        this 30th day of June, 2008 by and between NexMed, Inc., a Nevada corporation
        (the “Company”), and the “Purchasers” named in that Purchase Agreement of even
        date herewith by and between the Company and the Purchasers (the “Purchase
        Agreement”).

      


      The
        parties hereby agree as follows:

      


      1. Certain
        Definitions

      


      As
        used
        in this Agreement, the following terms shall have the following
        meanings:

      


      “Common
        Stock”
shall
        mean the Company’s common stock, par value $0.001 per share.

      


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

      


      “Notes”
shall
        mean the Company’s 7% Convertible Notes Due December 31, 2011 issued and sold to
        the Purchasers pursuant to the Purchase Agreement. 

      


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

      


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

      


      “Registrable
        Securities”
shall
        mean (a) the Underlying Shares (without regard to any limitations on beneficial
        ownership contained in the Notes) or other securities issued or issuable
        to each
        Holder or its permitted transferee or designee (i) upon conversion of the
        Notes,
        or (ii) upon any distribution with respect to, any exchange for or any
        replacement of such Notes or (iii) upon any conversion, exercise or exchange
        of
        any securities issued in connection with any such distribution, exchange
        or
        replacement; (b) securities issued or issuable upon any stock split, stock
        dividend, recapitalization or similar event with respect to the foregoing;
        and
        (c) any other security issued as a dividend or other distribution with respect
        to, in exchange for or in replacement of the securities referred to in the
        preceding clauses.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      “SEC”
means
        the U.S. Securities and Exchange Commission.

      


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

      


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

      


      2. Registration.

      


      (a) Registration
        Statements.
        Promptly following the closing of the purchase and sale of the Notes
        contemplated by the Purchase Agreement (the “Closing Date”) (but no later than
        thirty (30) days after the Closing Date), the Company shall prepare and file
        with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not
        then
        available to the Company, on such form of registration statement as is then
        available to effect a registration for resale of the Registrable Securities,
        subject to the Investor’s consent) covering the resale of the Registrable
        Securities in an amount equal to 130% of the number of shares of Common Stock
        necessary to permit the conversion in full of the Notes (without regard to
        any
        limitations on beneficial ownership contained therein). Such Registration
        Statement also shall cover, to the extent allowable under the 1933 Act and
        the
        Rules promulgated thereunder (including Rule 416), such indeterminate number
        of
        additional shares of Common Stock resulting from stock splits, stock dividends
        or similar transactions with respect to the Registrable Securities. Except
        for
        250,000 shares of Common Stock underlying warrants issued to Southpoint Master
        Fund LP, no securities shall be included in the Registration Statement other
        than the Registrable Securities without the consent of the Investors holding
        a
        majority of the Registrable Securities (on an as-converted basis), which
        consent
        shall not be unreasonably withheld. The Registration Statement (and each
        amendment or supplement thereto, and each request for acceleration of
        effectiveness thereof) shall be provided in accordance with Section 3(c)
        to the
        Investor and its counsel prior to its filing or other submission. In the
        event
        any Registrable Securities are not covered by the Registration Statement,
        the
        Company shall promptly amend such Registration Statement or prepare and file
        with the SEC a new Registration Statement in accordance with the terms hereof
        in
        order to cause such Registrable Securities to be covered by a Registration
        Statement. If the Registration Statement covering the Registrable Securities
        is
        not filed within 30 days following the Closing Date, then the Company will
        make
        pro-rata payments to the Purchasers as liquidated damages and not as a penalty,
        in an amount equal to 2% of the sum of the aggregate principal amount then
        outstanding under the Notes for each month (or portion thereof) following
        such
        30th
        day
        during which such Registration Statement has not yet been filed. Each such
        payment shall be due and payable within five (5) days of the end of each
        month
        (or ending portion thereof) until such Registration Statement is so filed.
        Such
        payments shall be in partial compensation to the Purchasers, and shall not
        constitute the Purchasers’ exclusive remedy for such events.


      
        
          
          

        

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

      


      (c) Effectiveness.
        

      


      (i)
        The
        Company shall use its best efforts to have each Registration Statement declared
        effective as soon as practicable, but in no event later than the earlier
        of (a)
        120 days following the Closing Date (or the date of the occurrence of additional
        Registrable Securities, as the case may be) and (b) 5 days following the
        date on
        which the SEC notifies the Company or its counsel that the Registration
        Statement is not subject to any further review. In connection therewith,
        the
        Company shall respond to all SEC comments on the Registration Statement and
        file
        any amendments to the Registration Statement within 15 business days following
        any date on which the SEC furnishes comments to, asks questions of, or requests
        further information from, the Company or its counsel with respect to the
        Registration Statement or any part thereof or any document incorporated by
        reference therein. After any Registration Statement is declared effective
        by the
        SEC, the Company shall cause such Registration Statement to remain effective
        in
        accordance with the terms hereof, subject to permitted suspension of such
        effectiveness only for Allowed Delays (as defined below). On or prior to
        the
        date any Registration Statement is declared effective by the SEC, the Company
        shall cause the Registrable Securities to be specifically listed or included
        for
        quotation on an Approved Market, and maintain such listing and quotation
        for the
        Registrable Securities and the Common Stock in general.

       

      (ii)
        For
        not more than twenty (20) consecutive Trading Days (as defined in the Notes)
        and
        for a total of not more than thirty (30) Trading Days in any twelve (12)
        consecutive month period, the Company may delay the disclosure of material
        non-public information concerning the Company, by terminating or suspending
        effectiveness of any registration contemplated by this Section not containing
        such information, the disclosure of which at the time is not, in the good
        faith
        opinion of the Company, in the best interests of the Company (an “Allowed
        Delay”); provided, that the Company shall promptly (a) notify the Investor in
        writing of the existence of (but in no event, without the prior written consent
        of the Investor, shall the Company disclose to the Investor any of the facts
        or
        circumstances regarding) material non-public information giving rise to an
        Allowed Delay, and (b) advise the Investor in writing to cease all sales
        under
        the Registration Statement until the end of the Allowed Delay. The duration
        of
        the Registration Period will be extended by the number of days of any and
        all
        Allowed Delays.

      


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


      
        
          
          

        

        
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      (e) Registration
        Defaults.
        If (A)
        the Registrable Securities specifically are not listed or included for quotation
        on an Approved Market or trading of the Common Stock is suspended or halted
        thereon, or (B) the Company fails, refuses or is otherwise unable to timely
        issue Underlying Shares in accordance with the terms of the Notes, or unlegended
        certificates for the Underlying Shares as required under the Agreements,
        in each
        case within ten (10) business days following the Purchaser’s written demand for
        issuance of such Underlying Shares or certificates, then the Company will
        make
        pro-rata payments to the Purchasers as liquidated damages and not as a penalty,
        in an amount equal to 2% of the sum of the aggregate principal amount then
        outstanding under the Notes for each month (pro rated for partial months)
        following the Registration Date during which any of the events described
        in (A),
        (B), (C) or (D) above occurs and is continuing (the “RRA Default Period”). Each
        such payment shall be due and payable within five (5) days of the end of
        each
        month (or ending portion thereof) of the RRA Default Period until the
        termination of the RRA Default Period. Such payments shall be in partial
        compensation to the Purchasers, and shall not constitute the Purchasers’
exclusive remedy for such events. The RRA Default Period shall terminate
        upon
        (x) listing or inclusion and/or trading of the Registrable Securities on
        an
        Approved Market in the case of (A) above, and (y) delivery of such shares
        in the
        case of (B) above. The amounts payable as liquidated damages pursuant to
        this
        paragraph shall be payable in lawful money of the United States.

      


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

      


      (a) use
        its
        best efforts to cause such Registration Statement to become effective and
        to
        remain continuously effective for a period (the “Registration Period”) that will
        terminate upon the earlier of the date on which all Registrable Securities,
        covered by such Registration Statement, as amended from time to time (i)
        have
        been sold or (ii) become available for resale without registration or limitation
        pursuant to Rule 144 of the 1933 Act (but not less than one year following
        the
        Closing Date). 

      


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

      


      (c) permit
        counsel designated by the Investor to review each Registration Statement
        and all
        amendments and supplements thereto no fewer than five (5) business days prior
        to
        their filing with the SEC and not file any document to which such counsel
        reasonably objects on the basis that such document contains a material
        misstatement or omission; 


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


      4. Obligations
        of the Investor.

      


      (a) It
        shall
        be a condition precedent to the obligations of the Company to complete the
        registration pursuant to this Agreement with respect to the Registrable
        Securities, that the Investor shall furnish in writing to the Company such
        information regarding itself, the Registrable Securities held by it and the
        intended method of disposition of the Registrable Securities held by it,
        as
        shall be reasonably required to effect the registration of such Registrable
        Securities, and shall execute such documents in connection with such
        registration as the Company may reasonably request. At least fifteen (15)
        business days prior to the first anticipated filing date of any Registration
        Statement, the Company shall notify the Investor of the information the Company
        requires from the Investor if the Investor elects to have any of the Registrable
        Securities included in the Registration Statement. The Investor shall provide
        such information to the Company at least ten (10) business days prior to
        the
        first anticipated filing date of such Registration Statement if the Investor
        elects to have any of the Registrable Securities included in the Registration
        Statement.

      


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


      
        
          
          

        

        
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      (c) In
        the
        event the Company determines to engage the services of an underwriter, the
        Investor agrees to enter into and perform its obligations under an underwriting
        agreement, in usual and customary form, including, without limitation, customary
        indemnification and contribution obligations, with the managing underwriter
        of
        such offering and take such other actions as are reasonably required in order
        to
        expedite or facilitate the dispositions of the Registrable
        Securities.

      


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

      


      (e) The
        Investor may not participate in any underwritten registration hereunder unless
        it (i) agrees to sell the Registrable Securities on the basis provided in
        any
        underwriting arrangements in usual and customary form entered into by the
        Company, (ii) completes and executes all questionnaires, powers of attorney,
        indemnities, underwriting agreements and other documents reasonably required
        under the terms of such underwriting arrangements, and (iii) agrees to pay
        its
        pro rata share of all underwriting discounts and commissions and any expenses
        in
        excess of those payable by the Company pursuant to the terms of this Agreement.
        

      


      5. Indemnification.

      


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


      
        
          
          

        

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

      


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


      
        
          
          

        

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

      


      6. Miscellaneous.

      


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

      


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

      


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


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      [REMAINDER
        OF PAGE INTENTIONALLY BLANK]


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


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


      

        
          	
                  The
                    Company:

                	
                  NEXMED,
                    INC.

                
	 	 
	 	
                  By:

                	
                  /s/
                    Vivian Liu

                
	 	
                  Name: 
                    Vivian Liu

                
	 	
                  Title:   
                    President and CEO

                


        

         

        
          	
                  The
                    Investors:

                	
                  THE
                    TAIL WIND FUND LTD.

                
	 	
                  By:

                	
                  TAIL
                    WIND ADVISORY AND

                
	 	 	
                  MANAGEMENT
                    LTD., as

                
	 	 	
                  investment
                    manager

                
	 	 	 
	 	 	
                  By:

                	
                  /s/
                    David Crook

                
	 	 	
                  Name: David
                    Crook

                
	 	 	
                  Title:  
                    CEO

                


        

         

        
          	 	
                  SOLOMON
                    STRATEGIC HOLDINGS, INC.

                
	 	 
	 	
                  By:

                	
                  /s/
                    Andrew P. MacKellar

                
	 	
                  Name: 
                    Andrew P. MacKellar

                
	 	
                  Title:   
                    Director

                


        

      

       

      
        
          
          

        

        
          11