EX-10.6 Registration Rights Agreement



 





EXHIBIT 10.6




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2007, by
and among ADVANCED VIRAL RESEARCH CORP., a Delaware corporation (the “Company”), and the
undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively,
the “Buyers”).



     WHEREAS:



     A. In connection with the Securities Purchase Agreement by and among the parties hereto of
even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the
terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the
Buyers (i) secured convertible debentures (the “Convertible Debentures”) which shall be
convertible into shares of the Company’s common stock, par value $0.00001 per share (the
“Common Stock,” as converted, the “Conversion Shares”) in accordance with the terms
of the Convertible Debentures, and (ii) warrants (the “Warrants”), which will be
exercisable to purchase shares of Common Stock (as exercised, collectively, the “Warrant
Shares”). Capitalized terms not defined herein shall have the meaning ascribed to them in the
Securities Purchase Agreement.



     B. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company
has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute (collectively, the
“Securities Act”), and applicable state securities laws.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Buyers hereby agree as follows:



     1. DEFINITIONS.



     As used in this Agreement, the following terms shall have the following meanings:



          (a) “Effectiveness Deadline” means, with respect to the initial Registration Statement
required to be filed hereunder, the 150th calendar day following the date filed;
provided, however, in the event the Company is notified by the U.S. Securities and Exchange
Commission (“SEC”) that one of the above Registration Statements will not be reviewed or is
no longer subject to further review and comments, the Effectiveness Date as to such Registration
Statement shall be the fifth (5th) Trading Day following the date on which the Company
is so notified if such date precedes the dates required above.



          (b) “Filing Deadline” means, with respect to the initial Registration Statement
required hereunder, the 30th calendar day following Filing Eligibility Date. the date the Company
can properly file the Registration Statement for the resale of the Registrable Securities under
Rule 415.



          (c) “Filing Eligibility Date” means the later of (i) November 29, 2007 or (ii) the
date that is sixty (60) days from the date that the Buyer has sold substantially all the shares
registered for resale on the registration statement with file number 333-140634, or such earlier
date that the Company may file the Registration Statement for the resale of the Registrable
Securities in reliance on Rule 415.



 









 





          (d) “Person” means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.



          (e) “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.



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



          (g) “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.



          (h) “Required Registration Amount” means an amount of shares of the Company’s Common
Stock equal to 33 1/3rd percent of the Company’s outstanding shares of Common Stock held
by non affiliates at the time of the filing of such Registration Statement (i) with respect to the
initial Registration Statement at least one hundred million three hundred seventy-four thousand
three hundred forty (100,364,340) shares of Common Stock issued or to be issued upon conversion of
the Convertible Debentures and one hundred million three hundred seventy-four thousand three
hundred forty (100,364,340) shares of Common Stock issued or to be issued upon exercise of the
Warrants, and (ii) with respect to subsequent Registration Statements all remaining Registrable
Securities to be filed, in each case subject to any cutback set forth in 
Section 3(c).



          (i) “Rule 415” means Rule 415 promulgated by the SEC 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 SEC having substantially the same purpose and effect as such Rule.



     2. REGISTRATION.



          (a) On or prior to the Filing Deadline, the Company shall prepare and file with the SEC a
Registration Statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3)
covering the resale of all of the Registrable Securities. The Registration Statement prepared
pursuant hereto shall register for resale at least the number of shares of Common Stock equal to
the Required Registration Amount. The Registration Statement shall contain the “Selling
Stockholders” and “Plan of Distribution” sections in substantially the form attached
hereto as Exhibit A and contain all the required disclosures set forth on Exhibit
B. The Company shall use its best efforts to have the Registration



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Statement declared effective by the SEC as soon as practicable, but in no event later than the
Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company
shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be
used in connection with sales pursuant to such Registration Statement. The Company shall cause the
Registration Statement to remain effective until all of the Registrable Securities have been sold
or 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 (“Registration Period”). Prior to the
filing of the Registration Statement with the SEC, the Company shall furnish a draft of the
Registration Statement to the Buyers for their review and comment. The Buyers shall furnish
comments on the Registration Statement to the Company within twenty-four (24) hours of the receipt
thereof from the Company.



          (b) Failure to File or Obtain Effectiveness of the Registration Statement. If: (i)
a Registration Statement is not filed on or prior to its Filing Date (if the Company files a
Registration Statement without affording the Holders the opportunity to review and comment on the
same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause
(i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with
Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the
Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration
Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration
Statement filed or required to be filed hereunder is not declared effective by the SEC by its
Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any
reason to remain continuously effective as to all Registrable Securities for which it is required
to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to
resell such Registrable Securities for more than 30 consecutive calendar days or more than an
aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar
days) (any such failure or breach being referred to as an “Event”), then in addition to any
other rights the holders of the Convertible Debentures may have hereunder or under applicable law,
on each such Event date and on each monthly anniversary of each such Event date (if the applicable
Event shall not have been cured by such date) until the applicable Event is cured, the Company
shall pay to each holder of Convertible Debentures an amount in cash, as partial liquidated damages
(“Liquidated Damages”) and not as a penalty, equal to 2.0% of the aggregate purchase price
paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures
then held by such holder. The parties agree that (1) the Company shall not be liable for
Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the
maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures under this
Agreement shall be twenty-four percent (24%) of the aggregate Purchase Price paid by such holder
pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the
terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of
an Event.



          (c) Liquidated Damages. The Company and the Buyer hereto acknowledge and agree that
the sums payable under subsection 2(b) above shall constitute liquidated damages and not penalties
and are in addition to all other rights of the Buyer, including the right to call a default. The
parties further acknowledge that (i) the amount of loss or damages likely to be incurred is
incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections
bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable
loss likely to be incurred in connection with any failure by the Company to obtain or maintain the
effectiveness of a Registration Statement, (iii) one of the reasons for the Company and the Buyer
reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the
question of actual damages, and (iv) the Company and the Buyer are sophisticated business parties
and have been represented by sophisticated and able legal counsel and negotiated this Agreement at
arm’s length.



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     3. RELATED OBLIGATIONS.



          (a) The Company shall, not less than three (3) Trading Days prior to the filing of each
Registration Statement and not less than one (1) Trading Day prior to the filing of any related
amendments and supplements to all Registration Statements (except for annual reports on Form 10-K
or Form 10-KSB), furnish to each Buyer copies of all such documents proposed to be filed, which
documents (other than those incorporated or deemed to be incorporated by reference) will be subject
to the reasonable and prompt review of such Buyers, The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to which the Buyers shall
reasonably object in good faith; provided that, the Company is notified of such objection in
writing no later than two (2) Trading Days after the Buyers have been so furnished copies of a
Registration Statement.



          (b) The Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the Prospectus used in
connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and prepare and file with the SEC 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; (iii) respond as promptly as reasonably possible to any
comments received from the SEC with respect to a Registration Statement or any amendment thereto
and as promptly as reasonably possible provide the Buyers true and complete copies of all
correspondence from and to the SEC 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 Buyer which has not executed a confidentiality agreement with the Company); and (iv)
comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration Statement. In the
case of amendments and supplements to a Registration Statement which are required to be filed
pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company’s
filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall
incorporate such report by reference into the Registration Statement, if applicable, or shall file
such amendments or supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement the Registration
Statement.



          (c) Reduction of Registrable Securities Included in a Registration Statement.
Notwithstanding anything contained herein, in the event that the SEC requires the Company to reduce
the number of Registrable Securities to be included in a Registration Statement in order to allow
the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be
obligated to include in such Registration Statement (which may be a subsequent Registration
Statement if the Company needs to withdraw the initial Registration Statement and refile a new
Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable
Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance
with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the
extent Cut Back Securities exist, as soon as may be permitted by the SEC, the Company shall be
required to file a Registration Statement covering the resale of the Cut Back Securities and shall
use best efforts to cause such Registration Statement to be declared effective as promptly as
practicable thereafter.



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          (d) The Company shall furnish to each Buyer whose Registrable Securities are included in any
Registration Statement, without charge, (i) at least one (1) copy of such Registration Statement as
declared effective by the SEC and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, all exhibits and each preliminary
prospectus, (ii) ten (10) copies of the final prospectus included in such Registration Statement
and all amendments and supplements thereto (or such other number of copies as such Buyer may
reasonably request) and (iii) such other documents as such Buyer may reasonably request from time
to time in order to facilitate the disposition of the Registrable Securities owned by such Buyer.



          (e) The Company shall use its best efforts to (i) register and qualify the Registrable
Securities covered by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as any Buyer reasonably requests, (ii) prepare and file in
those jurisdictions, such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (w) make any change to its articles of incorporation or
by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify each Buyer who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the
United States or its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.



          (f) As promptly as practicable after becoming aware of such event or development, the Company
shall notify each Buyer in writing of the happening of any event as a result of which the
Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of
a material fact or omission 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 (provided that in no event shall such notice contain any material, nonpublic
information), and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission, and deliver ten (10) copies of such supplement or
amendment to each Buyer. The Company shall also promptly notify each Buyer in writing (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to each Buyer by facsimile on the same day of such effectiveness),
(ii) of any request by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.



          (g) The Company shall use its best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of the qualification of
any of the Registrable Securities for sale in any jurisdiction within the United States of America
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify each Buyer who holds Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of actual notice of
the initiation or threat of any proceeding for such purpose.



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          (h) If, after the execution of this Agreement, a Buyer believes, after consultation with its
legal counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities,
at the request of any Buyer, the Company shall furnish to such Buyer, on the date of the
effectiveness of the Registration Statement and thereafter from time to time on such dates as a
Buyer may reasonably request (i) a letter, dated such date, from the Company’s independent
certified public accountants in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated
as of such date, of counsel representing the Company for purposes of such Registration Statement,
in form, scope and substance as is customarily given in an underwritten public offering, addressed
to the Buyers.



          (i) If, after the execution of this Agreement, a Buyer believes, after consultation with its
legal counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities,
at the request of any Buyer, the Company shall make available for inspection by (i) any Buyer and
(ii) one (1) firm of accountants or other agents retained by the Buyers (collectively, the
“Inspectors”) all pertinent financial and other records, and pertinent corporate documents
and properties of the Company (collectively, the “Records”), as shall be reasonably deemed
necessary by each Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, that each Inspector
shall agree, and each Buyer hereby agrees, to hold in strict confidence and shall not make any
disclosure (except to a Buyer) or use any Record or other information which the Company determines
in good faith to be confidential, and of which determination the Inspectors are so notified, unless
(a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in
any Registration Statement or is otherwise required under the Securities Act, (b) the release of
such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or
government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this or any other
agreement of which the Inspector and the Buyer has knowledge. Each Buyer agrees that it shall,
upon learning that disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, 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 Records deemed confidential.



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



          (k) The Company shall use its best efforts either to cause all the Registrable Securities
covered by a Registration Statement (i) to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange or (ii)
the inclusion for quotation on the National Association of Securities Dealers, Inc. OTC Bulletin
Board for such Registrable Securities. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(j).



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          (l) The Company shall cooperate with each Buyer who holds Registrable Securities being offered
and, to the extent applicable, to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant
to a Registration Statement and enable such certificates to be in such denominations or amounts, as
the case may be, as the Buyers may reasonably request and registered in such names as the Buyers
may request.



          (m) The Company shall use its best efforts to cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.



          (n) The Company shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a
twelve (12) month period beginning not later than the first day of the Company’s fiscal quarter
next following the effective date of the Registration Statement.



          (o) The Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder.



          (p) Within two (2) business days after a Registration Statement which covers Registrable
Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Buyer whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit C.



          (q) The Company shall take all other reasonable actions necessary to expedite and facilitate
disposition by each Buyer of Registrable Securities pursuant to a Registration Statement.



     4. OBLIGATIONS OF THE BUYERS.



          (a) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(f) or the first sentence of Section 3(e), such Buyer
will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement covering such Registrable Securities until such Buyer’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section
3(e) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to
the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for
shares of Common Stock to a transferee of a Buyer in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with respect to which a
Buyer has entered into a contract for sale prior to the Buyer’s receipt of a notice from the
Company of the happening of any event of the kind described in Section 3(f) or the first sentence
of 3(e) and for which the Buyer has not yet settled.



          (b) Each Buyer covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom in connection with
sales of Registrable Securities pursuant to the Registration Statement.



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     5. EXPENSES OF REGISTRATION.



     All expenses incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers, legal and accounting fees shall be paid by the Company.



     6. INDEMNIFICATION.



     With respect to Registrable Securities which are included in a Registration Statement under
this Agreement:



          (a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Buyer, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls any Buyer within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; (ii) any
untrue statement or alleged untrue statement of a material fact contained in any final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact necessary to make
the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or
any rule or regulation there under relating to the offer or sale of the Registrable Securities
pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse the Buyers and each such
controlling person promptly as such expenses are incurred and are due and payable, for any legal
fees or disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a
Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement or any
such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim
is based on a failure of the Buyer to deliver or to cause to be delivered the prospectus made
available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Buyers pursuant to Section 9 hereof.



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          (b) In connection with a Registration Statement, each Buyer agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors, each of its officers, employees,
representatives, or agents and each Person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or
Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any
Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Buyer
expressly for use in connection with such Registration Statement; and, subject to Section 6(d),
such Buyer will reimburse any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of such Buyer, which consent shall not be unreasonably withheld;
provided, further, however, that the Buyer shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Buyer as a
result of the sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by
the Buyers pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not
inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact
contained in the prospectus was corrected and such new prospectus was delivered to each Buyer prior
to such Buyer’s use of the prospectus to which the Claim relates.



          (c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than
one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such claim or litigation.
Following



9









 







indemnification as provided for hereunder, the indemnifying party shall be subrogated to all
rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.



          (d) The indemnification required by this Section 6 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
Indemnified Damages are incurred.



          (e) The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.



     7. CONTRIBUTION.



     To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.



     8. REPORTS UNDER THE EXCHANGE ACT.



     With a view to making available to the Buyers the benefits of Rule 144 promulgated under the
Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers
to sell securities of the Company to the public without registration (“Rule 144”) the
Company agrees to:



          (a) make and keep public information available, as those terms are understood and defined in
Rule 144;



          (b) file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein shall limit the Company’s obligations
under Section 4(c) of the Securities Purchase Agreement) and the filing of such reports and other
documents as are required by the applicable provisions of Rule 144; and



          (c) furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to permit the Buyers to
sell such securities pursuant to Rule 144 without registration.



10









 





     9. AMENDMENT OF REGISTRATION RIGHTS.



     Provisions of this Agreement may be amended and 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 Buyers who then hold at least two-thirds (2/3) of the
Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall
be binding upon each Buyer and the Company. No such amendment shall be effective to the extent
that it applies to fewer than all of the holders of the Registrable Securities. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration also is offered to all of the
parties to this Agreement.



     10. MISCELLANEOUS.



          (a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities or owns the right to receive the Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two (2) or
more Persons with respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such Registrable
Securities.



          (b) No Piggyback on Registrations. Except as set forth on Schedule 10(b)
attached hereto, neither the Company nor any of its security holders (other than the Buyers in such
capacity pursuant hereto) may include securities of the Company in the initial Registration
Statement other than the Registrable Securities. The Company shall not file any other registration
statements until the initial Registration Statement required hereunder is declared effective by the
SEC, provided that this Section 10(b) shall not prohibit the Company from filing amendments to
registration statements already filed.



          (c) Piggy-Back Registrations. If at any time during the Registration Period there is
not an effective Registration Statement covering all of the Registrable Securities and the Company
shall determine to prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or
their then equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with the stock
option or other employee benefit plans, then the Company shall send to each Buyer a written notice
of such determination and, if within fifteen (15) days after the date of such notice, any such
Buyer shall so request in writing, the Company shall include in such registration statement all or
any part of such Registrable Securities such Buyer requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities
pursuant to this Section 10(c) that are eligible for resale pursuant to Rule 144(k) promulgated
under the Securities Act or that are the subject of a then effective Registration Statement.



          (d) Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



11









 





	 	 	 
	If to the Company, to:
	 	Advanced Viral Research Research Corp.

	 	 	200 Corporate Boulevard South

	 	 	Yonkers, New York 10701

	 	 	Attention: Stephen Elliston

	 	 	Telephone: (914) 376-7383

	 	 	Facsimile: (914) 845-8720

	 
	 	 

	With Copy to:
	 	Berman Rennert Vogel and Mandler, P.A.

	 	 	29th Floor — Bank of America Tower at International Place

	 	 	100 S.E. Second Street

	 	 	Miami, Florida 33131

	 	 	Attention: Charles J. Rennert

	 	 	Telephone: (305) 577-4171

	 	 	Facsimile: (305) 373-6036







If to an Buyer, to its address and facsimile number on the Schedule of Buyers attached hereto, with
copies to such Buyer’s representatives as set forth on the Schedule of Buyers or to such other
address and/or facsimile number and/or to the attention of such other person as the recipient party
has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine containing the time, date, recipient facsimile number and an image of
the first page of such transmission or (C) provided by a courier or overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.



          (e) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



          (f) The laws of the State of New Jersey shall govern all issues concerning the relative rights
of the Company and the Buyers as its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of New Jersey. Each
party hereby irrevocably submits to the non-exclusive jurisdiction of the Superior Courts of the
State of New Jersey, sitting in Hudson County, New Jersey and federal courts for the District of
New Jersey sitting Newark, New Jersey, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of
this Agreement in that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION



12









 







HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



          (g) This Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.



          (h) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.



          (i) This Agreement may be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



          (j) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



          (k) The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will be applied against
any party.



          (l) This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



     IN WITNESS WHEREOF, each Buyer and the Company have caused their signature page to this
Registration Rights Agreement to be duly executed as of the date first above written.



	 	 	 	 	 
	 	COMPANY:

ADVANCED VIRAL RESEARCH RESEARCH CORP.

 	 
	 	By:  	/s/ Stephen Elliston
 	 
	 	 	Name:  	Stephen Elliston 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	BUYER:

CORNELL CAPITAL PARTNERS, L.P.

 	 
	 	By:  	Yorkville Advisors, LLC
 	 
	 	Its:  	Investment Manager
 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Mark Angelo
 	 
	 	 	Name:  	Mark Angelo 	 
	 	 	Title:  	Portfolio Manager 	 



13









 






	 	 	 	 	 



SCHEDULE I




SCHEDULE OF BUYERS




	 	 	 	 	 
	 	 	Address/Facsimile	 	Address/Facsimile
	Buyer	 	Number of Buyer	 	Number of Buyer’s Representative
	Cornell Capital Partners, L.P.

	 	101 Hudson Street — Suite 3700
	 	101 Hudson Street — Suite 3700
	 

	 	Jersey City, NJ 07302
	 	Jersey City, NJ 07302
	 

	 	Facsimile: (201) 985-8266
	 	Facsimile: (201) 985-8266
	 

	 	 	 	Attention: David Gonzalez, Esq.






 









 






EXHIBIT A




SELLING STOCKHOLDERS

AND PLAN OF DISTRIBUTION




Selling Stockholders




     The shares of Common Stock being offered by the selling stockholders are issuable upon
conversion of the convertible debentures and upon exercise of the warrants. For additional
information regarding the issuance of those convertible notes and warrants, see “Private Placement
of Convertible Debentures and Warrants” above. We are registering the shares of Common Stock in
order to permit the selling stockholders to offer the shares for resale from time to time. Except
as otherwise notes and except for the ownership of the convertible Debentures and the warrants
issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any
material relationship with us within the past three years.



     The table below lists the selling stockholders and other information regarding the beneficial
ownership of the shares of Common Stock by each of the selling stockholders. The second column
lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on
its ownership of the convertible debentures and warrants, as of                     , 200     , assuming conversion
of all convertible debentures and exercise of the warrants held by the selling stockholders on that
date, without regard to any limitations on conversions or exercise.



     The third column lists the shares of Common Stock being offered by this prospectus by the
selling stockholders.



     In accordance with the terms of a registration rights agreement with the selling stockholders,
this prospectus generally covers the resale of at least (i) 300% of the number of Conversion Shares
issued and issuable pursuant to the convertible debentures as of the trading day immediately
preceding the date the registration statement is initially filed with the SEC, and (ii) 100% of the
number of warrant shares issued and issuable pursuant to the warrants as of the trading day
immediately preceding the date the registration statement is initially filed with the SEC. Because
the conversion price of the convertible debentures and the exercise price of the warrants may be
adjusted, the number of shares that will actually be issued may be more or less than the number of
shares being offered by this prospectus. The fourth column assumes the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus.



     Under the terms of the convertible debentures and the warrants, a selling stockholder may not
convert the convertible debentures or exercise the warrants to the extent such conversion or
exercise would cause such selling stockholder, together with its affiliates, to beneficially own a
number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common
Stock following such conversion or exercise, excluding for purposes of such determination shares of
Common Stock issuable upon conversion of the convertible debentures which have not been converted
and upon exercise of the warrants which have not been exercised. The number of shares in the
second column does not reflect this limitation. The selling stockholders may sell all, some or
none of their shares in this offering. See “Plan of Distribution.”



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum Number of	 	 	 	 
	 	 	Number of Shares	 	 	Shares to be Sold	 	 	Number of Shares	 
	 	 	Owned Prior to	 	 	Pursuant to this	 	 	Owned After	 
	Name of Selling Stockholder	 	Offering	 	 	Prospectus	 	 	Offering	 
	Cornell Capital Partners, L.P.
(1)
	 	 	 	 	 	 	 	 	 	 	 	 







 





	(1)	 	Cornell Capital Partners, L.P. is a Cayman Island exempt limited partnership. Cornell is
managed by Yorkville Advisors, LLC. Investment decisions for Yorkville Advisors are made by Mark
Angelo, its portfolio manager.














 











PLAN OF DISTRIBUTION




     Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of
their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the                      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;
	 
	 	•	 	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 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.



     In connection with the sale of the common stock or interests therein, the Selling Stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the Common Stock in the course of hedging the positions they
assume. The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of shares offered
by this prospectus, which shares such broker-dealer or other financial institution may resell
pursuant to this prospectus (as supplemented or amended to reflect such transaction).



     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



2









 





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 or (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. 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).



3









 





EXHIBIT B




OTHER DISCLOSURES 




See attachment provided separately.




 









 








EXHIBIT C




FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT




     Attention:




			
	           Re:	 	ADVANCED VIRAL RESEARCH RESEARCH CORP.





Ladies and Gentlemen:




     We are counsel to Advanced Viral Research Research Corp., a Delaware corporation (the
“Company”), and have represented the Company in connection with that certain Securities
Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the
Company and the Buyers named therein (collectively, the “Buyers”) pursuant to which the
Company issued to the Buyers shares of its Common Stock, par value $0.00001 per share (the
“Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Buyers (the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the Registrable Securities
(as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the
“Securities Act”). In connection with the Company’s obligations under the Registration
Rights Agreement, on                                , the Company filed a Registration Statement on Form                
(File No. 333-                    ) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of
the Buyers as a selling stockholder there under.



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



	 	 	 	 	 
	 	Very truly yours,





[Law Firm]

 	 
	 	By:  	/s/
 	 
	 	 	 	 
	 	 	 	 
	 



cc: [LIST NAMES OF BUYERS]