Exhibit 10.10


 


Execution Version


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is entered into as of the 9th day of November, 2005, by and among IT&E
International Group, a Nevada corporation (the “Company”) and Gene Resnick, M.D.
(the “Shareholder”).


 


RECITALS


 


WHEREAS, the Company, Millennix, Inc., a
New York Corporation (“Millennix”) and the Shareholder are parties to that
certain Asset Purchase Agreement dated November 9, 2005 (the “Asset
Purchase Agreement”);


 


WHEREAS, the Shareholder received his
respective Registerable Securities upon distribution from Millennix in
accordance with Section 3.2(d) of the Asset Purchase Agreement; and


 


WHEREAS, this Agreement is being entered into
and delivered in accordance with Sections 4.2(c) and 4.3(b) of the
Asset Purchase Agreement in order to grant certain registration rights to the
Holder as set forth below.


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree hereto as follows:


 


ARTICLE 1.

GENERAL.


 


1.1.          Definitions.  As used in this Agreement the following terms
shall have the following respective meanings:


 


(a)           “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


(b)           “Holder” means Gene Resnick or his
permitted assigns.


 


(c)           “Register,” “registered,” and “registration”
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.


 


(d)           “Registrable Securities” means (a) the
Common Stock of the Company held by the Holders and (b) any Common Stock
of the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
above-described securities. Notwithstanding the foregoing, Registrable Securities
shall not include any securities (i) sold by a person to the public either
pursuant to a registration statement or Rule 144, (ii) sold in a
private transaction in which the transferor’s rights under Article 2 of
this Agreement are not assigned, or (iii) held by a Holder (together with
its affiliates) if, as reflected on the Company’s list of stockholders, such
Holder (together with its affiliates) beneficially owns less than ten percent
(10%) of the Company’s outstanding Common Stock,


 





















 


and all shares of Common Stock of the Company issuable
or issued upon conversion of the Shares held by and issuable to such Holder
(and its affiliates) may be sold pursuant to Rule 144 during any ninety
(90) day period.


 


(e)           “Registrable Securities then
outstanding” shall be the number of shares of the Company’s Common Stock that
are Registrable Securities and either (i) are then issued and outstanding,
or (ii) are issuable pursuant to then exercisable or convertible
securities.


 


(f)            “Registration Expenses” shall mean
all expenses incurred by the Company in complying with Section 2.3 hereof,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, reasonable fees and
disbursements not to exceed Twenty-Five Thousand Dollars ($25,000) of a single
special counsel for the Holders, blue sky fees and expenses and the expense of
any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company which shall be
paid in any event by the Company).


 


(g)           “SEC” or “Commission” means the
Securities and Exchange Commission.


 


(h)           “Securities Act” shall mean the
Securities Act of 1933, as amended.


 


(i)            “Selling Expenses” shall mean all
underwriting discounts and selling commissions applicable to the sale.


 


(j)            “Special Registration Statement”
shall mean (i) a registration statement relating to any employee benefit
plan, or (ii) with respect to any corporate reorganization or transaction
under Rule 145 of the Securities Act, including any registration
statements related to the issuance or resale of securities issued in such a
transaction or (iii) a registration related to stock issued upon
conversion of debt securities.


 


ARTICLE 2.

REGISTRATION; RESTRICTIONS ON TRANSFER.


 


2.1.          Restrictions
on Transfer.


 


(a)           The Holder agrees not to make any
disposition of all or any portion of the Registrable Securities unless and
until:


 


(i)            there is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or


 


(ii)           (A) the transferee has agreed in
writing to be bound by the terms of this Agreement, (B) such Holder shall
have notified the Company of the proposed disposition and shall have furnished
the Company with a detailed statement of the circumstances surrounding the
proposed disposition, and (C) if reasonably requested by the Company, such
Holder shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require
registration of such shares under the Securities Act.


 


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(b)           Notwithstanding the provisions of subsection (a) above,
no such restriction shall apply to a transfer by a Holder that is (A) a
partnership transferring to its partners or former partners in accordance with
partnership interests, (B) a corporation transferring to a wholly-owned
subsidiary or a parent corporation that owns all of the capital stock of the
Holder, (C) a limited liability company transferring to its members or
former members in accordance with their interest in the limited liability
company, or (D) an individual transferring to the Holder’s family member
or trust for the benefit of an individual Holder; provided that in each case
the transferee will agree in writing to be subject to the terms of this
Agreement to the same extent as if he were an original Holder hereunder.


 


(c)           Each certificate representing
Registrable Securities shall be stamped or otherwise imprinted with legends
substantially similar to the following (in addition to any legend required
under applicable state securities laws):


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE
STOCKHOLDER AND THE COMPANY.  COPIES OF
SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF
THE COMPANY.


 


(d)           The Company shall be obligated to
reissue promptly unlegended certificates at the request of any Holder thereof
if the Company shall have obtained an opinion of counsel (which counsel may be
counsel to the Company) reasonably acceptable to the Company to the effect that
the securities proposed to be disposed of may lawfully be so disposed of
without registration, qualification and legend.


 


(e)           Any legend endorsed on an instrument
pursuant to applicable state securities laws and the stop-transfer instructions
with respect to such securities shall be removed upon receipt by the Company of
an order of the appropriate blue sky authority authorizing such removal.


 


2.2.          [Intentionally
Omitted.]


 


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2.3.          Piggyback
Registrations.  The Company shall
notify all Holders of Registrable Securities in writing at least fifteen (15)
days prior to the filing of any registration statement under the Securities Act
for purposes of a public offering of securities of the Company (including, but
not limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding Special Registration Statements) and
will afford each such Holder an opportunity to include in such registration
statement all or part of such Registrable Securities held by such Holder.  Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it
shall, within fifteen (15) days after the above-described notice from the
Company, so notify the Company in writing. 
Such notice shall state the intended method of disposition of the Registrable
Securities by such Holder.  If a Holder
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless
continue to have the right to include any Registrable Securities in any
subsequent registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein. 
Notwithstanding the foregoing, the rights of the Holder pursuant to this
Section 2.3 shall not apply to the filing of any registration statement
under the Securities Act for the resale of any of the Company’s common stock
held by or to be issued to Laurus Master Fund, Ltd.


 


(a)           Underwriting.  If the registration statement under which the
Company gives notice under this Section 2.3 is for an underwritten
offering, the Company shall so advise the Holders of Registrable
Securities.  In such event, the right of
any such Holder to be included in a registration pursuant to this Section 2.3
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to
the extent provided herein.  All Holders
proposing to distribute their Registrable Securities through such underwriting
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company.  Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares that may be
included in the underwriting shall be reduced among the Company and the Holders
on a pro rata basis based on the number of shares each of the Company and each
Holder originally proposed to include in such registration.  If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written
notice to the Company and the underwriter, delivered at least ten (10) business
days prior to the effective date of the registration statement.  Any Registrable Securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration.  For any Holder which is a
partnership or corporation, the partners, retired partners and stockholders of
such Holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing person shall be
deemed to be a single “Holder,” and any pro rata reduction with respect to such
“Holder” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such “Holder,”
as defined in this sentence.


 


(b)           Right to Terminate Registration.  The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2.3 prior
to the


 


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effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.  The Registration Expenses of such withdrawn
registration shall be borne by the Company in accordance with Section 2.5
hereof.


 


2.4.          [Intentionally
Omitted]


 


2.5.          Expenses
of Registration. All Registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to any registration under Section 2.3
herein shall be borne by the Company. 
All Selling Expenses incurred in connection with any registrations
hereunder, shall be borne by the holders of the securities so registered pro
rata on the basis of the number of shares so registered.


 


2.6.          Obligations
of the Company.  Whenever required to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:


 


(a)           prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use all
reasonable efforts to cause such registration statement to become effective,
and, upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective
for up to thirty (30) days or, if earlier, until the Holder or Holders have
completed the distribution related thereto; provided, however, that at any
time, upon written notice to the participating Holders and for a period not to
exceed sixty (60) days thereafter (the “Suspension Period”), the Company may
delay the filing or effectiveness of any registration statement or suspend the
use or effectiveness of any registration statement (and the Initiating Holders
hereby agree not to offer or sell any Registrable Securities pursuant to such
registration statement during the Suspension Period) if the Company reasonably
believes that the Company may, in the absence of such delay or suspension
hereunder, be required under state or federal securities laws to disclose any
corporate development the disclosure of which could reasonably be expected to
have a material adverse effect upon the Company, its stockholders, a
potentially significant transaction or event involving the Company, or any
negotiations, discussions, or proposals directly relating thereto.  In the event that the Company shall exercise
its right to delay or suspend the filing or effectiveness of a registration
hereunder, the applicable time period during which the registration statement
is to remain effective shall be extended by a period of time equal to the
duration of the Suspension Period.  If so
directed by the Company, all Holders registering shares under such registration
statement shall use their best efforts to deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such
Holders’ possession, of the prospectus relating to such Registrable Securities
current at the time of receipt of such notice. 
The Company shall not be required to file, cause to become effective or
maintain the effectiveness of any registration statement that contemplates a
distribution of securities on a delayed or continuous basis pursuant to Rule 415
under the Securities Act.


 


(b)           Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement for the
period set forth in subsection (a) above.


 


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(c)           Furnish to the Holders such number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as the Holders
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


(d)           Use its reasonable efforts to
register and qualify the securities covered by such registration statement
under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions.


 


(e)           In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of
such offering.  Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.


 


(f)            Notify each Holder of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of 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 a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing. The Company will use reasonable efforts to amend
or supplement such prospectus in order to cause such prospectus not to include
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 not
misleading in the light of the circumstances then existing.


 


(g)           Use its reasonable efforts to
furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters, (i) an
opinion, dated as of such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and (ii) a letter, dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten public offering addressed to the underwriters.


 


2.7.          Termination
of Registration Rights.  All
registration rights granted under this Article 2 shall terminate and be of
no further force and effect two (2) years after the date of hereof.


 


2.8.          Delay
of Registration; Furnishing Information.


 


(a)           No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Article 2.


 


(b)           It shall be a condition precedent to
the obligations of the Company to take any action pursuant to Section 2.3
that the selling Holders shall furnish to the Company such


 


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information regarding themselves, the Registrable
Securities held by them and the intended method of disposition of such
securities as shall be required to effect the registration of their Registrable
Securities.


 


2.9.          Indemnification.  In the event any Registrable Securities are
included in a registration statement under Section 2.3:


 


(a)           To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, the partners, members,
officers and directors of each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a “Violation”)
by the Company: (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement or incorporated
reference therein, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) 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, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law in connection with the offering covered by such registration statement; and
the Company will reimburse each such Holder, partner, member, officer,
director, underwriter or 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
indemnity agreement contained in this Section 2.9(a) shall not apply
to amounts paid (y) in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld, nor shall the Company be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by such Holder, partner, member,
officer, director, underwriter or controlling person of such Holder, or (z) in
connection with any loss, claim, damage or liability that resulted from the
Holder’s negligence or other misconduct.


 


(b)           To the extent permitted by law, each
Holder will, if Registrable Securities held by such Holder are included in the
securities as to which such registration qualifications or compliance is being
effected, indemnify and hold harmless the Company, each of its directors, its
officers and each person, if any, who controls the Company within the meaning
of the Securities Act, any underwriter and any other Holder selling securities
under such registration statement or any of such other Holder’s partners,
directors or officers or any person who controls such Holder, against any
losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, underwriter or other such
Holder, or partner, director, officer or controlling person of such other
Holder may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any of the


 


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following statements: (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement or incorporated reference therein, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) 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, or (iii) any violation or alleged
violation by the Company of the Securities Act 
(collectively, a “Holder Violation”), in each case to the extent (and
only to the extent) that such Holder Violation occurs in reliance upon and in
conformity with written information furnished by such Holder under an
instrument duly executed by such Holder and stated to be specifically for use
in connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or other Holder, or partner,
officer, director or controlling person of such other Holder in connection with
investigating or defending any such loss, claim, damage, liability or action if
it is judicially determined that there was such a Holder Violation; provided,
however, that the indemnity agreement contained in this Section 2.9(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; provided further,
that in no event shall any indemnity under this Section 2.9 exceed the
proceeds from the offering received by such Holder.


 


(c)           Promptly after receipt by an indemnified
party under this Section 2.9 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section 2.9,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 2.9, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 2.9.


 


(d)           If the indemnification provided for
in this Section 2.9 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any losses, claims, damages
or liabilities referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall to the extent permitted
by applicable law contribute to the amount paid or payable by such 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 indemnifying party on
the one hand and of the indemnified party on the other in connection with the
Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage
or liability, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party
and of the


 


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indemnified party shall be determined by a court of
law by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, that in
no event shall any contribution by a Holder hereunder exceed the proceeds from
the offering received by such Holder.


 


(e)           The obligations of the Company and
Holders under this Section 2.9 shall survive completion of any offering of
Registrable Securities in a registration statement and the termination of this
Agreement.  No indemnifying party, in the
defense of any such claim or litigation, shall, except with the consent of each
indemnified party, consent to entry of any judgment or enter into any
settlement which 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 to such claim or litigation.


 


2.10.        Assignment
of Registration Rights.  The rights
to cause the Company to register Registrable Securities pursuant to this Article 2
may be assigned by a Holder to a transferee or assignee of Registrable
Securities that (a) is a subsidiary, parent, general partner, limited
partner, retired partner, member or retired member, of a Holder, (b) is a
Holder’s family member or trust for the benefit of an individual Holder, or (c) is
an entity affiliated by common control (or other related entity) with such
Holder provided, however, (i) the transferor shall, within ten (10) days
after such transfer, furnish to the Company written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned and (ii) such transferee shall
agree to be subject to all restrictions set forth in this Agreement.


 


2.11.        Amendment
of Registration Rights.  Any
provision of this Article 2 may be amended and the observance thereof may
be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Holders of at least a majority of the Registrable Securities then
outstanding.  Any amendment or waiver
effected in accordance with this Section 2.11 shall be binding upon each
Holder and the Company.  By acceptance of
any benefits under this Article 2, Holders of Registrable Securities
hereby agree to be bound by the provisions hereunder.


 


2.12.        “Market
Stand-Off” Agreement.  Each Holder
hereby agrees that such Holder shall not sell, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a sale, any Common Stock (or other
securities) of the Company held by such Holder (other than those included in
the registration) for a period specified by the representative of the
underwriters of Common Stock (or other securities) in an underwritten public
offering of the Company not to exceed one hundred eighty (180) days following
the effective date of a registration statement of the Company filed under the
Securities Act.


 


2.13.        Agreement
to Furnish Information.  Each Holder
agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriter that are consistent with the Holder’s
obligations under Section 2.12 or that are necessary to give further
effect thereto.  In addition, if
requested by the Company or the representative of the


 


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underwriters of Common Stock (or other securities) of
the Company, each Holder shall provide, within ten (10) days of such
request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the
Company’s securities pursuant to a registration statement filed under the
Securities Act.  The obligations
described in Section 2.12 and this Section 2.13 shall not apply to a
Special Registration Statement.  The
Company may impose stop-transfer instructions with respect to the shares of
Common Stock (or other securities) subject to the foregoing restriction until
the end of said one hundred eighty (180) day period.  Each Holder agrees that any transferee of any
shares of Registrable Securities shall be bound by Sections 2.12 and 2.13.  The underwriters of the Company’s stock are
intended third party beneficiaries of Sections 2.12 and 2.13 and shall have the
right, power and authority to enforce the provisions hereof as though they were
a party hereto.


 


2.14.        Rule 144
Reporting.  With a view to making
available to the Holders the benefits of certain rules and regulations of
the SEC which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to use its best efforts to:


 


(a)           Make and keep public information
available, as those terms are understood and defined in SEC Rule 144 or
any similar or analogous rule promulgated under the Securities Act, at all
times after the effective date of the first registration filed by the Company
for an offering of its securities to the general public;


 


(b)           File with the SEC, in a timely
manner, all reports and other documents required of the Company under the
Exchange Act; and


 


(c)           So long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request:  a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 of the
Securities Act, and of the Exchange Act (at any time after it has become
subject to such reporting requirements); a copy of the most recent annual or
quarterly report of the Company filed with the Commission; and such other
reports and documents as a Holder may reasonably request in connection with
availing itself of any rule or regulation of the SEC allowing it to sell
any such securities without registration.


 


ARTICLE 3.

MISCELLANEOUS.


 


3.1.          Governing
Law.  This Agreement shall be
governed by and construed under the laws of the State of New York in all
respects as such laws are applied to agreements among New York residents
entered into and to be performed entirely within New York.


 


3.2.          Successors
and Assigns.  Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors,
assigns, heirs, executors, and administrators and shall inure to the benefit of
and be enforceable by each person who shall be a holder of Registrable
Securities from time to time; provided, however, that prior to the receipt by
the Company of adequate written notice of the transfer of any Registrable
Securities specifying the full name and address of the transferee, the Company
may deem and treat the person listed as the holder of such shares in its


 


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records as the absolute owner and holder of such
shares for all purposes, including the payment of dividends or any redemption
price.


 


3.3.          Entire
Agreement.  This Agreement and the
Asset Purchase Agreement and the other documents delivered pursuant thereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other in any manner by any oral or written representations, warranties,
covenants and agreements except as specifically set forth herein and
therein.  Each party expressly represents
and warrants that it is not relying on any oral or written representations,
warranties, covenants or agreements outside of this Agreement.


 


3.4.          Severability.  In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


3.5.          Amendment
and Waiver.


 


(a)           Except as otherwise expressly
provided, this Agreement may be amended or modified only upon the written
consent of the Company and the holders of at least a majority of the
then-outstanding Registrable Securities.


 


(b)           Except as otherwise expressly
provided, the obligations of the Company and the rights of the Holders under
this Agreement may be waived only with the written consent of the holders of at
least a majority of the then-outstanding Registrable Securities.


 


(c)           For the purposes of determining the
number of Holders entitled to vote or exercise any rights hereunder, the
Company shall be entitled to rely solely on the list of record holders of its
stock as maintained by or on behalf of the Company.


 


3.6.          Delays
or Omissions.  It is agreed that no
delay or omission to exercise any right, power, or remedy accruing to any
party, upon any breach, default or noncompliance by another party under this
Agreement shall impair any such right, power, or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring.  It is further
agreed that any waiver, permit, consent, or approval of any kind or character
on any party’s part of any breach, default or noncompliance under the Agreement
or any waiver on such party’s part of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent specifically
set forth in such writing.  All remedies,
either under this Agreement, by law, or otherwise afforded to any party, shall
be cumulative and not alternative.


 


3.7.          Notices.  All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (iii) five (5) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of


 


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receipt.  All
communications shall be sent to the party to be notified at the address as set
forth on the signature pages hereof at such other address or electronic
mail address as such party may designate by ten (10) days advance written
notice to the other parties hereto.


 


3.8.          Attorneys’
Fees.  In the event that any suit or
action is instituted under or in relation to this Agreement, including without
limitation to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.


 


3.9.          Titles
and Subtitles.  The titles of the
sections and subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.


 


3.10.        Counterparts.  This Agreement may be executed in any number
of counterparts, by facsimile, or both, each of which shall be an original, but
all of which together shall constitute one instrument.


 


3.11.        Pronouns.  All pronouns contained herein, and any
variations thereof, shall be deemed to refer to the masculine, feminine or
neutral, singular or plural, as to the identity of the parties hereto may
require.


 


[THIS SPACE INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Registration Rights Agreement as of the date set forth in the
first paragraph hereof.


 


	
  COMPANY:

  	
  HOLDERS:

  
	
   

  	
   

  
	
  IT&E INTERNATIONAL GROUP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Peter
  Sollenne

  	
   

  	
  By:

  	
  /s/ Gene
  Resnick

  	
   

  
	
  Peter
  Sollenne, Chief Executive Officer

  	
  GENE
  RESNICK, M.D.

  
	
   

  	
   

  
	
  Address
  for Notice:

  	
  Address
  for Notice:

  
	
   

  	
   

  
	
  IT&
  E International

  	
  Millenix, Inc.

  
	
  505
  Lomas Santa Fe Drive, Suite 200

  	
  3020
  Westchester Avenue, Suite 202

  
	
  Solana
  Beach, CA 92075

  	
  Purchase,
  New York 10577

  
						



 


 


[Signature Page to Registration Rights
Agreement]


 


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