Exhibit
10.37





REGISTRATION
RIGHTS AGREEMENT




This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made as of March 2, 2010, by and among (i) Manhattan Pharmaceuticals, Inc., a
Delaware corporation (the “Company”),
(ii) each person listed on Exhibit A
attached hereto, as may be amended from time to time (each an “Investor”
and, collectively, the “Investors”),
(iii) National Securities Corporation, a Washington corporation (the “Placement
Agent”) and (iv) each person or entity that subsequently becomes a party
to this Agreement pursuant to, and in accordance with, the provisions of Section 13 hereof
(each an “Investor
Permitted Transferee” and, collectively, the “Investor
Permitted Transferees”).




WHEREAS,
the Company has agreed to issue and sell to the Investors (the “Offering”), and the Investors
have agreed to purchase from the Company, an aggregate of up to 160 units (each a “Unit”
and, collectively, the “Units”)
for an aggregate purchase price of $4,000,000 (the “Offering
Amount”), subject to an overallotment option to purchase up to an
additional 40 Units ($1,000,000) (the “Overallotment
Amount”), priced at $25,000 per Unit, with each Unit consisting of (i)
357,143 shares (each a “Unit
Share” and, collectively, the “Unit
Shares”) of the Company’s common stock, $0.001 par value per share (the
“Common
Stock”), and (ii) 535,714 warrants (each a “Warrant”
and, collectively, the “Warrants”),
each of which will entitle the holder to purchase one additional share of Common
Stock (each a “Warrant
Share” and collectively, the “Warrant
Shares”) as provided in the applicable subscription agreement between the
Company and each of the Investors (the “Subscription
Agreement”); and





WHEREAS,
the Company has agreed to provide certain registration rights with respect to
the resale of the Unit Shares, all on the terms and conditions provided herein;
and




WHEREAS,
the terms of the Subscription Agreement provide that it shall be a condition
precedent to the closing of the transactions thereunder, for the Company and the
Investors to execute and deliver this Agreement.




NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein, the parties hereto hereby agree as follows:




1.  
DEFINITIONS.
The following terms shall have the meanings provided therefore below or
elsewhere in this Agreement as described below:




“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New
York City are open for the general transaction of business.





“Closing”
shall have the meaning ascribed to such term in the Subscription
Agreement.





“Effectiveness
Date” means, (i) with respect to the Initial Registration Statement, as
soon as practicable, but if the Initial Registration Statement is not subject to
a SEC review no later thanninety (90) calendar
days after the Filing Date, and if the Initial Registration Statement is subject
to a SEC review no later than one hundred twenty (120) calendar days after the
Filing Date, and (ii) with respect to any additional Registration Statements
which may be required to be filed hereunder pursuant to Section 3(d) or
otherwise, not later than ninety (90) calendar days following the date on which
the additional Registration Statement is required to be filed hereunder if it is
not subject to a SEC review or if the additional Registration Statement is
subject to a SEC review one hundred twenty (120) calendar days after the date
such Registration Statement is required to be filed hereunder.





“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and all
of the rules and regulations promulgated thereunder.





“Filing
Date” shall mean, with respect to the Initial Registration Statement,
within sixty (60) calendar days after the Final Closing, provided, however, that if the
Filing Date falls on a Saturday, Sunday or other day, that the SEC is closed for
business the Filing Date shall be extended to the next Business
Day.





“Final
Closing” shall mean the meaning ascribed to such term in the Confidential
Private Placement Memorandum.





“First
Closing” shall have the meaning ascribed to such term in the Subscription
Agreement.





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





“Initial
Nordic Registration Statement” shall mean the registration statement
filed by the Company with the SEC (File No. 333-150580), as amended or
supplemented from time to time.





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





“Investor
Permitted Transferees” as defined in the Preamble.





“Investors”
shall mean, collectively, the Investors and the Investor Permitted Transferees;
provided, however, that the
term “Investors” shall not include any of the Investors or any of the Investor
Permitted Transferees that do not own or hold any Registrable
Securities.





“Nordic
Registrable Securities” shall mean any securities held by Nordic which
the Company is required to register pursuant to the Registration Rights
Agreement dated February 25, 2008 by and among the Company and Nordic Biotech
Venture Fund II K/S (“Nordic”).





“Nordic
Registration Statement” shall mean any registration statement filed
pursuant to the Registration Rights Agreement, dated February 25, 2008, by and
among the Company and Nordic Biotech Venture Fund II K/S, as amended from time
to time, including the Initial Nordic Registration Statement.


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“Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or agency or subdivision thereof) or other entity of
any kind.





“Placement
Agent” as defined in the Preamble.





“Registrable
Securities” shall mean the Unit Shares.




“Registration
Statement” means any one or more registration statements filed (and/or
required to be filed pursuant hereto) with the SEC by the Company on Form S-3,
or in the event the Company is not eligible to use Form S-3, on Form S-1, for
the purpose of registering the Registrable Securities, 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.  The term “Registration
Statement” shall include, but not be limited to, the Initial Registration
Statement and shall not include any Nordic Registration Statement.




“Rule
144” shall mean Rule 144 promulgated by the SEC pursuant to the
Securities Act and any successor or substitute rule, law or
provision.




“Rule 172”
means Rule 172 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.





“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.




“Rule 424”
means Rule 424 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.




“SEC”
shall mean the United States Securities and Exchange Commission.




“SEC
Guidance” means (i) any publicly-available written guidance, or rule
of general applicability of the SEC staff, or (ii) oral or written
comments, requirements or requests of the SEC staff to the Company in connection
with the review of a Registration Statement.




“Securities
Act” shall mean the Securities Act of 1933, as amended, and all of the
rules and regulations promulgated thereunder.




“Trading
Day” means (a) if the Common Stock is listed or quoted on the
NASDAQ  Market, then any day during which securities are generally
eligible for trading on the NASDAQ Market, or (b) if the Common Stock is not
then listed or quoted and traded on the NASDAQ Market, then any Business
Day.


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“Unit
Shares” as defined in the preamble.





“Warrant
Shares” as defined in the preamble.




2.  
EFFECTIVENESS;
This Agreement shall become effective and legally binding only if the First
Closing occurs.





3.   MANDATORY
REGISTRATION.





(a)
  The Company shall be required to file an Initial Registration Statement
on or prior to the Filing Date registering the Registrable Securities for resale
by the Holders as selling stockholders thereunder.  On or prior to the
Filing Date, the Company shall prepare and file with the SEC an Initial
Registration Statement for the purpose of registering under the Securities Act
the resale of all, or such portion as permitted by SEC Guidance (and the Company
shall make a commercially reasonable effort to advocate with the SEC for the
registration of all or the maximum number of the Registrable Securities as
permitted by SEC Guidance) of the Registrable Securities by, and for the account
of, the Holders as selling stockholders thereunder, that are not then registered
on an effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415.  No other securities shall
be included in the Initial Registration Statement that is filed except for the
Registrable Securities and the Nordic Registrable Securities. Each Registration
Statement (including the Initial Registration Statement) shall contain the “Plan
of Distribution” included in the Investor Questionnaire, in substantially the
form of which was provided to Investors with the Subscription Agreement (except
if otherwise required pursuant to written comments received from the SEC upon a
review of such Registration Statement). The Company shall cause a Registration
Statement to be declared effective by the SEC under the Securities Act as
promptly as practicable after the filing thereof, but in any event on or prior
to the applicable Effectiveness Date.




(b)
  The Company shall be required to keep a Registration Statement effective
until such date that is the earlier of (the “Effectiveness
Period”) (i) the date as of which all of the Holders as selling
stockholders thereunder may sell all of the Registrable Securities registered
for resale thereon without restriction pursuant to Rule 144 or (ii) the date
when all of the Registrable Securities registered thereunder shall have been
sold (such date is referred to herein as the “Mandatory
Registration Termination Date”). Thereafter, the Company shall be
entitled to withdraw such Registration Statement and the Holders shall have no
further right to offer or sell any of the Registrable Securities registered for
resale thereon pursuant to the respective Registration Statement (or any
prospectus relating thereto).


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(c)
  Notwithstanding any other provision of this Agreement, if any SEC
Guidance sets forth a limitation on the number of Registrable Securities to be
registered in the Initial Registration Statement (and the Company has made a
commercially reasonable effort to advocate with the SEC for the registration of
all or a greater number of Registrable Securities), the number of Registrable
Securities to be registered on such Registration Statement will be reduced on a
pro rata basis among the Investors and Nordic based on the total number of
unregistered Unit Shares and Nordic Registrable Securities held by the Investors
and Nordic, respectively, on a fully diluted basis.  The Company shall
file a new registration statement as soon as reasonably practicable covering the
resale by the Holders and Nordic of not less than the number of such Registrable
Securities and Nordic Registrable Securities, respectively, that are not
registered in the Initial Registration Statement.  The Company shall
not be liable for liquidated damages under Section 5(a) as to
any Registrable Securities which are not permitted by the SEC to be included in
a Registration Statement due solely to SEC Guidance from time to
time.  In such case, any liquidated damages payable under Section 5(a) shall be
calculated to apply only the percentage of Registrable Securities which are
permitted in accordance with SEC Guidance to be included in such Registration
Statement.





(d)
  If during the Effectiveness Period, subject to Section 3(a) and
Section 3(c),
the Company becomes aware that the number of Registrable Securities at any time
exceeds the number of Registrable Securities then registered for resale in a
Registration Statement, then the Company shall file as soon as reasonably
practicable an additional Registration Statement covering the resale by the
Holders of not less than the number of such Registrable Securities that are not
then registered.





(e)           Notwithstanding
any other provision of this Agreement, if during the Effectiveness Period any of
the Registrable Securities become eligible for resale without restriction
pursuant to Rule 144 (the “Rule 144
Eligible Securities”) then the number of Registrable Securities
outstanding at any one time shall be reduced by the number of Rule 144 Eligible
Securities and the Company may at its option file an amendment to any
Registration Statement to reduce the number of Registrable Securities
accordingly.  The Company acknowledges that the Company’s obligation
to file its periodic disclosure documents for the twelve (12) month period
preceding the date of sale is a “restriction” as that term is used in the first
sentence of this Section
3(e).





4.  
PIGGYBACK
REGISTRATION.




(a)
  If, at any time, commencing on the date of the First Closing, the Company
proposes to prepare and file with the SEC a registration statement under the
Securities Act other than a Nordic Registration Statement, the Company will give
written notice to each Holder and the Placement Agent of its intention to do so
by certified mail and shall include all of the Registrable Securities in such
registration statement; provided, however, that in
connection with any offering involving an underwriting of shares of Common
Stock, the Company shall not be required to include the Registrable Securities
of any Holder in such registration statement unless they accept the terms of the
underwriting as agreed upon between the Company and its underwriters, and then
only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company.  In
the event that the underwriters determine that less than all of the Registrable
Securities required to be registered can be included in such offering, then the
Registrable Securities that are included shall be apportioned, among the
Investors on a pro rata basis based on the total number of unregistered Unit
Shares held by such Investors and requested to be included in the Registration
Statement on a fully diluted basis.  The Company shall use its best
efforts to effect the registration under the Securities Act of the Registrable
Securities at the Company’s sole cost and expense and at no cost or expense to
the Holders (other than any commission, discounts or counsel fees payable by the
Holders, as further provided in Section 7
hereof).


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(b)
  Notwithstanding the preceding provisions of this Section 4, the
Company shall have the right any time after it shall have given written notice
pursuant to this Section 4
(irrespective of whether any written request for inclusion of such securities
shall have already been made) to elect not to file any proposed registration
statement, or to withdraw the same after the filing but prior to the effective
date thereof.





(c)
  The Company shall use its commercially reasonable efforts to cause the
registration statement filed pursuant to this Section 4 to become
effective as promptly as possible under the circumstances at the time prevailing
and, if any stop order shall be issued by the SEC in connection therewith, to
use its reasonable efforts to obtain the removal of such order.





(d)           To
the extent any Registrable Securities of the Holders are included in such
registration statement, the Company shall notify each Holder by facsimile or
e-mail as promptly as practicable, and in any event, within two (2) Trading
Days, after such registration statement is declared effective and shall
simultaneously provide the Holders with a copy of any related prospectus to be
used in connection with the sale or other disposition of the Registrable
Securities covered thereby.





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5.  
PENALTIES/SUSPENSION
OF A REGISTRATION STATEMENT.


(a)
  If: (i) the Initial Registration Statement and any other
Registration Statement other than a Nordic Registration Statement is not filed
on or prior to the Filing Date, 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 (5) Trading Days of the date that the
Company is notified (orally or in writing, whichever is earlier) by the SEC that
the Initial Registration Statement or any other Registration Statement will not
be “reviewed” or not be subject to further review and the Company has obtained
any required clearance from the Financial Industry Regulatory Authority, Inc.
(“FINRA”),
or (iii) prior to the Effectiveness Date of the Initial Registration
Statement or any other Registration Statement, the Company fails to file a
pre-effective amendment and otherwise respond in writing to comments made by the
SEC in respect of such Initial Registration Statement or any other Registration
Statement within ten (10) Business Days after the receipt of comments by or
notice from the SEC that such amendment is required in order for such Initial
Registration Statement or any other Registration Statement to be declared
effective, or (iv) subject to the tolling provisions contained herein, as
to, in the aggregate among all Investors on a pro rata basis based on the amount
of Registrable Securities held by each of them, respectively, the lesser of (A)
all of the Registrable Securities and (B) the maximum number of Registrable
Securities permitted by SEC Guidance (collectively, the “Initial
Shares”), a Registration Statement registering for resale all of the
Initial Shares is not declared effective by the SEC by the Effectiveness Date,
or (v) after the Effectiveness Date of the Initial Registration Statement
or any other Registration Statement, subject to the tolling provisions contained
herein, such Initial Registration Statement or other Registration Statement
ceases for any reason to remain continuously effective as to all Registrable
Securities included in such Initial Registration Statement or other Registration
Statement, as applicable, or the Investors are otherwise not permitted to
utilize the Prospectus therein to resell such Registrable Securities, for more
than ten (10) consecutive Business Days or more than an aggregate of twenty (20)
Business Days during any twelve (12) month period (which need not be consecutive
Business Days), provided, however, that no such
payments shall be required in connection with a Suspension Period (as
hereinafter defined) (any such failure or breach being referred to as an “Event,”
and for purposes of clause (i), (iv) or (v) the date on which such
Event occurs, or for purposes of clause (ii) the date on which such five
(5) Trading Day period is exceeded, or for purposes of clause (iii) the
date which such ten (10) Business Day period is exceeded, or for purposes of
clause (v) the date on which such ten (10) or twenty (20) Business Day
period, as applicable, is exceeded being referred to as “Event
Date”), then, in addition to any other rights the Investors 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,
subject to Section
3(c), pay to each Investor on a monthly basis within three (3) Business
Days of the end of the month an amount in cash, as partial liquidated damages
and not as a penalty, equal to one  (1.0%) percent of the aggregate
purchase price paid by such Investor pursuant to the Subscription Agreement for
any Registrable Securities then held by such Investor (as applicable under
clause (iv)) that are not then eligible for resale pursuant to the Initial
Registration Statement or other Registration Statement. The parties agree that
the maximum aggregate liquidated damages payable to an Investor under this
Agreement shall be ten (10%) percent of the aggregate amount paid by such
Investor for its respective Registrable Securities pursuant to the Subscription
Agreement. If the Company fails to pay any partial liquidated damages pursuant
to this Section
5(a) in full within ten (10) calendar days after the date payable, the
Company will be required to pay such liquidation damages in cash only and shall
pay interest thereon at a rate of eighteen (18%) percent per annum (or such
lesser maximum amount that is required to be paid by applicable law) to the
Investor, accruing daily from the date such partial liquidated damages are due
until such amounts, plus all such interest thereon, are paid in full; provided, however, that if the
tenth calendar day after the date payable is not a Business Day then the payment
shall be due on the next Business Day. 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.




(b)
  The Company shall notify the Placement Agent by facsimile or e-mail as
promptly as practicable, and in any event, within one (1) Trading Day, after a
Registration Statement is declared effective and shall simultaneously provide
the Placement Agent with an electronic copy of any related prospectus to be used
in connection with the sale or other disposition of the Registrable Securities
covered thereby.  The Placement Agent shall notify each Holder as
promptly as practicable, and in any event, within one (1) Trading Day, after
receipt of such notice and shall simultaneously provide each Holder with an
electronic copy of any such related prospectus to be used in connection with the
sale or other disposition of the Registrable Securities covered
thereby.   Failure to notify the Holders in accordance with this
Section 5(b)shall be deemed an Event under Section
5(a).


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(c)           No
Investor shall be entitled to a payment pursuant to this Section 5 if
effectiveness of a Registration Statement has been delayed or a prospectus has
been unavailable as a result of (i) a failure by such Investor to promptly
provide on request by the Company the information required under the
Subscription Agreement or this Agreement or requested by the SEC as a condition
to effectiveness of a Registration Statement; (ii) the provision of inaccurate
or incomplete information by such Investor; or (iii) a statement or
determination of the SEC that any provision of the rights of the Investor under
this Agreement are contrary to the provisions of the Securities
Act.




6.
  OBLIGATIONS OF
THE COMPANY. In the event the Company files a Registration Statement with
the SEC in connection with Section 3 or Section 4 hereof that
covers the Registrable Securities and uses its commercially reasonable efforts
to cause a Registration Statement to become effective, the Company shall, as
expeditiously as reasonably possible:




(a)
  Prepare and file with the SEC such amendments and supplements to a
Registration Statement and the prospectus used in connection therewith as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities covered by a Registration
Statement;




(b)
  Furnish to the selling Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents (including, without limitation,
prospectus amendments and supplements as are prepared by the Company in
accordance with Section 6(a) above)
as the selling Holders may reasonably request in order to facilitate the
disposition of such selling Holders’ Registrable Securities;




(c)
  Use commercially reasonable efforts to comply with all applicable rules
and regulations of the SEC under the Securities Act and the Exchange Act,
including, without limitation, Rule 172 under the Securities Act, file any final
prospectus, including any supplement or amendment thereof, with the SEC pursuant
to Rule 424 under the Securities Act, promptly inform the Holders in writing if,
at any time during a period of effectiveness, the Company does not satisfy the
conditions specified in Rule 172 and, as a result thereof, the Holders are
required to deliver a prospectus in connection with any disposition of
Registrable Securities; notify the selling Holders of the happening of any event
as a result of which the prospectus included in or relating to a Registration
Statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading; and, thereafter,
subject to Section
12 hereof, the Company will promptly prepare (and, when completed, give
notice and provide a copy thereof to each selling Holder) a supplement or
amendment to such prospectus so that such prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading; provided, however, that upon
such notification by the Company (which shall be a Suspension pursuant to Section 12), the
selling Holders will not offer or sell Registrable Securities until the Company
has notified the selling Holders that it has prepared a supplement or amendment
to such prospectus and filed it with the SEC or, if the Company does not then
meet the conditions for the use of Rule 172, delivered copies of such supplement
or amendment to the selling Holders (it being understood and agreed by the
Company that the foregoing proviso shall in no way diminish or otherwise impair
the Company’s obligation to promptly prepare a prospectus amendment or
supplement as above provided in this Section 6(c) and
deliver copies of same as above provided in Section 6(b) hereof);
and


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(d)
  Use its best efforts to register and qualify the Registrable Securities
covered by a Registration Statement under such other securities or Blue Sky laws
of such states as shall be reasonably appropriate in the opinion of the Company,
provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, and provided further that
(notwithstanding anything in this Agreement to the contrary with respect to the
bearing of expenses) if any jurisdiction in which any of such Registrable
Securities shall be qualified shall require that expenses incurred in connection
with the qualification therein of any such Registrable Securities be borne by
the selling Holders, then the selling Holders shall, to the extent required by
such jurisdiction, pay their pro rata share of such qualification
expenses.





(e)
  Subject to the terms and conditions of this Agreement, including Section 3 and Section 4 hereof, the
Company shall use its commercially reasonable efforts to (i) 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 in the United States, and
(ii) if such an order or suspension is issued, obtain the withdrawal of such
order or suspension at the earliest practicable moment and notify each holder of
Registrable Securities of the issuance of such order and the resolution thereof
or its receipt of notice of the initiation or threat of any proceeding such
purpose.




(f)
  The Company shall (i) comply with all requirements of FINRA with regard
to the issuance of the Registrable Securities and the listing thereof on the OTC
Bulletin Board and such other securities exchange or automated quotation system,
as applicable, and (ii) engage a transfer agent and registrar to maintain the
Company’s stock ledger for all Registrable Securities covered by a Registration
Statement not later than the effective date of a Registration
Statement.




(g)
  The Company will file a Registration Statement and all amendments and
supplements thereto electronically on EDGAR.





7.  
OBLIGATIONS OF THE
PLACEMENT AGENT AND THE HOLDERS.





(a)           It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Agreement that the selling Holders shall furnish to the
Company a completed Selling Stockholder Questionnaire in the form attached as
Exhibit B
hereto (the “Selling
Stockholder Questionnaire”) and such other information regarding them and
the securities held by them as the Company shall reasonably request and as shall
be required in order to effect any registration by the Company pursuant to this
Agreement. The Company shall not be required to include the Registrable
Securities of any Holder who fails to furnish to the Company a fully completed
Selling Stockholder Questionnaire at least three (3) Trading Days prior to the
Filing Deadline. Additionally, each Holder shall promptly notify the Company of
any changes in the information furnished in the Selling Stockholder
Questionnaire or otherwise to the Company.





(b)           Each
Holder agrees to cooperate with the Company as reasonably requested by the
Company in connection with the filing of any Registration Statement hereunder,
unless such Holder has notified the Company in writing that such Holder elects
to exclude all of its Registrable Securities from such Registration
Statement.


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(c)           Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 6(c), each
Holder shall immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement covering such Registrable Securities
until such Holders receipt of the copies of the supplemented or amended
prospectus contemplated by Section 6(c) or
receipt of notice that no supplement or amendment is required.





(d)           Each
Holder 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 sale of Registrable Securities pursuant to any Registration
Statement.





(e)           Each
Holder and the Placement Agent who are members or affiliated or associated with
members of FINRA will agree, if requested by FINRA, to sign a lock-up, the form
of which shall be satisfactory to FINRA (the “FINRA
Lock-Up”), with respect to the Unit Shares, Warrant and Warrant Shares,
in case of the Holders or, in the case of the Placement Agent, the warrant
issued to the Placement Agent in connection with the transactions contemplated
by the Subscription Agreement (the “Placement
Agent Warrants”) and the shares of Common Stock issuable upon exercise
thereof.




8.  
EXPENSES OF
REGISTRATION.





(a)           Except
as set forth in Section 6(d), all
expenses incurred in connection with the registration of the Registrable
Securities pursuant to this Agreement (excluding underwriting, brokerage and
other selling commissions and discounts), including without limitation all
registration and qualification and filing fees, printing, fees and disbursements
of counsel for the Company shall be borne by the Company; provided, however, the Holders shall be
required to pay the expenses of counsel and any other advisors for the Holders
and any brokerage or other selling discounts or commissions and any other
expenses incurred by the Holders for their own account.





(b)           Until
such time as all of the Registrable Securities have been sold pursuant to an
effective Registration Statement, the Company shall take such reasonable action
as the Holder may request (including, without limitation, promptly obtaining any
required legal opinions from Company counsel necessary to effect the sale of the
Registrable Securities under Rule 144 and paying the related fees and
expenses of such counsel), all to the extent required from time to time to
enable such Holder to sell the Registrable Securities without registration under
the Securities Act pursuant to the provisions of Rule 144 under the
Securities Act (or any successor provision). The Company further covenants to
take such action and to provide such legal opinions within five (5) Business
Days after receipt from such Holder (or its representative) of documentation
reasonably required by the Company counsel to provide such
opinion.


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9.  
DELAY OF
REGISTRATION. The Holders shall not take any action to restrain, enjoin
or otherwise delay any registration as the result of any controversy which might
arise with respect to the interpretation or implementation of this
Agreement.




10.
  INDEMNIFICATION.




(a)
  To the extent permitted by law, the Company will indemnify and hold
harmless each selling Holder, and each officer and director of such selling
Holder and each person, if any, who controls such selling Holder, within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which they may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue or alleged untrue statement of any material fact contained in a
Registration Statement, in any preliminary prospectus or final prospectus
relating thereto or in any amendments or supplements to a Registration Statement
or any such preliminary prospectus or final prospectus, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading; (ii) any blue sky application or other document executed by the
Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky
Application”); (iii) the omission or alleged omission to state in a Blue
Sky Application a material fact required to be stated therein or necessary to
make the statements therein not misleading; (iv) any violation by the Company or
its agents of any rule or regulation promulgated under the Securities Act
applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration of the Registrable
Securities; or (v) any failure to register or qualify the Registrable Securities
included in any such Registration Statement in any state where the Company or
its agents has affirmatively undertaken or agreed in writing that the Company
will undertake such registration or qualification on a Holder’s behalf; and will
reimburse such selling Holder, or such officer, director or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the
indemnity agreement contained in this Section 10(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, damage, liability or
action to the extent that it arises out of or is based upon (i) an untrue
statement or alleged untrue statement or omission made in connection with a
Registration Statement, any preliminary prospectus or final prospectus relating
thereto or any amendments or supplements to a Registration Statement or any such
preliminary prospectus or final prospectus, in reliance upon and in conformity
with written information furnished expressly for use in connection with a
Registration Statement or any such preliminary prospectus or final prospectus by
the selling Holders or (ii) at any time when the Company has advised the Holder
in writing that the Company does not meet the conditions for use of Rule 172 and
as a result that the Holder is required to deliver a current prospectus in
connection with any disposition of Registrable Securities, an untrue statement
or alleged untrue statement or omission in a prospectus that is (whether
preliminary or final) corrected in any subsequent amendment or supplement to
such prospectus that was delivered to the selling Holder before the pertinent
sale or sales by the selling Holder.


11





(b)
  To the extent permitted by law, each selling Holder will severally and
not jointly indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed a Registration Statement, each person, if any,
who controls the Company within the meaning of the Securities Act, against any
losses, claims, damages or liabilities to which the Company or any such
director, officer, controlling person, may become subject to, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in a
Registration Statement or any preliminary prospectus or final prospectus,
relating thereto or in any amendments or supplements to a Registration Statement
or any such preliminary prospectus or final prospectus, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent and only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission (i) was
made in a Registration Statement, in any preliminary prospectus or final
prospectus relating thereto or in any amendments or supplements to a
Registration Statement or any such preliminary prospectus or final prospectus,
in reliance upon and in conformity with written information furnished by the
selling Holder expressly for use in connection with a Registration Statement, or
any preliminary prospectus or final prospectus or (ii) at any time when the
Company has advised the Holder in writing that the Company does not meet the
conditions for use of Rule 172 and as a result that the Holder is required to
deliver a current prospectus in connection with any disposition of Registrable
Securities, was corrected in any subsequent amendment or supplement to such
prospectus that was delivered to the selling Holder before the pertinent sale or
sales by the selling Holder; and such selling Holder will reimburse any legal or
other expenses reasonably incurred by the Company or any such director, officer,
controlling person, or other selling Holder in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the
liability of each selling Holder hereunder shall be limited to the net proceeds
received by such selling Holder from the sale of Registrable Securities giving
rise to such liability, and provided further,  that
the indemnity agreement contained in this Section 10(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of those
selling Holder(s) against which the request for indemnity is being made (which
consent shall not be unreasonably withheld).


12


(c)
  Promptly after receipt by an indemnified party under this Section 10 of notice
of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section 10, notify
the indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent the
indemnifying party desires, jointly with any other indemnifying party similarly
noticed, to assume at its expense the defense thereof with counsel satisfactory
to the indemnifying party or indemnifying parties, but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party for contribution or otherwise under the indemnity
agreement contained in this Section 10 (except to
the extent that such omission materially and adversely affects the indemnifying
person’s ability to defend such action). In the event that the indemnifying
party assumes any such defense, the indemnified party may participate in such
defense with its own counsel and at its own expense, provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded,
based on an opinion of counsel reasonably satisfactory to the indemnifying
party, that there may be a conflict of interest between the positions of the
indemnifying party and the indemnified party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 10 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless the indemnified party shall have
employed such counsel in connection with the assumption of legal defenses in
accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel and one local counsel, reasonably satisfactory to
such indemnifying party, representing all of the indemnified parties who are
parties to such action in which case the reasonable fees and expenses of counsel
shall be at the expense of the indemnifying party.





(d)
  Notwithstanding anything to the contrary herein, the indemnifying party
shall not be entitled to settle any claim, suit or proceeding unless in
connection with such settlement the indemnified party receives an unconditional
release with respect to the subject matter of such claim, suit or proceeding and
such settlement does not contain any admission of fault by the indemnified
party.




(e)
  If the indemnification provided for in this Section 10 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Holders on
the other in connection with the statements or omissions or other matters which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, in the case of an
untrue statement, whether the untrue statement relates to information supplied
by the Company on the one hand or a Holder on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement. The Company and the Holders agree that it would
not be just and equitable if contribution pursuant to this subsection (e) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to above in this
subsection (e). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders’ obligations in this
subsection to contribute are several in proportion to their sales of Registrable
Securities to which such loss relates and not joint. In no event shall the
contribution obligation of a Holder be greater in amount than the dollar amount
of the net proceeds (net of all expenses paid by such Holder in connection with
any claim relating to this Section 10 and the
amount of any damages such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission)
received by it upon the sale of the Registrable Securities giving rise to such
contribution obligation.


13




(f)
  The parties to this Agreement hereby acknowledge that they are
sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions hereof including, without limitation, the
provisions of this Section 10, and are
fully informed regarding said provisions. They further acknowledge that the
provisions of this Section 10 fairly
allocate the risks in light of the ability of the parties to investigate the
Company and its business in order to assure that adequate disclosure is made in
a Registration Statement as required by the Securities Act and the Exchange
Act.




11.
  REPORTS UNDER
THE EXCHANGE ACT. With a view to making available to the Holders the
benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit the Holders to sell the Registrable Securities to the public without
registration, the Company agrees: (i) to make and keep public information
available as those terms are understood in Rule 144, (ii) to file with the SEC
in a timely manner all reports and other documents required to be filed by an
issuer of securities registered under the Securities Act or the Exchange Act
pursuant to Rule 144, (iii) as long as any Holder owns any Registrable
Securities, to furnish in writing upon such Holder’s request a written statement
by the Company that it has complied with the reporting requirements of Rule 144
and of the Securities Act and the Exchange Act, and to furnish to such Holder a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed by the Company as may be reasonably
requested in availing such Holder of any rule or regulation of the SEC
permitting the selling of any such Registrable Securities without registration
and (iv) undertake any additional actions reasonably necessary to maintain the
availability of the use of Rule 144.


14


12.
  SUSPENSION.
Notwithstanding anything in this Agreement to the contrary, in the event (i) of
any non-voluntary demand on the Company by the SEC or any other federal or state
governmental authority during the period of effectiveness of a Registration
Statement for amendments or supplements to a Registration Statement or related
prospectus or for additional information; (ii) of the issuance by the SEC or any
other federal or state governmental authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose; (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose; or (iv) of any event or
circumstance which requires to comply with applicable law the making of any
changes in a Registration Statement or related prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of a Registration Statement, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the prospectus, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, then the Company shall
furnish to the selling Holders a certificate signed by the President or Chief
Executive Officer of the Company setting forth in detail the facts relating to
one or more of the above described circumstances, and the right of the selling
Holders to use a Registration Statement (and the prospectus relating thereto)
shall be suspended for a period (the “Suspension
Period”) of not more than ten (10) days after delivery by the Company of
the certificate referred to above in this Section 12. During
the Suspension Period, none of the Holders shall offer or sell any Registrable
Securities pursuant to or in reliance upon a Registration Statement (or the
prospectus relating thereto). The Company shall use its best efforts to
terminate any Suspension Period as promptly as practicable.




13.
  TRANSFER OF
REGISTRATION RIGHTS. A Holder shall have the right and may transfer or
assign, at any time and from time to time, in whole or in part, to one or more
Persons its rights hereunder in connection with the transfer of the Registrable
Securities by such Holder to such person, provided that (a) such Holder complies
with all laws applicable thereto, (b) the Company is furnished with written
notice of the name and address of such transferee or assignee and the
Registrable Securities to which such registration rights are being transferred,
(c) at or before the time the Company received the written notice contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing (i)
that it is an “accredited investor” as that term is defined in Rule 501 of
Regulation D, (ii) to be bound by, all of the terms and conditions of, this
Agreement by duly executing and delivering to the Company an Instrument of
Adherence in the form attached as Exhibit C hereto
and (iii) agree to deliver the FINRA Lock-Up if so requested by
FINRA.




14.
  ENTIRE
AGREEMENT. This Agreement, the Warrants, the Placement Agency Agreement,
the Subscription Agreement and other documents relating to the Offering (and all
exhibits and supplements to such documents) constitute and contain the entire
agreement and understanding of the parties with respect to the subject matter
hereof, and supersede any and all prior negotiations, correspondence, agreements
or understandings with respect to the subject matter hereof.





15.
  MISCELLANEOUS.




(a)
  This Agreement may not be amended, modified or terminated, and no rights
or provisions may be waived, except with the written consent of the Company and
the holders of a majority of the Registrable Securities issued and outstanding
or issuable upon exercise of the Warrants; provided, that, no consent
shall be required in order to add additional Investors as parties hereto in
accordance with the Offering.


15





(b)
  This Agreement shall be governed by and construed and enforced solely and
exclusively in accordance with the internal laws of the State of New York and
without regard to any conflicts of laws principles thereof, and shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, permitted transferees, successors or assigns. This
Agreement shall also be binding upon and inure to the benefit of any transferee
of any of the Registrable Securities.




(c)
  Each of the parties hereto irrevocably and expressly submits to the
exclusive and sole jurisdiction of the courts of the State of New York located
in New York County and the United States District Court for the Southern
District of New York for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Agreement and the transactions contemplated
hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same
methods as are specified for the giving of notices under this Agreement. Each of
the parties hereto irrevocably consents to the jurisdiction of any such court in
any such suit, action or proceeding and to the laying of venue in such court.
Each party hereto irrevocably waives any objection to the laying of venue of any
such suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.




(d)
  Any notices, reports or other correspondence (hereinafter collectively
referred to as “correspondence”) required or permitted to be given hereunder
shall be in writing and shall be sent by postage prepaid first class mail,
courier or telecopy or delivered by hand to the party to whom such
correspondence is required or permitted to be given hereunder, and shall be
deemed sufficient upon receipt when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or three (3) business days
after being deposited in the regular mail as certified or registered mail
(airmail if sent internationally) with postage prepaid, if such notice is
addressed to the party to be notified at such party’s address or facsimile
number as set forth below:




(i) All
correspondence to the Company shall be addressed as follows:




Manhattan Pharmaceuticals,
Inc.


48 Wall Street, Suite
1100


New York, New York 10005


Attention:
              Michael
      McGuinness


Chief
      Operating and Financial
Officer


Facsimile:
            (212)
      582-3957




with a
copy to:




Lowenstein
Sandler PC


65
Livingston Avenue


16





Roseland,
New Jersey 07068


Attention:
            Anthony
      Pergola, Esq.


Facsimile:
            (973)
      597-2300




(ii) All
correspondence to any Investor shall be sent to such Investor at the address set
forth in the Investor Counterpart Signature Page to the Subscription
Agreement.




(iii) Any
entity may change the address to which correspondence to it is to be addressed
by written notification as provided for herein.




(e)
  The parties acknowledge and agree that in the event of any breach of this
Agreement, remedies at law may be inadequate, and each of the parties hereto
shall be entitled to seek specific performance of the obligations of the other
parties hereto and such appropriate injunctive relief as may be granted by a
court of competent jurisdiction.




(f)
  Should any part or provision of this Agreement be held unenforceable or
in conflict with the applicable laws or regulations of any jurisdiction, the
invalid or unenforceable part or provisions shall be replaced with a provision
which accomplishes, to the extent possible, the original business purpose of
such part or provision in a valid and enforceable manner, and the remainder of
this Agreement shall remain binding upon the parties hereto.




(g)
  This Agreement may be executed in a number of counterparts, any of which
together shall for all purposes constitute one Agreement, binding on all the
parties hereto notwithstanding that all such parties have not signed the same
counterpart.




[Signature
Page to Follow]


17


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





MANHATTAN
      PHARMACEUTICALS, INC.By:
                  /s/
      Michael McGuinnessMichael
      McGuinnessChief
      Financial OfficerNATIONAL
      SECURITIES CORPORATIONBy:
                  /s/
      Jonathan C. RichJonathan
      C. RichExecutive
      V.P. &Head
      of Investment
Banking




THE
INVESTOR’S SIGNATURE TO THE APPLICALBE SUBSCRIPTION AGREEMENT DATED OF EVEN DATE
HEREWITH SHALL CONSTITUTE THE INVESTOR’S SIGNATURE TO THIS REGISTRATION RIGHTS
AGREEMENT.





Signature
Page to Registration Rights Agreement


18


EXHIBIT
A




INVESTOR
LIST


A-1


EXHIBIT
B





Selling Stockholder
Questionnaire





EXHIBIT
C




Instrument of
Adherence




Reference
is hereby made to that certain Registration Rights Agreement, dated as of March
2, 2010, among Manhattan Pharmaceuticals, Inc., a Delaware corporation (the
“Company”),
the Investors and the Investor Permitted Transferees, as amended and in effect
from time to time (the “Registration
Rights Agreement”). Capitalized terms used herein without definition
shall have the respective meanings ascribed thereto in the Registration Rights
Agreement.




The
undersigned, in order to become the owner or holder of [___________] shares of
common stock, par value $0.001 per share of the Company (the “Common
Stock”), or a Warrant or Warrants to purchase [_______] Warrant Shares,
hereby agrees that, from and after the date hereof, the undersigned has become a
party to the Registration Rights Agreement in the capacity of an Investor
Permitted Transferee, and is entitled to all of the benefits under, and is
subject to all of the obligations, restrictions and limitations set forth in,
the Registration Rights Agreement that are applicable to Investor Permitted
Transferees. This Instrument of Adherence shall take effect and shall become a
part of the Registration Rights Agreement immediately upon
execution.




Executed
as of the date set forth below under the laws of the State of New
York.




Signature:Name:Title:





Accepted:


[___________________]





By:Name:Title:





Date:______________,
20__


C-1