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REGISTRATION RIGHTS AGREEMENT    
  


        This Registration Rights Agreement (this "Agreement") is made and entered into as of March 25, 2002, by and
among AVI BioPharma, Inc. an Oregon corporation (the "Company"), and each of the purchasers identified on the signature pages hereto (each a
"Purchaser" and collectively, the "Purchasers"). 


        This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement"). 


        The
Company and the Purchasers hereby agree as follows: 


        1.
Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings
given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 


        "Effectiveness
Date" means the earlier of (a) the 120th day following the Closing Date and (b) the fifth Trading Day following the date on which the Company is notified by
the Commission that such Registration Statement will not be reviewed or is no longer subject to further review and comments. 


        "Effectiveness Period" shall have the meaning set forth in Section 2(a). 



        "Filing Date" means, with respect to the initial Registration Statement required to be filed hereunder, the 30th day following the Closing
Date. 


        "Holder" or "Holders" means the holder or holders, as the case may be, from time to time
of Registrable Securities. 


        "Indemnified Party" shall have the meaning set forth in Section 5(c). 



        "Indemnifying Party" shall have the meaning set forth in Section 5(c). 


        "Losses" shall have the meaning set forth in Section 5(a). 


        "Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened. 


        "Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 


        "Registrable Securities" means the shares of Common Stock issued pursuant to the Purchase Agreement and issuable upon exercise of the
Warrants. 


        "Registration Statement" means the initial registration statement required to be filed hereunder and any additional registration
statements contemplated by Section 2(d), 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. 


        "Rule 144" means Rule 144 promulgated by the Commission 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 Commission having substantially the same effect as such Rule. 


        "Rule 415" means Rule 415 promulgated by the Commission 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 Commission having substantially the same effect as such Rule. 





 



        "Rule 424" means Rule 424 promulgated by the Commission 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 Commission having substantially the same effect as such Rule. 


        "Warrants" means the Common Stock purchase warrants issued pursuant to the Purchase Agreement. 


        2.
Registration.



        (a)  On
or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for an offering to be
made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required by
the Commission) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the
Registration Statement to become effective and remain effective as provided herein. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the
Securities Act as promptly as possible after the filing thereof, but in any event prior to its Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously
effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold
immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to an unqualified written
opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). 



        (b)  If:
(a) any Registration Statement is not filed on or prior to the Filing Date; (b) a Registration Statement filed hereunder is not declared effective by
the Commission by the Effectiveness Date; (c) after a Registration Statement is filed with and declared effective by the Commission, such Registration Statement ceases to be effective (by
suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period without being succeeded within fifteen
(15) Trading Days by an amendment to such Registration Statement or by a subsequent Registration Statement filed with and declared effective by the Commission; (d) the Common Stock is
not listed or quoted, or is suspended from trading on the Nasdaq National Market for a period of three (3) Trading Days (which need not be consecutive Trading
Days); or (e) the exercise rights of the Holders pursuant to the Warrants are suspended for any reason (any such failure or breach being referred to as an
"Event," and for purposes of clause (a), (b) or (e) the date on which such Event occurs, or for purposes of clause (c) the
date which such fifteen (15) Trading Day-period is exceeded, or for purposes of clause (d) the date on which such three (3) Trading Day period is exceeded, being
referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages
and not as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement. Such liquidation damages shall be paid not less than each thirty (30) days during an Event and within three (3) days following the date on which such Event has been cured by
the Company. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per
annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such
interest thereon, are paid in full. 



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        3.
Registration Procedures


        In
connection with the Company's registration obligations hereunder, the Company shall: 



        (a)  Not
less than three (3) Trading Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, the
Company shall, (i) furnish to the Holders copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference) which documents will be
subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or
any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith. 


        (b)  (i) Prepare
and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with
the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible, and
in any event within ten (10) days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and, as promptly as reasonably possible
provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance
with the
intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented. 


        (c)  Notify
the Holders of Registrable Securities to be sold as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three (3) Trading Days
prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a "review" of such
Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to
each of the Holders); and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the
Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) 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 or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in the
Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents 



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so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any 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. 


        (d)  Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement,
or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. 


        (e)  Furnish
to each Holder, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission. 


        (f)    Promptly
deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement
thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment
or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. 



        (g)  Use
its best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such
registration or qualification) of all applicable Registrable Securities for offer and sale under the securities or Blue Sky laws of all applicable jurisdictions within the United States as any Holder
requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the Company to any material tax in any such jurisdiction where it is not then
so subject. 


        (h)  Cooperate
with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant
to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request. 


        (i)    Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file
any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain 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, in light of the circumstances under which they were made, not misleading. 


        (j)    Comply
with all applicable rules and regulations of the Commission. 


        (k)  The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder
and such other reasonable information as the Company is required to obtain for inclusion in the Registration Statement. 



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        4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable
state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses,
(iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Company so desires such insurance, and (v) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred
in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. 



        5.  Indemnification



        (a)  Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Holder, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a
margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or
supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in
Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior
to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this Agreement. 


        (b)  Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling Persons, to the 



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fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder's failure to comply with the prospectus
delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein 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 so furnished in writing by such Holder to the Company specifically for inclusion in such
Registration Statement or such Prospectus or to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such
Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by
such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the
Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon
the sale of the Registrable Securities giving rise to such indemnification obligation. 


        (c)  Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to
indemnity hereunder (an "Indemnified Party"), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
"Indemnifying Party") in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. 




        An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed
promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the
Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. 


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        All
fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may
require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification
hereunder). 



        (d)  Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by
reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms. 




        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by
such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. 


        6.
Miscellaneous



        (a)  Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law
would be adequate. 


        (b)  No Piggyback on Registrations. Except as and to the extent specified in  Schedule 6(b) hereto, neither the Company nor any of its security holders (other than the
Holders in such 



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capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any
agreement providing any such right for inclusion of shares in the Registration Statement to any of its security holders. Except as and to the extent specified in  Schedule 6(b) hereto, the Company
has not previously entered into any agreement granting any registration rights with respect to any of its
securities to any Person which has not been fully satisfied. 


        (c)  Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. 



        (d)  Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the
provisions of this paragraph. 


        (e)  Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective
Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then
the Company shall send to each Holder written notice of such determination and, if within fifteen days after receipt of such notice, any such Holder shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of
registration rights. 


        (f)    Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of the then
outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain
Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately preceding sentence. 



        (g)  Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. 



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(New York City time) on such date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications shall be as follows: 



	If to the Company:	 	AVI BioPharma, Inc.

One S.W. Columbia, Suite 1105

Portland, Oregon 97258

Facsimile: (503) 227-0751
	

If to a Purchaser:	
 	

To the address set forth under such Purchaser name

on the signature pages hereto.
	

If to any other Person who is then the registered Holder:
	

 	
 	

To the address of such Holder as it appears in the

stock transfer books of the Company






or
such other address as may be designated in writing hereafter, in the same manner, by such Person. 



        (h)  Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder. Each
Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement. 



        (i)    Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature
shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original
thereof. 


        (j)    Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or
its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan.
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and
hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for 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. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the 



9





 





transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be reimbursed by
the other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. 



        (k)  Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 


        (l)    Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no
way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 


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


        (n)  Independent Nature of Purchasers' Obligations and Rights. The obligations of each Purchaser hereunder are several and not
joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Purchaser shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. 



[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES TO FOLLOW] 


10





 

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



	 	 	AVI BIOPHARMA, INC.
	

 	
 	

By:	
 	

/s/  DENIS R. BURGER, PH.D.      

	 	 	Name: Denis R. Burger, Ph.D.

Title: Chairman & Chief Executive Officer




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF PURCHASERS TO FOLLOW] 


11





 

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



	 	 	SMITHFIELD FIDUCIARY LLC
	

 	
 	

By:	
 	

/s/  ADAM J. CHILL      

	 	 	Name: Adam J. Chill

Title: Authorized Signatory
	

 	
 	

Address for Notice:
	

 	
 	

c/o Highbridge Capital Management, LLC

9 West 57th Street, 27th Floor

New York, NY 10019

Fax: 212-751-0755

Tel: 212-287-4720

Attention: Ari J. Storch / Adam J. Chill






12





 


	
 	
 	
SF CAPITAL PARTNERS LTD
	



 	

 	



By:	

 	



/s/  BRIAN H. DAVIDSON      

	

 	
 	

Name: Brian H. Davidson

Title: Authorized Signatory
	

 	
 	

Address for Notice:
	

 	
 	

SF Capital Partners Ltd.

Attention: Brian H. Davidson

1500 West Market Street, Suite 200

Mequon, Wisconsin 53092
	

 	
 	

Phone: (262) 241-1810

Facsimile: (262) 241-1888




13





 


	 	 	CASTLE CREEK HEALTHCARE

PARTNERS LLC
	

 	
 	
By:	
 	

CASTLE CREEK PARTNERS,

LLC, its Investment Manager
	

 	
 	

By:	
 	

/s/  THOMAS A. FREI      

	 	 	Name: Thomas A. Frei

Title: Managing Member
	

 	
 	

Address for Notice:
	

 	
 	

Castle Creek Healthcare Partners, LLC

c/o Castle Creek Partners, LLC

111 West Jackson Blvd, Suite 2020

Chicago, IL 60604




14





 


	 	 	CC LIFE SCIENCE, LTD.
	

 	
 	

By:	
 	

/s/  THOMAS A. FREI      

	 	 	Name: Thomas A. Frei

Title: Member
	

 	
 	

Address for Notice:
	

 	
 	

CC Life Science, Ltd.

c/o Castle Creek Life Science Partners, LLC

111 West Jackson Blvd, Suite 2020

Chicago, IL 60604




15





 


	 	 	SDS MERCHANT FUND, LP
	

 	
 	

By:	
 	

/s/  STEVE DERBY      

	 	 	Name: Steve Derby

Title: Managing Member
	

 	
 	

Address for Notice:
	

 	
 	

SDS Merchant Fund, LP

c/o SDS Capital Partners, LLC

1 Sound Shore Drive, Suite 202

Greenwich, CT 06830




16





 


	 	 	DMG LEGACY FUND LLC
	

 	
 	

By:	
 	

/s/  ANDREW WILDER      

	 	 	Name: Andrew Wilder

Title: Chief Financial Officer
	

 	
 	

Address for Notice:
	

 	
 	

DMG Legacy Fund LLC

c/o DMG Advisors LLC

One Sound Shore Drive, Ste 202

Greenwich, CT 06830




17





 


	 	 	DMG LEGACY INSTITUTIONAL FUND LLC
	

 	
 	

By:	
 	

/s/  ANDREW WILDER      

	 	 	Name: Andrew Wilder

Title: Chief Financial Officer
	

 	
 	

Address for Notice:
	

 	
 	

DMG Legacy Institutional Fund LLC

c/o DMG Advisors LLC

One Sound Shore Drive, Ste 202

Greenwich, CT 06830




18





 


	 	 	DMG LEGACY INTERNATIONAL LTD.
	

 	
 	

By:	
 	

/s/  ANDREW WILDER      

	 	 	Name: Andrew Wilder

Title: Chief Financial Officer
	

 	
 	

Address for Notice:
	

 	
 	

DMG Legacy International Ltd.

c/o DMG Advisors LLC

One Sound Shore Drive, Ste 202

Greenwich, CT 06830




19





 


	 	 	GRYPHON MASTER FUND, L.P.
	

 	
 	

By:	
 	

/s/  E.B. LYON, IV      

	 	 	Name: E.B. Lyon, IV

Title: Authorized Agent
	

 	
 	

Address for Notice:
	

 	
 	

500 Crescent Court, Suite 270

Dallas, TX 75201






20





 


	
 	
 	
QUANTICO PARTNERS, L.P.
	



 	

 	



By:	

 	



/s/  JEFFREY THORP      

	

 	
 	

Name: Jeffrey Thorp

Title: Managing Partner of

Langley Capital, LLC,

its General Partner
	

 	
 	

Address for Notice:
	

 	
 	

Quantico Partners, L.P.

c/o Langley Capital, LLC

535 Madison Avenue, 7th Floor

New York, NY 10022

(212) 850-7528 Telephone

(212) 850-7589 Facsimile
 JT@LangleyCapital.com




21





 


	 	 	BNY CAPITAL MARKETS, INC.
	

 	
 	

By:	
 	

/s/  WESLEY V. PRITCHETT      

	 	 	Name: Wesley V. Pritchett

Title: M.D.
	

 	
 	

Address for Notice:
	

 	
 	

Attn: Raymond Lang, Managing Director

BNY Capital Markets, Inc.

32 Old Slip, 15th Floor

New York, NY 10286




22





 


	 	 	UNITED CAPITAL MANAGEMENT, INC.
	

 	
 	

By:	
 	

/s/  JAMES A. LUSTIG      

	 	 	Name: James A. Lustig

Title: Proprietor
	

 	
 	

Address for Notice:
	

 	
 	

410 17th Street, Suite 1705

Denver, CO 80202




23





 


	 	 	On behalf of

THE TAIL WIND FUND LIMITED

Tail Wind Advisory & Management Ltd.
	

 	
 	
By:	
 	

/s/  DAVID CROOK      

	 	 	Name: David Crook

Title: Chief Executive Officer
	

 	
 	

Address for Notice:
	

 	
 	

David Crook, Esq.

Chief Executive Officer

Tail Wind Advisory & Management Ltd.

1st Floor, No. 1 Regent Street

London, SW1Y 4NS, UK

Tel: +44 20 7468 7691 Fax: 7657
	

 	
 	
Please copy all correspondence to:

Peter J. Weisman, P.C.

110 East 59th Street

New York, NY 10005

Tel: +212-418-4792 Fax: 212-317-8855
	

 	
 	
Please send the common shares a.s.a.p. directly to:

Bishop Rosen & Co.

Attn: Mr. D. Freedman

100 Broadway, 18th Floor

New York, NY 10006

Tel: +212-602-0054 Fax: +212-602-0697
	

 	
 	
Please send the warrants to:

The Tail Wind Fund, Ltd.

MecaPierson (Bahamas) Ltd.

Attn: Ngaire Rolle,

Windermere House, 404 East Bay St.,

PO Box SS 5539, Nassau, Bahamas

Tel: 242-393-8777 Fax: 242-393-9021




24





 


	 	 	JULES NORDLICHT
	

 	
 	

By:	
 	

/s/  JULES NORDLICHT      

	 	 	Name: Jules Nordlicht

Title:
	

 	
 	

Address for Notice:
	

 	
 	

255 W. Beech St

Long Beach, NY 11561




25






Annex A  


Plan of Distribution  


        The selling stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their
shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling
stockholders may use any one or more of the following methods when selling shares: 



	•
	ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;



	•
	block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to
facilitate the transaction;



	•
	purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;



	•
	an
exchange distribution in accordance with the rules of the applicable exchange;



	•
	privately
negotiated transactions;



	•
	short
sales



	•
	broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;



	•
	a
combination of any such methods of sale; and



	•
	any
other method permitted pursuant to applicable law. 




        The
selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. 


        Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved. 


        The
selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock or Warrants owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus. 


        The
selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus. 


        The
selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In
such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act. The selling stockholders have informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. 


        The
Company is required to pay all fees and expenses incident to the registration of the shares. The Company has agreed to indemnify the selling stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act. 











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