EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of September 3, 2014, between Soligenix, Inc., a Delaware
corporation (the “Company”), and Hy BioPharma, Inc., a Delaware corporation (the “Investor”).


 


Recital


 


A.            This Agreement is made
pursuant to the Exclusive Option to Purchase Assets dated as of April 1, 2014 by and between the Company and the Investor (the
“Option Agreement”) and the Asset Purchase Agreement, dated as of the date hereof between the Company and the
Investor (the “Purchase Agreement”).


 


The Company and the Investor
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:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Common Stock”
means the common stock of the Company, par value $.001 per share, and any securities into which such common stock may hereafter
be classified.


 


“Effectiveness
Date” means, (a) with respect to the Registration Statement required to be filed hereunder with respect to the Option
Shares, November 5, 2014, (b) with respect to the initial Registration Statement required to be filed hereunder with respect to
the Shares, the date that is 180 days following the date of issuance of such Registrable Securities, and (c) with respect to any
additional Registration Statement(s) that may be required pursuant to Section 2(b), the earlier of (i) the 30th calendar
day following (x) the first date or time that such Registrable Securities may then be included in a Registration Statement, if
such Registration Statement is required because the Commission shall have notified the Company in writing that certain Registrable
Securities were not eligible for inclusion on a previously filed Registration Statement, or (y) the date on which the Company
first knows, or reasonably should have known, that such additional Registration Statement(s) is required if such Registration
Statement is required for a reason other than as described in (x) above, and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that such additional 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).


 


“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).


 


“Option Shares”
shall have the meaning set forth in the Option Agreement.


 


“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 all of the Option Shares and the Shares, together with any shares of Common Stock issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing.


 


“Registration
Statement” means the registration statement(s) required to be filed hereunder, including (in each case) the Prospectus,
amendments and supplements to such registration statement(s) 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(s).


 


“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 purpose and 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 purpose and effect as such Rule.


 


“Trading Day”
means (i) a day on which the Common Stock is traded in the over-the-counter market, as reported by OTC Markets Group, Inc., or
(ii) if the Common Stock is not quoted by OTC Markets Group, Inc., a day on which the Common Stock is quoted in the over-the-counter
market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) and (ii) hereof,
then Trading Day shall mean a Business Day.


 



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2.             Registration.


 


(a)            The Company shall as soon as reasonably practicable prepare and file with the Commission a Registration Statement covering
the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement required hereunder shall be on Form S-1 (except if the Company is not then eligible to register for
resale the Registrable Securities on Form S-1, in which case the Registration shall be on another appropriate form in
accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the
Holders) the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this
Agreement, 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 not later than the Effectiveness Date, and
shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the
earlier of: (i) the date when all Registrable Securities covered by the Registration Statement have been sold, (ii) when all
Registrable Securities covered by the Registration Statement may be sold without volume restrictions pursuant to Rule
144(b)(i) promulgated under the Securities Act, and (iii) one year from the date of issuance of the applicable Registrable
Securities (the “Effectiveness Period”).


 


(b)
           If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant
to Section 2(a), then the Registrable Securities that are included in such offering shall be allocated among the Holders
in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder, or in such other proportions
as shall mutually be agreed to by all such Holders. To facilitate the allocation of shares in accordance with the above provisions,
the Company may round the number of shares allocated to any Holder to the nearest 100 shares. If for any reason the Commission
does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a) or for any
other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, then the
Company shall prepare and file as soon as possible after the date on which such filing may be made an additional Registration Statement
covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall contain (except if otherwise
directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its best
efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in
any event, no later than its Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously
effective under the Securities Act during its entire Effectiveness Period.


 



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(c)
            Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the
“Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement
filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such
Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such
Registration Statement, then in each such case, the Company shall reduce the total number of Registrable Securities to be
registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or
until such Holder accepts such identification and the manner thereof. In the event of any reduction pursuant to this Section
2(c), no Holder shall have any claim against the Company as a result of such reduction. In the event of any reduction in
Registrable Securities pursuant to this Section 2(c), an affected Holder shall have the right to require, upon
delivery of a written request to the Company signed by the Holder, the Company to file a registration statement within 30
days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale
by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to be and keep
effective such registration statement in the same manner as otherwise contemplated in this Agreement for
registration statements hereunder, in each case until the earlier of such time as: (i) all Registrable Securities held by
such Holder have been registered pursuant to an effective Registration Statement in a manner acceptable to such Holder or
(ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to
Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or
(iii) one year from the date of issuance of the applicable Registrable Securities or (iv) the Holder agrees to be named as an
underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such
Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that
the special demand right under this sentence may be exercised by a Holder multiple times and with respect to limited amounts
of Registrable Securities in order to permit the re-sale thereof by such Holder as contemplated above).


 


(d)
            By 5:30 p.m. on the Trading Day immediately following the Effective Date of each Registration Statement, the Company shall
file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection
with sales pursuant to such Registration Statement.


 


3.             Registration
Procedures


 


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


 


(a)            Not less than three Trading
Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to the Holders copies of the “Selling Stockholders” and the “Plan of Distribution” sections
and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed
to be filed which documents will be subject to the review of such Holders.


 



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(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 to any comments received from the Commission with respect
to the Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, 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 (to the extent such provisions are applicable to the Company). Notwithstanding
anything else contained herein to the contrary, the Company shall not provide any material, nonpublic information to the Holders.
The Company shall ensure that each Registration Statement (including any amendments or supplements or 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 the case of prospectuses, in light of the circumstances in which they were made) not misleading.


 


(c)            Notify the Holders of
Registrable Securities as promptly as reasonably possible (and, in the case of (i)(A) below, not less than two Trading Days prior
to such filing) and (if requested by any such Person) confirm such notice in writing promptly 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 the Registration Statement and whenever
the Commission comments in writing on the Registration Statement (the Company shall provide copies thereof and all written responses
thereto to each of the Holders to the extent such materials address the Selling Stockholder or Plan of Distribution sections of
the Registration Statement, and to the extent they address risk factors or other disclosures in such Registration Statement particular
to the Holder or the transactions contemplated hereby); 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 during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement
or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental
authority 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 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. The Company shall submit a request for acceleration
of the Registration Statement to the Commission, within two (2) Trading Days after the date the Company learns that no review
of a particular Registration Statement will be made by the Staff or Commission or that the Staff has no further comments on a
Registration Statement.


 



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(d)            Use reasonable 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)            Deliver to each Holder,
by 5:30 p.m. (Eastern time) on the second day following the Effective Date, 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
in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, 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, subject
to notices pursuant to Section 3(c).


 


(f)            Prior to any resale of
Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or “Blue Sky” laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep the Registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company shall not
be required to qualify generally to do business or file a general consent to service of process in any jurisdiction where it is
not then so qualified.


 


(g)            If requested by the Holders,
cooperate with each Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be delivered to a transferee pursuant to the 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.


 


(h)            Upon the occurrence of
any event contemplated by this Section 3, as promptly as commercially reasonably possible under the circumstances taking
into account the good faith determination of the Company’s Board of Directors of adverse consequences to the Company and
its stockholders of the premature disclosure of material non-public information, 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. If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 3(c)
above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders
shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed
as promptly as is commercially practicable. The Company shall be entitled to exercise its right under this Section 3(h)
to suspend the availability of a Registration Statement and Prospectus for a period not to exceed a period of 30 consecutive days
and for no more than an aggregate of 60 days (which need not be consecutive days) in any 12 month period. The Company shall not
be entitled to exercise its right under this Section 3(h) during the first 30 Trading Days after a Registration Statement
is declared effective by the Commission.


 



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


 


(j)            Each Holder agrees to
furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling
Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration
Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least one Trading Day prior to
the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (subject to the requirements
set forth in Section 3(a)).


 


(k)            Upon notification
by the Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the
Company shall request acceleration of such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time)
on the second (2nd) Trading Day following receipt of such notification.


 


(l)            If requested by a Holder, the Company shall as soon as practicable after receipt of notice from such Holder, use reasonable
best efforts to (i) incorporate in a prospectus supplement or post-effective amendment such information as a Holder
reasonably requests to 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 offered or sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii)
make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any
Registration Statement if reasonably requested by a Holder holding any Registrable Securities.


 


(m)            The Company shall make generally available to its security holders as soon as practical, but not later than 90 days after the
close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the
provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the
Company’s fiscal quarter next following the Effective Date of the Registration Statement or any additional registration
statement required by the terms of this Agreement.


 



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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 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 if the printing of prospectuses
is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities 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 audit. In no event shall the Company be responsible for any broker or similar commissions
of the Holders.


 


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 employees, and representatives of each of them, each person or entity 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 or entity, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys'
fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (i) 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 light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (A) 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),
(B) 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 or an amended or supplemented Prospectus, but only if and to the extent
that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to
such Loss would have been corrected and no grounds for such Loss would have existed, or (C) such Holder fails to comply with any
applicable prospectus delivery requirements of the Securities Act applicable to it in connection with sales of Registrable Securities
pursuant to a Registration Statement or (ii) 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 a Registration Statement.. 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. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the Holders.


 



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(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 or entity 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 or entities, to the 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 to the extent that delivery of such Prospectus would have avoided such Loss or (y) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any
omission or alleged 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 statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder expressly for use therein. 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. The indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 6(d) shall not apply to
amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the applicable
Holder, which consent shall not be unreasonably withheld or delayed.


 


(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any person or entity entitled
to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the person or
entity from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall
have the right to 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 prejudiced the Indemnifying
Party.


 



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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 the reasonable fees and expenses of such separate 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, which consent shall not be unreasonably withheld, 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.


 


Subject to the terms of
this Agreement, all reasonable 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 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 such Indemnified Party shall promptly reimburse the Indemnifying Party 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 this Section 5, 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.


 



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 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), (i) no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the net 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, or would otherwise
be required to pay under Section 5(b), by reason of such untrue or alleged untrue statement or omission or alleged omission;
(ii) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the
fault standards set forth in this Section 5 and (iii) no Person involved in the sale of Registrable Securities which Person
is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale
shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of 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.             Reports Under
the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the Commission that may at any time permit the Holders to sell securities of the
Company to the public without registration, the Company agrees to use reasonable best efforts to:


 


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


 


(b)          file with the Commission 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 such requirements (it being understood that nothing herein
shall limit the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 


(c)          furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by
the Company, if true, that it has complied with the reporting requirements 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 if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably
requested to permit the Holders to sell such securities pursuant to Rule 144 without registration; and


 


(d)          procure the removal of the restrictive legend on the Registrable Securities held by a Holder as soon as reasonably
practicable following the receipt by the Company of a request for such removal; provided that the request is received at
least six month’s following the date that such Shares are issued pursuant to this Agreement.



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 7.            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)            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.


 


(c)            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 further sales 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 will use its best efforts to ensure that the use of the Prospectus
may be resumed as promptly as is commercially practicable.


 


(d)           
Piggy-Back Registrations.



 


(i)  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 the stock option
or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within
fifteen (15) days after the date 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.


 


(ii)   Except
as set forth on Schedule 7(d) attached hereto, neither the Company nor any of its security holders (other than the Holders in
such capacity pursuant hereto) may include securities of the Company in a Registration Statement required to be filed hereunder
other than the Registrable Securities, provided that no securities set forth on Schedule 7(d) may be included in a Registration
Statement if including any such securities would adversely affect any of the Holders. The Company shall not after the date hereof
until the initial Effective Date enter into any agreement providing any such right to any of its security holders.


 



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(e)           Amendments
and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company
and the Holders holding a majority of the Registrable Securities. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise of any such right.


 


(f)            Notices. Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in
accordance with the provisions of the Purchase Agreement.


 


(g)            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. A Holder may assign any or all of its rights under this Agreement
to any person or entity to whom such Holder assigns or transfers any Registrable Securities, provided such transferee agrees
in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to a
“Holder.” The Company may not assign its rights or obligations hereunder.


 


(h)            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 or email 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 signature
were the original thereof.


 


(i)            Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Purchase Agreement.


 


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


 


(k)            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 best 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.


 



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


 


(m)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not
joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the
obligations of any other Holder under this Agreement. Nothing contained herein and no action taken by any Holder pursuant
hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity
and the Company acknowledges that the Holders are not acting in concert or as a group. Each Holder shall be entitled to
independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it
shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use
of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the
Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it
was required or requested to do so by any Holder.


 


(n)            Further
Assurances. 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 any 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.


 


{signature page follows}





 



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








 


	 	SOLIGENIX, INC.
	 	 	 
	 	By: 	/s/ Christopher J. Schaber
	 	Name:	Christopher J. Schaber, Ph.D.
	 	Title: 	President & CEO
	 	 
	 	HY BIOPHARMA, INC.
	 	 	 
	 	By: 	/s/ Robert J. Capetola
	 	Name:	Robert J. Capetola, Ph.D.
	 	Title:	CEO


 



    	15



    	 



    







  


SCHEDULE 7(d)


 


Pursuant to the engagement agreement dated February
6, 2014 (the “Engagement Agreement”) the Company granted Vista Partners LLC rights to include the shares issued thereunder
in a Company or investor initiated registration statement.


 






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ANNEX A


 


Plan of Distribution


 


The selling stockholders
and any of their pledgees, donees, transferees, 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 investors;



		●	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;



		●	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 investor 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 owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell 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 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.


 



    	A-1



    	 



    




 


 


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. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the
sale of securities will be paid by the selling stockholders and/or the purchasers of the securities.


 


Each selling stockholder
that is affiliated with a registered broker-dealer has confirmed to us that, at the time it acquired the securities subject to
the registration statement of which this prospectus is a part, it did not have any agreement or understanding, directly or indirectly,
with any person to distribute any of such securities.


 


We are required to pay
certain fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We agreed to keep this prospectus
effective until the earlier of (i) such time as all of the shares have been publicly sold and (ii) May 5, 2014.


 






    	A-2



    	 



    

 


ANNEX B


 


SOLIGENIX, INC.


 


Selling Securityholder Questionnaire


 


The undersigned beneficial owner of shares
of Common Stock (the “Registrable Securities”) of Soligenix, Inc. (the “Company”) understands
that the Company has filed or intends to file with the Securities and Exchange Commission a registration statement (the “Registration
Statement”) for the registration and resale under the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities. This Questionnaire is delivered pursuant to the terms of the Registration Rights Agreement dated
as of September 3, 2014 (the “Registration Rights Agreement”), among the Company and the Investor named therein.
A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences arise from being
named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named
or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed
below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.


 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


	1.	Name.	  
	 	 	 
	  	(a)	Full Legal Name of Selling Securityholder:
	  	  	  
	  	  	  
	  	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	  	  	  
	  	  	  
	  	(c)	Full Legal Name of each Control Person (which means a natural person that directly or indirectly has power to vote or dispose of the securities covered by this Questionnaire):
	  	  	  
	  	  	  


 






    	B-1



    	 



    

  


	2.	Address for Notices to Selling Securityholder:


 


	  
	 
	  
	 
	Telephone:_____________________________________________________________________
	Fax:__________________________________________________________________________
	Contact Person:_________________________________________________________________


 


 


	3.	Beneficial Ownership of Registrable Securities:


 


	  	(a)	Type and Principal Amount of Registrable Securities beneficially owned:


 


	 	  
	 	 
	 	  


 


	4.	 Broker-Dealer Status:


 


	  	(a)	Are you a broker-dealer?


Yes □
No □


 


	  	Note:	If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	  	(b)	Are you an affiliate of a broker-dealer?


Yes □
No □


 


	  	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


Yes □
No □


 


	  	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 






    	B-2



    	 



    

 







	5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.


 


Except as set forth below in this Item 5,
the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.


 


	  	 	Type and Amount of other Company securities beneficially owned by the Selling Securityholder:


 


	 	 	  
	 	 	 


 


	6. 	 Relationships with the Company:


 


Except as set forth below, neither the undersigned
nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


	  	 	State any exceptions here:


 


	 	 	  
	 	 	 
	 	 	 
	7.	 	 Claims against the Company:








 


Except as set forth below, to the actual
knowledge of the undersigned or the officers and directors or persons performing similar functions for the undersigned, neither
the undersigned nor any of its Affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity
securities of the undersigned) has any claims against the Company, its directors, officers, agents and employees, and each person
or entity who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)
relating to the Company’s sale of Registrable Securities to the undersigned.


 


		 	State any exceptions here:




 


	 	 	 
	 	 	 
	 	 	 


 


The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein (other than changes in beneficial ownership of Common
Stock after the effectiveness of the Registration Statement) that may occur subsequent to the date hereof at any time prior to
the effectiveness of the Registration Statement or while the Registration Statement remains effective.


 



    	B-3



    	 



    




 


 


By signing below, the undersigned consents
to the disclosure of the information contained in its answers hereto and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	{individual}	 	{entity}
	 	 	 
	 	 	 
	Name of Selling Securityholder 	 	Name of Selling Securityholder
	 	 	 
	 	 	 
	Signature of Selling Securityholder	 	By
	 	 	 
	 	 	 
	
        Name of Selling Securityholder

        (if held jointly)
	 	Name
	 	 	 
	 	 	 
	Signature of Selling Securityholder (if held jointly)	 	Title


  


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE,
AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


Leslie J. Croland


Duane Morris LLP


200 South Biscayne Boulevard, Suite 3400


Miami, FL 33131-2318


Facsimile: (305) 397-1882


 


B-4