Registration Rights Agreement dated March 4, 2005



 Exhibit 10.2 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 4th day of
March, 2005 by and among GlycoGenesys, Inc., a Nevada corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement, dated March     , 2005, by and among the
Company and the Investors (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.  
  
 The parties hereby agree as follows: 
  
 1. Certain Definitions. 
  
 As used in this Agreement, the following terms shall have the following
meanings: 
  
 “Affiliate” shall mean, with
respect to any Person, any other Person which directly or indirectly Controls, is Controlled by, or is under common Control with, such person. 
  
 “Business Day” shall mean a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of
business. 
  
 “Common Stock” shall mean the
Company’s common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified. 
  
 “Control” means, with respect to a Person, the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 
  
 “Delinquency Rate” shall mean (x) one percent (1%), if the event giving rise to the payment of liquidated damages hereunder in which such
rate is being applied occurs within 270 calendar days after the Signing Date, otherwise (y) two percent (2%). 
  
 “Holders” shall mean the Investors, the Placement Agent and any Affiliate or permitted transferee thereof who is a subsequent
holder of any Preferred Stock, Warrants or Registrable Securities. 
  
 “Investors” shall mean the Investors identified in the Purchase Agreement. 
  
 “NASD” shall mean the National Association of Securities Dealers, Inc. 
  
 “Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus. 
  
 “Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the
1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. 
  
 “Registrable Securities” shall mean the shares of Common Stock issuable (i) upon conversion or redemption of the Preferred Stock issued
pursuant to the Purchase Agreement, (ii) issuable upon conversion or redemption of the Preferred Stock issued as payment-in-kind 







 dividends on the Preferred Stock in accordance with the terms thereof, (iii) upon the exercise of the Warrants (including
the Placement Agent Warrants), and (iv) with respect to or in exchange for Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon sale pursuant to a Registration Statement. 
  
 “Registration Statement” shall mean any registration
statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective
amendments, and all exhibits and all material incorporated by reference in such Registration Statement. 
  
 “SEC” shall mean the U.S. Securities and Exchange Commission. 
  
 “1933 Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 
  
 “1934 Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
  
 2. Registration. 
  
 (a) Registration Statements. 
  
 (i) Promptly following the Closing of the purchase and sale of the Preferred Stock contemplated by the Purchase Agreement (the “Closing
Date”), but in no event after the earlier of (x) five (5) Business Days after the Second Closing Date and (y) the 45th calendar day after the First Closing Date (such earlier date, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then
available to the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities) covering the resale of all of the Registrable Securities without regard to any limitation on the
conversion of shares of Series D Preferred Stock or exercise of the Warrants and assuming that all dividends payable on the Preferred Stock pursuant to the term thereof shall be payment-in-kind dividends. Such Registration Statement shall include
the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional
shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 3(c) to the Holders and their respective counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC
on or prior to the Filing Deadline, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to the product of the then applicable Delinquency Rate and the aggregate amount invested by
such Holder for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such
payments shall be in partial compensation to the Holders, and shall not constitute the Holders’ exclusive remedy for such events. Such payments shall be made to each Holder in cash. The amounts payable as liquidated damages pursuant to this
paragraph shall be payable in lawful money of the United States, and 
  

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 amounts payable as liquidated damages shall be paid within five (5) Business Days of the last day of each such 30-day
period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities. 
  

(ii) Additional Registrable Securities. Upon the written demand of the Requisite Holders and upon any change in the “Series D Conversion
Price” (as that term is defined in the Certificate of Designations) or the number of “Warrant Shares” (as that term is defined in the Warrants) purchasable under the Warrants such that additional shares of Common Stock become issuable
upon conversion of the outstanding Series D Preferred Stock or exercise of such Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 (or, if Form S-3 is not then available to the Company, on such
form of Registration Statement as is then available to effect a registration for resale of such additional shares of Common Stock (the “Additional Shares”)) covering the resale of the Additional Shares, but only to the extent
the Additional Shares are not at the time covered by an effective Registration Statement or such shares cannot be added by pre-effective amendment to an existing Registration Statement. Such Registration Statement shall include the plan of
distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of
Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness
thereof) shall be provided in accordance with Section 3(c) to the Holders and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and
is not filed with the SEC within twenty (20) days of the request of any Holder, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to the product of the then applicable Delinquency
Rate and the aggregate amount invested by such Holder for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect
to the Additional Shares. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within ten (10) Business Days of the last
day of each such 30-day period during which the Registration Statement should have been filed for which no Registration Statement was filed with respect to the Additional Shares. 
  
 (b) Expenses. The Company will pay all expenses associated with each registration, including filing and printing
fees, counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees, but excluding the fees and disbursements of more than one law firm serving as
counsel to the Holders, and discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold. 
  
 (c) Effectiveness. 
  
 (i) The Company shall use its best efforts to have the Registration
Statement declared effective not later than the earlier to occur of (y) the 90th day immediately 
  

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 following the First Closing Date (or the 120th day after the First Closing Date in the event of an SEC review of the Registration Statement), or (z) five (5) Business Days following the Company’s
receipt of a no-review letter from the SEC relating to the Registration Statement but in no event prior to a Covenant Expiration Event; provided, however, if the Registration Statement is not declared effective within the time period
set forth above, the Company shall continue to use its best efforts to have the Registration Statement declared effective as soon as possible thereafter. If pursuant to the terms of the Purchase Agreement, the Second Closing is not conducted, the
Registrable Securities related to the Second Closing shall be removed from the Registration Statement. If (A) the Registration Statement has not been declared effective by the earlier of (y) or (z) in the preceding sentence, or (B) after a
Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the
Registration Statement), but except as excused pursuant to subsection (ii) below, then the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to the product of the then applicable
Delinquency Rate and the aggregate amount invested by such Holder for each 30-day period or pro rata for any portion thereof following the date (1) by which such Registration Statement should have been effective as described in (A) above had the
Company used its best efforts to have the Registration Statement declared effective or (2) sales cannot be made pursuant to such Registration Statement after it has been declared effective as described in (B) above (the “Blackout
Period”), for the first 270 days of such delay and 2% of the aggregate amount invested by such Holder for each 30-day period (or pro rata portion thereof) thereafter. Such payments shall be in partial compensation to the Holders, and
shall not constitute the Holders’ exclusive remedy for such events. The Blackout Period shall terminate upon (x) the effectiveness of the Registration Statement in the case of (A) above; and (y) the Registration Statement again being available
for sales by the Holders in the case of (B) above. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within five (5)
Business Days of the last day of each 30-day period following the commencement of the Blackout Period until the termination of the Blackout Period. 
  
 (ii) For not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may
delay the disclosure of material non-public information concerning the Company, by suspending effectiveness of any registration contemplated by this Section 2, if the disclosure of such material non-public information at the time is not, in the good
faith opinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Holders in writing of the existence of (but in no event, without the
prior written consent of a Holder, shall the Company disclose to such Holder any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, and (b) advise the Holders in writing to cease all sales under
the Registration Statement until the end of the Allowed Delay. 
  
 (d) Underwritten Offering. If any offering pursuant to a Registration Statement filed pursuant to Section 2(a) hereof involves an underwritten offering, the Company shall have the right to select an investment banker and manager to
administer the offering, which investment banker or manager shall be reasonably satisfactory to the Requisite Holders. 
  

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 (e) Limits on Liquidated Damages. Notwithstanding the provisions of Sections 2(a)(i), 2(a)(ii)
and 2(c)(i) above and Section 3(d) below, in no event shall the amount of liquidated damages payable to a Holder by reason of a failure by the Company to file a Registration Statement or cause such Registration Statement to be declared or remain
effective by the SEC or deliver an SEC Effective Notice exceed 25% of the amount such Holder paid for its Preferred Stock and Warrants. Nothing in this Section 2(e) shall limit a Holder’s right to exercise any other rights or remedies available
to such Holder in law or equity, including without limitation seeking specific performance of the terms of this Agreement. 
  
 3. Company Obligations. The Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the terms
hereof, and pursuant thereto the Company will, as expeditiously as possible: 
  
 (a) use its best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable
Securities covered by such Registration Statement, as amended from time to time, have been sold or (ii) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter
to such effect addressed and acceptable to the Company’s transfer agent; 
  
 (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the period
specified in Section 3(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all Registrable Securities; 
  
 (c) provide copies to and permit counsel to the Holders to review each Registration Statement and all amendments and supplements thereto no fewer than
four (4) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects within three (3) days following receipt by such counsel of such Registration Statement and/or amendments and supplements thereto;

  
 (d) furnish to the Holders (or their legal counsel) (i)
promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be), at least three (3)
copies of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each
item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential treatment); provided, however,
with respect to any (oral, written or electronic) notice from the SEC declaring (or advising of) the effectiveness of any Registration Statement (an “SEC Effective Notice”), the Company shall provide to the Holders and their
legal counsel written notice of the effectiveness of any such Registration Statement on the same day that the Company receives such notice from the SEC, and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all
amendments and supplements thereto and such other documents as each Holder may reasonably request in order to facilitate 
  

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 the disposition of the Registrable Securities owned by such Holder, which in any event, shall not exceed five (5)
Prospectuses. Delivery of all Prospectuses, correspondence and other documents included in this Section 3(d) shall be deemed completed if delivered via courier, via facsimile or email to Holder or its legal counsel. If the Company shall fail to
notify the Holders (or their legal counsel) on the same day as the Company’s receipt of such SEC Effective Notice, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to the
product of the then applicable Delinquency Rate and the aggregate amount invested by such Holder for each 30-day period or pro rata for any portion thereof following the date by which such SEC Effective Notice should have been delivered to such
Holder; 
  
 (e) in the event the Company selects an underwriter
for the offering, the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the
underwriter of such offering; 
  
 (f) if required by the
underwriter, the Company shall furnish, on the effective date of the Registration Statement (i) an opinion, dated as of such date, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, addressed to the underwriter and the Holders and (ii) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriter and the Holders; 
  

(g) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness and, if such order is issued,
obtain the withdrawal of any such order at the earliest possible moment; 
  
 (h) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the Holders and their counsel in connection with the registration or qualification
of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Holders and do any and all other reasonable acts or things necessary or advisable to enable the distribution in
such jurisdictions of the Registrable Securities covered by the Registration Statement; 
  
 (i) cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are
then listed; and 
  
 (j) immediately notify the Holders, at any
time when a Prospectus relating to the Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the
request 
  

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 of any such Holder, promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and 
  
 (k) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act and take such other
actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; 
  
 4. Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by the Holders,
advisors to and representatives of the Holders (who may or may not be Affiliated with the Holders), and any underwriter participating in any disposition of Common Stock on behalf of the Holders pursuant to a Registration Statement or amendments or
supplements thereto or any blue sky, NASD or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and
cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holders or any such representative, advisor or underwriter in connection with such Registration
Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holders
and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial due diligence with respect to the Company and the accuracy of such Registration Statement. 
  
 Notwithstanding the foregoing, the Company shall not disclose material nonpublic information
to the Holders, or to advisors to or representatives of the Holders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Holders, such advisors and
representatives with the opportunity to accept or refuse to accept such material nonpublic information for review. 
  
 5. Obligations of the Holders. 
  
 (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method
of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Holder of the information the Company requires from such Holder if such Holder elects to have any of the
Registrable Securities included in the Registration Statement provided however that if the SEC reviews the Registration Statement and requires further information regarding a Holder, the Registrable Securities held by it or the intended method of
distribution of the Registrable Securities, the Company shall notify the Holder thereof as soon as reasonably practical. A Holder shall provide such information to the Company at least seven (7) Business Days prior to the first anticipated filing
date of such Registration Statement if such Holder elects to have any of the Registrable Securities included in the Registration Statement. 
  

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 (b) Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such
Registration Statement. 
  
 (c) In the event the Company, at the
request of the Holders, determines to engage the services of an underwriter, each such Holder agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities. 
  
 (d) Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event described in Section 2 or 3 hereof rendering a Registration Statement no longer effective, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities, until the Holder’s receipt of copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Holder shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Holder’s possession of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. 
  
 (e) No Holder may participate in any third party underwritten registration
hereunder unless it (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing,
no Holder shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor
of the underwriter by the Holders shall be several and not joint and limited in the case of any Holder, to the net proceeds received by such Holder from the sale of its Registrable Securities. The scope of any such indemnification in favor of an
underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof. 
  
 6. Indemnification. 
  
 (a) Indemnification by the Company. The Company will indemnify and hold harmless each Holder and their respective Affiliates, officers, directors,
members, employees and agents, successors and assigns, against any losses, claims, damages or liabilities, joint or several, to which such Holder, Affiliate, officer, director, member, employee, agent, successor or assign may become subject under
the 1933 Act or otherwise, insofar as such losses, 
  

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 claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document
executed by the Company specifically for blue sky compliance or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; (iv) any violation by the Company, or its directors, officers, employees or agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its directors, officers, employees or agents
and relating to action or inaction required of the Company or any of them in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the
Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on a Holder’s behalf (the undertaking of any underwriter chosen by the Company being attributed to the
Company) and will reimburse such Holder, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in conformity with information furnished in writing by such Holder or any such controlling person for use in such Registration Statement or Prospectus. 
  
 (b) Indemnification by the Holders. In connection with any
Registration Statement pursuant to the terms of this Agreement, each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its Subsidiaries and its and their respective
directors, officers, employees, shareholders and each person who controls the Company against any losses, claims, damages, liabilities and expenses (including reasonable attorney fees) resulting from any untrue statement of a material fact or any
omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the
extent that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the
liability of a Holder be greater in amount than the aggregate dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  
 (c) Conduct of Indemnification Proceedings. Any person
entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of

  

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 such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or
expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon advice of its counsel, a
conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the
indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except
with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. 
  
 (d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it completely harmless, other than as expressly specified therein, then
the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such
fraudulent misrepresentation. In no event shall the contribution obligation of a Holder be greater in amount than the aggregate dollar amount of the proceeds received by it upon the sale of the Registrable Securities giving rise to such contribution
obligation. 
  
 7. Miscellaneous. 
  
 (a) Amendments and Waivers. This Agreement shall not be amended
except by a writing signed by (i) the Company and (ii) the Requisite Holders. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written
consent to such amendment, action or omission to act, of the Requisite Holders. 
  
 (b) Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 8.4 of the Purchase Agreement. 
  
 (c) Assignments and Transfers by Holders. The provisions of this
Agreement shall be binding upon and inure to the benefit of the Holders and their respective successors and assigns. A Holder may transfer or assign, in whole or from time to time in part, to one or more Persons its rights hereunder in connection
with the transfer of Registrable Securities by such Holder to such Person, provided, that, such Person agrees to be bound by the 
  

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 terms and conditions of this Agreement, and such Holder complies with all applicable laws thereto and provides written
notice of assignment to the Company promptly after such assignment is effected. 
  
 (d) Assignments and Transfers by the Company. This Agreement shall not be assigned by the Company without the prior written consent of the Requisite Holders, except that without the prior written consent of the
Requisite Holders, but after notice duly given, the Company shall assign its rights and delegate its duties hereunder to any successor-in-interest corporation, and such successor-in-interest shall assume such rights and duties, in the event of a
merger or consolidation of the Company with or into another corporation or the sale of all or substantially all of the Company’s assets. 
  
 (e) Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 
  
 (f) Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original. 
  
 (g) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. 
  
 (h) Severability. Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall
be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect. 
  
 (i) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take
all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained. 
  
 (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter. 
  

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 (k) Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of
process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. THE COMPANY AND EACH OF THE HOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.  
  
 [Signature Pages Follow] 
  

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 [Company Signature Page to Registration Rights Agreement] 
  
 IN WITNESS WHEREOF, the Company has executed this Agreement or caused its
duly authorized officer to execute this Agreement as of the date first above written. 
  

					
	The Company:	 	GLYCOGENESYS, INC.
			
	 	 	By:	 	 /s/    John W. Burns


	 	 	Name:	 	John W. Burns
	 	 	Title:	 	Senior Vice President and Chief Financial Officer

  

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 [Holder Signature Page to Registration Rights Agreement] 
  
 IN WITNESS WHEREOF, the undersigned has executed this Agreement or caused its
duly authorized officers to execute this Agreement as of the date first above written. 
  

					
	IF AN INDIVIDUAL:	 	 IF A CORPORATION, PARTNERSHIP,
   TRUST, ESTATE OR OTHER ENTITY:

	
	 	 
	(Signature)	 	 	 	 
	 	 	

	 	 	Print name of entity
	
	 	 
	(Printed Name)	 	By:	 	  


			
	 	 	Name:	 	  


			
	 	 	Title:	 	  


		
	Address:	 	Address:
		
	
	 	

		
	
	 	

		
	
	 	


  
  

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 Exhibit A 
  

Plan of Distribution 
  
 The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or
interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of
their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. 
  
 The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein: 
  

	 	•	 	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; 

  

	 	•	 	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; 

  

	 	•	 	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, from time to time, pledge or grant a security interest in some or all of the shares of common stock 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 amending the 
  

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 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. 
  
 In connection with the sale of our common stock or
interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The
selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). 
  
 The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole
or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of
the warrants. 
  
 The selling stockholders also may resell all or
a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. 
  
 The selling stockholders and any underwriters, broker-dealers or agents that
participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may
be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the
Securities Act. 
  
 To the extent required, the shares of our
common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. 
  
 In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these
jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is
available and is complied with. 
  

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 We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the
Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to
the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act. 
  
 We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this
prospectus. 
  
 We have agreed with the selling stockholders to
keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act. 
  

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