Unassociated Document


    EXHIBIT
10.45

    


    REGISTRATION RIGHTS
AGREEMENT

    


    This Registration Rights Agreement (the
“Agreement”) is made and entered into as of this 15th day of
March, 2010 by and between NexMed, Inc., a Nevada corporation (the “Company”),
and the “Purchasers” named in that Purchase Agreement of even date herewith by
and between the Company and the Purchasers (the “Purchase
Agreement”).

    


    The parties hereby agree as
follows:

    


    1.      
     Certain
Definitions

    


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

    


    “Common Stock” shall
mean the Company’s common stock, par value $0.001 per share.

    


    “Investor” and “Investors” shall mean
the Purchaser(s) identified in the Purchase Agreement and any transferee of the
Purchaser(s) who is a permitted assignee of any Notes or Registrable
Securities.

    


    “Notes” shall mean the
Company’s 7% Convertible Notes Due December 31, 2012 issued and sold to the
Purchasers pursuant to the Purchase Agreement.

    


    “Prospectus” shall
mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.

    


    “Register,” “registered” and
“registration”
refer to a registration made by preparing and filing a registration statement or
similar document in compliance with the 1933 Act (as defined below), and the
declaration or ordering of effectiveness of such registration statement or
document.

    


    “Registrable
Securities” shall mean (a) the Underlying Shares (without regard to any
limitations on beneficial ownership contained in the Notes) or other securities
issued or issuable to each Holder or its permitted transferee or designee (i)
upon conversion of the Notes, or (ii) upon any distribution with respect to, any
exchange for or any replacement of such Notes or (iii) upon any conversion,
exercise or exchange of any securities issued in connection with any such
distribution, exchange or replacement; (b) securities issued or issuable upon
any stock split, stock dividend, recapitalization or similar event with respect
to the foregoing; and (c) any other security issued as a dividend or other
distribution with respect to, in exchange for or in replacement of the
securities referred to in the preceding clauses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Registration
Statement” shall mean any registration statement filed under the 1933 Act
of the Company that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration
Statement.

    


    “SEC” means the U.S.
Securities and Exchange Commission.

    


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

    


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

    


    2.  
         Registration.

    


    (a)           Registration
Statements.  Promptly following the closing of the purchase and
sale of the Notes contemplated by the Purchase Agreement (the “Closing Date”)
(but no later than thirty (30) days after the Closing Date), the Company shall
prepare and file with the SEC one Registration Statement on Form S-3 (or, if
Form S-3 is not then available to the Company, on such form of registration
statement as is then available to effect a registration for resale of the
Registrable Securities, subject to the Investor’s consent) covering the resale
of the Registrable Securities in an amount equal to 130% of the number of shares
of Common Stock necessary to permit the conversion in full of the Notes (without
regard to any limitations on beneficial ownership contained
therein).  Such Registration Statement also shall cover, to the extent
allowable under the 1933 Act and the Rules promulgated thereunder (including
Rule 416), such indeterminate number of additional shares of Common Stock
resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities.  Except for 250,000 shares of
Common Stock underlying warrants issued to Southpoint Master Fund LP, no
securities shall be included in the Registration Statement other than the
Registrable Securities without the consent of the Investors holding a majority
of the Registrable Securities (on an as-converted basis), which consent shall
not be unreasonably withheld.  The Registration Statement (and each
amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 3(c) to the
Investor and its counsel prior to its filing or other submission.  In
the event any Registrable Securities are not covered by the Registration
Statement, the Company shall promptly amend such Registration Statement or
prepare and file with the SEC a new Registration Statement in accordance with
the terms hereof in order to cause such Registrable Securities to be covered by
a Registration Statement.  If the Registration Statement covering the
Registrable Securities is not filed within 30 days following the Closing Date,
then the Company will make pro-rata payments to the Purchasers as liquidated
damages and not as a penalty, in an amount equal to 2% of the sum of the
aggregate principal amount then outstanding under the Notes for each month (or
portion thereof) following such 30th day
during which such Registration Statement has not yet been filed (such damages
not to exceed 36% in aggregate).  Each such payment shall be due and
payable within five (5) days of the end of each month (or ending portion
thereof) until such Registration Statement is so filed.  Such payments
shall be in partial compensation to the Purchasers, and shall not constitute the
Purchasers’ exclusive remedy for such events.

     

    
      
        
        

      

      
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    (b)           Expenses.  The
Company will pay all expenses associated with each registration, but excluding
discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals.

    


    (c)           Effectiveness.

    


    (i)  The Company shall use
its best efforts to have each Registration Statement declared effective as soon
as practicable, but in no event later than the earlier of (a) 120 days following
the Closing Date (or the date of the occurrence of additional Registrable
Securities, as the case may be) and (b) 5 days following the date on which the
SEC notifies the Company or its counsel that the Registration Statement is not
subject to any further review.  In connection therewith, the Company
shall respond to all SEC comments on the Registration Statement and file any
amendments to the Registration Statement within 15 business days following any
date on which the SEC furnishes comments to, asks questions of, or requests
further information from, the Company or its counsel with respect to the
Registration Statement or any part thereof or any document incorporated by
reference therein.  After any Registration Statement is declared
effective by the SEC, the Company shall cause such Registration Statement to
remain effective in accordance with the terms hereof, subject to permitted
suspension of such effectiveness only for Allowed Delays (as defined
below).  On or prior to the date any Registration Statement is
declared effective by the SEC, the Company shall cause the Registrable
Securities to be specifically listed or included for quotation on an Approved
Market, and maintain such listing and quotation for the Registrable Securities
and the Common Stock in general.

    


    (ii)  For not more than
twenty (20) consecutive Trading Days (as defined in the Notes) and for a total
of not more than thirty (30) Trading Days in any twelve (12) consecutive month
period, the Company may delay the disclosure of material non-public information
concerning the Company, by terminating or suspending effectiveness of any
registration contemplated by this Section not containing such information, the
disclosure of which at the time is not, in the good faith opinion of the
Company, in the best interests of the Company (an “Allowed Delay”); provided,
that the Company shall promptly (a) notify the Investor in writing of the
existence of (but in no event, without the prior written consent of the
Investor, shall the Company disclose to the Investor any of the facts or
circumstances regarding) material non-public information giving rise to an
Allowed Delay, and (b) advise the Investor in writing to cease all sales under
the Registration Statement until the end of the Allowed Delay.  The
duration of the Registration Period will be extended by the number of days of
any and all Allowed Delays.

    


    (d)           Underwritten
Offering.  If any offering pursuant to a Registration Statement
pursuant to Section 2(a) hereof involves an underwritten offering, the Company
shall have the right to select an investment banker and manager to administer
the offering, which investment banker or manager shall be reasonably
satisfactory to the Investor.

     

    
      
        
        

      

      
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    (e)           Registration
Defaults.  If  the Company fails, refuses or is
otherwise unable to timely issue Underlying Shares in accordance with the terms
of the Notes, or unlegended certificates for the Underlying Shares as required
under the Agreements, in each case within ten (10) business days following the
Purchaser’s written demand for issuance of such Underlying Shares or
certificates, then the Company will make pro-rata payments to the Purchasers as
liquidated damages and not as a penalty, in an amount equal to 1% of the sum of
the aggregate principal amount then outstanding under the Notes for each month
(pro rated for partial months) following the Registration Date during which any
such events described  above occurs and is continuing (the “RRA
Default Period”) (such damages not to exceed 36% in the
aggregate).  Each such payment shall be due and payable within five
(5) days of the end of each month (or ending portion thereof) of the RRA Default
Period until the termination of the RRA Default Period.  Such payments
shall be in partial compensation to the Purchasers, and shall not constitute the
Purchasers’ exclusive remedy for such events.  The RRA Default Period
shall terminate upon delivery of such shares.  The amounts payable as
liquidated damages pursuant to this paragraph shall be payable in lawful money
of the United States.

    


    3.      
     Company
Obligations.  The Company will use its best efforts to effect
the registration of the Registrable Securities in accordance with the terms
hereof, and pursuant thereto the Company will, as expeditiously as
possible:

    


    (a)           use
its best efforts to cause such Registration Statement to become effective and to
remain continuously effective for a period (the “Registration Period”) that will
terminate upon the earlier of the date on which all Registrable Securities,
covered by such Registration Statement, as amended from time to time (i) have
been sold or (ii) become available for resale without registration or limitation
pursuant to Rule 144 of the 1933 Act (but not less than one year following the
Closing Date).

    


    (b)           prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the
Registration Statement effective for the period specified in Section 3(a) and to
comply with the provisions of the 1933 Act and the 1934 Act with respect to the
distribution of all Registrable Securities; provided that, at least three (3)
days prior to the filing of a Registration Statement or Prospectus, or any
amendments or supplements thereto, the Company will furnish to the Investor
copies of all documents proposed to be filed;

    


    (c)           permit
counsel designated by the Investor to review each Registration Statement and all
amendments and supplements thereto no fewer than five (5) business days prior to
their filing with the SEC and not file any document to which such counsel
reasonably objects on the basis that such document contains a material
misstatement or omission;

     

    
      
        
        

      

      
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    (d)           furnish
to the Investor and its legal counsel (i) promptly after the same is prepared
and publicly distributed, filed with the SEC, or received by the Company, one
copy of any Registration Statement and any amendment thereto, each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each
letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment, and provided that such items shall be redacted prior to delivering to
the Investor and its counsel to the extent necessary to avoid disclosure of
material non-public information concerning the Company), and (ii) such number of
copies of a Prospectus, including a preliminary prospectus, and all amendments
and supplements thereto and such other documents as such Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Investor;

    


    (e)           in
the event the Company selects an underwriter for the offering, the Company shall
enter into and perform its reasonable obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the underwriter of such
offering;

    


    (f)           if
required by the underwriter, at the request of the Investor, the Company shall
furnish, on the date that Registrable Securities, as applicable, are delivered
to an underwriter, if any, for sale in connection with the Registration
Statement (i) an opinion, dated as of such date, from counsel representing the
Company for purposes of such Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, addressed
to the underwriter and the Investor and (ii) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriter and the
Investor;

    


    (g)           make
reasonable effort to prevent the issuance of any stop order or other suspension
of effectiveness and, if such order is issued, obtain the withdrawal of any such
order at the earliest possible moment;

    


    (h)           prior
to any public offering of Registrable Securities, use its reasonable best
efforts to register or qualify or cooperate with the Investor and its counsel in
connection with the registration or qualification of such Registrable
Securities  for offer and sale under the securities or blue sky laws
of such jurisdictions as the Investor reasonably requests in writing and do any
and all other reasonable acts or things necessary or advisable to enable the
distribution in such jurisdictions of the Registrable Securities covered by the
Registration Statement, provided 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, or to become subject to any tax in any such state or jurisdiction
where it is not otherwise subject;

    


    (i)           cause
all Registrable Securities covered by a Registration Statement to be listed on
each securities exchange, interdealer quotation system or other market on which
similar securities issued by the Company are then quoted or listed;

     

    
      
        
        

      

      
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    (j)           immediately
notify the Investor, at any time when a Prospectus relating to the Registrable
Securities is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the Prospectus
included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing, and at the request of any such holder,
promptly prepare and furnish to such holder a reasonable number of copies of a
supplement to or an amendment of such Prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; and

    


    (k)           otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC under the 1933 Act and the 1934 Act, take such other actions as may be
reasonably necessary to facilitate the registration of the Registrable
Securities hereunder; and make available to its security holders, as soon as
reasonably practicable, but not later than the Availability Date (as defined
below), an earnings statement covering a period of at least twelve months,
beginning after the effective date of each Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act
(for the purpose of this subsection 3(l), “Availability Date” means the 45th day
following the end of the fourth fiscal quarter that includes the effective date
of such Registration Statement, except that, if such fourth fiscal quarter is
the last quarter of the Company’s fiscal year, “Availability Date” means the
90th day after the end of such fourth fiscal quarter).

    


    4.        
   Obligations of the
Investor.

    


    (a)           It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities, that the Investor shall furnish in writing to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it, as
shall be reasonably required to effect the registration of such Registrable
Securities, and shall execute such documents in connection with such
registration as the Company may reasonably request.  At least fifteen
(15) business days prior to the first anticipated filing date of any
Registration Statement, the Company shall notify the Investor of the information
the Company requires from the Investor if the Investor elects to have any of the
Registrable Securities included in the Registration Statement.  The
Investor shall provide such information to the Company at least ten (10)
business days prior to the first anticipated filing date of such Registration
Statement if the Investor elects to have any of the Registrable Securities
included in the Registration Statement.

    


    (b)           The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in connection with the
preparation and filing of a Registration Statement hereunder, unless such
Investor has notified the Company in writing of its election to exclude all of
its Registrable Securities from the Registration Statement, in which case the
Investor shall be deemed to have waived its rights to have Registrable
Securities registered under this Agreement, unless the Investor has good cause
for such an election.

     

    
      
        
        

      

      
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    (c)           In
the event the Company determines to engage the services of an underwriter, the
Investor agrees to enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite or facilitate the dispositions of the Registrable
Securities.

    


    (d)           The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event rendering a Registration Statement no longer effective,
the Investor will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities,
until the Investor’s receipt of the copies of the supplemented or amended
prospectus filed with the SEC and declared effective and, if so directed by the
Company, the Investor shall 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 of the prospectus covering the
Registrable Securities, current at the time of receipt of such
notice.

    


    (e)           The
Investor may not participate in any underwritten registration hereunder unless
it (i) agrees to sell the Registrable Securities on the basis provided in any
underwriting arrangements in usual and customary form entered into by the
Company, (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, and (iii) agrees to pay its
pro rata share of all underwriting discounts and commissions and any expenses in
excess of those payable by the Company pursuant to the terms of this
Agreement.

    


    5.      
     Indemnification.

    


    (a)           Indemnification by
Company.  The Company agrees to indemnify and hold harmless, to
the fullest extent permitted by law the Investor, its officers, directors,
stockholders and employees and each person who controls such Investor (within
the meaning of the 1933 Act) against all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorney’s fees) and expenses
imposed on such person caused by (i) any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or any
preliminary prospectus or any amendment or supplement thereto or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same are based upon any information furnished in writing to the Company by
such Investor, expressly for use therein, or (ii) any violation by the Company
of any federal, state or common law, rule or regulation applicable to the
Company in connection with any Registration Statement, Prospectus or any
preliminary prospectus, or any amendment or supplement thereto, and shall
reimburse in accordance with subparagraph (c) below, each of the foregoing
persons for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claims.  The foregoing is
subject to the condition that, insofar as the foregoing indemnities relate to
any untrue statement, alleged untrue statement, omission or alleged omission
made in any preliminary prospectus or Prospectus that is eliminated or remedied
in any Prospectus or amendment or supplement thereto, the above indemnity
obligations of the Company shall not inure to the benefit of any indemnified
party if a copy of such corrected Prospectus or amendment or supplement thereto
had been made available to such indemnified party and was not sent or given by
such indemnified party at or prior to the time such action was required of such
indemnified party by the 1933 Act and if delivery of such Prospectus or
amendment or supplement thereto would have eliminated (or been a sufficient
defense to) any liability of such indemnified party with respect to such
statement or omission.  Indemnity under this Section 5(a) shall remain
in full force and effect regardless of any investigation made by or on behalf of
any indemnified party and shall survive the permitted transfer of the
Registrable Securities.

     

    
      
        
        

      

      
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    (b)           Indemnification by
Holder.  In connection with any registration pursuant to the
terms of this Agreement, the Investor will furnish to the Company in writing
such information as the Company reasonably requests concerning the holders of
Registrable Securities or the proposed manner of distribution for use in
connection with any Registration Statement or Prospectus and agrees to indemnify
and hold harmless, to the fullest extent permitted by law, the Company, its
directors, officers, employees, stockholders and each person who controls the
Company (within the meaning of the 1933 Act) against any losses, claims,
damages, liabilities and expense (including reasonable attorney’s fees)
resulting from any untrue statement of a material fact or any omission of a
material fact required to be stated in the Registration Statement or Prospectus
or preliminary prospectus or amendment or supplement thereto or necessary to
make the statements therein not misleading, to the extent, but only to the
extent that such untrue statement or omission is contained in any information
furnished in writing by such Investor to the Company specifically for inclusion
in such Registration Statement or Prospectus or amendment or supplement thereto
and that such information was substantially relied upon by the Company in
preparation of the Registration Statement or Prospectus or any amendment or
supplement thereto.  In no event shall the liability of an Investor be
greater in amount than the dollar amount of the proceeds (net of all expense
paid by such Investor and the amount of any damages such holder has otherwise
been required to pay by reason of such untrue statement or omission) received by
such Investor upon the sale of the Registrable Securities included in the
Registration Statement giving rise to such indemnification
obligation.

    


    (c)           Conduct of Indemnification
Proceedings.  Any person entitled to indemnification hereunder
shall (i) give prompt notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (a)
the indemnifying party has agreed to pay such fees or expenses, or (b) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a
conflict of interest exists between such person and the indemnifying party with
respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such person); and provided, further, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations hereunder, except to the
extent that such failure to give notice shall materially adversely affect the
indemnifying party in the defense of any such claim or litigation.  It
is understood that the indemnifying party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more than
one separate firm of attorneys at any time for all such indemnified
parties.  No indemnifying party will, except with the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation.

     

    
      
        
        

      

      
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    (d)           Contribution.  If
for any reason the indemnification provided for in the preceding paragraphs (a)
and (b) is unavailable to an indemnified party or insufficient to hold it
harmless, other than as expressly specified therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable
considerations.  No person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to
contribution from any person not guilty of such fraudulent
misrepresentation.  In no event shall the contribution obligation of a
holder of Registrable Securities be greater in amount than the dollar amount of
the proceeds (net of all expenses paid by such holder 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 all the Registrable Securities sold by such indemnified party which
were covered by the relevant Registration Statement or Prospectus contained
therein.

    


    6.   
        Miscellaneous.

    


    (a)           Amendments and
Waivers.  This Agreement may be amended only by a writing
signed by the parties hereto.  The Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such amendment,
action or omission to act, of the Investor.

    


    (b)           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made as set forth in the Purchase Agreement.

    


    (c)           Assignments and Transfers by
Investor.  This Agreement and all the rights and obligations of
the Investor hereunder may not be assigned or transferred to any transferee or
assignee except to a holder of any Notes or Registrable Securities which is a
permitted assignee pursuant to the assignment provisions of such
instruments.

     

    
      
        
        

      

      
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    (d)           Assignments and Transfers by
the Company.  This Agreement may not be assigned by the Company
without the prior written consent of Investor, except that without the prior
written consent of the Investor, but after notice duly given, the Company shall
assign its rights and delegate its duties hereunder to any successor-in-interest
corporation, and such successor-in-interest shall assume such rights and duties,
in the event of a merger or consolidation of the Company with or into another
corporation or the sale of all or substantially all of the Company’s
assets.

    


    (e)           Benefits of the
Agreement.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

    


    (f)           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    (g)           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

    


    (h)           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms to the fullest
extent permitted by law.

    


    (i)           Further
Assurances.  The parties shall execute and deliver all such
further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

    


    (j)           Entire
Agreement.  This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

    


    (k)           Applicable
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of law.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

    


    
      
        	
                The
      Company:

              	
                NEXMED,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	
                    /s/ Vivian H.
    Liu

              
	 
      	
                Name:   Vivian
      H. Liu

              
	 
      	
                Title:    
      Executive Vice President

              


      

    

    


    
      
        	
                The
      Investors:

              	
                THE
      TAIL WIND FUND LTD.

              
	 
      	
                By:

              	
                TAIL
      WIND ADVISORY AND

              
	 
      	 
      	
                MANAGEMENT
      LTD., as

              
	 
      	 
      	
                investment
      manager

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                    /s/ David
      Crook

              
	 
      	 
      	
                Name:  
      David Crook

              
	 
      	 
      	
                Title:    
      CEO

              


      

    

    


    
      
        
          	 
      	
                  TAIL
      WIND ADVISORY AND

                
	 
      	
                  MANAGEMENT
      LTD.

                
	 
      	 
      	 
      
	 
      	
                  By:
      

                	
                  /s/ David Crook

                
	 
      	
                  Name:  
      David Crook

                
	 
      	
                  Title:     CEO

                
	 
      	 
      	 
      
	 
      	
                  SOLOMON
      STRATEGIC HOLDINGS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                      /s/ Andrew P.
      MacKellar

                
	 
      	
                  Name: 
       Andrew P. MacKellar

                
	 
      	
                  Title:    
      Director

                


        

      

    

     

    
      
        
        

      

      
        11