ex10-2





Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT



            This Registration Rights Agreement (this “Agreement”) is made and entered
into as of July 3, 2001, among Antex Biologics Inc., a Delaware corporation
(the “Company”), and the parties who have executed this Agreement and whose
names appear on Schedule I hereto (each party listed on Schedule I hereto is
sometimes individually referred to herein as a “Purchaser” and all such parties
are sometimes collectively referred to herein as the “Purchasers”).


            This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof among the Company and the Purchasers (the “Purchase
Agreement”).


            The Company and the Purchasers hereby agree as follows:


      1.   Definitions


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


            “Additional Investment” has the meaning set forth in the Purchase
Agreement.


            “Advice” has the meaning set forth in Section 3(n) hereof.


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


            “AMEX” means the American Stock Exchange.


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


            “Certificate of Designation” has the meaning set forth in the Purchase
Agreement.


            “Commission” means the Securities and Exchange Commission.


            “Common Stock” means the Company’s common stock, par value $.01 per share.

 








            “Effectiveness Date” means the date on which the Commission declares the
Registration Statement effective.


            “Effectiveness Period” has the meaning set forth in Section 2(a) hereof.


            “Event” has the meaning set forth in Section 2(d) hereof.


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


            “Filing Date” means the date on which the Registration Statement is filed
with the Commission, which shall be as soon as practicable, but no later than
30 days, after the closing date of the Additional Investment (as defined in the
Purchase Agreement) or August 30, 2001, whichever is earlier.


            “Holder” or “Holders” means the holder or holders, as the case may be,
from time to time of Registrable Securities.


            “Indemnified Party” has the meaning set forth in Section 5(c) hereof.


            “Indemnifying Party” has the meaning set forth in Section 5(c) hereof.


            “Initial Registration Statement” has the meaning set forth in Section 2(a)
hereof.


            “Liquidity Impairment Payment” has the meaning set forth in Section 2(d)
hereof.


            “Losses” has the meaning set forth in Section 5(a) hereof.


            “Majority Holders” means the Holders of more than fifty percent (50%) of
the Registrable Securities.


            “Material Condition” has the meaning set forth in Section 3(q) hereof.


            “National Market” means the AMEX, the NASDAQ National Market, the NASDAQ
SmallCap Market or the New York Stock Exchange.


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


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


            “Prospectus” means the prospectus included in the Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A

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


                  “Registrable Securities” means the shares of Common Stock issued or
issuable upon (i) conversion of the Securities, (ii) payment of dividends in
respect of the Securities, (iii) exercise of the Warrants, and (iv) any shares
of the Company’s capital stock issued with respect to (i), (ii) or (iii) as a
result of any stock split, stock dividend, recapitalization, exchange,
anti-dilution adjustment or similar event or otherwise.


            “Registration Statement” means the Initial Registration Statement and any
additional registration statements contemplated herein, including (in each
case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference in such registration
statement.


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


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


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


            “Securities” means the Company’s Series B Convertible Preferred Stock
issuable pursuant to the Purchase Agreement and in connection with the
Additional Investment.


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


            “Special Counsel” means one special counsel to the Holders designated from
time to time by the Majority Holders.


            “Stated Value” has the meaning set forth in the Certificate of
Designation.


            “Trading Day” shall mean a day on which the National Market on which the
Common Stock is listed, traded or quoted is open for trading.


            “Underlying Shares” means the shares of Common Stock issuable upon
conversion of the Securities and exercise of the Warrants.

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            “Underwritten Registration or Underwritten Offering” means a registration
in connection with which securities of the Company are sold to an underwriter
for reoffering to the public pursuant to an effective registration statement,
whether on a firm commitment or reasonable efforts basis.


            “Warrants” means the Class E warrants and Class F warrants issuable
pursuant to the Purchase Agreement and in connection with the Additional
Investment.


      2.   Registration Requirements


            (a)   Filing and Effectiveness Obligations. On or prior to the Filing Date,
the Company shall prepare and file with the Commission a Registration Statement
(the “Initial Registration Statement”) which shall cover all Registrable
Securities for an offering to be made on a continuous basis pursuant to a
“Shelf” registration statement under Rule 415. The Initial Registration
Statement shall be on Form S-3 or any successor form (except if the Company is
not then eligible to register for resale the Registrable Securities on Form
S-3, in which case such registration shall be on Form S-1 or any successor
form). The Company shall use its reasonable efforts to cause the Initial
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event prior to the
120th day following the closing date of the Additional Investment (as defined
in the Purchase Agreement) or November 28, 2001, whichever is earlier, and to
keep such Initial Registration Statement continuously effective under the
Securities Act, (subject to Section 3(q)) from the Effectiveness Date until the
date when all Registrable Securities covered by such Initial Registration
Statement have been sold or may be sold without volume restrictions pursuant to
Rule 144 as determined by counsel to the Company pursuant to a written opinion
letter, addressed to the Holders and the Company’s transfer agent to such
effect (the “Effectiveness Period”). The number of shares of Common Stock
initially included in the Initial Registration Statement shall be no less than
100% of the maximum number of Underlying Shares then issuable, assuming that
the payment of all future dividends on such shares then outstanding were made
in shares of Common Stock and assuming the maximum adjustment to the Initial
Conversion Price in Section 5(a)(i) of the Certificate of Designation, without
regard to any limitation on the Holder’s ability to convert the Securities or
exercise the Warrants.


            (b)   [Intentionally Omitted]


            (c)   Underwriter. If any of the Registrable Securities are to be sold in
an Underwritten Offering, the investment banker that will administer the
offering shall be selected by the Holders of a majority of the Registrable
Securities included in such offering. No Holder may participate in any
Underwritten Offering hereunder unless such Holder (i) agrees to sell its
Registrable Securities on the basis provided in any underwriting agreements
approved by the Persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such arrangements.


            (d)   Penalties. If (i) the Initial Registration Statement covering all the
applicable Registrable Securities and required to be filed by the Company
pursuant to this Agreement is not filed with the Commission on or before the
Filing Date, (ii) the Effectiveness

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Date does not occur within 120 days of the closing date of the Additional
Investment (as defined in the Purchase Agreement) or by November 28, 2001,
whichever is earlier or (iii) on any day after the Registration Statement has
been declared effective by the Commission (A) sales of all the Registrable
Securities required to be included on a Registration Statement cannot be made
pursuant to the Registration Statement because of a failure to keep the
Registration Statement effective, to disclose such information as is necessary
for sales to be made pursuant to the Registration Statement, or to register
sufficient shares of Common Stock, but excluding any “black-out periods”
pursuant to Section 3(q) hereof or (B) the Common Stock is not listed or
included for quotation on a National Market (each such event specified in (i),
(ii) and (iii) above, an “Event”), then, as its sole monetary relief for the
damages to any Holder by reason of any such delay in or reduction of its
ability to sell the Registrable Securities (which remedy shall not be exclusive
of any other remedies available in equity), the Company shall pay to each
Holder, upon the occurrence of each such Event, an amount (a “Liquidity
Impairment Payment”) equal to the product of (a) the Stated Value, (b) the
number of Securities outstanding on the date of the Event, (c) (.015/365) and
(d) the actual number of business days that such Event has occurred and is
continuing, provided, however, that in determining whether an Event has
occurred, there shall be excluded any delays or any inability to sell
Registrable Securities that are solely attributable to changes required by the
Holders in the Registration Statement with respect to information relating to
the Holders, to the failure of the Holders to conduct their review of the
Registration Statement pursuant to Section 3(a), or to the failure to include
in a Registration Statement Registrable Securities issued or issuable under the
Warrants or the Purchase Agreement, unless the Company has failed to timely
file an amendment to a Registration Statement or a new Registration Statement.
The Company shall pay such Liquidity Impairment Payments to each Holder in cash
or, at the Holder’s election, in shares of Common Stock, on the last Business
Day of each month during which an Event has occurred and is continuing. For
the purposes of this Section 2, the value of the Common Stock shall equal the
greater of: (i) the average closing bid price of the Common Stock as reported
on the National Market for each of the ten Trading Days immediately preceding
the date on which the Liquidity Impairment Payment is due or paid, or (ii) the
Stated Value. In the event the Company fails to make a Liquidity Impairment
Payment within ten (10) Business Days of the date such Liquidity Impairment
Payment is due, such Liquidity Impairment Payment shall bear interest at the
rate of 1.0% per month until paid in full.


      3.   Registration Procedures


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


            (a)   Preparation of Registration Statement. Prepare and file with the
Commission on or prior to the Filing Date a Registration Statement on Form S-3
or its successor form (or if the Company is not then eligible to register the
resale of the Registrable Securities on Form S-3, the Registration Statement
shall be made on Form S-1 or its successor form)(which shall include a Plan of
Distribution substantially in the form of Exhibit A annexed hereto, unless in
connection with an Underwritten Offering) or in connection with an Underwritten
Offering hereunder, such other form agreed to by the Company and by the holders
of a majority of the Registrable Securities to be covered by such Registration
Statement), and cause the Registration Statement to become effective and remain
effective as provided herein; provided, however, that

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not less than three (3) Business Days prior to the filing of the Registration
Statement or any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by reference), the
Company shall, (i) furnish to the Holders, their Special Counsel and any
managing underwriters, copies of all such documents for review, and (ii) cause
its officers and directors, counsel and independent public accountants to
respond to such inquiries as shall be necessary, in the reasonable opinion of
respective counsel to such Holders and such underwriters, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Majority Holders, their Special
Counsel or any managing underwriters shall reasonably object within three (3)
business days after any such document is so furnished, and will not request
acceleration of such Registration Statement without prior notice to such
counsel. The sections of such Registration Statement covering information with
respect to the Holders, the Holders’ beneficial ownership of securities of the
Company or the Holders’ intended method of disposition of Registrable
Securities shall conform to the information provided to the Company by each of
the Holders.


            (b)   Amendments. (i) Prepare and file with the Commission, in accordance
with the requirements and in the time periods set forth in the Securities Act,
such amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement continuously
effective for the Effectiveness Period and prepare and file with the Commission
such additional Registration Statements as are required to be filed hereunder
in order to register for resale under the Securities Act all of the Registrable
Securities, (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement, and as so supplemented or amended to be
filed, if required, pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act, (iii) respond as promptly as
possible to any comments received from the Commission with respect to the
Registration Statement or any amendment thereto and as promptly as practicable,
and as promptly as possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to the Registration
Statement, and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in
such Prospectus as so supplemented. In the event the number of shares
available under a Registration Statement filed pursuant to this Agreement is
insufficient to cover 100% of the maximum number of Underlying Shares then
issuable, assuming that the payment of all future dividends on such shares then
outstanding were made in shares of Common Stock and assuming the maximum
adjustment to the Initial Conversion Price in Section 5(a)(i) of the
Certificate of Designation, without regard to any limitation on the Holder’s
ability to convert the Securities or exercise the Warrants, the Company shall
amend the Registration Statement, or file a new Registration Statement (on the
short form available therefor, if applicable), or both, so as to cover 100% of
the maximum number of Underlying Shares then issuable, assuming that the
payment of all future dividends on such shares then outstanding were made in
shares of Common Stock and assuming the maximum adjustment to the Initial
Conversion Price in Section 5(a)(i) of the Certificate of Designation, without
regard to any limitation on the Holder’s ability to convert the Securities or
exercise the Warrants, in each case as soon as practicable, but in any event
within twenty (20) Business Days

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after the necessity therefor arises, unless a majority of the Holders consent
to a longer period, which consent shall not be unreasonably withheld. The
Company shall use its reasonable efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the
filing thereof.


            (c)   Notifications. Notify the Holders of Registrable Securities to be
sold, their Special Counsel, and any managing underwriters, as promptly as
possible (and, in the case of (i)(A) below, not less than three (3) days prior
to such filing and, in the case of (i)(C) below, not later than the first
Business Day after effectiveness) following the day (i) (A) when a Prospectus
or any Prospectus supplement or post-effective amendment to the Registration
Statement is proposed to be filed, (B) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement and (C) with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the Commission or any other
federal or state governmental authority for amendments or supplements to the
Registration Statement or Prospectus or for additional information, (iii) of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose, (iv) any of the
representations and warranties of the Company contained in any agreement
(including any Transaction Document, as defined in the Purchase Agreement)
contemplated hereby ceases to be true and correct in all material respects, (v)
of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose, (vi) of the occurrence of any
event that makes any statement made in the Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(vii) the beginning and end of a black-out period pursuant to Section 3(q).


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


            (e)   Supplements and Post-Effective Amendments. (i) Upon the occurrence of
any event contemplated by Section 3(c)(vi), as promptly as possible, prepare a
supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that the Registration Statement or the
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and (ii) If requested by any

7








managing underwriter or the Holders of a majority of the Registrable Securities
to be sold in connection with an Underwritten Offering (A) promptly incorporate
in a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the Company reasonably agrees should be included
therein and (B) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received
notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment; provided, however, that the Company shall not be
required to take any action pursuant to this Section 3(e)(ii) that would, in
the written opinion of counsel for the Company (addressed to the Holder’s
Special Counsel), violate applicable law.


            (f)   Copies of Prospectus. Promptly deliver to each Holder, their Special
Counsel, and any underwriters, without charge, as many copies of the Prospectus
or Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request; and the Company
hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders and any underwriters in connection with
the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto.


            (g)   Blue Sky. Prior to any public offering of Registrable Securities, use
its reasonable efforts to register or qualify or cooperate with the selling
Holders, any underwriters and their Special Counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder or underwriter requests in writing, to keep each such registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Securities
covered by a Registration Statement; provided, however, that the Company shall
not be required to qualify to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
subject the Company to any tax in any such jurisdiction where it is not then so
subject.


            (h)   Certificates. Cooperate with the Holders and any managing
underwriters to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to a Registration
Statement, which certificates shall be free, to the extent permitted by
applicable law and the Purchase Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered
in such names as any such managing underwriters or Holders may request at least
two (2) Business Days prior to any sale of Registrable Securities.


            (i)   Copies of Registration Statement. Furnish to each Holder, their
Special Counsel, and any managing underwriters, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or
deemed to be incorporated therein by reference, and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.

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            (j)   Listing. Cause all Registrable Securities relating to such
Registration Statement to be listed or quoted on AMEX and any other National
Market, if any, on which the securities of the same class issued by the Company
are then listed, traded or quoted as and when required pursuant to the Purchase
Agreement subject to compliance with AMEX Rule 713(a).


            (k)   Underwriting Agreement. Enter into such agreements (including an
underwriting agreement in form, scope and substance as is customary in
Underwritten Offerings) and take all such other actions in connection therewith
(including those reasonably requested by any managing underwriters and the
Holders of a majority of the Registrable Securities being sold) in order to
expedite or facilitate the disposition of such Registrable Securities, and
whether or not an underwriting agreement is entered into, (i) make such
representations and warranties to such Holders and such underwriters as are
customarily made by issuers to underwriters in underwritten public offerings,
and confirm the same if and when requested, (ii) in the case of an Underwritten
Offering obtain and deliver copies thereof to the managing underwriters, if
any, or in the case of non-Underwritten Offerings, if reasonably requested by
the selling Holders, obtain and deliver copies thereof to such selling Holders,
of opinions of counsel to the Company and updates thereof addressed to each
such underwriter, in form, scope and substance reasonably satisfactory to any
such managing underwriters and Special Counsel to the selling Holders covering
the matters customarily covered in opinions requested in Underwritten Offerings
and such other matters as may be reasonably requested by such Special Counsel
and underwriters, (iii) immediately prior to the effectiveness of the
Registration Statement, and, in the case of an Underwritten Offering, at the
time of delivery of any Registrable Securities sold pursuant thereto, and, in
the case of non-Underwritten Offerings, at such time as the selling Holders may
reasonably request, obtain and deliver copies to the Holders and the managing
underwriters, if any, of “cold comfort” letters and updates thereof from the
independent public accountants of the Company (and, if required, any other
independent public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data is, or is required to be, included in the Registration Statement),
addressed to each of the underwriters, if any, in form and substance as are
customary in connection with Underwritten Offerings, (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable to the selling Holders, the underwriters, if
any, and the Company than those set forth in Section 5 (or such other
provisions and procedures acceptable to the managing underwriters, if any, and
Holders of a majority of Registrable Securities participating in such
Underwritten Offering), and (v) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority of the Registrable
Securities being sold, their Special Counsel and any managing underwriters to
evidence the continued validity of the representations and warranties made
pursuant to clause 3(1)(i) above and to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company.


            (l)   Due Diligence. Make available for inspection by the selling Holders,
any representative of such Holders, any underwriter participating in any
disposition of Registrable Securities, and any attorney or accountant retained
by such selling Holders or underwriters, at the offices where normally kept,
during reasonable business hours, all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the officers, directors, agents and employees of the Company and its
subsidiaries to supply all

9








information in each case reasonably requested by any such Holder,
representative, underwriter, attorney or accountant in connection with the
Registration Statement; provided, however, that if any information is
determined in good faith by the Company (in writing) to be of a confidential
nature at the time of delivery of such information, then prior to delivery of
such information, the Company and the Holders shall enter into a
confidentiality agreement reasonably acceptable to the Company and the Holders
providing that such information shall be kept confidential, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities (provided,
however, that the Company shall be given notice of any such pending disclosure
so that the Company may seek a protective order), (ii) disclosure of such
information, in the opinion of counsel to such Person, is required by law,
(iii) such information becomes generally available to the public other than as
a result of a disclosure or failure to safeguard by such Person, or (iv) such
information becomes available to such Person from a source other than the
Company and such source is not bound by a confidentiality agreement with the
Company.


            (m)   Earnings Statement. Comply in all material respects with all
applicable rules and regulations of the Commission and make generally available
to its securityholders earning statements satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 not later than 45 days after the end
of any 3-month period (or 90 days after the end of any 12-month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in a firm commitment or
reasonable efforts Underwritten Offering and (ii) if not sold to underwriters
in such an offering, commencing on the first day of the first fiscal quarter of
the Company after the effective date of the Registration Statement, which
statement shall conform to the requirements of Rule 158.


            (n)   Information. The Company may require each selling Holder to furnish
to the Company information regarding such Holder and the distribution of such
Registrable Securities as is required by law to be disclosed in the
Registration Statement, and the Company may exclude from such registration the
Registrable Securities of any such Holder who unreasonably fails to furnish
such information within a reasonable time after receiving such request.


            The Company shall hold in confidence and not make any disclosure of
information concerning a Holder provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct
a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other order from a court
or governmental body of competent jurisdiction or is otherwise required by law,
or (iv) such information has been made generally available to the public other
than by disclosure in violation of this Agreement or any other agreement. The
Company agrees that it shall, upon learning that disclosure of such information
concerning a Holder is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to such
Holder prior to making such disclosure, and allow the Holder, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, such information.

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


            Each Holder agrees by its acquisition of such Registrable Securities that,
upon receipt of a notice from the Company of the occurrence of any event of the
kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi), or
3(c)(vii), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder’s
receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement contemplated by Section 3(i), or until it is advised in
writing (the “Advice”) by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement.


            (o)   Responses to the Commission. The Company agrees to respond fully and
completely to any and all comments on a Registration Statement received from
the Commission staff as promptly as possible after the receipt of such
comments, regardless of whether such comments are in oral or written form.


            (p)   Confirmation of Effectiveness. Within two (2) Business Days after a
Registration Statement which covers applicable Registrable Securities is
ordered effective by the Commission, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the Commission in the
form attached hereto as Exhibit B.


            (q)   Black-out Periods. Subject to the last sentence of this Section 3(q),
the Company may by written notice require that the Holders immediately cease
sales of Registrable Securities (for a period not to exceed twenty (20)
consecutive days in any one instance and for a period not to exceed forty (40)
calendar days in any twelve-month period) pursuant to a Registration Statement
at any time that (i) the Company becomes engaged in a business activity or
negotiation which is not disclosed in that Registration Statement which the
Company reasonably believes must be disclosed therein under applicable law and
which the Company desires to keep confidential for business purposes, (ii) the
Company determines that a particular disclosure so determined to be required to
be disclosed therein would be premature or would adversely affect the Company
or its business or prospects or (iii) the Registration Statement can no longer
be used under the existing rules and regulations promulgated under the
Securities Act (each of (i), (ii) or (iii), a “Material Condition”). The
Company shall not be required to disclose to the Holders which of the reasons
specified in (i), (ii) or (iii) above is the basis for requiring a suspension
of sales due to the occurrence of a Material Condition. The Company will use
its commercially reasonable reasonable efforts to ensure that the use of the
Registration Statement may be resumed as soon as it is practicable. The
Company may not suspend sales of Registrable

11








Securities under a Registration Statement pursuant to this Section 3(q) more
than two times during any twelve-month period.


            4.    Registration Expenses


                   All fees and expenses incident to the performance of or compliance with
this Agreement by the Company shall be borne by the Company, whether or not
pursuant to an Underwritten Offering and whether or not the Registration
Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses with respect to filings required to be made with
AMEX and each other securities exchange or market on which Registrable
Securities are required hereunder to be listed or quoted), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriters, if any, or by the
Holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
reasonable fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi)
fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement;
provided, however that such fees and expenses shall not include any
underwriting discounts and selling commissions applicable to any sale). In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit, and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange, system or
market as required hereunder.


            5.    Indemnification


            (a)   Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless each Holder, the
directors, officers, agents and employees of such Holder, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents
and employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against any and all joint or several losses, claims,
damages, liabilities, costs (including, without limitation, costs of
preparation and reasonable attorneys’ fees) and expenses pertaining to any
Proceeding (collectively “Losses”), as incurred, arising out of or relating to
(i) any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary Prospectus, or arising
out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or amendment or supplement
thereto, in light of the circumstances under which they were made) not
misleading, except to the extent that such untrue statements or omissions are
based solely upon and in conformity with information regarding such Holder
furnished in writing to the Company by such

12








Holder expressly for inclusion in the Registration Statement, such Prospectus,
or any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or to the extent that such information relates to such
Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus, or any form
of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus (provided that the Company amended any disclosure with respect to
the method of distribution upon written notice from the Holders that such
section of the Prospectus should be revised in any way) or (ii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act,
any other law, including, without limitation, any state securities law, or any
rule or regulation thereunder relating to the offer or sale of Registrable
Securities. The Company shall not, however, be liable to any Holder for any
Losses with respect to any untrue or alleged untrue statement of material fact
or omission or alleged omission of material fact in connection with delivery by
the Holder of the Prospectus as required by the Securities Act if such
statement or omission was made in a preliminary Prospectus and the untrue or
alleged untrue statement of material fact or omission or alleged omission of
material fact contained in such preliminary Prospectus was corrected in the
final Prospectus (or any amendment or supplement thereto) and such Holder
received a copy of the final Prospectus (or any amendment or supplement
thereto) at or prior to the confirmation of the sale of the Registrable
Securities in compliance with Section 3(f) of this Agreement. The Company
shall notify the Holders promptly of the institution, threat or assertion of
any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.


            (b)   Indemnification by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, agents and employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as
incurred, arising out of or relating to any untrue statement of a material fact
contained in the Registration Statement, any Prospectus, or any form of
prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or amendment or supplement
thereto, in light of the circumstances under which they were made) not
misleading to the extent that such untrue statement or omission is contained in
any information so furnished in writing by such Holder to the Company
specifically for inclusion in the Registration Statement, such Prospectus, or
any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or to the extent that such information relates to such
Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form
of prospectus (provided that the Company amended any disclosure with respect to
the method of distribution upon written notice from the Holders that such
section of the Prospectus should be revised in any way); provided, however,
that the indemnity agreement contained in this Section 5(b) shall not apply to
amounts paid in settlement of any Losses if such settlement is effected without
the prior written consent of such Holder, which consent shall not be
unreasonably withheld. No Holder shall be liable to the Company for any

13








Losses with respect to any untrue or alleged untrue statement of material fact
or omission or alleged omission of material fact in connection with delivery by
such Holder of the Prospectus as required by the Securities Act, provided that
if such statement or omission was made in a preliminary Prospectus and the
untrue or alleged untrue statement of material fact or omission or alleged
omission of material fact contained in such preliminary Prospectus was
corrected in the final Prospectus (or any amendment or supplement thereto) and
such Holder received a copy of the final Prospectus (or any amendment or
supplement thereto) at or prior to the confirmation of the sale of the
Registrable Securities in compliance with Section 3(f) of this Agreement, then
the such Holder shall be liable for such Losses. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


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


            An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Indemnified Parties unless: (i) the Indemnifying Party has agreed in writing to
pay such fees and expenses; (ii) the Indemnifying Party shall have failed
promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the reasonable expense of the Indemnifying Party).
The Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.


            All reasonable fees and expenses of the Indemnified Party (including fees
and expenses to the extent incurred in connection with investigating or
preparing to defend such

14








Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten (10) Business Days of written notice
thereof to the Indemnifying Party, which notice shall be delivered no more
frequently than on a monthly basis (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).


            (d)   Contribution. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of
a court of competent jurisdiction to enforce such indemnification in accordance
with its terms (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms. In no event shall any selling Holder be required
to contribute an amount under this Section 5(d) in excess of the net proceeds
received by such Holder upon sale of the Registrable Securities pursuant to the
Registration Statement giving rise to such contribution obligation.


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


            The indemnity and contribution agreements contained in this Section are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.


            6.    Miscellaneous


            (a)   Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law or in equity, including recovery of damages,
the Holders will be entitled to seek an injunction or injunctions to prevent
breaches by the Company of the provisions of this

15








Agreement and to seek to enforce specifically this Agreement and its terms and
provisions in any action instituted in any court of the United States or any
state thereof having jurisdiction over the parties and the matter.


            (b)   No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has, as of the date hereof, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as disclosed in Schedule 2.1(c) of the Purchase Agreement,
neither the Company nor any of its subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its
securities to any Person. Without limiting the generality of the foregoing,
without the written consent of the Holders of a majority of the then
outstanding Registrable Securities, the Company shall not grant to any Person
the right to request the Company to register any securities of the Company
under the Securities Act unless the rights so granted are subordinated in all
respects to the rights in full of the Holders set forth in Section 2 herein,
and are not otherwise in conflict or inconsistent with the provisions of this
Agreement that are currently in effect. This Agreement, together with the
Purchase Agreement, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters.


            (c)   No Piggyback on Registrations. Neither the Company nor any of its
securityholders (other than the Holders in such capacity pursuant hereto) may
include securities of the Company in the Registration Statement and the Company
shall not after the date hereof enter into any agreement providing such right
to any of its securityholders.


            (d)   [Intentionally Omitted]


            (e)   Amendments and Waivers. The provisions of this Agreement, including
the provisions of this section, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Majority Holders; provided, however, that for the purposes of this sentence,
Registrable Securities that are owned, directly or indirectly, by the Company,
or an Affiliate of the Company are not deemed outstanding. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Holder and that
does not directly or indirectly affect the rights of any other Holders may be
given by the Holder to which such waiver or consent relates. Any amendment or
waiver effected in accordance with this Section shall be binding upon each
Holder, each future Holder, and the Company. Upon effectiveness of each such
amendment or waiver, the Company shall promptly give written notice thereof to
the Holders who have not previously consented thereto in writing.


            (f)   Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement shall be in
writing and shall be deemed to have been delivered (a) upon receipt, when
delivered personally; (b) upon receipt, when sent by facsimile, provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party (if received by 5:30 p.m. EST where such
notice

16








is received) or the first business day following such delivery (if
received on or after 5:30 p.m. EST where such notice is received); or (c) two
business days after deposit with a nationally recognized overnight courier, in
each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:




	 	If to the Company:







	 	Antex Biologics Inc.

300 Professional Drive

Gaithersburg, Maryland 20879

Telephone: (301) 590-0129

Facsimile: (301) 590-1252

Attention: V.M. Esposito, Chairman and CEO







	 	With a copy to:







	 	Covington & Burling

1201 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

Telephone: (202) 662-6000

Facsimile: (202) 662-6291

Attention: D. Michael Lefever, Esq.







	 	If to the Transfer Agent:







	 	American Stock Transfer and Trust Company

40 Wall Street

New York, New York 10005

Telephone: (718) 921-8293

Facsimile: (718) 921-8334

Attention: Isaac Freilich







	 	If to Xmark Fund, Ltd. or Xmark Fund, L.P. to:







	 	Brown Simpson Asset Management, LLC

152 West 57th Street, 21st Floor

New York, New York 10029

Telephone: (212) 247-8200

Facsimile: (212) 247-1329

Attention: Peter Greene







	 	With a copy, in the case of Notice to Xmark Fund, Ltd. or Xmark Fund, L.P., to:







	 	Akin, Gump, Strauss, Hauer & Feld, L.L.P.

590 Madison Avenue

New York, New York 10022

Telephone: (212) 872-1000






17











	 	Facsimile: (212) 872-1002

Attention: James Kaye







	 	If to S.A.C. Capital Associates, LLC to:







	 	S.A.C. Capital Advisors, LLC

777 Long Ridge Road

Stamford, Connecticut 06902

Telephone: (203) 614-2000

Facsimile: (203) 614-2393

Attention: Peter Nussbaum







	 	If to SDS Merchant Fund, LP to:







	 	One Sound Drive, Second Floor

Greenwich, Connecticut 06830

Telephone: (203) 629-8400

Facsimile: (203) 629-0345

Attention: Steve Derby







	 	If to OTATO, L.P. to:







	 	OTA Limited Partnership

1 Manhattanville Road

Purchase, New York 10577

Telephone: (914) 694-5857

Facsimile: (914) 694-6342

Attention: Vinny DiGeso





      Each party shall provide written notice to the other party of any change
in address or facsimile number in accordance with the provisions hereof.


            (g)   Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each Holder. The Company may not assign its
rights or obligations hereunder without the prior written consent of the
Majority Holders. Each Holder may assign its rights hereunder in the manner
and to the Persons as permitted under the Purchase Agreement. In addition, the
rights of each Holder hereunder, including the right to have the Company
register for resale Registrable Securities in accordance with the terms of this
Agreement, shall be automatically assignable by each Holder if: (i) the Holder
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (A) the name and
address of such transferee or assignee, and (B) the securities with respect to
which such registration rights are being transferred or assigned, (iii)
following such transfer or assignment the further disposition of such
securities by the transferee or assignees is restricted under the Securities
Act and applicable state securities laws, (iv) at or before the time the
Company receives the written notice

18








contemplated by clause (ii) of this Section, the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions of this
Agreement, and (v) such transfer or assignment shall be made in accordance with
all applicable federal and state securities laws and with the applicable
requirements of the Purchase Agreement. The rights to assignment, and the
corresponding obligations, shall apply to the Holders (and to subsequent)
successors and assigns.


            (h)   Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other parties, it being understood that the
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile
signature page were an original thereof.


            (i)   Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, or
that such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN.


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


            (k)   Severability. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affected or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.


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

19








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


            (n)   Revision of SEC Position on Warrants. In the event the Company
determines in good faith that it may be practicable, legal and in the interests
of the Company and the Holders to register the exercise of the Warrants so that
the Warrant Shares may be freely resold without maintaining an effective
registration statement under the Securities Act for resales, the Company and
the Holders agree to cooperate in good faith to effect such amendments to this
Agreement as may be appropriate to provide that the Company may fulfill its
obligations hereunder with respect to the Warrants and the Warrant Shares by
maintaining an effective registration statement under the Securities Act
covering the exercise of the Warrants rather than the resale of the Warrant
Shares.


[Signature Page Follows]


20









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



Company:




ANTEX BIOLOGICS INC.



By: _______________________


         V. M. Esposito

         Chairman and Chief Executive Officer




Purchasers:




XMARK FUND, LTD.




By: Brown Simpson Asset Management, LLC, its Investment Manager


By: _______________________

         Name:

         Title:




XMARK FUND, L.P.




By: Brown Simpson Capital, LLC, its General Partner




By: _______________________

         Name:

         Title:



S.A.C. CAPITAL ASSOCIATES, LLC




By: _______________________

         Name:

         Title:



SDS MERCHANT FUND, LP




By: _______________________

         Name:

         Title:



21










OTATO, L.P.




By: _______________________

         Name:

         Title:



22










SCHEDULE I




Company




Antex Biologics Inc.

300 Professional Drive

Gaithersburg, Maryland 20879

Attn: V.M. Esposito, Chairman and CEO

Fax: (301) 590-1252




Holders:




Xmark Fund, L.P.

152 West 57th Street, 21st Floor

New York, New York 10019

Attn: Peter Greene

Fax: (212) 247-1329




Xmark Fund, Ltd.

152 West 57th Street, 21st Floor

New York, New York 10019

Attn: Peter Greene

Fax: (212) 247-1329




S.A.C. Capital Associates, LLC

c/o S.A.C. Capital Advisors, LLC

777 Long Ridge Road

Stamford, Connecticut 06902

Attention: Peter Nussbaum

Fax: (203) 614-2393




SDS Merchant Fund, LP

One Sound Drive, Second Floor

Greenwich, Connecticut 06830

Attention: Steve Derby

Fax: (203) 629-0345




OTATO, L.P.

c/o OTA Limited Partnership

1 Manhattanville Road

Purchase, New York 10577

Attention: Vinny DiGeso

Fax: (914) 694-6342













EXHIBIT A




PLAN OF DISTRIBUTION



            Our company is registering the shares of common stock on behalf of the
selling stockholders. All costs, expenses and fees in connection with the
registration of the shares offered by this prospectus will be borne by our
company, other than brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares which will be borne by the selling
stockholders. Sales of shares may be effected by selling stockholders from
time to time in one or more types of transactions (which may include block
transactions) on the American Stock Exchange, in the over-the-counter market,
in negotiated transactions, through put or call options transactions relating
to the shares, through short sales of shares, or a combination of such methods
of sale, at market prices prevailing at the time of sale, or at negotiated
prices. Such transactions may or may not involve brokers or dealers. The
selling stockholders have advised our company that they have not entered into
any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinated broker acting in connection with the proposed sale
of shares by the selling stockholders.


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


            The selling stockholders may make these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).


            The selling stockholders and any broker-dealers that act in connection
with the sale of shares may be “underwriters” within the meaning of Section
2(11) of the Securities Act, and any commissions received by such
broker-dealers or any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including
liabilities arising under the Securities Act.

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            Because selling stockholders may be “underwriters” within the meaning of
Section 2(11) of the Securities Act, the selling stockholders may be subject to
the prospectus delivery requirements of the Securities Act. Our company has
informed the selling stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.


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


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



	 	•	 	the name of each such selling stockholder and of
the participating broker-dealer(s);
	 
	 	•	 	the number of shares involved;
	 
	 	•	 	the initial price at which such shares were sold;
	 
	 	•	 	the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable;
	 
	 	•	 	that such broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus; and
	 
	 	•	 	other facts material to the transactions.



In addition, upon our company being notified by a selling stockholder that a
donee or pledgee intends to sell more than [500] shares, a supplement to this
prospectus will be filed.


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EXHIBIT B




FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT




American Stock Transfer and Trust Company

40 Wall Street

New York, New York 10005

Attn.: Isaac Freilich



            Re:    Antex Biologics Inc.



Ladies and Gentlemen:



      We are counsel to Antex Biologics Inc., a Delaware corporation (the
“Company”), and have represented the Company in connection with that certain
Securities Purchase Agreement (the “Purchase Agreement”) entered into by and
among the Company and the buyers named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders its Series B Convertible
Preferred Stock (the “Securities”) convertible into shares of the Company’s
common stock, par value $.01 per share (the “Common Stock”), and Class E
warrants (the “Class E Warrants”) and Class F warrants (the “Class F
Warrants”)(the Class E Warrants and the Class F Warrants, together the
“Warrants”) to acquire shares of Common Stock. Pursuant to the Purchase
Agreement, the Company also has entered into a Registration Rights Agreement
with the Holders (the “Registration Rights Agreement”) pursuant to which the
Company agreed, among other things, to register for resale the Registrable
Securities (as defined in the Registration Rights Agreement), consisting of the
shares of Common Stock to be issued upon the conversion of the Securities and
the exercise of the Warrants, under the Securities Act of 1933, as amended (the
“1933 Act”). In connection with the Company’s obligations under the
Registration Rights Agreement, on _______________, 2001, the Company filed a
Registration Statement on Form [S-3/S-1] (File No. 333-_____________) (the
“Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities which names each of the Holders
as a selling stockholder thereunder.


      In connection with the foregoing, we advise you that a member of the SEC’s
staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC.




	 	Very truly yours,

[ISSUER’S COUNSEL]






cc: [LIST NAMES OF HOLDERS]




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