REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into as of
      this 20th
      day of
      December, 2006 by and between NexMed, Inc., a Nevada corporation (the
“Company”), and the “Purchasers” named in that certain Common Stock and Warrant
      Purchase Agreement of even date herewith by and between the Company and the
      Purchasers named on Schedule 1 thereto (the “Purchase Agreement”).

    


    The
      parties hereby agree as follows:

    


    1. Certain
      Definitions

    


    As
      used
      in this Agreement, defined terms not otherwise defined herein shall have the
      meanings assigned to them in the Purchase Agreement and the following terms
      shall have the following meanings:

    


    “Effectiveness
      Deadline”
means
      the earlier to occur of (i) the date which is five (5) days after the Company
      learns that no review of the initial Registration Statement filed pursuant
      to
      Section 2(a) hereof will be made by the staff of the SEC or that the staff
      has
      no further comments on such initial Registration Statement, or (ii) if there
      is
      a review of such initial Registration Statement by the SEC, one hundred and
      fifty (150) days after the Closing Date.

    


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

    


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

    


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

    


    “Registrable
      Securities”
shall
      mean (a) the Shares and the Warrant Shares (without regard to any limitations
      on
      beneficial ownership contained in the Warrants) or other securities issued
      or
      issuable to each Investor (i) upon exercise of the Warrants, or (ii) upon any
      distribution with respect to, any exchange for or any replacement of such Shares
      or Warrants or (iii) upon any conversion, exercise or exchange of any securities
      issued in connection with any such distribution, exchange or replacement; (b)
      securities issued or issuable upon any stock split, stock dividend,
      recapitalization or similar event with respect to the foregoing; and (c) any
      other security issued as a dividend or other distribution with respect to,
      in
      exchange for or in replacement of the securities referred to in the preceding
      clauses; provided, however, that such securities shall cease to be Registrable
      Securities when such securities have been sold to or through a broker or dealer
      or underwriter in a public distribution or a public securities transaction
      or
      when such securities may be sold without any restriction pursuant to Rule 144(k)
      as determined by the counsel to the Company pursuant to a written opinion
      letter, addressed to the Company’s transfer agent to such effect.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

    


    “Trading
      Day”
shall
      mean any day on which the primary market on which the shares of Common Stock
      are
      listed is open for trading.

    


    2. Registration.

    


    (a) Registration
      Statements.
      Following the closing of the purchase and sale of the Shares and Warrants
      contemplated by the Purchase Agreement (the “Closing Date”) (but no later than
      thirty (30) days after the Closing Date), the Company shall prepare and file
      with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not
      then
      available to the Company, on such form of registration statement as is then
      available to effect a registration for resale of the Registrable Securities)
      (which shall include a Plan of Distribution substantially in the form of
Exhibit
      A
      attached
      hereto) covering the resale of the Registrable Securities. Such Registration
      Statement also shall cover, to the extent allowable under the 1933 Act and
      the
      Rules promulgated thereunder (including Rule 416), such indeterminate number
      of
      additional shares of Common Stock resulting from stock splits, stock dividends
      or similar transactions with respect to the Registrable Securities. In the
      event
      any Registrable Securities are not covered by the Registration Statement, the
      Company shall promptly amend such Registration Statement or prepare and file
      with the SEC a new Registration Statement in accordance with the terms hereof
      in
      order to cause such Registrable Securities to be covered by a Registration
      Statement.

    


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

    


    (c) Effectiveness.

    


    (i)
      The
      Company shall use its best efforts to have each Registration Statement declared
      effective as soon as practicable. In connection therewith, the Company shall
      respond to all SEC comments on the Registration Statement and file any
      amendments to the Registration Statement as soon as reasonably practicable
      following any date on which the SEC furnishes comments to, asks questions of,
      or
      requests further information from, the Company or its counsel with respect
      to
      the Registration Statement or any part thereof or any document incorporated
      by
      reference therein. After any Registration Statement is declared effective by
      the
      SEC, the Company shall cause such Registration Statement to remain effective
      in
      accordance with the terms hereof, subject to permitted suspension of such
      effectiveness only for Allowed Delays (as defined below).

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (ii)
      If
      (1) a Registration Statement covering all of the Registrable Securities required
      to be covered thereby and required to be filed by the Company pursuant to this
      Agreement is (A) not filed with the SEC on or before the date which is thirty
      (30) days after the Closing Date (a “Filing Failure”) or (B) not declared
      effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness
      Failure”) or (2) on any day after the date the initial Registration Statement
      filed pursuant to Section 2(a) hereof is declared effective by the SEC sales
      of
      all of the Registrable Securities required to be included on such Registration
      Statement cannot be made (other than during an Allowed Delay (as defined in
      Section 2(c)(iii) below) pursuant to such Registration Statement or otherwise
      (including, without limitation, because of a failure to keep such Registration
      Statement effective until the end of the Registration Period); to disclose
      such
      information as is necessary for sales to be made pursuant to such Registration
      Statement; to register a sufficient number of shares of Common Stock or to
      maintain the listing of the shares of Common Stock) (a “Maintenance Failure”),
      then, as liquidated damages and not as a penalty to any holder by reason of
      any
      such delay in or reduction of its ability to sell the underlying shares of
      Common Stock (which remedy shall be the exclusive economic remedy available
      with
      respect to Filing Failures, Effectiveness Failures and Maintenance Failures),
      the Company shall pay to each holder of Registrable Securities relating to
      such
      Registration Statement an amount equal to two percent (2.0%) of the aggregate
      Purchase Price (as such term is defined in the Securities Purchase Agreement)
      of
      such Investor’s Registrable Securities included in such Registration
      Statement.

    


    (iii)
      For
      not more than twenty (20) consecutive Trading Days and for a total of not more
      than forty five (45) Trading Days in any twelve (12) consecutive month period,
      the Company may delay the disclosure of material non-public information
      concerning the Company, by terminating or suspending effectiveness of any
      registration contemplated by this Section not containing such information,
      the
      disclosure of which at the time is not, in the good faith opinion of the
      Company, in the best interests of the Company (an “Allowed Delay”); provided,
      that the Company shall promptly (a) notify the Investors in writing of the
      existence of (but in no event, without the prior written consent of an Investor,
      shall the Company disclose to the Investor any of the facts or circumstances
      regarding) material non-public information giving rise to an Allowed Delay,
      and
      (b) advise the Investors in writing to cease all sales under the Registration
      Statement until the end of the Allowed Delay. The duration of the Registration
      Period will be extended by the number of days of any and all Allowed
      Delays.

    


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

    


    (a) use
      its
      best efforts to cause such Registration Statement to become effective and to
      remain continuously effective for a period (the “Registration Period”) that will
      terminate upon the earlier of (i) the date on which all Registrable Securities,
      covered by such Registration Statement, as amended from time to time have been
      sold or (ii) the second anniversary of the Closing Date; provided,
      however,
      that if
      the Company is notified by an Investor at least 10 business days prior to the
      second anniversary of the Closing Date that such Investor will continue to
      hold
      Registrable Securities after such second anniversary date (e.g., such Investor
      is an Affiliate of the Company and such Registrable Securities may not be sold
      pursuant to Rule 144(k)) and such Investor agrees to inform the Company promptly
      when it no longer holds Registrable Securities, the Company shall use its best
      efforts to cause such Registration Statement to remain continuously effective
      until such Investor no longer holds Registrable Securities;

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b) prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement and the Prospectus as may be necessary to keep the
      Registration Statement effective for the period specified in Section 3(a) and
      to
      comply with the provisions of the 1933 Act and the 1934 Act with respect to
      the
      distribution of all Registrable Securities;

    


    (c) furnish
      to the Investors such number of copies of a Prospectus, including a preliminary
      prospectus, and all amendments and supplements thereto and such other documents
      as each Investor may reasonably request in order to facilitate the disposition
      of the Registrable Securities owned by such Investor;

    


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

    


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

    


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

    


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

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4. Obligations
      of the Investors.

    


    (a) It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities, that the Investors shall furnish in writing to the Company such
      information regarding themselves, the Registrable Securities held by them and
      the intended method of disposition of the Registrable Securities held by them,
      as shall be reasonably required to effect the registration of such Registrable
      Securities, and shall execute such documents in connection with such
      registration as the Company may reasonably request, including, without
      limitation, a Selling Shareholder Questionnaire in substantially the form
      attached as Exhibit B hereto. At least ten (10) business days prior to the
      first
      anticipated filing date of any Registration Statement, the Company shall notify
      the Investors of the information the Company requires from the Investors if
      the
      Investors elect to have any of the Registrable Securities included in the
      Registration Statement. The Investors shall provide such information to the
      Company at least five (5) business days prior to the first anticipated filing
      date of such Registration Statement if the Investors elect to have any of the
      Registrable Securities included in the Registration Statement.

    


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

    


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

    


    5. Indemnification.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

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

    


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

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

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

    


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

    


    6. Miscellaneous.

    


    (a) Amendments
      and Waivers.
      This
      Agreement may be amended only by a writing signed by the Company and the holders
      of a majority of the Registrable Securities. 

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

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

    


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

    


    [REMAINDER
      OF PAGE INTENTIONALLY BLANK]

    
 

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

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

     

    The
      Company:     


    
      	 	NEXMED, INC.
	 	 
	 	 
	 	By: /s/
              Mark Westgate
	 	Name: 
              Mark Westgate
	 	Title: Vice
              President and Chief Financial Officer
	 	 
	 	 


    

     

    The
      Investors:     

     

    
      	 	SOUTHPOINT MASTER FUND,
              LP
	 	 
	 	By: Southpoint GP, LP, its general
              partner
	 	 
	 	By: Southpoint Capital Advisors LLC,
              its
              general partner
	 	 
	 	By:/s/                                                                   
              
	 	Name: Robert W. Butts
	 	Title: Member
	 	 
	 	 
	 	RA CAPITAL BIOTECH FUND,
              L.P.
	 	 
	 	By: RA Capital Management, LLC, its
              general
              partner
	 	 
	 	By: /s/                                                      
              
	 	Name:
	 	Title:


    

    


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    PLAN
      OF
      DISTRIBUTION

    


    


    We
      are
      registering the shares of common stock on behalf of the selling security
      holders. Sales of shares may be made by selling security holders, including
      their respective donees, transferees, pledgees or other successors-in-interest
      directly to purchasers or to or through underwriters, broker-dealers or through
      agents. Sales may be made from time to time on the Nasdaq National Market,
      any
      other exchange upon which our shares may trade in the future, in the
      over-the-counter market or otherwise, at market prices prevailing at the time
      of
      sale, at prices related to market prices, or at negotiated or fixed prices.
      The
      shares may be sold by one or more of, or a combination of, the
      following:

     

    
      	
              -

            	
              a
                block trade in which the broker-dealer so engaged will attempt to
                sell the
                shares as agent but may position and resell a portion of the block
                as
                principal to facilitate the transaction (including crosses in which
                the
                same broker acts as agent for both sides of the
                transaction);

            


    

     

    
      	
              -

            	
              purchases
                by a broker-dealer as principal and resale by such broker-dealer,
                including resales for its account, pursuant to this
                prospectus;

            


    

     

    
      	
              -

            	
              ordinary
                brokerage transactions and transactions in which the broker solicits
                purchases;

            


    

     

    
      	
              -

            	
              through
                options, swaps or derivatives;

            


    

     

    
      	
              -

            	
              in
                privately negotiated transactions;

            


    

     

    
      	
              -

            	
              in
                making short sales entered into after the date of this prospectus
                or in
                transactions to cover such short sales; and


            


    

     

    
      	
              -

            	
              put
                or call option transactions relating to the shares.
                

            


    

     

    The
      selling security holders may effect these transactions by selling shares
      directly to purchasers or to or through broker-dealers, which may act as agents
      or principals. These broker-dealers may receive compensation in the form of
      discounts, concessions or commissions from the selling security holders and/or
      the purchasers of shares for whom such broker-dealers may act as agents or
      to
      whom they sell as principals, or both (which compensation as to a particular
      broker-dealer might be in excess of customary commissions). The selling security
      holders have advised us that they have not entered into any agreements,
      understandings or arrangements with any underwriters or broker-dealers regarding
      the sale of their securities.

     

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

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    The
      selling security holders and any broker-dealers that act in connection with
      the
      sale of shares may be deemed to be “underwriters” within the meaning of Section
      2(11) of the Securities Act of 1933, and any commissions received by
      broker-dealers or any profit on the resale of the shares sold by them while
      acting as principals may be deemed to be underwriting discounts or commissions
      under the Securities Act. The selling security holders may agree to indemnify
      any agent, dealer or broker-dealer that participates in transactions involving
      sales of the shares against liabilities, including liabilities arising under
      the
      Securities Act. We have agreed to indemnify each of the selling security holders
      and each selling security holder has agreed, severally and not jointly, to
      indemnify us against some liabilities in connection with the offering of the
      shares, including liabilities arising under the Securities Act. 

     

    The
      selling security holders will be subject to the prospectus delivery requirements
      of the Securities Act. We have informed the selling security holders that the
      anti-manipulative provisions of Regulation M promulgated under the Securities
      Exchange Act of 1934 may apply to their sales in the market. 

     

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

     

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

     

    
      	
              -

            	
              the
                name of each such selling security holder and of the participating
                broker-dealer(s);

            


    

     

    
      	
              -

            	
              the
                number of shares involved;

            


    

     

    
      	
              -

            	
              the
                initial price at which the shares were
                sold;

            


    

     

    
      	
              -

            	
              the
                commissions paid or discounts or concessions allowed to the
                broker-dealer(s), where applicable;

            


    

     

    
      	
              -

            	
              that
                such broker-dealer(s) did not conduct any investigation to verify
                the
                information set out or incorporated by reference in this prospectus;
                and

            


    

     

    
      	
              -

            	
              other
                facts material to the transactions.

            


    

     

    In
      addition, if required under applicable law or the rules or regulations of the
      Commission, we will file a supplement to this prospectus when a selling security
      holder notifies us that a donee or pledgee intends to sell more than 500 shares
      of common stock.

     

    We
      are
      paying all expenses and fees in connection with the registration of the shares.
      The selling security holders will bear all brokerage or underwriting discounts
      or commissions paid to broker-dealers in connection with the sale of the
      shares.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

    


    NEXMED,
      INC.

     

    Form
      of Selling Shareholder Questionnaire

     

    This
      Questionnaire is being furnished to all of the individuals and entities who
      hold
      shares of the Company’s Common Stock and Warrants to purchase shares of the
      Company’s Common Stock issued in connection with the Common Stock and Warrant
      Purchase Agreement dated December 20, 2006 between the Company and the
      Purchasers listed on Schedule 1 thereto (such shares of Common Stock and the
      shares of Common Stock issuable on the exercise of the Warrants, collectively
      “the Shares”), that are to be registered for resale under a registration
      statement on Form S-3 (the “Registration Statement”) to be filed with the
      Securities and Exchange Commission in connection with the public offering of
      the
      Shares by the undersigned (the “Offering”). The Company will rely on the
      information supplied by you in response to this Questionnaire to prepare such
      registration statement.

     

    Please
      Print or Type.

     

    
      	1.	
              Name
                of individual or entity:

            
	 	   
              
	 	 
	2.	
              Address
                of principal place of business or, if an individual, address of residence
                

            
	 	  

	 	  

	 	 
	3. 	
              Jurisdiction
                of formation or incorporation (if the undersigned is an
                entity):

            
	 	 
	 	 
	4.	
              Telephone
                and fax numbers:

            
	 	  

	 	 
	5.	
              Contact
                person:

            
	 	  
              


    

     

     

    Shares
      Purchased in December 20, 2006 Offering

     

    
      
        	6.	
                
                  Number
                    of Shares of Common Stock purchased by Purchaser in connection
                    with the
                    December 20, 2006 Common Stock and Warrant Purchase
                    Agreement:

                

              
	 	   
                
	 	   
                
	 	 
	7.	
                
                  Number
                    of Shares issuable upon the exercise of Warrants purchased in
                    connection
                    with the December 20, 2006 Common Stock and Warrant Purchase
                    Agreement:

                

              
	 	  

	 	  

	 	 


      

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      
        
           

          
            	8.	
                    
                      
                        Do
                          you wish for all Shares listed in Questions 6 and 7 to
                          be registered for
                          resale in the Registration Statement?
                          

                      

                    

                  
	 	   
                    
	 	
                    Yes      
                        No  
                      

                  


          

           

        

      

    

     

    Shares
      held by undersigned other than those Purchased in December 20, 2006
      Offering

     

    
      
        
          	9.	
                  
                    
                      
                        Number
                          of shares of Common Stock owned by the undersigned, other
                          than those
                          shares purchased in connection with the December 20, 2006
                          Common Stock and
                          Warrant Purchase
                          Agreement:

                      

                    

                  

                
	 	  

	 	  

	 	   
                  
	10.	
                  Number
                    of shares issuable upon the exercise of warrants owned by the
                    undersigned,
                    other than those Warrants purchased in connection with the December
                    20,
                    2006 Common Stock and Warrant Purchase Agreement:

                
	 	  

	 	  

	 	 
	11.	
                  Number
                    of shares of the Company’s Series C 6% Cumulative Convertible Preferred
                    Stock owned by the undersigned: 

                
	 	  

	 	  

	 	 
	12.	
                  Number
                    of shares issuable upon conversion of the Company’s 5% Convertible
                    Notes:

                
	 	  

	 	  

	 	 
	13.	
                  Relationship
                    of the undersigned or its affiliates with the Company or its
                    affiliates,
                    other than as a holder of Shares (include any material relationship
                    within
                    the past three years). If “none”, so state:

                
	 	  

	 	  

	 	 
	14.	
                  Are
                    you a member, an affiliate of a member, or a person associated
                    with a
                    member, of the National Association of Securities Dealers, Inc.
                    (the
                    “NASD”)?

                
	 	 
	 	
                  Yes      
                      No  
                    

                


        

         

      

    

    If
      the
      answer to Question 14 is “yes”, state (a) the name of any such NASD member, (b)
      the nature of your affiliation or association with such NASD member, (c)
      information as to such NASD member’s participation in any capacity in the
      offering or the original placement of the Securities.

    
      
         

        
          	 	
                  
                      
                      

                  

                
	 	   
                  
	 	    



        

         

      

    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
      
         

      

    

    	15.  	
            If
              you answered “yes” to Question 14 above, please fill out the following
              table with respect to any purchases from the Company or any of its
              affiliates in a private placement within twelve months prior to the
              date
              hereof (excluding your purchase of the
              Shares).

          


     

    
      	
               

              Date
                of Purchase

            	
               

              Seller

            	
              Amount
                and Name

               of
                Securities

            	
              Price
                or Other

               Consideration

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    	16.  	
            Have
              you entered into any agreements, understandings or arrangements with
              any
              underwriters or broker-dealers regarding the sale of the
              Shares?

          


     

    Yes     No
        


    


    The
      undersigned consents to the disclosure of the answers to the above in the
      registration statement.

     

     

    IN
      WITNESS WHEREOF, the undersigned executed this Questionnaire on this ___ day
      of
      ______, 2006.

     

     

    
      	 	  

	 	(Signature)
	 	 
	 	  

	 	(Print Name and Title, if
              applicable)


    

     

    
      
         

      

      
        15