exv10w2






Exhibit 10.2




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2008, is
by and between EPIX Pharmaceuticals, Inc. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED
(the “Investor”).



     WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase
Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the
Company may issue, from time to time, to the Investor up to $50 million worth of shares of Common
Stock as provided for therein;



     WHEREAS, pursuant to the terms of, and in partial consideration for the Investor entering
into, the Purchase Agreement, the Company has issued to the Investor a warrant, exercisable from
time to time, in accordance with its terms, within five (5) years following the six-month
anniversary of the date of issuance (the “Warrant”) for the purchase of an aggregate of up
to 400,000 shares of Common Stock at a price specified in such Warrant;



     WHEREAS, pursuant to the terms of, and in partial consideration for, the Investor’s agreement
to enter into the Purchase Agreement, the Company has agreed to provide the Investor with certain
registration rights with respect to the Registrable Securities (as defined in the Purchase
Agreement) as set forth herein;



     NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants
and agreements contained herein, in the Warrant, and in the Purchase Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending
to be legally bound hereby, the parties hereto agree as follows (capitalized terms used herein and
not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement):



ARTICLE I

REGISTRATION RIGHTS




     Section 1.1 Registration Statement.



          (a) Filing of the Registration Statement. Upon the terms and subject to the
conditions set forth in this Agreement, the Company shall file with the Commission within sixty
(60) calendar days after the Closing Date a registration statement on Form S-3 under the Securities
Act for the registration for the resale by the Investor of Registrable Securities in an amount not
to exceed 19.99% of the shares of Common Stock outstanding on the date hereof (the “Registration
Statement”), without reliance upon General Instruction I.B.6. thereof.




          (b) Effectiveness of the Registration Statement. The Company shall use commercially
reasonable efforts (i) to have the Registration Statement declared effective by the Commission as
soon as reasonably practicable, but in any event no later than one hundred eighty (180) calendar
days after the Closing Date and (ii) to ensure that the Registration Statement remains in effect
throughout the term of this Agreement as set forth in Section 4.2, subject to the terms and
conditions of this Agreement.




 









 





          (c) Regulatory Disapproval. The contemplated effective date for the Registration
Statement as described in Section 1.1(b) shall be extended without default or liquidated damages
hereunder or under the Purchase Agreement in the event that the Company’s failure to obtain the
effectiveness of the Registration Statement on a timely basis results from (i) the failure of the
Investor to timely provide the Company with information requested by the Company and necessary to
complete the Registration Statement in accordance with the requirements of the Securities Act or
(ii) the Commission’s disapproval of the structure of the transactions contemplated by the Purchase
Agreement, or (iii) events or circumstances that are not in any way attributable to the Company.
In the event of clause (ii) above, the parties agree to cooperate with one another in good faith to
arrive at a resolution acceptable to the Commission.




          (d) Failure to Maintain Effectiveness of Registration Statement. In the event the
Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus)
throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in
Section 1.1(e), and the Investor holds any Registrable Securities (other than Warrant Shares) at
any time during the period of such ineffectiveness (an “Ineffective Period”), and provided that
such failure to maintain effectiveness was within the reasonable control of the Company (for the
avoidance of doubt, the suspension of effectiveness of the Registration Statement as the result of
filing a post-effective amendment to the Registration Statement when required pursuant to Section
10(a)(3) under the Securities Act or Item 512(a)(1) of Regulation S-K shall be deemed not to be
within the reasonable control of the Company), the Company shall pay on demand to the Investor in
immediately available funds into an account designated by the Investor an amount equal to the
product of (i) the total number of Registrable Securities issued to the Investor under the Purchase
Agreement (which, for the avoidance of doubt, shall not include any Warrant Shares) and owned by
the Investor at any time during such Ineffective Period (and not otherwise sold, hypothecated or
transferred) and (ii) the result, if greater than zero, obtained by subtracting the VWAP on the
Trading Day immediately following the last day of such Ineffective Period from the VWAP on the
Trading Day immediately preceding the day on which any such Ineffective Period began; provided,
however, that (A) the foregoing payments shall not apply in respect of Registrable Securities (I)
that are otherwise freely tradable by the Investor, including pursuant to Rule 144 under the
Securities Act (as such Rule may be amended from time to time, “Rule 144”) or (II) if the Company
offers to repurchase from the Investor such Registrable Securities for a per share purchase price
equal to the VWAP on the Trading Day immediately preceding the day on which any such Ineffective
Period began and (B) unless otherwise required by any applicable federal and state securities laws,
the Company shall be under no obligation to supplement the Prospectus to reflect the issuance of
any Shares pursuant to a Draw Down at any time prior to the day following the Settlement Date with
respect to such Shares and that the failure to supplement the Prospectus prior to such time shall
not be deemed a failure to maintain the effectiveness of the Registration Statement (or Prospectus)
for purposes of this Agreement (including this Section 1.1(d)).




          (e) Deferral or Suspension During a Blackout Period. Notwithstanding the provisions
of Section 1.1(d), if in the good faith judgment of the Company, following consultation with legal
counsel, it would be detrimental to the Company or its stockholders for the Registration Statement
to be filed or for resales of Registrable Securities to be made pursuant to the Registration
Statement due to (i) the existence of a material development or potential material development
involving the Company that the Company would be obligated to disclose or incorporate by reference
in the Registration Statement and which the Company has not disclosed, or which disclosure would



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be premature or otherwise inadvisable at such time or would have a Material Adverse Effect on
the Company or its stockholders, or (ii) a filing of a Company-initiated registration of any class
of its equity securities, which, in the good faith judgment of the Company, would adversely affect
or require premature disclosure of the filing of such Company-initiated registration (notice
thereof, a “Blackout Notice”), the Company shall have the right to (A) immediately defer
such filing for a period of not more than sixty (60) days beyond the date by which such
Registration Statement was otherwise required hereunder to be filed or (B) suspend use of such
Registration Statement for a period of not more than thirty (30) days (any such deferral or
suspension period, a “Blackout Period”). The Investor acknowledges that it would be
seriously detrimental to the Company and its stockholders for such Registration Statement to be
filed (or remain in effect) during a Blackout Period and therefore essential to defer such filing
(or suspend the use thereof) during such Blackout Period and agrees to cease any disposition of the
Registrable Securities during such Blackout Period. The Company may not utilize any of its rights
under this Section 1.1(e) to defer the filing of a Registration Statement (or suspend its
effectiveness) more than six (6) times in any twelve (12) month period. In the event that, within
fifteen (15) Trading Days following any Settlement Date, the Company gives a Blackout Notice to the
Investor and the VWAP on the Trading Day immediately preceding such Blackout Period (“Old
VWAP”) is greater than the VWAP on the first Trading Day following such Blackout Period that
the Investor may sell its Registrable Securities pursuant to an effective Registration Statement
(“New VWAP”), then the Company shall pay to the Investor, by wire transfer of immediately
available funds to an account designated by the Investor, the “Blackout Amount.” For the purposes
of this Agreement, Blackout Amount means a percentage equal to: (1) seventy-five percent (75%) if
such Blackout Notice is delivered prior to the fifth (5th) Trading Day following such Settlement
Date; (2) fifty percent (50%) if such Blackout Notice is delivered on or after the fifth (5th)
Trading Day following such Settlement Date, but prior to the tenth (10th) Trading Day following
such Settlement Date; (3) twenty-five percent (25%) if such Blackout Notice is delivered on or
after the tenth (10th) Trading Day following such Settlement Date, but prior to the fifteenth
(15th) Trading Day following such Settlement Date; and (4) zero percent (0%) thereafter of: the
product of (i) the number of Registrable Securities (other than Warrant Shares) purchased by the
Investor pursuant to the most recent Draw Down and actually held by the Investor immediately prior
to the Blackout Period and (ii) the result, if greater than zero, obtained by subtracting the New
VWAP from the Old VWAP; provided, however, that no Blackout Amount shall be payable in respect of
Registrable Securities (x) that are otherwise freely tradable to United States Persons by the
Investor, including under Rule 144, during the Blackout Period or (y) if the Company offers to
repurchase from the Investor such Registrable Securities for a per share purchase price equal to
the VWAP on the Trading Day immediately preceding the day on which any such Blackout Period began.
For any Blackout Period in respect of which a Blackout Amount becomes due and payable, rather than
paying the Blackout Amount, the Company may at its sole discretion, issue to the Investor shares of
Common Stock with an aggregate market value determined as of the first Trading Day following such
Blackout Period equal to the Blackout Amount (“Blackout Shares”).





          (f) Liquidated Damages. The Company and the Investor hereto acknowledge and agree
that the amounts payable under Sections 1.1(d) and 1.1(e) and the Blackout Shares deliverable under
Section 1.1(e) above shall constitute liquidated damages and not penalties. The parties further
acknowledge that (i) the amount of loss or damages likely to be incurred by the Investor is
incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections
bear a reasonable proportion 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 the



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Registration Statement, (iii) one of the reasons for the Company and the Investor 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 Investor are sophisticated business parties and have
been represented by sophisticated and able legal and financial counsel and negotiated this
Agreement at arm’s length. The Investor agrees that, so long as the Company makes the payments or
deliveries provided for in Sections 1.1(d) or 1.1(e), as applicable, the Company’s failure to
maintain the effectiveness, deferral or suspension of the Registration Statement that triggered
such payments or deliveries shall not constitute a material breach or default of any obligation of
the Company to the Investor and such payments or deliveries shall constitute the Investor’s sole
remedies with respect thereto.




          (g) Additional Registration Statements. In the event and to the extent that the
Registration Statement fails to register a sufficient amount of Common Stock necessary for the
Company to issue and sell to the Investor and the Investor to purchase from the Company and re-sell
all of the Registrable Securities to be issued, sold and purchased under the Purchase Agreement and
the Warrant, the Company shall, upon a timetable mutually agreeable to both the Company and the
Investor, prepare and file with the Commission an additional registration statement or statements
in order to effectuate the purpose of this Agreement, the Purchase Agreement, and the Warrant.
Such delay in registering such Registrable Securities shall not be subject to the payments by the
Company of the amounts set forth in Section 1.1(e) nor shall such delay constitute a material
breach or default of the Company’s obligations to the Investor.




ARTICLE II

REGISTRATION PROCEDURES




     Section 2.1 Filings; Information. The Company shall effect the registration
with respect to the sale of the Registrable Securities by the Investor in accordance with the
intended methods of disposition thereof. Without limiting the foregoing, the Company in each such
case will do the following as expeditiously as is commercially reasonable, but in no event later
than the deadline, if any, prescribed therefor in this Agreement:



          (a) Subject to Section 1.1(e), the Company shall (i) prepare and file with the Commission the
Registration Statement; (ii) use commercially reasonable efforts to cause such filed Registration
Statement to become and to remain effective (pursuant to Rule 415 under the Securities Act or
otherwise); (iii) prepare and file with the Commission such amendments and supplements to the
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective for the time period prescribed by Section 4.2 and in order to
effectuate the purpose of this Agreement, the Purchase Agreement, and the Warrant; and (iv) comply
in all material respects with the provisions of the Securities Act with respect to the disposition
of all securities covered by such Registration Statement during such period in accordance with the
intended methods of disposition by the Investor set forth in such Registration Statement; provided,
however, that the Investor shall be responsible for the delivery of the Prospectus to the Persons
to whom the Investor sells the Shares and the Warrant Shares, and the Investor agrees to dispose of
Registrable Securities in compliance with the plan of distribution described in the Registration
Statement and otherwise in compliance with applicable federal and state securities laws.




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          (b) The Company shall deliver to the Investor and its counsel, in accordance with the notice
provisions of Section 4.8, such number of copies of the Registration Statement, each amendment and
supplement thereto (in each case including all exhibits thereto), the Prospectus (including each
preliminary prospectus) and such other documents or information as the Investor or counsel may
reasonably request in order to facilitate the disposition of the Registrable Securities, provided,
however, that to the extent reasonably practicable, such delivery may be accomplished via
electronic means.




          (c) After the filing of the Registration Statement, the Company shall promptly notify the
Investor of any stop order issued or, to the Knowledge of the Company, threatened by the Commission
in connection therewith and take all commercially reasonable actions required to prevent the entry
of such stop order or to remove it if entered.




          (d) The Company shall use commercially reasonable efforts to (i) register or qualify the sale
of the Registrable Securities by the Investor under such other securities or blue sky laws of each
jurisdiction in the United States as the Investor may reasonably (in light of its intended plan of
distribution) request, and (ii) cause the sale of the Registrable Securities by the Investor to be
registered with or approved by such other governmental agencies or authorities in the United States
as may be necessary by virtue of the business and operations of the Company and do any and all
other customary acts and things that may be reasonably necessary or advisable to enable the
Investor to consummate the disposition of the Registrable Securities; provided, however, that the
Company will not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 2.1(d), subject itself to taxation in any
such jurisdiction, consent or subject itself to general service of process in any such
jurisdiction, change any existing business practices, benefit plans or outstanding securities or
amend or otherwise modify the Charter or Bylaws.




          (e) The Company shall make available to the Investor (and will deliver to Investor’s counsel),
(i) subject to restrictions imposed by the United States federal government or any agency or
instrumentality thereof, copies of all public correspondence between the Commission and the Company
concerning the Registration Statement and will also make available for inspection by the Investor
and any attorney, accountant or other professional retained by the Investor (collectively, the
“Inspectors”), (ii) upon reasonable advance notice during normal business hours all
financial and other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers and employees to supply all
information reasonably requested by any Inspectors in connection with the Registration Statement;
provided, however, that (x) the Company shall not be obligated to disclose any portion of the
Records consisting of either (A) material non public information or (B) confidential information of
a third party and (y) any such Inspectors must agree in writing for the benefit of the Company not
to use or disclose any such Records except as provided in this Section 2.1(e). Records that the
Company determines, in good faith, to be confidential and that it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless the disclosure or release of such
Records is requested or required pursuant to oral questions, interrogatories, requests for
information or documents or a subpoena or other order from a court of competent jurisdiction or
other judicial or governmental process; provided, however, that prior to any disclosure or release
pursuant to the immediately preceding clause, the Inspectors shall provide the Company with prompt
notice of any such request




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or requirement so that the Company may seek an appropriate protective order or waive such
Inspectors’ obligation not to disclose such Records; and, provided, further, that if failing the
entry of a protective order or the waiver by the Company permitting the disclosure or release of
such Records, the Inspectors, upon advice of counsel, are compelled to disclose such Records, the
Inspectors may disclose that portion of the Records that counsel has advised the Inspectors that
the Inspectors are compelled to disclose; provided, however, that upon any such required
disclosure, such Inspector shall use his or her best efforts to obtain reasonable assurances that
confidential treatment will be afforded such information. The Investor agrees that information
obtained by it solely as a result of such inspections (not including any information obtained from
a third party who, insofar as is known to the Investor after reasonable inquiry, is not prohibited
from providing such information by a contractual, legal or fiduciary obligation to the Company)
shall be deemed confidential and shall not be used for any purposes other than as indicated above
or by it as the basis for any market transactions in the securities of the Company or its
affiliates unless and until such information is made generally available to the public. The
Investor further agrees that it will, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed confidential.




          (f) The Company shall otherwise comply in all material respects with all applicable rules and
regulations of the Commission, including, without limitation, compliance with applicable reporting
requirements under the Exchange Act.




          (g) The Company shall appoint (or shall have appointed) a transfer agent and registrar for all
of the Registrable Securities covered by such Registration Statement not later than the effective
date of such Registration Statement.




          (h) The Investor shall cooperate with the Company, as reasonably requested by the Company, in
connection with the preparation and filing of any Registration Statement hereunder. The Company
may require the Investor to promptly furnish in writing to the Company such information as may be
required in connection with such registration including, without limitation, all such information
as may be requested by the Commission, the NASDAQ Stock Market or FINRA or any state securities
commission and all such information regarding the Investor, the Registrable Securities held by the
Investor and the intended method of disposition of the Registrable Securities. The Investor agrees
to provide such information requested in connection with such registration within five (5) business
days after receiving such written request and the Company shall not be responsible for, or incur
any penalties under this Agreement with respect to, any delays in obtaining or maintaining the
effectiveness of the Registration Statement caused by the Investor’s failure to timely provide such
information.




          (i) Upon receipt of a Blackout Notice from the Company, the Investor shall immediately
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until (i) the Company advises the Investor that the Blackout Period has
terminated and (ii) the Investor receives copies of a supplemented or amended prospectus, if
necessary. If so directed by the Company, the Investor will deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in
the Investor’s possession (other than a limited number of file copies) of the prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.




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     Section 2.2 Registration Expenses. Except as set forth in Section 10.1 of the
Purchase Agreement, the Company shall pay all registration expenses incurred in connection with the
Registration Statement (the “Registration Expenses”), including, without limitation:
(a) all registration, filing, securities exchange listing and fees required by the NASDAQ Stock
Market, (b) all registration, filing, qualification and other fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), (c) all of the Company’s word
processing, duplicating, printing, messenger and delivery expenses, (d) the Company’s internal
expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), (e) the fees and expenses incurred by the Company in
connection with the listing of the Registrable Securities, (f) reasonable fees and disbursements of
counsel for the Company and customary fees and expenses for independent certified public
accountants retained by the Company (including the expenses of any special audits or comfort
letters or costs associated with the delivery by independent certified public accountants of such
special audit(s) or comfort letter(s), (g) the fees and expenses of any special experts retained by
the Company in connection with such registration and amendments and supplements to the Registration
Statement and Prospectus, and (h) premiums and other costs of the Company for policies of insurance
against liabilities of the Company arising out of any public offering of the Registrable Securities
being registered, to the extent that the Company in its discretion elects to obtain and maintain
such insurance. Any fees and disbursements of underwriters, broker-dealers or investment bankers,
including without limitation underwriting fees, discounts, transfer taxes or commissions, and any
other fees or expenses (including legal fees and expenses) if any, attributable to the sale of
Registrable Securities, shall be payable by each holder of Registrable Securities pro rata on the
basis of the number of Registrable Securities of each such holder that are included in a
registration under this Agreement.



ARTICLE III

INDEMNIFICATION




     Section 3.1 Indemnification. The Company agrees to indemnify and hold
harmless the Investor, its partners, affiliates, officers, directors, employees and duly authorized
agents, and each Person or entity, if any, who controls the Investor within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners,
affiliates, officers, directors, employees and duly authorized agents of such controlling Person or
entity (collectively, the “Controlling Persons”), from and against any loss, claim, damage,
liability, costs and expenses (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of investigating and defending any such claim) (collectively,
“Damages”), joint or several, and any action or proceeding in respect thereof to which the
Investor, its partners, affiliates, officers, directors, employees and duly authorized agents, and
any Controlling Person, may become subject under the Securities Act or otherwise, as incurred,
insofar as such Damages (or actions or proceedings in respect thereof) arise out of, or are based
upon, any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, or in any preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement relating to the Registrable Securities or arises out of, or are based upon,
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein under the circumstances not misleading, and shall
reimburse the Investor, its partners, affiliates, officers, directors, employees and duly
authorized agents, and each such Controlling Person, for any legal and



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other expenses reasonably incurred by the Investor, its partners, affiliates, officers,
directors, employees and duly authorized agents, or any such Controlling Person, as incurred, in
investigating or defending or preparing to defend against any such Damages or actions or
proceedings; provided, however, that the Company shall not be liable to the extent that any such
Damages arise out of the Investor’s (or any other indemnified Person’s) failure to send or give a
copy of the final prospectus or supplement (as then amended or supplemented) to the persons
asserting an untrue statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such person if such
statement or omission was corrected in such final prospectus or supplement; provided, further, that
the Company shall not be liable to the extent that any such Damages arise out of or are based upon
an untrue statement or alleged untrue statement or omission or alleged omission made in such
Registration Statement, or any such preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement in reliance upon and in conformity with written information furnished to
the Company by or on behalf of the Investor or any other person who participates as an underwriter
in the offering or sale of such securities, in either case, specifically stating that it is for use
in the preparation thereof. In connection with any Registration Statement with respect to which
the Investor is participating, the Investor will indemnify and hold harmless, to the same extent
and in the same manner as set forth in the preceding paragraph, the Company, each of its partners,
affiliates, officers, directors, employees and duly authorized agents, and each person or entity,
if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, together with the partners, affiliates, officers, directors, employees and
duly authorized agents of such controlling Person (each a “Company Indemnified Person”)
against any Damages to which any Company Indemnified Person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such Damages arise out of or are based upon (a) any
untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement, or in any preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement relating to the Registrable Securities or arise out of, or are based upon, any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein under the circumstances not misleading to the extent that such
violation occurs in reliance upon and in conformity with written information furnished to the
Company by the Investor or on behalf of the Investor expressly for use in connection with such
Registration Statement, or (b) any failure by the Investor to comply with prospectus delivery
requirements of the Securities Act, the Exchange Act or any other law or legal requirement
applicable to sales under the Registration Statement.



     Section 3.2 Conduct of Indemnification Proceedings. All claims for
indemnification under Section 3.1 shall be asserted and resolved in accordance with the provisions
of Section 9.2 and 9.3 of the Purchase Agreement.



     Section 3.3 Additional Indemnification. Indemnification similar to that
specified in the preceding paragraphs of this Article III (with appropriate modifications) shall be
given by the Company and the Investor with respect to any required registration or other
qualification of securities under any federal or state law or regulation of any governmental
authority other than the Securities Act. The provisions of this Article III shall be in addition
to any other rights to indemnification, contribution or other remedies which an Indemnified Party
or a Company Indemnified Person may have pursuant to law, equity, contract or otherwise.



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To the extent that any indemnification provided for herein is prohibited or limited by law, the
indemnifying party will make the maximum contribution with respect to any amounts for which it
would otherwise be liable under this Article III to the fullest extent permitted by law. However,
(a) no contribution will be made under circumstances where the maker of such contribution would not
have been required to indemnify the indemnified party under the fault standards set forth in this
Article III, (b) if the Investor is guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) the Investor will not be entitled to contribution from any
Person who is not guilty of such fraudulent misrepresentation, and (c) contribution (together with
any indemnification obligations under this Agreement) by the Investor will be limited in amount to
the proceeds received by the Investor from sales of Registrable Securities.




ARTICLE IV

MISCELLANEOUS




     Section 4.1 No Outstanding Registration Rights. Except for the Securities
Purchase Agreement dated as of November 15, 2007, by and among the Company and the purchasers
listed on Exhibit A thereto and except as otherwise disclosed in accordance with the Purchase
Agreement or in the Commission Documents, the Company represents and warrants to the Investor that
there is not in effect on the date hereof any agreement by the Company pursuant to which any
holders of securities of the Company have a right to cause the Company to register or qualify such
securities under the Securities Act or any securities or blue sky laws of any jurisdiction.



     Section 4.2 Term. The registration rights provided to the holders of
Registrable Securities hereunder, and the Company’s obligation to keep the Registration Statement
effective, shall terminate at the earlier of (a) such time that is two years following the
termination of the Purchase Agreement, (b) such time as all Registrable Securities have been issued
and have ceased to be Registrable Securities, or (c) upon the consummation of an “Excluded
Merger or Sale” as defined in the Warrant or an event described in the last sentence of
Section 6(d) or Section 6(e) of the Warrant. Notwithstanding the foregoing, Article III,
Section 4.7, Section 4.8, Section 4.9, Section 4.10, and Section 4.13 shall survive the termination
of this Agreement.



     Section 4.3 Rule 144. The Company will, at its expense, promptly take such
action as holders of Registrable Securities may reasonably request to enable such holders of
Registrable Securities to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act
(“Rule 144”), as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. If at any time the Company is not required to file
reports under Section 13 or 15(d) of the Exchange Act, it will, at its expense, forthwith upon the
written request of any holder of Registrable Securities, make available adequate current public
information with respect to the Company within the meaning of Rule 144(c)(2) or such other
information as necessary to permit sales pursuant to Rule 144. Upon the request of the Investor,
the Company will deliver to the Investor a written statement, signed by the Company’s principal
financial officer, as to whether it has complied with such requirements.



     Section 4.4 Certificate. The Company will, at its expense, forthwith upon the
request of any holder of Registrable Securities, deliver to such holder a certificate, signed by
the Company’s



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principal financial officer, stating (a) the Company’s name, address and telephone number
(including area code), (b) the Company’s Internal Revenue Service identification number, (c) the
Company’s Commission file number, (d) the number of shares of each class of capital stock
outstanding as shown by the most recent report or statement published by the Company, and (e)
whether the Company has filed the reports required to be filed under the Exchange Act for a period
of at least ninety (90) days prior to the date of such certificate and in addition has filed the
most recent annual report required to be filed thereunder.



     Section 4.5 Amendment And Modification. Any provision of this Agreement may
be waived, provided that such waiver is set forth in a writing executed by the Company and the
holder(s) of the majority of then-outstanding Registrable Securities. The provisions of this
Agreement, including the provisions of this sentence, may be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may be given, with the written consent
of the Company and the holder(s) of the majority of then-outstanding Registrable Securities. No
course of dealing between or among any Person having any interest in this Agreement will be deemed
effective to modify, amend or discharge any part of this Agreement or any rights or obligations of
any person under or by reason of this Agreement.



     Section 4.6 Successors and Assigns; Entire Agreement. This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. The Company may assign this Agreement at any
time in connection with a sale or acquisition of the Company, whether by merger, consolidation,
sale of all or substantially all of the Company’s assets, or similar transaction, without the
consent of the Investor, provided that the successor or acquiring Person or entity agrees in
writing to assume all of the Company’s rights and obligations under this Agreement. Investor may
assign its rights and obligations under this Agreement only with the prior written consent of the
Company, and any purported assignment by the Investor absent the Company’s consent shall be null
and void. This Agreement, together with the Purchase Agreement and the Warrant sets forth the
entire agreement and understanding between the parties as to the subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and every nature among
them.



     Section 4.7 Severability. If any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that, if the severance of
such provision materially changes the economic benefits of this Agreement to either party as such
benefits are anticipated as of the date hereof, then such party may terminate this Agreement on
five (5) business days prior written notice to the other party. In such event, the Purchase
Agreement will terminate simultaneously with the termination of this Agreement.



     Section 4.8 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be given in accordance with Section 10.4
of the Purchase Agreement.



     Section 4.9 Governing Law; Dispute Resolution. This Agreement shall be
construed under the laws of the State of New York.



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     Section 4.10 Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they affect their
meaning, construction or effect.



     Section 4.11 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original instrument and all of which together
shall constitute one and the same instrument.



     Section 4.12 Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the provisions and
purposes of this Agreement and the transactions contemplated hereby.



     Section 4.13 Absence of Presumption. This Agreement shall be construed
without regard to any presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the

undersigned, thereunto duly authorized, as of the date first set forth above.




	 	 	 	 	 
	 	KINGSBRIDGE CAPITAL LIMITED

 	 
	 	By:  	/s/ Antony Gardner-Hillman
 	 
	 	 	Antony Gardner-Hillman 	 
	 	 	Director 	 
	 
	 	EPIX PHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ Kim Cobleigh Drapkin
 	 
	 	 	Kim Cobleigh Drapkin 	 
	 	 	Chief Financial Officer 	 
	 



[Signature Page to Registration Rights Agreement]





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