EXHIBIT 4.4


 



NPS PHARMACEUTICALS,
INC. 



REGISTRATION RIGHTS
AGREEMENT  




        This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of
April 20, 2004 (the “Closing Date”) by and between NPS Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), and Nycomed Danmark ApS, a
Danish corporation (the “Holder”). 



RECITALS  



        A.     The
Company and the Holder are concurrently entering into a Stock Purchase
          Agreement, dated as of the date hereof (the “Purchase
          Agreement”), whereby the Holder will purchase shares of the
          Company’s Common Stock.  





        B.     To
induce the Holder to execute and deliver the Purchase Agreement and as a
          condition to the obligations of the Holder under the Purchase Agreement, the
          Company has agreed to provide for the registration under the Securities Act of
          the resale of the shares of the Company’s Common Stock being sold to the
          Holder pursuant to the Purchase Agreement.  





AGREEMENT  



        NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein and in
the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:  





        1.     Certain
Definitions. As used in this Agreement, the terms           below shall
have the following respective meanings:  





                “Commission”
means the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act. 



                “Common
Stock” means the common stock, $.001 par value per share, of the Company. 



                “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar
federal rule or statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time. 



                “Prospectus”
means the prospectus included in any Registration Statement (including without limitation,
a prospectus that discloses information previously omitted from a prospectus filed as a
part of an effective Registration Statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such prospectus. For purposes of this
definition, materials incorporated by reference on a forward-looking basis in such
prospectus (i.e., materials filed pursuant to Sections 13(a), 13(c), 14 or 15 of the
Exchange Act) are deemed to be explicitly incorporated by reference in such prospectus. 















                “Register,”
“registered” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such registration
statement. 



                “Registrable
Securities” means (a) the shares of the Company’s Common Stock
purchased by Holder under the Purchase Agreement, and (b) any additional shares of Common
Stock issuable in respect of the shares described in clause (a) of this definition upon
any conversion, stock split, stock dividend, reclassification, recapitalization, merger or
other reorganization or similar event; provided, however, that securities
shall only be treated as Registrable Securities if and so long as (i) they have not
been sold to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction pursuant to a registration statement, or (ii) they have
not been sold to the public pursuant to Rule 144 under the Securities Act. 



                “Registration
Expenses” means all expenses, except Selling Expenses, incurred in complying with
Section 5 hereof, including, without limitation, all registration, qualification
and filing fees, Nasdaq or other applicable exchange listing fees, printing expenses, fees
and disbursements of counsel for the Company, blue sky fees and expenses, the expense of
any comfort letters and special audits incident to or required by any such registration. 



                “Registration
Statement” means a registration statement on Form S-3 or any successor form filed
by the Company with the Commission pursuant to this Agreement permitting registration of
the Registrable Securities for resale by the Holder (and in the event that pursuant to the
Securities Act the Company is unable to use Form S-3 (or any successor form), a
registration statement on Form S-1 or another appropriate form permitting registration of
the Registrable Securities for resale by the Holder). 



                “Securities
Act” means the Securities Act of 1933, as amended, or any similar federal rule or
statute, and the rules and regulations of the Commission thereunder, all as the same shall
be in effect at the time. 



                “Selling
Expenses” means all underwriting discounts, selling commissions and stock
transfer taxes arising out of a sale of the Registrable Securities and, subject to the
provisions of Section 7, all fees and disbursements of counsel for the Holder pursuant to
the Registration Statement. 



                “Transfer”
means a transfer or disposition, including but not limited to by way of sale, assignment,
encumbrance, hypothecation, pledge, conveyance, gift or transfer. 



        2.     Restrictions.  





	 	        (a)    Restrictions
on Transferability. The Holder shall not Transfer           Registrable Securities,
except upon the conditions specified in this Agreement.           The Holder will cause
any transferee who receives the Registrable Securities in           a Transfer other than
a sale pursuant to (i) an effective registration statement           under the Securities
Act or (ii) Rule 144 under the Securities Act to assume in           writing the
obligations and restrictions of the Holder under this Agreement,           including,
without limitation the restrictions set forth in Section 4 (a “Permitted
Transferee”).  








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	 	        (b)    Standstill.
For a period of eighteen (18) months from the date of this           Agreement or until
such time as the Holder owns less than 360,000 shares of           Registrable Securities
(as adjusted for stock splits, stock dividends,           combinations and similar
events), whichever comes first, neither the Holder nor           any of its subsidiaries
will, without the prior written consent of the Company:  







	 	         (i)     acquire,
offer to acquire or agree to acquire, directly or indirectly, by           purchase or
otherwise, any voting securities or direct or indirect rights to           acquire any
voting securities of the Company;  







	 	        (ii)    make
or participate, directly or indirectly, in any “solicitation” of
          “proxies” to vote (as such terms are used in the rules promulgated
          under the Exchange Act), or by public announcement seek to advise or influence,
          any person or entity with respect to the voting of any voting securities of the
          Company;  







	 	        (iii)   form,
join or participate in a “group” as defined in           Section 13(d)(3)
of the Exchange Act, in connection with any of the           activities described in the
foregoing subparagraphs (i) and (ii) (other than any           group including only the
Holder and its subsidiaries);  







	 	        (iv)    otherwise
act, alone or in concert with others, to seek to control the Board of           Directors
of the Company;  







	 	        (v)     disclose
any intention, plan or arrangement inconsistent with the foregoing;  







	 	        (vi)    enter
into any agreements with any third party with respect to any of the           activities
described in the foregoing subparagraphs (i) to (v); or  







	 	        (vii)   take
any action with the intention of requiring the Company to make a public
          announcement regarding the possibility of a Controlling Acquisition (as
          hereinafter defined in Section 2(c)), pursuant to the Securities Act,
the           Exchange Act or the General Corporation Laws of the State of Delaware;  







provided, however, that
nothing in this Section 2 shall limit the ability of the Holder (A) to acquire shares of
the Company’s voting securities in the open market from time to time provided that
the total amount of voting securities of the Company “beneficially owned” (as
defined under the Exchange Act) by the Holder immediately after any such acquisition does
not exceed 10% of the Company’s outstanding voting securities; (B) to tender shares
into a tender or exchange offer commenced by a third party that is unaffiliated with the
Company or the Holder; or (C) to vote in any annual or special meeting of the stockholders
of the Company. 






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	 	        (c)    Volume
Limitation on Sales. The Holder hereby agrees and covenants that           after the
date the Registration Statement is declared effective by the           Commission (the
“Effective Date”), the Holder may Transfer in           open market
transactions pursuant to the Registration Statement no more than           666,667 shares
(as appropriately adjusted for stock splits, stock dividends,           combinations and
similar events) of Registrable Securities in each monthly           period after the
Effective Date. In calculating the volume limitations of this           Section 2(c),
Transfers by the Holder shall be aggregated with any Transfers by           Permitted
Transferees. The limitations of this Section 2(c) shall cease to be           effective
if the Company announces a Controlling Acquisition. For the purposes           of this
Section 2, the term “Controlling Acquisition” means, with           reference
to the Company, any of the following transactions: (i) a merger,           consolidation,
business combination, recapitalization, liquidation, dissolution           or similar
transaction involving the Company pursuant to which the stockholders           of the
Company immediately preceding such transaction will hold less than fifty           and
one-tenth percent (50.1%) of the aggregate equity interests in the surviving           or
resulting entity of such transaction or any direct or indirect parent           thereof,
(ii) a sale or other disposition by the Company of assets representing           in
excess of fifty percent (50%) of the aggregate fair market value of the           Company’s
business immediately prior to such sale, or (iii) the acquisition           by any person
or group (including by way of a tender offer or an exchange offer           or issuance
by the Company or such person or group), directly or indirectly, of           beneficial
ownership or a right to acquire beneficial ownership of shares           representing in
excess of forty percent (40%) of the voting power of the then           outstanding
shares of capital stock of the Company.  







	 	        (d)    Holdback
Agreement. The Holder hereby agrees that, commencing on the date           hereof and
ending on the earlier of (i) the expiration of the Effective Period           or (ii)
such time as the aggregate number of shares of voting securities of the           Company
“beneficially owned” (as defined under the Exchange Act) by           the
Holder is less than 360,000 shares (as adjusted for stock splits, stock
          dividends, combinations or similar events), the Holder will not offer, sell or
          otherwise dispose of any Registrable Securities in the open market during the
          period commencing on the date on which the Company provides written notice to
          the Holder of its intention to consummate an underwritten public offering for
          the primary sale by the Company of shares of its Common Stock pursuant to a
          registration statement (which notice shall not be given more than ten (10)
          business days prior to the later of the anticipated effective date of such
          registration statement or the anticipated pricing date for such offering) and
          ending on the date thirty (30) calendar days after the first closing date for
          such offering; provided, however, that this paragraph shall not apply
(A)           if the proposed registration is not to be made on Forms S-1, S-2 or S-3 (or
the           successors to such forms), (B) if the registration involves (I) a
registration           of securities other than Common Stock or securities convertible
into Common           Stock, (II) a registration of a stock option, incentive
compensation, profit           sharing or other employee benefit plan or securities
issued or issuable pursuant           to any such plan, or (III) a registration of
securities proposed to be issued in           exchange for securities or assets of, or in
connection with a merger, share           exchange, consolidation or other business
combination involving, another           corporation or entity, or (C) if any
officer or director of the Company is           not bound by an agreement with provisions
at least as restrictive as the           provisions of this paragraph (d).  










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        3.     Restrictive
Legends. Each certificate representing the           Registrable
Securities shall be stamped or otherwise imprinted with the           following or
similar legends:  





	 	THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER
SAID ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER, SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT. THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A REGISTRATION
RIGHTS AGREEMENT TO WHICH THE ORIGINAL HOLDER OF THESE SHARES WAS A PARTY, A COPY OF
WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RESTRICTIONS ARE
BINDING ON TRANSFEREES OF THESE SHARES.  
	 






The Holder consents to the making of
a notation by the Company on its records and giving instructions to any transfer agent of
its capital stock in order to implement the restrictions on transfer established in this
Agreement, including, without limitation, the volume limitation set forth in Section
2(c) hereof. The Company shall, at its expense, remove the legend from the
certificates representing any Registrable Securities, at the request of the holder
thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the
Securities Act or are sold pursuant to an effective registration statement under the
Securities Act or Rule 144 thereunder. 



        4.     Notice
of Proposed Transfers. Without in any way limiting           the
provisions of Section 2, no sale, assignment, transfer or pledge           (other
than (i) a sale made pursuant to a registration statement filed under the
          Securities Act and declared effective by the Commission for which no stop order
          has been issued and is then existing, and for which notice has been provided in
          accordance with Section 5(c)(iv) hereof, or (ii) a sale made in
          accordance with the applicable provisions of Rule 144) of Registrable
Securities           shall be made by the Holder to any person unless such person shall
first agree           in writing to be bound by the restrictions of this Agreement,
including without           limitation this Section 4. In connection with any
sale, assignment,           transfer or pledge of any Registrable Securities, unless
there is in effect a           registration statement under the Securities Act covering
the transfer, or unless           such sale is made pursuant to Rule 144, the holder
thereof shall give written           notice to the Company of such transfer, sale,
assignment or pledge describing           the manner and circumstances of the transfer,
sale, assignment or pledge in           reasonable detail, and shall also provide, at
such holder’s expense, a           written opinion of legal counsel (who shall be,
and whose legal opinion shall           be, reasonably satisfactory to the Company)
addressed to the Company, to the           effect that the transfer of the Registrable
Securities was effected without           registration under the Securities Act and under
applicable state securities laws           and regulations. Each certificate evidencing
the Registrable Securities           transferred as above provided shall bear, except if
such transfer is made           pursuant to Rule 144 or pursuant to an effective
registration statement, the           appropriate restrictive legend set forth in Section
3 above, except that           such certificate shall not bear such restrictive
legend if, in the opinion of           counsel for the Company or such Holder, such
legend is not required in order to           establish or ensure compliance with the
provisions of the Securities Act and           this Agreement; provided that such opinion
and the counsel giving such opinion           are reasonably acceptable to the Company.  






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        5.     Registration
on Form S-3.  





	 	        (a)    Registration.
The Company shall use its reasonable best efforts to file           with the Commission a
Registration Statement covering all of the Registrable           Securities within one
business day after the Closing Date (the “Filing           Deadline Date”).
The Company shall use its reasonable best efforts to           cause such Registration
Statement to be declared effective as soon as           practicable, but in no event
later than ninety (90) calendar days following the           Closing Date (the “Effectiveness
Deadline Date”), provided, that, if the Commission notifies the
Company that it           does not intend to review the Registration Statement, the
Company shall request           effectiveness promptly (and in any event within seven (7)
calendar days)           following its receipt of such notice. Any Registration Statement
to be filed by           the Company hereunder shall permit the Holder to offer and sell,
subject to the           terms of this Agreement, on a delayed or continuous basis
pursuant to           Rule 415 under the Securities Act (or any similar rule then in
effect), any           or all of the Registrable Securities. The Company shall use its
best efforts to           keep such Registration Statement effective until the earlier of
(i) the           date the Holder no longer holds any Registrable Securities or (ii) the
date           all Registrable Securities then held by the Holder may be sold pursuant to
          Rule 144(k) (the “Effective Period”). If at any time
          during the Effective Period the Company shall determine to prepare and file
with           the Commission a registration statement under the Securities Act relating
to an           underwritten offering of its Common Stock that includes a sale of shares
for the           account of selling stockholders, other than (x) a registration
statement that is           filed pursuant to registration rights exercised by one or
more third parties,           (y) a registration statement on Form S-4 or Form S-8 (each
as promulgated under           the Securities Act) or their then equivalent form relating
to equity securities           to be issued solely in connection with any acquisition of
any entity or business           or (z) equity securities issuable in connection with
stock option or other           employee benefit plans, then the Company shall send to
the Holder a written           notice of such determination and if, within seven (7)
calendar days after           receipt of such notice, the Holder shall request in
writing, the Company shall           include Registrable Securities in such registration
statement on a pro rata           basis based on the total number of secondary shares of
Common Stock to be sold           in such underwritten offering. The pro rata portion of
secondary shares to be           included in any such underwritten offering shall be
allocated among the Holder           and the other selling stockholders in proportion, as
nearly as practicable, to           the respective number of shares of Common Stock held
by them on the date the           Company gives the notice specified in the preceding
sentence.  







	 	        (b)    Limitations
on Registration and Sale of Registrable Securities.           Notwithstanding
anything in this Agreement to the contrary, the Company’s           obligations and
the Holder’s rights under this Section 5 are subject           to the
limitations and qualifications set forth below, which may be waived in           writing
by the Company.  







	 	        (i)     The
Company shall have no obligation to keep effective a registration statement
          hereunder following the last day of the Effective Period and delivery of
written           notice to the Holder that the Company will no longer keep any such
registration           statement effective, which notice shall be given no sooner than
thirty (30)           calendar days prior to the last day of the Effective Period.  









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	 	        (ii)    Upon
(A) the issuance by the Commission of a stop order suspending the           effectiveness
of the Registration Statement or the initiation of proceedings           therefor with
respect to the Registration Statement, (B) the occurrence of any           event or the
existence of any fact or circumstance as a result of which the           Registration
Statement shall 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 not misleading, or any Prospectus shall 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 the light           of the
circumstances under which they were made, not misleading (a “Material Event”),
or (C) the occurrence, existence or pendency           of any corporate development that,
in the reasonable discretion of the Board of           Directors of the Company, makes it
materially detrimental to the Company for the           Registration Statement and the
related Prospectus to be available for resale of           the Registrable Securities by
the Holder, the Company shall (I) in the case of           clause (B) above, subject to
the next sentence, as promptly as practicable (and           in any event within seven
(7) calendar days) prepare and file a post-effective           amendment to the
Registration Statement or a supplement to the related           Prospectus or any
document incorporated therein by reference or file any other           required document
that would be incorporated by reference into the Registration           Statement and
Prospectus so that the Registration Statement does 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 not misleading,           and
such Prospectus does 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 the light of the circumstances under which they
          were made, not misleading, as thereafter delivered to the purchasers of the
          Registrable Securities being sold thereunder, and, in the case of a
          post-effective amendment to a Registration Statement, subject to the next
          sentence, use its reasonable best efforts to cause it to be declared effective
          as promptly as is reasonably practicable, and (II) in the case of any of
          clause (A), (B) or (C) above, immediately give notice to the Holder,
          counsel for the Holder and any underwriter that the availability of the
          Registration Statement is suspended (a “Deferral Notice”) and,
          upon receipt of any Deferral Notice, the Holder agrees not to sell any
          Registrable Securities pursuant to the Registration Statement until the
          Holder’s receipt of copies of the supplemented or amended Prospectus
          provided for in clause (I) above, or until it is advised in writing by the
          Company that the Prospectus may be used, and has received copies of any
          additional or supplemental filings that are incorporated or deemed incorporated
          by reference in such Prospectus. Subject to the provisions of Section 5(d)
          below, the Company will use its reasonable best efforts to ensure that the use
          of the Prospectus may be resumed (x) in the case of clause (A) above, as
          promptly as is reasonably practicable, (y) in the case of clause (B) above, as
          promptly as is reasonably practicable after the occurrence of the Material
          Event, and (z) in the case of clause (C) above, as soon as, in the reasonable
          discretion of the Board of Directors of the Company, such suspension is no
          longer appropriate. The Company shall be entitled to exercise its right under
          clause (C) of this Section 5(b)(ii) to suspend the availability of the
          Registration Statement or any Prospectus no more than one (1) time in any
          three-month period or two (2) times in any twelve-month period, and any such
          period during which the availability of the Registration Statement and any
          Prospectus is suspended (the “Deferral Period”) shall not
          exceed thirty (30) calendar days.  







	 	        (c)    Registration
Procedures. In connection with any registration required           under this
Agreement, the Company shall take the actions set forth below           (subject to
Section 5(b)(ii) above and Section 5(d) below):  







	 	        (i)     promptly
(but in no event later than the Filing Deadline Date) prepare and file           with the
Commission a Registration Statement with respect to the Registrable           Securities,
which includes in the Prospectus included therein a “Plan of           Distribution” section
in substantially the form attached hereto as Exhibit A.  








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	 	        (ii)    as
expeditiously as reasonably possible, prepare and file with the Commission           such
amendments and supplements to such Registration Statement and the           Prospectus as
may be necessary to comply with the provisions of the Securities           Act and to
keep the Registration Statement effective until the end of the           Effective
Period.  







	 	        (iii)   a
reasonable period of time prior to the filing of the Registration Statement or
          amendment or supplement thereto with the Commission, permit a single firm of
          counsel designated by the Holder to review and comment on the Registration
          Statement and all amendments and supplements thereto (but excluding any
          documents incorporated by reference in such Registration Statement, amendment
or           supplement), which comments the Company shall consider in good faith.  







	 	        (iv)    promptly
(and in any event within one business day) notify the Holder of any           stop order
issued or threatened by the Commission or other suspension of           effectiveness of
the Registration Statement, take all reasonable actions           necessary or
appropriate to prevent the entry of such stop order or to remove it           if entered
and promptly (and in any event within one business day) notify the           Holder of
the resolution of such situation.  







	 	        (v)     furnish
to the Holder and each underwriter, if any, of Registrable Securities           covered
by the Registration Statement filed pursuant to this Agreement, without           charge,
(A) promptly after the same is prepared and filed with the Commission,           at least
one copy of the Registration Statement and any amendments thereto, each
          Prospectus and each amendment or supplement thereto, and, as promptly as
          practicable (and in any event within three (3) business days) after the date of
          effectiveness of the Registration Statement or any amendment thereto, a notice
          stating that the Registration Statement or amendment thereto has been declared
          effective, and (B) such number of copies of such Registration Statement, each
          amendment and supplement thereto (in each case including all exhibits thereto),
          and the Prospectus included in such Registration Statement, in conformity with
          the requirements of the Securities Act, and such other documents as the Holder
          may reasonably request in order to facilitate the disposition of the
Registrable           Securities owned by the Holder. Such delivery of documents pursuant
to clause           (B) above shall be made by the Company within three (3) trading days
of receipt           of a request therefor from the Holder.  







	 	        (vi)    as
expeditiously as reasonably possible, register or qualify the Registrable
          Securities under the securities or “blue sky” laws of each state of
          the United States of America as the Holder or the underwriters, if any, of the
          Registrable Securities covered by a Registration Statement filed hereunder
          reasonably requests, and do any and all other acts and things which may be
          reasonably necessary or advisable to enable the Holder and each underwriter, if
          any, to consummate the public sale or other disposition in such states of the
          Registrable Securities owned by the Holder; provided that the Company
          shall not be required to (A) qualify generally to do business in any
          jurisdiction where it would not otherwise be required to qualify but for this
subsection (vi), (B) subject itself to taxation in any such jurisdiction
          or (C) consent to general service of process in any such jurisdiction.  









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	 	        (vii)   give
notice to the Holder and counsel for the Holder, (A) promptly (and in any           event
within three (3) business days) when any Prospectus, Prospectus           supplement,
Registration Statement or post-effective amendment to the           Registration
Statement has been filed with the Commission and, with respect to           the
Registration Statement or any post-effective amendment, when the same has           been
declared effective, (B) promptly (and in any event within three (3)           business
days) of any written request by the Commission or any other federal or           state
governmental authority for amendments or supplements to any Registration
          Statement or related Prospectus or for additional information, (C) promptly
(and           in any event within one business day) of the issuance by the Commission or
any           other federal or state governmental authority of any stop order suspending
the           effectiveness of the Registration Statement or the initiation or written
threat           of any proceedings for that purpose, (D) promptly (and in any event
within one           business day) 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 the           written threat of any proceeding for such purpose, (E)
promptly (and in any           event within one business day) of the occurrence of a
Material Event (but not           the nature of or details concerning such Material
Event) and (F) promptly (and           in any event within one (1) business day) of the
determination by the Company           that a post-effective amendment to the
Registration Statement will be filed with           the Commission, which notice may, if
permitted pursuant to Section 5(b)(ii),           state that it constitutes a Deferral
Notice, in which event the provisions of           Sections 5(b)(ii) and 5(d) shall
apply.  







	 	        (viii)  enter
into customary agreements (including an underwriting agreement in           customary
form) and take all such other reasonable and customary actions           (including
causing its legal counsel to deliver customary legal opinions and its
          independent auditor to deliver customary “cold comfort letters”) as
          the Holder or the underwriters, if any, may reasonably request in order to
          expedite or facilitate the disposition of the Registrable Securities in
          accordance with the terms of this Agreement.  







	 	        (ix)    otherwise
use its best efforts to comply with all applicable rules and           regulations of the
Commission in connection with any registration hereunder.  







	 	        (x)     make
reasonably available for inspection during normal business hours by
          representatives of the Holder, and any broker-dealers, counsel for the Holder,
          accountants or underwriters, all relevant financial and other records and
          pertinent corporate documents and properties of the Company and its
          subsidiaries, and cause the appropriate officers, directors and employees of
the           Company and its subsidiaries to be reasonably available during normal
business           hours to discuss the Company’s business and finances and to make
reasonably           available for inspection during normal business hours on reasonable
notice all           relevant information reasonably requested by such representatives of
the Holder,           or any such broker-dealers, counsel for the Holder, accountants or
underwriters           in connection with such disposition, in each case as is customary
for similar           “due diligence” examinations; provided, however,
that           the Holder (and its agents and representatives) shall hold in confidence
and           shall not make any disclosure of any such information, unless (A)
disclosure of           such information is necessary or appropriate to comply with
federal or state           securities laws, (B) disclosure of such information is
necessary or appropriate           to avoid or to correct a misstatement or omission in
the Registration Statement           (and only for the purpose of correcting such
misstatement or omission in the           Registration Statement), (C) release of such
information is ordered pursuant to           a subpoena or other order from a court or
government body of competent           jurisdiction, (D) such information has been made
generally available to the           public other than by disclosure in violation of this
or any other agreement, or           (E) the Company consents in writing to any such
disclosure. The Holder agrees           that it shall, upon learning that disclosure of
such information is sought in or           by a court or governmental body of competent
jurisdiction or through other           means, if permitted, give prompt notice to the
Company and allow the Company, at           its expense, to undertake appropriate action
to prevent disclosure of, or to           obtain a protective order for, the information
deemed confidential. Nothing           herein shall be deemed to limit the Holder’s
ability to sell Registrable           Securities in a manner which is otherwise
consistent with applicable laws and           regulations.  









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	 	        (xi)    hold
in confidence and not make any disclosure of information concerning the           Holder
provided to the Company pursuant to this Agreement unless (A) disclosure           of
such information is necessary to comply with federal or state securities           laws,
provided that the Holder shall be given reasonable notice of the
          proposed disclosure and that such disclosure is limited to the maximum extent
          permitted under such securities laws, (B) disclosure of such information is
          necessary to avoid or correct a misstatement or omission in the Registration
          Statement, (C) release of such information is ordered pursuant to a subpoena or
          other order from a court or governmental body of competent jurisdiction, (D)
          such information has been made generally available to the public other than by
          disclosure in violation of this or any other agreement, or (E) the Holder
          consents in writing to any such disclosure. The Company agrees that it shall,
          upon learning that disclosure of such information concerning the Holder is
          sought in or by a court or governmental body of competent jurisdiction or
          through other means, give prompt notice to the 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.  







	 	        (xii)   on
or before the Effective Date, cause all Registrable Securities registered           under
this Agreement to be listed on The NASDAQ National Market           (“Nasdaq”),
and pay any fees for the additional listing of the           shares of the Common Stock
on Nasdaq as required by Nasdaq, or such other           principal market as the Common
Stock may then be listed or traded, and take such           other acts as may be
necessary to secure such listing.  







	 	        (d)    Effect
of Failure to File, Obtain and Maintain Effectiveness of Registration           Statement.
If (i) 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 Commission on or           before the Filing
Deadline Date (a “Filing Default”) or (B) not           declared
effective by the Commission on or before the Effectiveness Deadline           Date (an
“Effectiveness Default”) or (ii) on any day after such
          Registration Statement has been declared effective by the Commission sales of
          all the Registrable Securities required to be included in such Registration
          Statement cannot be made (other than during a Deferral Period permitted
pursuant           to Section 5(b)(ii) above) pursuant to such Registration Statement
(including,           without limitation, because of a failure to keep such Registration
Statement           effective, to disclose such information as is necessary for sales to
be made           pursuant to such Registration Statement or to register sufficient
shares of           Common Stock) (a “Blackout Default”), then, as
partial relief           for the damages to the 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 at law or in equity), the
Company shall pay to           the Holder, as liquidated damages and not as a penalty, an
amount in cash equal           to the product of (A) the Default Amount, multiplied by
(B) the Default Period.           For purposes of this Section 5(d):  









10 












	 	        (i)     “Default
Amount” means $5,000.00.  







	 	        (ii)    “Default
Period” means (x) the number of calendar days after           the Filing
Deadline Date that the Registration Statement is not filed with the           Commission,
in the case of a Filing Default, (y) the number of calendar days           after the
Effectiveness Deadline Date that the Registration Statement is not           declared
effective by the Commission, in the case of an Effectiveness Default,           and (z)
the number of calendar days after the Registration Statement has been           declared
effective by the Commission that the Registration Statement is not           available
(other than during a permitted Deferral Period) for the sale of all of           the
Registrable Securities to be included in such Registration Statement, in the
          case of a Blackout Default.  







        The
payments to which the Holder shall be entitled pursuant to this Section 5(d) are referred
to herein as “Registration Delay Payments.” Registration Delay Payments
shall be paid on the earlier of (I) the last day of each calendar month during which the
event or failure giving rise to such Registration Delay Payment occurs or is continuing
and (II) the third business day after the event or failure giving rise to the
Registration Delay Payments is cured. In the event the Company fails to make Registration
Delay Payments in a timely manner, such Registration Delay Payments shall bear interest
at the rate of 1.5% per month (prorated for partial months) until paid in full.  





        6.     Other
Registration Rights. The Holder acknowledges that           certain other
securityholders of the Company may now or hereafter have           registration rights,
and that such other securityholders may be entitled to sell           their securities at
the same time as the Holder hereunder.  





        7.     Expenses
of Registration. All Registration Expenses           incurred in
connection with the registrations hereunder shall be borne by the           Company. All
Selling Expenses relating to the sale of the Registrable Securities           by the
Holder hereunder shall be borne by the Holder. Each of the parties shall           bear
its own costs and expenses and the costs and expenses of its counsel and           other
agents in connection with the transactions contemplated hereby; provided,
          however, that the Company shall reimburse the Holder for one-half the cost of
          the fees and disbursements of one counsel for the Holder(s) incurred in
          connection with the Registration Statement, not to exceed in the aggregate
          $10,000.  










11 











        8.     Indemnification.  





	 	        (a)    Company’s
Indemnification Obligations. The Company hereby agrees to           indemnify and
hold harmless the Holder, each of its affiliates, each of their           respective
directors, officers, employees, partners, advisors and agents, and           each other
person, if any, who controls the Holder or any such affiliate within           the
meaning of Section 15 of the Securities Act, against all claims, losses,
          damages, liabilities and expenses (or actions or proceedings in respect
          thereof), joint or several, including reasonable costs of investigation and
          reasonable legal fees and expenses, and any of the foregoing incurred in
          settlement of any litigation, commenced or threatened, arising out of or based
          on (i) any untrue statement (or alleged untrue statement) of a material fact
          contained in any registration statement, preliminary Prospectus, Prospectus,
          offering circular or other document, or any amendment or supplement thereto,
          (ii) any omission (or alleged omission) to state therein a material fact
          required to be stated therein or necessary to make the statements therein, in
          light of the circumstances in which they were made, not misleading or (iii) any
          violation or alleged violation by the Company of the Securities Act, the
          Exchange Act, any other applicable securities law, including, without
          limitation, any state securities law, or any rule or regulation thereunder or
          under the Securities Act or the Exchange Act relating to the offer or sale of
          the Registrable Securities; and the Company will reimburse each Indemnified
          Party (as defined in Section 8(c)) for any legal and other expenses
          reasonably incurred in connection with investigating, preparing for or
defending           any such claim, loss, damage, liability or action, provided that
the           Company will not be liable in any such case to the extent that any such
claim,           loss, damage, liability or expense arises out of or is based on any
untrue           statement (or alleged untrue statement) or omission (or alleged
omission) made           in reliance upon and in conformity with written information
furnished to the           Company by or on behalf of the Holder, specifically for use
therein, including,           without limitation, the “Plan of Distribution” section
contained           therein. In connection with any underwritten offering of Registrable
Securities           effected hereunder, the Company also agrees to indemnify
underwriters           participating in the distribution, their officers, directors,
employees,           partners and agents, and each person who controls such underwriters
(within the           meaning of the Securities Act) to the same extent as provided
above, if so           requested.  







	 	        (b)    Holder’s
Indemnification Obligations. The Holder hereby agrees to           indemnify and hold
harmless the Company, each of its affiliates, each of their           respective
directors, officers, employees, partners, advisors and agents, and           each other
person, if any, who controls the Company or any such affiliate within           the
meaning of Section 15 of the Securities Act, against all claims, losses,
          damages, liabilities and expenses (or actions or proceedings in respect
          thereof), joint or several, arising out of or based on (i) any untrue
          statement (or alleged untrue statement) of a material fact contained in any
          registration statement, preliminary Prospectus, Prospectus, offering circular
or           other document, or any amendment or supplement thereto, or (ii) any
          omission (or alleged omission) to state therein a material fact required to be
          stated therein or necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading, and will reimburse
          each Indemnified Party for any legal and other expenses reasonably incurred in
          connection with investigating, preparing for or defending any such claim, loss,
          damage, liability or action, but, in the case of clauses (i) and (ii) above,
          only to the extent that such untrue statement (or alleged untrue statement) or
          omission (or alleged omission) is made in reliance upon and in conformity with
          written information furnished to the Company by or on behalf of the Holder
          specifically for use therein, including, without limitation, the “Plan of
          Distribution” section contained therein; provided, however,
          that the obligations of the Holder hereunder shall be limited to an amount
equal           to the net proceeds to the Holder of the Registrable Shares sold in
connection           with such registration. In connection with any underwritten offering
of           Registrable Securities effected hereunder, the Holder also agrees to
indemnify           underwriters participating in the distribution, their officers,
directors,           employees, partners and agents, and each person who controls such
underwriters           (within the meaning of the Securities Act) to the same extent as
provided above,           if so requested.  









12 











	 	        (c)    Indemnification
Procedures. Each party entitled to indemnification under           this Section 8 (the
“Indemnified Party”) shall give           notice to the party required
to provide indemnification (the           “Indemnifying Party”) promptly
after such Indemnified Party has           actual knowledge of any claim as to which
indemnity may be sought, and shall           permit the Indemnifying Party to assume the
defense of any such claim or any           litigation resulting therefrom, provided that
(i) counsel for the Indemnifying           Party who conducts the defense of such claim
or litigation, shall be approved by           the Indemnified Party (which approval shall
not unreasonably be withheld), and           the Indemnified Party may participate in
such defense at such party’s           expense, (ii) the failure of any Indemnified
Party to give notice as provided           herein shall not relieve the Indemnifying
Party of its obligations under this Section 8 unless the failure to give such
notice is materially           prejudicial to an Indemnifying Party’s ability to
defend such action, and           then only to the extent that such Indemnifying Party is
materially prejudiced,           and (iii) the Indemnifying Party shall not assume the
defense for matters as to           which, in the reasonable opinion of counsel retained
by the Indemnified Party,           there is a conflict of interest or there are separate
or different defenses. The           Indemnifying Party also shall be responsible for the
reasonable expenses of such           defense if the Indemnifying Party does not elect to
assume such defense. No           Indemnifying Party, in the defense of any such claim or
litigation, shall,           except with the consent of each Indemnified Party, consent
to entry of any           judgment or enter into any settlement which (A) does not
include as an           unconditional term thereof the giving by the claimant or
plaintiff to such           Indemnified Party of a full and complete release from all
liability in respect           to such claim or litigation and a covenant not to sue, (B)
includes any           admission of fault by the Indemnified Party or (C) commits the
Indemnified Party           to pay any money damages. The indemnification required by
this Section 8 shall be made by periodic payments of the amount thereof
during the course           of the investigation or defense, as and when bills are
received or such expense,           loss, damage or liability is incurred.  







	 	        (d)              The
indemnity agreements contained herein shall be in addition to any cause of
          action or similar right of the Indemnified Party against the Indemnifying Party
          or others.  







        9.     Contribution.
If the indemnification provided for in Section 8 is held by a court of competent
jurisdiction to be unavailable           to an Indemnified Party or insufficient to hold
it harmless as contemplated by Section 8, then the Indemnifying Party, in lieu of
indemnifying the           Indemnified Party hereunder, shall contribute to the amount
paid or payable by           the Indemnified Party as a result of such loss, claim,
damage or liability to           which such party may be subject in such proportion as is
appropriate to reflect           not only the relative benefits received by the
Indemnifying Party and the           Indemnified Party, but also the relative fault of
the Indemnifying Party and the           Indemnified Party in connection with the
statements or omissions that resulted           in such loss, claim, damage or liability,
as well as any other relevant           equitable considerations, provided that no Holder
shall be required to           contribute an amount greater than the dollar amount of the
net proceeds actually           received by such Holder with respect to the sale of the
Registrable Securities           giving rise to such indemnification obligation. The
relative fault of any           Indemnifying Party or of any Indemnified Party shall be
determined by reference           to, among other things, whether the untrue or alleged
untrue statement of a           material fact or omission or alleged omission to state a
material fact relates           to information supplied by such Indemnifying Party or the
Indemnified Party or           their affiliates or representatives, and the parties’ relative
intent,           knowledge, access to information and the opportunity to correct or
prevent such           statement or omission. The parties hereto agree that it would not
be just and           equitable if contribution pursuant to this Section 9 were
determined by           (a) pro rata allocation (even if all Holders or any agents
for the Holders           or any underwriters of the Registrable Securities, or all of
them, were treated           as one entity for such purpose), or (b) any other
method that does not take           into account the equitable considerations referred to
in this Section 9.           The amount paid or payable by an Indemnified Party as
a result of the losses,           claims, damages or liabilities (or actions or
proceedings in respect thereof)           referred to above shall be deemed to include
any legal or other fees or expenses           reasonably incurred by such Indemnified
Party in connection with investigating           or defending any such action, proceeding
or claim. No person guilty of           fraudulent misrepresentation (within the meaning
of Section 11(f) of the           Securities Act) shall be entitled to contribution from
any person who is not           also guilty of fraudulent misrepresentation. Any party
entitled to contribution           shall, promptly after receipt of notice of
commencement of any action, suit or           proceeding against such party in respect of
which a claim for contribution may           be made against another party or parties
under this Section 9, notify           such party or parties from whom
contribution may be sought, but the omission so           to notify such party or parties
from whom contribution may be sought shall not           relieve such party from any
other obligation it or they may have thereunder or           otherwise under this Section
9. The rights and obligations of the Company           and the Holder under this Section
9 and under Section 8 above           shall survive the termination of this
Agreement.  





13 











        10.    Information
by Holder. The Holder shall furnish to the           Company such
information regarding the Holder, the number of Registrable           Securities held by
it and the distribution proposed by the Holder as the Company           may reasonably
and timely request in writing and as shall be required in           connection with any
registration referred to in this Agreement. Notwithstanding           anything contained
herein to the contrary, the Company shall have no obligation           to effect any
registration hereunder prior to its receipt of such information.  





        11.    Rule
144 Reporting. With a view to making available to the           Holder the
benefits of certain rules and regulations of the Commission which may           permit
the sale of the Registrable Securities to the public without           registration, the
Company agrees to use its reasonable best efforts to:  





	 	        (a)              Make
and keep public information about the Company available, as those terms are
          understood and defined in Rule 144 under the Securities Act;  







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







	 	        (c)              Furnish
to the Holder, so long as the Holder owns or has the right to acquire           any
Registrable Securities, promptly after the Holder’s written request, a
          written statement by the Company as to its compliance with the foregoing
          requirements and such other information as may be reasonably requested in
          availing the Holder of any rule or regulation of the Commission which permits
          the selling of any such securities without registration.  







        12.    Transfer
of Rights. The rights granted to the Holder by the           Company
pursuant to this Agreement may be transferred or assigned by the Holder           to a
Permitted Transferee, provided, that (a) such transfer or
          assignment is in compliance with the terms of Sections 2(a), 2(c) and 4 of this
          Agreement and (b) except in the case of a Permitted Transferee that is an
          affiliate of the Holder, the Permitted Transferee acquires no less than 200,000
          shares of Registrable Securities.  





        13.    Amendment.
Any provision of this Agreement may be amended           or the observance thereof may be
waived (either generally or in a particular           instance and either retroactively
or prospectively) only with the written           consent of the Company and the Holder.  









14 











        14.    Governing
Law. This Agreement shall be governed in all           respects by the
laws of the State of Delaware, without regard to conflict of           laws provisions.  





        15.    Entire
Agreement. This Agreement and the Purchase Agreement           and any
annexes, exhibits and schedules attached hereto and thereto and           delivered in
connection herewith and therewith, as the case may be, constitute           the full and
entire understanding and agreement among the parties regarding the           matters set
forth herein. The provisions hereof shall inure to the benefit of,           and be
binding upon, the successors, permitted assigns, heirs, executors and
          administrators of the parties hereto.  





        16.    Notices.
All notices and other communications required or           permitted hereunder shall be
in writing and shall be deemed delivered (a) four           business days after being
sent to the parties at their respective addresses           indicated herein by
registered or certified mail, return receipt requested and           postage prepaid, or
(b) three business days after being sent via a reputable           courier service
guaranteeing international delivery within three business days.           The respective
addresses to be used for all such notices and other           communications are as
follows:  





	 	        (a)              if
to the Holder, to:  








	 	
Nycomed Danmark ApS

Langebjerg 1

DK-4000 Roskilde

Denmark

Attention:  President 






	 	
with
copies to: 






	 	
Nycomed Group

P.O. Box 205

NO-1372 Asker, Norway

Attention:  General Counsel 






	 	
Hale and Dorr LLP

60 State Street

Boston, Massachusetts  02109

Attention:  Stuart Falber, Esq. 







	 	        (b)              if
to the Company, to:  








	 	
NPS Pharmaceuticals, Inc.

420 Chipeta Way

Salt Lake City, Utah 84108

Attention:  Office of the General Counsel 







15 











	 	
with
a copy to: 






	 	
Foley & Lardner LLP

3000 K Street, NW

Washington, DC  20007

Attention:  Thomas E. Hartman, Esq. 







        Any
party to this Agreement may give notice or other communication hereunder using any other
means (including personal delivery, messenger service, telecopy ordinary mail or
electronic mail), but no such notice or other communication shall be deemed to have been
duly given unless and until it actually is received by the party for whom it is intended.
Each party to this Agreement may change the address to which notices and other
communications hereunder are to be delivered by giving the other party to this Agreement
notice in accordance with this Section. 



        17.    Counterparts.
This Agreement may be executed in any number           of counterparts, including a
facsimile counterpart, each of which shall be an           original, but all of which
together shall constitute one instrument.  





        18.    Severability.
The invalidity or unenforceability of any           provision of this Agreement shall not
affect the validity or enforceability of           any other provision of this Agreement.  





        19.    Specific
Performance In addition to any and all other           remedies that may
be available at law in the event of any breach of this           Agreement, the Holder
shall be entitled to specific performance of the           agreements and obligations of
the Company hereunder and to such other injunctive           or other equitable relief as
may be granted by a court of competent           jurisdiction.  





        20.    Section
Headings and References. The section headings are for the           convenience
of the parties and in no way alter, modify, amend, limit or restrict           the
contractual obligations of the parties. Any reference in this Agreement to a
          particular section or subsection shall refer to a section or subsection of this
          Agreement, unless specified otherwise.  





        21.    Venue.
Each party to this Agreement (a) submits to the           jurisdiction of any state
or federal court sitting in New York in any action or           proceeding arising out of
or relating to this Agreement, (b) agrees that           all claims in respect of
such action or proceeding may be heard and determined           in any such court, (c) waives
any claim of inconvenient forum or other           challenge to venue in such court and
(d) agrees not to bring any action or           proceeding arising out of or relating to
this Agreement in any other court. Each           party agrees to accept service of any
summons, complaint or other initial           pleading made in the manner provided for
the giving of notices in           Section 16, provided that nothing in this Section 21
shall affect the           right of either party to serve such summons, complaint or
other initial pleading           in any other manner permitted by law.  





        22.    Expenses.
In the event that any suit, action or arbitration           is instituted in connection
with any alleged breach of, or to enforce any of the           provisions in, this
Agreement, the prevailing party in such dispute shall be           entitled to recover
from the losing party the reasonable fees and expenses of           its attorneys and
agents in connection with such dispute, which shall include,           without
limitation, all fees, costs and expenses of appeals.  







16 











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



	NPS PHARMACEUTICALS, INC.


	 	NYCOMED DANMARK ApS


	 
	By:   	/s/  Hunter Jackson  
	 	By:   	/s/  Hakan Bjorklund  
	 
		Name:	Hunter Jackson 
	 		Name:	Hakan Bjorklund 
	 
		Title:	President and CEO
	 		Title:	President and CEO
	 






















17 














EXHIBIT A 
TO 
REGISTRATION RIGHTS
AGREEMENT 



Plan of Distribution 




        We
are registering the shares of our common stock to permit the public offer and sale of
these securities by the selling stockholder from time to time after the date of this
prospectus. 



        We
will not receive any of the proceeds from the offering of the shares of our common stock
by the selling stockholder. The shares of common stock may be sold from time to time
directly by the selling stockholder or, alternatively, through underwriters,
broker-dealers or agents. If shares of common stock are sold through underwriters or
broker-dealers, the selling stockholder will be responsible for underwriting discounts or
commissions or agents’ commissions. 



        The
shares of common stock may be sold: 



	 	• 	in
one or more transactions at fixed prices;






	 	• 	at
prevailing market prices at the time of sale;






	 	• 	at
varying prices determined at the time of sale; or






	 	• 	at
negotiated prices.






        Such
sales may be effected in transactions, which may involve block trades or transactions in
which the broker acts as agent for the seller and the buyer: 



	 	• 	on
any  national  securities  exchange  or  quotation  service on which the shares of common
 stock may be               listed or quoted at the time of sale;






	 	• 	in
the over-the-counter market;






	 	• 	in
 transactions  otherwise  than  on a  national  securities  exchange  or  quotation
 service  or in the               over-the-counter market; or






	 	• 	through
the writing of options.






        In
connection with dispositions of shares of common stock, the selling stockholder may: 



	 	• 	enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of
the shares of common stock in the course of hedging the positions they assume; 






	 	• 	sell
short and deliver shares of common stock to close out the short positions; or


















	 	• 	loan
or pledge shares of common stock to broker-dealers that in turn may sell the shares.






        To
the extent required, this prospectus may be amended or supplemented from time to time to
describe any changes to this plan of distribution. In effecting sales, broker-dealers
engaged by the selling stockholder may arrange for other broker-dealers to participate in
the resales. 



        Broker-dealers
or agents may receive compensation in the form of commissions, discounts or concessions
from selling stockholder. Broker-dealers or agents may also receive compensation from the
purchasers of the shares for whom they act as agents or to whom they sell as principals,
or both. Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the selling
stockholder may be deemed to be “underwriters” within the meaning of
Section 2(11) of the Securities Act of 1933, when they sell the shares. Accordingly,
any commission, discount or concession received by them and any profit on the resale of
the shares purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act of 1933. 



        If
required under applicable state securities laws, the shares will be sold only through
registered or licensed brokers or dealers. 



        In
addition, any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 or any other available exemption from registration under the
Securities Act may be sold under Rule 144 or any of the other available exemptions rather
than pursuant to this prospectus. 



        There
is no assurance that the selling stockholder will sell any or all of the shares of common
stock described in this prospectus, and the selling stockholder may transfer, devise or
gift the shares by other means not described in this prospectus. 



        The
registration rights agreement between us and the selling stockholder contains provisions
that could limit the number of shares sold and timing of sales made by the selling
stockholder pursuant to this prospectus. In particular, the selling stockholder has agreed
to sell no more than 666,667 shares in open market transactions pursuant to this
prospectus in any calendar month. These limits cease in certain circumstances identified
in the registration rights agreement upon the occurrence of specified change of
control-related events. 



        The
selling stockholder will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Securities Exchange Act of 1934, including
Regulation M; these provisions may limit the timing of purchases and sales of shares of
our common stock by the selling stockholder. We will make copies of this prospectus
available to the selling stockholder and have informed it of the need to deliver copies of
this prospectus to purchasers at or prior to the time of any sale of the shares. 





A-2 











        We
will bear all costs, expenses and fees in connection with the registration of the shares.
The selling stockholder will bear all commissions and discounts, if any, attributable to
the sales of the shares. The selling stockholder may agree to indemnify any broker-dealer
or agent that participates in transactions involving sales of the shares against specific
liabilities, including liabilities arising under the Securities Act of 1933. The
registration rights agreement provides for us and the selling stockholder to indemnify
each other against certain liabilities arising under the Securities Act of 1933. 



        We
agreed pursuant to the registration rights agreement to use our reasonable best efforts to
cause the registration statement to which this prospectus relates to become effective as
soon as practicable and to keep the registration statement effective until the earlier of: 



	 	• 	the
sale of all the shares registered pursuant to the registration rights agreement, and






	 	• 	such
date that all shares registered pursuant to the registration rights agreement may be sold
pursuant to Rule 144(k). 



























A-3