_




Exhibit 10.2




Execution Version




REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2014, by and between BIODEL INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL
FUND, LLC,
an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date
hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).




WHEREAS:




The Company has agreed, upon the terms and subject to the conditions of
the Purchase Agreement, to sell to the Buyer up to Fifteen Million Dollars ($15,000,000) of Purchase Shares and to induce the Buyer to enter into the Purchase
Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.




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




1.

DEFINITIONS.




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




a.

“Investor” means the Buyer, any transferee or assignee
thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement,
and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to
become bound by the provisions of this Agreement.




b.

“Person” means any individual or entity including but
not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.




c.

“Register,” “registered,” and “
registration” refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the
Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule
415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the
“SEC”).




d.

“Registrable Securities” means all of the Commitment
Shares and all of the Purchase Shares that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without regard to
any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Purchase Shares, the Commitment
Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard
to any limitation on purchases under the Purchase Agreement.






















e.

“Registration Statement” means one or more
registration statements of the Company covering only the sale of the Registrable Securities.




2.

REGISTRATION.




a.

Mandatory Registration. The Company shall, within twenty (20)
calendar days after the date hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be
permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable
Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the
Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common
Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The
Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such
Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The
Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable efforts to
have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The Company shall use its commercially reasonable
efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of
all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered
thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.




b.

Rule 424 Prospectus. The Company shall, as required by
applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus
supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have
a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such
comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the
final pre-filing version of such prospectus. 




c.

Sufficient Number of Shares Registered. In the event the number
of shares available under the Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall amend the Registration
Statement or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to
the limitations set forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises,
subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to
cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.




d.

Offering. If the staff of the SEC (the “Staff”)
or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities
that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices
(and not fixed prices), or if after 






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the filing of the initial Registration Statement with the SEC pursuant to Section 2(a),
the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be
unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and
the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities
pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the
Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities
(and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as
addressed in this Section 2(d).




3.

RELATED OBLIGATIONS.




With respect to the Registration Statement and whenever any Registrable
Securities are to be registered pursuant to Section 2 including on any New Registration Statement, the Company shall use its commercially reasonable efforts to
effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall
have the following obligations:




a.

The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to any registration statement and the prospectus used in connection with such registration statement,
which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New
Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until such time
as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set
forth in such registration statement.




b.

The Company shall permit the Investor to review and comment upon the
Registration Statement or any New Registration Statement and all amendments and supplements thereto at least two (2) Business Days prior to their filing with
the SEC, and not file any document in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the
Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor
receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to the Registration Statement or any New Registration Statement.




c.

Upon request of the Investor, the Company shall furnish to the
Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such registration statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration
statement, a copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number of copies as the
Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request
from time to time in order to facilitate the disposition of the Registrable Securities owned by the 






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Investor. For the avoidance of doubt, any filing available to the Investor via the
SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.




d.

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




e.

As promptly as practicable after becoming aware of such event or facts,
the Company shall notify the Investor in writing of the happening of any event or existence of such facts as a result of which the prospectus included in any
registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or
amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or
such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii)
of any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and (iii) of the Company's
reasonable determination that a post-effective amendment to a registration statement would be appropriate.




f.

The Company shall use its commercially reasonable efforts to prevent
the issuance of any stop order or other suspension of effectiveness of any registration statement, or the suspension of the qualification of any Registrable
Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.




g.

The Company shall (i) cause all the Registrable Securities to be listed
on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.




h.

The Company shall cooperate with the Investor to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable 






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Securities to be offered pursuant to any registration statement and enable such
certificates to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.




i.

The Company shall at all times provide a transfer agent and registrar
with respect to its Common Stock.




j.

If reasonably requested by the Investor, the Company shall (i)
immediately incorporate in a prospectus supplement or post-effective amendment such information as the Investor believes should be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any registration statement.




k.

The Company shall use its commercially reasonable efforts to cause the
Registrable Securities covered by any registration statement to be registered with or approved by such other governmental agencies or authorities as may be
necessary to consummate the disposition of such Registrable Securities.




l.

Within one (1) Business Day after any registration statement which
includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investor) confirmation that such registration statement has been declared effective by the
SEC in the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require its counsel to deliver to the
Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without
limitation, the issuance of a stop order) and whether or not the registration statement is current and available to the Buyer for sale of all of the Registrable
Securities.




m.

The Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration statement.




4.

OBLIGATIONS OF THE INVESTOR.




a.

The Company shall notify the Investor in writing of the information the
Company reasonably requires from the Investor in connection with any registration statement hereunder. The Investor shall furnish 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.




b.

The Investor agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any registration statement hereunder.




c.

The Investor agrees that, upon receipt of any notice from the Company
of the happening of any event or existence of facts of the kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately
discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor's receipt of
the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). 






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Notwithstanding anything to the contrary, the Company shall cause its transfer agent to
promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of
the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.




5.

EXPENSES OF REGISTRATION.




All reasonable expenses, other than sales or brokerage commissions,
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.




6.

INDEMNIFICATION.




a.

To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the members, the directors, officers, partners,
employees, agents, representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several, (collectively, “
Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities
are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as
amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration
Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “
Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based
upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded
prospectus, 






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shall not inure to the benefit of any such person from whom the person asserting any such
Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised
prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to
use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be
available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if
such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9.




b.

In connection with the Registration Statement or any New Registration
Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar
as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation
occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit B attached hereto and furnished to the Company
by the Investor expressly for use in connection with such registration statement; and, subject to Section 6(d), the Investor will reimburse any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in
this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the
Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a
result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to
Section 9. 




c.

Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or
Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party
would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by
such counsel in such proceeding. The Indemnified Party or Indemnified Person shall 






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cooperate fully with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.




d.

The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.





e.

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




7.

CONTRIBUTION.




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




8.

REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.




With a view to making available to the Investor the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the
Company to the public without registration (“Rule 144”), the Company agrees, at the Company’s sole expense, so long as the Investor owns
any Registrable Securities, to:




a.

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




b.

file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to 






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such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144;




c.

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




d.

take such additional action as is requested by the Investor to enable
the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates,
resolutions and instructions to the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.




The Company agrees that damages may be an inadequate remedy for any
breach of the terms and provisions of this Section 8 and that Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief
in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms
or provisions.




9.

ASSIGNMENT OF REGISTRATION RIGHTS.




The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Investor. The Investor may not assign its rights or obligations under this Agreement without the prior
written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope or Josh Scheinfeld, all of whom shall agree to be bound
by the terms and conditions of this Agreement.




10.

AMENDMENT OF REGISTRATION RIGHTS.




No provision of this Agreement may be amended or waived by the parties
from and after the date that is one Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than
in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.




11.

MISCELLANEOUS.




a.

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




b.

Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile or email (provided 






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confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:




If to the Company:

Biodel Inc.

100 Saw Mill Road

Danbury, Connecticut 06810

Telephone:

(203) 796-5000

Facsimile:

(203) 796-5001

E-mail:

pbavier@biodel.com

Attention:

Paul Bavier




With a copy to (which shall not constitute notice or service of
process):

Hand Baldachin & Amburgey LLP

8 East 40th Street, 12th Floor

New York, New York 10018

Telephone:

(212) 956-9500

Facsimile:

(212) 376-6080

E-mail:

snayman@hballp.com

Attention:

Stuart R. Nayman, Esq.




If to the Investor:

Lincoln Park Capital Fund, LLC

440 North Wells, Suite 410

Chicago, IL 60654

Telephone:

312-822-9300

Facsimile:

312-822-9301

E-mail:

jscheinfeld@lpcfunds.com/jcope@lpcfunds.com

Attention:

Josh Scheinfeld/Jonathan Cope




With a copy to (which shall not constitute notice or service of
process):

Greenberg Traurig, LLP

The MetLife Building

200 Park Avenue

New York, NY 10166

Telephone:

(212) 801-9200

Facsimile: 

(212) 801-6400

E-mail:

marsicoa@gtlaw.com

Attention:

Anthony J. Marsico, Esq.




or at such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender's facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable, and an image of the
first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.






10




















c.

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




d.

This Agreement and the Purchase Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.




e.

Subject to the requirements of Section 9, this Agreement shall inure to
the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.




f.

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




g.

This Agreement may be executed in identical counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.




h.

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





i.

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






11

















j.

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










* * * * * *






12

















IN WITNESS WHEREOF, the parties have caused this Registration
Rights Agreement to be duly executed as of day and year first above written.










THE COMPANY:




BIODEL INC.




By: /s/ PAUL BAVIER   
               


Name: Paul Bavier

Title: General Counsel and Secretary







BUYER:




LINCOLN PARK CAPITAL FUND, LLC

BY: LINCOLN PARK CAPITAL, LLC

BY: ROCKLEDGE CAPITAL CORPORATION




By: /s/ JOSH
SCHEINFELD           

Name: Josh Scheinfeld

Title: President

































13

















EXHIBIT A




TO REGISTRATION RIGHTS AGREEMENT




FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT




[Date]




[TRANSFER AGENT]

___________________

___________________




Re: [__________]




Ladies and Gentlemen:




We are counsel to Biodel Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Purchase Agreement, dated as of July 25, 2014 (the “Purchase
Agreement”), entered into by and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”) pursuant to which the Company
has agreed to issue to the Buyer shares of the Company's Common Stock, par value $0.01 per share (the “Common Stock”), in an amount up to
Fifteen Million Dollars ($15,000,000) (the “Purchase Shares”), in accordance with the terms of the Purchase Agreement. In connection with the
transactions contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities & Exchange Commission the following shares
of Common Stock:




(1)

6,000,000 shares of Common Stock to be issued to the Buyer upon
purchase from the Company by the Buyer from time to time (the “Purchase Shares”).




(2)

95,000 shares of Common Stock that have been issued to the Buyer as a
commitment fee (the “Commitment Shares”). 




Pursuant to the Purchase Agreement, the Company also has entered into a Registration
Rights Agreement, dated as of July 25, 2014 with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among
other things, to register the Purchase Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company's obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____________], 2014, the Company filed a
Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the resale of the Purchase Shares and the Commitment Shares.




In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [_____]
[A.M./P.M.] on [__________], 201[__]. In that regard, we note that a Notice of Effectiveness of the Commission with respect to the Registration Statement is
available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System and states that the Registration Statement has an effectiveness date
of [__________], 201[__]. We have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Purchase Shares and the Commitment Shares are
available for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend. 






















Very truly yours,

[Company Counsel]







By:____________________







cc:

Lincoln Park Capital Fund, LLC


































EXHIBIT B




TO REGISTRATION RIGHTS AGREEMENT




Information About The Investor Furnished To The Company By The Investor 

Expressly For Use In Connection With The Registration Statement







Information With Respect to Lincoln Park Capital




As of the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially
owned 100,000 shares of our common stock. Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park
Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld
have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated
under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.