c51650_ex10-5.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







EX-10.5

Execution Copy


REGISTRATION RIGHTS AGREEMENT


          This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2007, among GAMMACAN INTERNATIONAL, INC., a Delaware corporation (the “Company”), and ARP BIOMED, LTD., a limited liability company incorporated under the laws of the State of Israel, with its business address for purposes hereof at c/o Mr. Yair Aloni, 12A Shbazi Street, Neve Tzedek, Tel Aviv, Israel (“Seller”). 


          This Agreement is made pursuant to the Share Purchase Agreement, made as of the date hereof (the “Purchase Agreement”), between
Seller and the Company.  All capitalized terms used, but not otherwise defined, herein shall have the respective definitions assigned thereto in the Share Purchase Agreement 





          The Company and each Purchaser hereby agrees as follows:





          1.     Definitions.  Capitalized terms used, but not otherwise defined herein that are defined in the Purchase
Agreement shall have the respective meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 




          “Advice” shall have the meaning set forth in Section 6(d). 


          “Effectiveness Period” shall have the meaning set forth in Section 2(a).


          “Filing Date” means, with respect to the initial Registration Statement required hereunder, the 60th calendar day following the Key
Date (as hereinafter defined) and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional
Registration Statement related to the Registrable Securities. Notwithstanding the foregoing, in the event that the Company intends to file or amend a Registration Statement on a date within 45 days following any date which is otherwise a Filing Date
hereunder and the Holders of the Registrable Securities shall be entitled to include in such Registration Statement the resale of all of their Registrable Securities, then, in lieu of the aforementioned Registration Statement, the Registrable
Securities shall be included in such Registration Statement to be so filed or amended. Inclusion of Registrable Securities in any such Registration Statement shall be deemed to satisfy the obligations of the Company hereunder. 


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


          “Indemnified Party” shall have the meaning set forth in Section 5(c). 


          “Indemnifying Party” shall have the meaning set forth in Section 5(c).


          “Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement. 

 














          “Key Date” shall mean (i) the date 18 months following the date hereof provided that the Ruling (as defined in the Purchase
Agreement) is received on or prior to the date six months following the date hereof and is reasonably satisfactory to the Company, or (ii) if the Ruling is not received on or prior to the date six months following the date hereof, but is received
thereafter and is reasonably satisfactory to the Company, on the date 12 months following the date of the receipt of the Ruling.


          “Losses” shall have the meaning set forth in Section 5(a). 


          “Plan of Distribution” shall have the meaning set forth in Section 2(a).


          “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus. 


          “Purchase Agreement” shall have the meaning set forth in the Introduction hereto.


          “Registrable
Securities” means all of (i) the Shares, (ii)
the Warrant Shares, (iii) any additional shares issuable in connection  with
any anti-dilution provisions in the Warrant or the Additional Warrants (without
giving effect to any limitations on exercise set forth in the Warrant and the
Additional Warrants) and (iv) any shares of Common Stock issued or issuable upon
any  stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing.


          “Registration Statement” means the registration statements required to be filed hereunder and any additional registration
statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement. 


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


          “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. 


          “Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a). 




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          “SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission
staff and (ii) the Securities Act. 


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




          2.      Registration.


                 In
the event that, on the Key Date the Holders shall be unable to utilize Rule 144(k)
or another exemption from the registration provisions of the Securities Act to
resell the Registrable Securities  without regard to volume limitation, the Company
shall, on or prior to the Filing Date, prepare and file with the Commission a
Registration Statement covering the resale of all or such portion as permitted
by SEC Guidance (provided that, the Company  shall use commercially reasonable
efforts to advocate with the Commission for the registration of all of the Registrable
Securities) of the Registrable Securities on such Filing Date that are not then
registered on an effective Registration  Statement for an offering to be made
on a continuous basis pursuant to Rule 415. Notwithstanding the foregoing, in
the event that the Company should between the Key Date and the Filing Date have
pending before the Commission a Registration  Statement, the Company may, at
its option, include the registration of the resale of such Registrable Securities
in such pending Registration Statement in lieu of preparing and filing an additional
Registration Statement pursuant to the immediately  preceding sentence. The Registration
Statement shall be on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form in  accordance herewith) and
shall contain (unless otherwise directed by at least an 85% majority in interest
of the Holders) substantially the “Plan of
Distribution” attached hereto
as Annex A. Subject
to the terms of this Agreement, the Company shall use its commercially reasonable
best efforts to cause a Registration Statement to be declared effective under
the  Securities Act as promptly as practicable after the filing thereof, and
shall use its commercially reasonable best efforts to keep such Registration
Statement continuously effective under the Securities Act until the earlier of
(A) all Registrable  Securities covered by such Registration Statement have been
sold, (B) all Registrable Securities may be sold without volume restrictions
pursuant to Rule 144(k), as determined by the counsel to the Company pursuant
to a written opinion letter to  such effect, addressed and acceptable to the
Company’s transfer agent and the affected Holders, and (C) the first anniversary
following the effective date (the “Effective
Date”) of such Registration Statement under
the Securities Act (the “Effectiveness Period”).
The Company shall promptly notify the Holders of the effectiveness of a Registration
Statement. The Company shall, by 9:30 a.m. New York City time on the Trading
Day after the Effective Date, file a final Prospectus with the Commission as
required by Rule 424, if required. Notwithstanding any other provision of this
Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable
Securities to be registered on a particular Registration Statement (and notwithstanding
that the Company used best efforts to advocate with the Commission for the registration
of all or a greater number of Registrable Securities), unless otherwise directed
in writing by a Holder as to its Registrable Securities, the number of Registrable
Securities to be registered on such Registration Statement will first be reduced
by Registrable Securities represented by shares of
Common Stock issuable upon exercise of the Warrant and the Additional Warrant
(the “Warrant Shares”) (applied, in the case that some Warrant Shares may be
registered, to the Holders on a pro rata basis based on the total number of unregistered
Warrant Shares held by such Holders on a fully diluted basis), and second by


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Registrable Securities represented by shares (“Shares”) of Common Stock (applied, in the case that some Shares may be registered, to the Holders on a pro rata
basis based on the total number of unregistered Shares held by such Holders). 


          3.      Registration Procedures


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



        (a)     
Each Holder agrees to furnish to the Company a completed questionnaire in the
form attached to this Agreement as Annex B (a
“Selling Shareholder Questionnaire”)
not less than two Trading Days prior to the Filing Date or by the end of the
fourth Trading Day following the date on which such Holder  receives draft materials
in accordance with this Section. 


        (b)     (i)
Prepare and file with the Commission such amendments, including post-effective
amendments, to a Registration Statement and the  Prospectus used in connection
therewith as may be necessary to keep a Registration Statement continuously effective
as to the applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional  Registration Statements
in order to register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement (subject to the terms of this  Agreement),
and as so supplemented or amended to be filed pursuant to Rule 424 if required
thereby; (iii) respond as promptly as reasonably possible to any comments received
from the Commission with respect to a Registration Statement or any  amendment
thereto and provide as promptly as reasonably possible to the Holders true and
complete copies of all correspondence from and to the Commission relating to
a Registration Statement (provided that the Company may excise any information
 contained therein which would constitute material non-public information as
to any Holder which has not executed a confidentiality agreement with the Company);
and (iv) comply in all material respects with the provisions of the Securities
Act and  the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in
accordance (subject to the terms of this Agreement) with the intended methods
of disposition by the  Holders thereof set forth in such Registration Statement
as so amended or in such Prospectus as so supplemented. 


        (c)      
Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (iii) through (vi) hereof, be accompanied  by an instruction
to suspend the use of the Prospectus until the requisite changes have been made)
as promptly as reasonably possible and (if requested by any such Person) promptly
confirm such notice in writing (i)(A) when a Prospectus or any  Prospectus supplement
or post-effective amendment to a Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a “review” of
such Registration Statement and whenever the Commission  comments in writing
on such Registration Statement; and (C) with respect to a Registration Statement
or any post-effective amendment, when the same has become effective; (ii) of
any request by the Commission or any other Federal or




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state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of
any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage
of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence
of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a
Registration Statement or Prospectus, provided that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement
that any such information is material, non-public information. 


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


        (e)      At
the request of any Holder, furnish to such Holder, without charge, at least one
conformed copy of each such Registration Statement and  each amendment thereto,
including financial statements and schedules, all documents incorporated or deemed
to be incorporated therein by reference to the extent requested by such Person,
and all exhibits to the extent requested by such Person  (including those previously
furnished or incorporated by reference) promptly after the filing of such documents
with the Commission request therefor. 


        (f)      Subject
to the terms of this Agreement, the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto  by each of the selling Holders
in connection with the offering and sale of the Registrable Securities covered
by such Prospectus and any amendment or supplement thereto, except after the
giving of any notice pursuant to Section 3(c). 


        (g)      Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable
efforts to register or qualify or cooperate with  the selling




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Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not
then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. 


        (h)     If
requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing  Registrable Securities
to be delivered to a transferee pursuant to a Registration Statement, which certificates
shall be free, to the extent permitted by applicable law and the terms of the
Purchase Agreement, of all restrictive legends, and to  enable such Registrable
Securities to be in such denominations and registered in such names as any such
Holders may reasonably request.


        (i)      Upon
the occurrence of any event contemplated by this Section 3, as promptly as reasonably
possible under the circumstances taking into  account the Company’s good
faith assessment of any adverse consequences to the Company and its stockholders
of the premature disclosure of such event, prepare a supplement or amendment,
including a post-effective amendment, to a Registration  Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter
delivered, neither a Registration Statement nor such  Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. If  the Company
notifies the Holders in accordance with clauses (iii) through (vi) of Section
3(d) above to suspend the use of any Prospectus until the requisite changes to
such Prospectus have been made, then the Holders shall suspend use of such  Prospectus.
The Company will use its best efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable. The Company shall be entitled to
exercise its right under this Section 3(i) to suspend the availability of a
Registration Statement and Prospectus, for a period not to exceed 60 calendar
days (which need not be consecutive days) in any 12 month period. 


        (j)      Comply
in all material respects with all applicable rules and regulations of the Commission. 


        (k)     The
Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock  beneficially owned by such
Holder and, if required by the Commission, the natural persons thereof that have
voting and dispositive control over the Registrable Securities. In the event
that any Holder fails to furnish such information promptly  following the Company’s
request, the Company shall be permitted to exclude such Holder from the Registration
Statement,




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provided that as soon as such information is furnished, the Company shall use its commercially reasonable efforts to include such Holder on the Registration Statement after filing. 




          4.     Registration Expenses. All fees and expenses incident to the performance of or compliance with this
Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state
securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities),
(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act
liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.  In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. 


          5.      Indemnification. 



        (a)      Indemnification
by the Company.  The Company shall, notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, investment advisors and employees
(and any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such  title or any other title) of each
of them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, shareholders, partners, agents and  employees (and any other
Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title)of each such controlling
Person, to the fullest extent permitted by applicable law, from  and against
any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as  incurred, arising out of or relating to (1) any untrue or alleged untrue
statement of a material fact contained in a Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any
preliminary  prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in  light of the circumstances under which they were 




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made) not misleading, or (2) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its
obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by, or on behalf of, such Holder
expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for
use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for
this purpose and the information provided in writing to the Company by such Holder in its completed questionnaire in the form attached hereto as Annex B) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of
which the Company is aware. 


        (b)     Indemnification
by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the  Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such  controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, to the
extent arising out of or based solely upon: (x) such Holder’s failure to
comply with the prospectus delivery requirements  of the Securities Act or (y)
any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or  arising out of or relating
to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (i) to the
extent, but only to the extent, that such untrue statement or  omission is contained
in any information so furnished in writing by, or on behalf of, such Holder to
the Company specifically for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent that such information relates to such  Holder’s
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a Registration
Statement (it being understood that the Holder has approved Annex
A hereto for this purpose and the information provided
in writing to the Company by such Holder in its completed questionnaire in the
form attached hereto as Annex
B), such Prospectus or such form of Prospectus
or in any amendment or supplement thereto or (iii) in the case of an occurrence
of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
Holder of an  outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior
to the receipt by such Holder of the Advice contemplated in Section 6(d). In
no event shall the liability  of any selling Holder hereunder be greater in amount
than the dollar amount




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of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 


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



        An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense  of such Indemnified Party or Parties unless:
(1) the Indemnifying Party has agreed in writing to pay such fees and expenses;
(2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel  reasonably satisfactory to such Indemnified
Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and counsel to the  Indemnified Party shall reasonably believe
that a material conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the  Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
the reasonable fees and expenses of no more than one  separate counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party shall not
be liable for any settlement of any such Proceeding effected without its written
consent, which consent shall not be unreasonably withheld or  delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional  release of
such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding. 


        Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent incurred in connection
with investigating or  preparing to defend such Proceeding in a manner not inconsistent
with this Section) shall be paid to the Indemnified Party, as incurred, within
ten Trading Days of written notice thereof to the Indemnifying Party, provided
that the Indemnified Party
shall promptly reimburse the Indemnifying Party for that portion of such
fees and expenses applicable to such actions for which such Indemnified Party
is judicially determined to be not entitled to indemnification hereunder. 




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        (d)     Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or  insufficient to hold an Indemnified Party harmless for any Losses,
then each Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the  Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party  shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to  information supplied by, such Indemnifying
Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a  party as a result of any Losses
shall be deemed to include, subject to the limitations set forth in this Agreement,
any reasonable attorneys’ or other fees or expenses incurred by such party
in connection with any Proceeding to the extent such  party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms. 


        The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not  take into account the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the provisions
of this Section 5(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount  by which the net proceeds actually received
by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or  alleged untrue statement or omission or alleged
omission, except in the case of fraud by such Holder. 


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


6.     Miscellaneous. 


        (a)     Remedies.
In the event of a breach by the Company or by a Holder of any of their respective
obligations  under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and under
this Agreement, including recovery of damages, shall be entitled to specific
performance of its  rights under this Agreement. The Company and each Holder
agree that monetary damages would not provide adequate compensation for any losses
incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees  that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that
a remedy at law would be adequate. 




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        (b)     Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery
requirements  of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement. 


        (c)      Discontinued
Disposition.  By its acquisition of Registrable
Securities, each Holder agrees that, upon  receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d), such Holder
will forthwith discontinue disposition of such Registrable Securities under a
Registration Statement until it is advised in  writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. The Company will use its commercially
 reasonable best efforts to ensure that the use of the Prospectus may be resumed
as promptly as it practicable.


        (d)     Amendments
and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may  not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders
of a majority of the then Registrable  Securities. If a Registration Statement
does not register all of the Registrable Securities pursuant to a waiver or amendment
done in compliance with the previous sentence, then the number of Registrable
Securities to be registered for each Holder  shall be reduced pro rata among
all Holders and each Holder shall have the right to designate which of its Registrable
Securities  shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders and that
does not directly or  indirectly affect the rights of other Holders may be given
by Holders of all of the Registrable Securities to which such waiver or consent
relates; provided, however,
that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence. 


        (e)      Notices.
Any and all notices or other communications or deliveries required or permitted
to  be provided hereunder shall be delivered as set forth in the Purchase Agreement. 


        (f)      Successors
and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may
not assign its rights (except by merger) or obligations hereunder without the
prior written consent of a majority of the Holders of the  then-outstanding Registrable
Securities. Each Holder may assign their respective rights hereunder in the manner
and to the Persons as permitted under the Purchase Agreement. 


        (g)     Execution
and Counterparts. This Agreement may be executed
in two or more counterparts, all of which when  taken together shall be considered
one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In  the event that any
signature is delivered by facsimile transmission




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or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof. 


        (h)      Governing
Law.  All questions concerning the construction,
validity, enforcement and interpretation of  this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement. 


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


        (j)      Severability.
If any term, provision, covenant or restriction of this Agreement is held by
a court of  competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated,  and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby  stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or  unenforceable. 


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


        (l)      Independent
Nature of Holders’ Obligations and Rights.
The obligations of each Holder hereunder are  several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible
in any way for the performance of the obligations of any other Holder hereunder.
Nothing contained herein or in any other agreement or  document delivered at
any closing, and no action taken by any Holder pursuant hereto or thereto, shall
be deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that  the Holders
are in any way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Holder shall be entitled to protect and
enforce its rights, including without limitation the rights arising out of  this
Agreement, and it shall not be necessary for any other Holder to be joined as
an additional party in any proceeding for such purpose. 




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

	 	
      GAMMACAN INTERNATIONAL, INC.	
	 	 	 	
	 	 	 	
	 	 	 	
	 	By:  	 
	 	 	Name:	
	 	 	Title:	




 

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

 

 

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[SIGNATURE PAGE OF HOLDERS ]


Name of Holder: ARP BIOMED, LTD. 


Signature of Authorized Signatory of Holder:
__________________________


  Name of Authorized Signatory: _________________________


Title of Authorized Signatory:
  __________________________ 

 

 


[SIGNATURE PAGES CONTINUE]

 

 


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ANNEX A 



Plan of Distribution


          Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees (which are accredited investors
(as defined in Regulation D under the Securities Act) or which are in connection with bona fide margin accounts with a registered broker-dealer or financial institution which is an accredited investor), assignees and successors-in-interest may, from
time to time, sell any or all of their shares of common stock on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated
prices. A Selling Stockholder may use any one or more of the following methods when selling shares: 

	
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	
an exchange distribution in accordance with the rules of the applicable exchange;

	
privately negotiated transactions;

	
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

	
broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

	
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	
a combination of any such methods of sale; or

	
any other method permitted pursuant to applicable law.




          The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus. 


          Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the Selling Stockholders
(or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary
brokerage


15












commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.


          The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling
Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and
markups which, in the aggregate, would exceed eight percent (8%). 


          The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


          Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act
including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or
coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. 


          We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume
limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect, (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect, and (iii)
one year following the date of the effectiveness of the registration statement of which the prospectus forms a part.  The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with. 


          Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the
common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


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Annex B


GAMMACAN INTERNATIONAL, INC.


Selling Securityholder Notice and Questionnaire


          The undersigned beneficial owner of common stock (the “Registrable Securities”) of GammaCan International, Inc., a Delaware
corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the
“Registration Rights Agreement”) to which this document is annexed.  A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. 


          Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus. 


NOTICE


          The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable
Securities owned by it in the Registration Statement. 


          The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: 


QUESTIONNAIRE

	
1.		
Name.		
	 	 	 
	 		
(a)		
Full Legal Name of Selling Securityholder	
	 	 	 
	 	 	 
	 
	 	
	 		
(b)		
Full Legal Name of Registered Holder (if not the same as (a) above) through	
	 		 		
which Registrable Securities are held:	
	 	 	 
	 	 	 





17











	 	 	 
	 	
(c)		
Full Legal Name of Natural Control Person (which means a natural person who	
	 	 		
directly or indirectly alone or with others has power to vote or dispose of the	
	 	 		
securities covered by the questionnaire):	
	 	 	 
	 	 	 
	 	
	 	
	
2. 		Address
    for Notices to Selling Securityholder:
	 	
	 	
	 
	 
	 
	 
	 
	Telephone: 		 
	 	 
	Fax:
  		 
	 	 
	 Contact Person:		 
	 	 
	e-mail:  			 





3.      Broker-Dealer Status: 

	 	(a)	Are you a broker-dealer?
	 	 	 
	 	 	Yes o          No o

	 	 	 
	 	(b)	If “yes” to Section 3(a),
        did you receive your Registrable Securities as compensation for investment
    banking services to the Company.
	 	 	 
	 	 	Yes o          No o

	 	 	 
	 	Note: 	If no, the Commission’s staff
        has indicated that you should be identified
      as an underwriter in the
  Registration Statement.
	 	 	 
	 	(c) 	Are you an affiliate of a broker-dealer? 
	 	 	 
	 	 	Yes o          No o

	 	 	 
	 	(d)	If you are an affiliate of a broker-dealer,
        do you certify that you bought the Registrable Securities in the ordinary
        course of business, and at the time of the purchase of the Registrable
        Securities to be resold, you had no agreements or understandings, directly
    or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes o          No o



 


18











	 	 	 
	 	Note: 	  If no, the Commission’s staff
        has indicated that you should be identified as an underwriter in the
    Registration Statement.
	 	 	 
	4.	Beneficial Ownership
    of Other Securities of the Company Owned by the Selling Securityholder.
	 	 
	 	Except as set forth
          below in this Item 4, the undersigned is not the beneficial or registered
          owner of any securities of the Company other than the securities issuable
    pursuant to the Purchase Agreement.
	 	 	 
	 	(a)	Type and Amount of other securities
    beneficially owned by the Selling Securityholder:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	5.	Relationships with
    the Company:
	 	 	 
	 	Except as set forth
          below, neither the undersigned nor any of its affiliates, officers,
          directors or principal equity holders (owners of 5% of more of the
          equity securities of the undersigned) has held any position or office
          or has had any other material relationship with the Company (or its
    predecessors or affiliates) during the past three years.
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 
	 	 


 


          The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration
Statement remains effective. 


          By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement
and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus. 


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          IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. 

	
Dated:   	 	 	Beneficial Owner:  	 
	 	
	 	
	 		 	 	By:   	 
	 		 	 	 		Name:	
	 		 	 	 		Title:	




 

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: 

 

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