ex10-16.htm


    
      Exhibit
10.16

       

      REGISTRATION
RIGHTS AGREEMENT

      


      THIS
REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is made as
of November l, 2003, among OMNIMMUNE CORP., a Texas corporation (the "Company"),
and PHILLIP B. COSTA, JR., an individual (the "Holder").

      


      WHEREAS,
pursuant to the terms of that certain Agreement for Consulting Services dated as
of November l, 2003, between the Company and the Holder (the "Consulting
Agreement"), the Holder acquired from the Company a Warrant (the "Initial
Warrant") to purchase shares of the common stock, par value $0.01 per share, of
the Company (the "Common Stock"), which may be exercised to acquire up to an
aggregate of 120,000 shares of Common Stock ("120,000 Shares"), subject to
adjustment;

      


      WHEREAS,
pursuant to the terms of the Consulting Agreement, the Holder may require the
Company to issue to the Holder additional warrants ("Additional Warrants,"
together with the Initial Warrant, the "Warrants"), with each Additional Warrant
being convertible into 15,000 shares of Common Stock, subject to adjustment (the
"Additional Shares," together with the 120,000 Shares, the "Shares");
and

      


      WHEREAS,
the Company wishes to grant the Holder certain registration rights in respect of
the Shares issuable upon the exercise of any of the Warrants described above, as
set forth herein.

      


      NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereby agree as follows:

      


      ARTICLE
I

      DEFINITIONS

      


      As used
in this Registration Rights Agreement, the following terms shall have the
meanings set forth below:

      


      1.1
"Commission" shall mean the Securities
and Exchange Commission or any other federal agency at the time administering
the Securities Act.

      


      1.2
"Holder" shall mean Phillip B. Costa, Jr.
and any permitted successor or transferee.

      


      1.3
"Registrable Securities" shall mean the
Shares, which includes any Common Stock or other capital stock of the Company
issued or issuable at any time or from time to time in respect of the Warrants
or the Shares or upon a stock split, stock dividend, recombination, exchange,
recapitalization or other similar event involving the Company’s Shares or other
securities. Shares of Common Stock that are Registrable Securities shall cease
to be Registrable Securities upon their distribution to the public pursuant to a
registration statement covering all such securities that has been declared
effective under the Securities Act or when the exemption from registration under
Rule 144(k) (or successor Rule) under the Securities Act is available with
respect to the Shares.

      


      1.4 
The terms "register," "registered," and "registration" refer to a registration "effected
by preparing and filing a registration statement in compliance with the
Securities Act, and the
declaration or ordering by the Commission of the effectiveness of such
registration statement.

      


      1.5
"Registration Expenses" shall mean all
expenses, other than Selling Expenses (as defined below), incurred by the
Company in complying with this Registration Rights Agreement, including, without
limitation, all registration, qualification and filing fees, exchange listing
fees, printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company which shall be paid in any event by the
Company).

      


      1.6
"Securities Act" shall mean the
Securities Act of 1933, as amended, or any similar federal statute and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.

      


      1.7
"Selling Expenses" shall mean all
underwriting discounts, selling commissions and stock transfer taxes applicable
to the securities registered by the Holder and, except as set

      forth
above, all fees and disbursements of counsel for the Holder.

      


      1.8
"Underwritten Public Offering" shall mean
a public offering in which the Common Stock is offered and sold on a firm
commitment basis through one or more underwriters, all pursuant to (i) an
effective registration statement under the Securities Act and (ii) an
underwriting agreement between the Company and such underwriters.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
II

      REGISTRATION
RIGHTS

      


      2.1 Piggyback Registration.

      


      2.1.1
Subject to the terms hereof if at any time or from time to time the Company
proposes to register any of its equity securities (except for registration
statements on Forms S-8 or S-4 or otherwise relating to employee benefit plans),
either for its own account or the account of a security holder or the holders of
the Registrable Securities, the Company will promptly give to the holders of the
Registrable Securities written notice thereof no less than 20 days prior to the
filing of such registration statement; and include in such registration (and any
related qualification under blue sky laws or other compliance), and in the
underwriting involved therein, if any, such Registrable Securities as the
holders of Registrable Securities may request in a writing delivered to the
Company within 10 days after such holder's receipt of Company's written
notice.

      


      2.1.2 The
holders of the Registrable Securities may participate in any number of
registrations until all of the Registrable Securities held by such holder have
been distributed pursuant to a registration.

      


      2.1.3 lf
any registration statement registers an offering that is an Underwritten Public
Offering, the right of the holders of Registrable Securities to registration
pursuant to this Section 2.2 shall be conditioned upon such holders'
participation in such reasonable underwriting arrangements as the Company shall
make regarding the offering, and the inclusion of Registrable Securities in the
underwriting shall be limited to the extent provided herein. The holders of the
Registrable Securities and all other shareholders proposing to distribute their
securities through such underwriting shall (together with the Company and the
other holders distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 2.2, if the managing underwriter concludes in its
reasonable judgment that the number of shares to be registered for selling
shareholders (including the holders of the Registrable Securities) would
materially adversely affect such offering, the number of Shares to be
registered, together with the number of shares of Common Stock or other
securities held by other shareholders proposed to be registered in such
offering, shall be reduced on a pro rata basis based on the number of Shares
proposed to be sold by the holders of Registrable Securities as compared to the
number of shares proposed to be sold by all stockholders. If the holders of
Registrable Securities disapprove of the terms of any such underwriting, it may
elect to withdraw therefrom by written notice to the Company and the managing
underwriter, delivered not less than ten days before the effective date. The
Registrable Securities excluded by the managing underwriter or withdrawn from
such underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to 120 days after the effective date
of the registration statement relating thereto, or such other

      shorter
period of time as the underwriters may require.

      


      2.1.4 The
Company shall have the right to terminate or withdraw any registration initiated
by it under this Section prior to the effectiveness of such registration whether
or not the holders of Registrable Securities have elected to include securities
in such registration.

      


      2.2 Expenses of Registration. 

       

      All
Registration Expenses shall be borne by the Company. Unless otherwise stated
herein, all Selling Expenses relating to securities registered on behalf of the
holders of Registrable Securities shall be borne by such holders.

      


      2.3 Best Registration Rights. 

       

      If on or
after the date of this Registration Rights Agreement, the Company grants to any
person with respect to any security issued by the Company or any of its
subsidiaries registration rights that provide for terms that are in any manner
more favorable to the holder of such registration rights than the terms granted
to the holders of Registrable Securities (or if the Company amends or waives any
provision of any Agreement providing registration rights of others or takes any
other action whatsoever to provide for terms that are more favorable to other
holders than the terms provided to the holders of Registrable Securities) then
this Registration Rights Agreement shall immediately be deemed amended to
provide the holders of Registrable Securities with any (or all) of such more
favorable terms as such holders shall elect to include herein.

      


      2.4 Registration Procedures. 

       

      In the
case of each registration, qualification or compliance effected by the Company
pursuant to this Registration Rights Agreement, the Company will keep the
holders of the Registrable Securities advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense, the Company will:

      


      2.4.1
prepare and file with the Commission a registration statement which includes the
Registrable Securities and use its commercially reasonable efforts to cause such
registration statement to become and remain effective

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.4.2
prepare and file with the Commission such amendments and post-effective
amendments to a registration statement as may be necessary to keep the
registration statement effective for a period of not less than six months (or
such shorter period which will terminate when all Registrable Securities covered
by such registration statement have been sold or withdrawn, but not prior to the
expiration of the 90-day period referred to in Section 4(3) of the Securities
Act and Rule 174 thereunder, if applicable); cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such registration statement during the
applicable period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement or supplement to the
prospectus;

      


      2.4.3
provide the holders of the Registrable Securities with a reasonable opportunity
to review the registration statement before the filing of the registration
statement with the Commission,

      


      2.4.4
with respect to an Underwritten Public Offering, furnish to each underwriter
such number of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such underwriter may reasonably request in order to facilitate the public
sale of the shares by such underwriter and promptly furnish to each underwriter
and the holders of Registrable Securities notice of any stop-order or similar
notice issued by the Commission or any state agency charged with the regulation
of securities, and notice of Nasdaq or securities exchange listing;

      


      2.4.5
furnish, without charge, to each seller of Registrable Securities covered by
such registration statement, such number of conformed copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus
and, in each case, including all exhibits thereto and documents incorporated by
reference therein) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities or
other shares of Common Stock owned by such seller;

      


      2.4.6
promptly furnish to each underwriter, if any, and the holders of Registrable
Securities notice of any stop·order or similar notice issued by the Commission
or any state agency charged with the regulation of securities and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered;

      


      2.4.7 use
its reasonable best efforts to register or qualify the Registrable Securities or
other shares of Common Stock covered by such registration statement under such
other securities or blue sky laws of such jurisdictions as the holders of the
Registrable Securities shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement remains in
effect and to do any and all other acts and things which may be reasonably
necessary or advisable to, enable the holders of the Registrable Securities to
consummate the disposition in such jurisdictions of any such Registrable
Securities or other shares of Common Stock owned by the holders of the
Registrable Securities; provided, however, that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 2.5.6, (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such

      Jurisdiction;

      


      2.4.8
notify each holder of Registrable Securities, at a time when a prospectus
relating to such Registrable Securities is required to be delivered under the
Securities Act, of the occurrence of any event known to the Company as a result
of which the prospectus included in such registration statement, as then in
effect, contains an untrue statement of a material fact or omits to state any
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made, and, at
the request of any holder of Registrable Securities, the Company shall prepare
and furnish 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 under which they were made;

      


      2.4.9
during the period when the prospectus is required to be delivered under the
Securities Act, promptly file all documents required to be filed with the
Commission pursuant to Sections 12(a), l3(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and

      


      2.4.10 on
the prior written request of any holder of Registrable Securities, file such
prospectus supplements or post-effective amendments to any registration
statement filed pursuant to Article II hereof as may be required in connection
with any transfer of the rights under this Registration Rights Agreement by such
holder as permitted under Section 2.10 hereof

      


      2.5 Listing Application; Maintenance 0f Listed
Status.

      


      2.5.1 At
the election of the holders of the Registrable Securities, if the Company meets
the standards required for listing or trading securities with such
organizations, the Company shall cause the Shares to be listed for trading on
The New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX") or
the National Market System of the Nasdaq Stock Market, Inc. ("NASDAQ"), or if
not available, the Small Cap Market of the Nasdaq Stock Market, Inc., and
provide the holder of Registrable Securities with notice of any such
listing.

      


      2.5.2
Once listed as set forth in Section 2.6.1, the Company shall use its reasonable
best efforts to maintain its status as a listed company on the NYSE, AMEX,
NASDAQ or Small Cap Market of the Nasdaq Stock Market, Inc., as the case may be.
In the event the Company should be de-listed, for whatever reason, the Company
agrees to use its reasonable best efforts to regain its status as a listed
company on the NYSE or the National Market System of the Nasdaq Stock Market,
Inc. or, if not available, the Small Cap Market of the Nasdaq Stock Market,
Inc,

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      2.6 Indemnification.

      


      2.6.1 To
the extent permitted by law, the Company will indemnify the holder of
Registrable Securities, each of its officers and directors and partners, and
each person controlling such holder of Registrable Securities within the meaning
of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
to the extent such expenses, claims, losses, damages or liabilities arise out of
or are based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, prospectus, offering circular or
other similar document, or any amendment or supplement thereto, incident to any
such registration, qualification or compliance, or based on any 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 in
which they were made, not misleading, or any violation by the Company of the
Securities Act or any rule or regulation promulgated under the Securities Act
applicable to the Company in connection with any such registration,
qualification or compliance, and the Company will reimburse each holder of
Registrable Securities, each of its officers and directors and partners, and
each person controlling such holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, provided, however, that the indemnity
contained herein shall not apply to amounts paid in settlement of any claim,
loss, damage, liability or expense if settlement is effected without the consent
of the Company (which consent shall not unreasonably be withheld), provided,
further, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by each holder of Registrable Securities, such controlling person or
such underwriter specifically for use therein. Notwithstanding the foregoing,
insofar as the foregoing indemnity 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 Commission at the time the registration statement becomes
effective or in the final prospectus filed with the Commission pursuant to the
applicable rules of the Commission or in any supplement or addendum thereto, the
indemnity agreement herein shall not inure to the benefit of any underwriter if
a copy of the final prospectus filed pursuant to such rules, together with all
supplements and addenda thereto, was not furnished to the person or entity
asserting the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Securities Act.

      


      2.6.2 To
the extent permitted by law, each holder of Registrable Securities will, if
securities held by the such holder are included in the securities as to which
such registration, qualification or compliance is being effected pursuant to
terms hereof, indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Securities Act, and each other person selling the
Company’s securities covered by such registration statement, each of such
person's officers and directors and each person controlling such persons within
the meaning of Section 15 of the Securities Act, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, 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, or any violation by each holder of the Registrable
Securities of any rule or regulation promulgated under the Securities Act
applicable to such holder and relating to action or inaction required of the
holders of Registrable Securities in connection with any such registration,
qualification or compliance, and will reimburse the Company, such other persons,
such directors, officers, persons, underwriters or control persons for any legal
or other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such holder
specifically for use therein; provided, however, that the indemnity contained
herein shall not apply to amounts paid in settlement of any claim, loss, damage,
liability or expense if settlement is effected without the consent of such
holder of Registrable Securities (which consent shall not be unreasonably
withheld). Notwithstanding the foregoing, the liability of such holder of the
Registrable Securities under this subsection (b) shall be limited in an amount
equal to the net proceeds from the sale of the shares sold by such holder of
Registrable Securities, unless such liability arises out of or is based on
willful conduct by such holder. In addition, insofar as the foregoing indemnity
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 Commission at the time the
registration statement becomes effective or in the final prospectus filed
pursuant to applicable rules of the Commission or in any supplement or addendum
thereto, the indemnity agreement herein shall not inure to the benefit of the
Company or any underwriter if a copy of the final prospectus filed pursuant to
such rules, together with all supplements and addenda thereto, was not furnished
to the person or entity asserting the loss, liability, claim or damage at or
prior to the time such furnishing is required by the Securities
Act.

      


      2.6.3
Notwithstanding the foregoing paragraphs (a) and (b) of this Section, each party
entitled to indemnification under this Section (the "Indemnified Party") shall
give notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom,
provided that counsel for the indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party's expense, 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 under this Agreement unless
the failure to give such notice is materially prejudicial to an indemnifying
Party's ability to defend such action and provided further, that the
indemnifying Party shall not assume the defense for matters as to which there is
a conflict of interest or as to which the indemnifying Party is asserting
separate or different defenses, which defenses are inconsistent with the
defenses of the indemnified Party. No indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional tern thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation. No indemnified Party shall consent to entry of any
judgment or enter into any settlement without the consent of each indemnifying
Party.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.6.4 If
the indemnification provided for in this Section is unavailable to an
indemnified Party in respect of any losses, claims, damages or liabilities
referred to therein, 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, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and all shareholders offering securities in the
offering (the "Selling Security Holders") on the other from the offering of the
Company's securities, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Selling Security Holders
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Selling Security Holders on the other shall be the net proceeds
from the offering (before deducting expenses) received by the Company on the one
hand and the Selling Security Holders on the other. The relative fault of the
Company on the one hand and the Selling Security Holders on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Selling
Security Holders and the parties' relevant intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Security Holders agree that it would not be just and
equitable if contribution pursuant to this Section were based solely upon the
number of entities from whom contribution was requested or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section. The amount paid or payable by an indemnified
Party as a result of the losses, claims, damages and liabilities referred to
above in this Section shall be deemed to include any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim, subject to the provisions hereof
Notwithstanding the provisions of this Section, no Selling Security Holder shall
be required to contribute any amount or make any other payments under this
Agreement which in the aggregate exceed the proceeds received by such Selling
Security Holder. No person guilty of fraudulent misrepresentation (within the
meaning of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

      


      2.7 Certain Information.

      


      2.7.1 The
holders of the Registrable Securities agree, with respect to any Registrable
Securities included in any registration, to furnish to the Company such
information regarding such holder, the Registrable Securities and the
distribution proposed by such holder as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to herein.

      


      2.7.2 The
failure of the holders of the Registrable Securities to furnish the information
requested pursuant to this Section shall not affect the obligation of the
Company to any other selling security holders who furnish such information
unless, in the reasonable opinion of counsel to the Company or the underwriters,
such failure impairs or may impair the legality of the Registration Statement or
the underlying offering.

      


      2.8 Rule 144 Reporting. 

       

      With a
view to making available the benefits of certain rules and regulations of the
Commission which may at any time permit the sale of Restricted Securities (used
herein as defined in Rule 144 under the Securities Act) to the public without
registration, the Company agrees to use its best lawful efforts to:

      


      2.8.1
make and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act, at all times during which the
Company is subject to the reporting requirements of the Exchange
Act,

      


      2.8.2
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 (at all
times during which the Company is subject to such reporting requirements);
and

      


      2.8.3 so
long as any holders of Registrable Securities owns any Restricted Securities (as
defined in Rule 144 promulgated under the Securities Act), to furnish to such
holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 and with regard to
the Securities Act and the Exchange Act (at all times during which the Company
is subject to such reporting requirements), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of the
Company and other information in the possession of or reasonably obtainable by
the Company as such holder of the Registrable Securities may reasonably request
in availing itself of any rule or regulation of the Commission allowing such
holder to sell any such securities without registration.

      


      2.9 Transferability. 

       

      The
rights conferred by this Registration Rights Agreement shall be freely
transferable to a recipient of Registrable Securities that agrees to become a
party to this Agreement, subject to the same rights and obligations of the
Holder hereunder.

      


      2.10
Governing Law. 

       

      This
Registration Rights Agreement shall be governed in all respects by the laws of
the State of Texas.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.11
Entire Agreement; Amendment.


       

      This
Registration Rights Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subject hereof This
Registration Rights Agreement, or any provision hereof may be amended, waived,
discharged or terminated upon the written consent of the Company and the
Holder.

      


      2.12
Notices, etc. 

       

      All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by registered or certified mail, postage prepaid, or
otherwise delivered by hand or by messenger including Federal Express or similar
courier service, addressed (a) if to the Holder, to: Phillip B. Costa, Jr., 5444
Westheimer, Suite 1580, V Houston, Texas 77056, or at such other address as the
Holder shall have furnished to the Company in writing, or (b) if to the Company,
to: Omnimmune Corp., 4600 Post Oak Place, Suite 152, Houston, Texas 77027, or at
such other address as the Company shall have furnished to the Holder. Each such
notice or other communication shall for all purposes of this Agreement be
treated as effective upon receipt.

      


      2.13
Delays or Omissions. 

       

      Except as
expressly provided herein, no delay or omission to exercise any right, power or
remedy accruing to any party to this Registration Rights Agreement shall impair
any such right, power or remedy of such party nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under
this Registration Rights Agreement, or any waiver on the part of any party of
any provisions or conditions of this Registration Rights Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Registration Rights Agreement or by law
or otherwise afforded to any party to this Registration Rights Agreement, shall
be cumulative and not alternative.

      


      2.14
Counterparts. 

       

      This
Registration Rights Agreement may be executed in any number of counterparts,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one
instrument.

      


      2.15
Severability. 

       

      In the
event that any provision of this Registration Rights Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Registration Rights Agreement shall continue in full force and effect
without said provision.

      


      2.16
Titles and Subtitles. 

       

      The
titles and subtitles used in this Registration Rights Agreement are used for
convenience only and are not considered in construing or interpreting this
Registration Rights Agreement.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      THE
COMPANY'S SIGNATURE PAGE

      


      IN
WITNESS WHEREOF, the Company has executed this Registration Rights Agreement
effective upon the date first set forth above.

      


      OMNIMMUNE
CORP.

      By: /s/ Harris A.
Lichtenstein        


      Harris A.
Lichtenstein, President

      


      


      


      THE
HOLDER’S SIGNATURE PAGE

      


      IN
WITNESS WHEREOF, the Holder has signed this Registration Rights Agreement as of
the date first written above.

      


      By: /s/Phillip B. Costa,
Jr.             


      Phillip
B. Costa, Jr.