ex10_2.htm


    
      

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement
      (this "Agreement") is made this 21st day of September, 2007, by NANOVIRICIDES,
      INC., a publicly-owned Nevada corporation (the "Company") and each of the
      Purchasers set forth on the signature page hereto (individually a "Purchaser"
      and collectively, the "Purchasers").

    


    A.           In
      connection with the Subscription Agreement by and among the parties hereto
      of
      even date herewith (the “Subscription Agreement”), the Company has agreed, upon
      the terms and subject to the conditions contained therein, to issue and sell
      to
      the Purchasers (i) 1,500,000 shares (the "Shares") of the Company’s common
      stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants (the
“Warrants”) to acquire an aggregate of 450,000 shares of Common Stock, upon the
      terms and conditions and subject to the limitations and conditions set forth
      in
      the Warrants; and

     

    B.           To
      induce the Purchasers to execute and deliver the Subscription Agreement, the
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, the “1933 Act”), and
      applicable state securities laws;

     

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

     

    1.   Certain
      Definitions.  As used in this Agreement, the following terms shall
      have the following respective meanings:

    


    (a)  "Commission"
      shall mean
      the Securities and Exchange Commission or any other federal agency at the time
      administering the Securities Act.

    


    (b)  "Common
      Stock" shall
      mean the common stock, no par value, of the Company.

    


    (c)  "Form
      S-1. Form SB-1.
      Form S-2. Form SB-2 and Form S-3" shall mean Form S-1, Form SB-1, Form S-2,
      Form
      SB-2 or Form S-3, respectively, promulgated by the Commission or any
      substantially similar or successor form then in effect.

    


    (d)  The
      terms "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 the effectiveness of such Registration
      Statement.

    


    (e)  "Registrable
      Securities"
      shall mean the Shares and the shares of Common Stock underlying the exercise
      of
      the Warrants until such time as such shares become eligible for sale under
      subparagraph (k) of Rule 144 or any successor thereto.

    


    (f)  "Registration
      Expenses"
      shall mean all expenses incurred by the Company in complying with Section 2,
      including, without limitation, all federal and state registration, qualification
      and filing fees, printing expenses, fees and disbursements of counsel for the
      Company, blue sky fees and expenses, the expense of any special audits incident
      to or required by any such Registration and the reasonable fees and
      disbursements of counsel for the Purchasers, as selling
      shareholders.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g)  "Registration
      Statement"
      shall mean Form S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3, whichever
      is
      applicable.

    


    (h)  "Restriction
      Termination
      Date" shall mean, with respect to any Registrable Securities, the earliest
      of
      (i) the date that such Registrable Securities shall have been Registered and
      sold or otherwise disposed of in accordance with the intended method of
      distribution by the seller or sellers thereof set forth in the Registration
      Statement covering such securities or transferred in compliance with Rule 144,
      and (ii) the date that an opinion of counsel to the Company containing
      reasonable assumptions (which opinion shall be subject to the reasonable
      approval of counsel to any affected Purchaser) shall have been rendered to
      the
      effect that any restrictive legend placed upon the Registrable Securities under
      the Securities Act can be properly removed and such legend shall have been
      removed.

    


    
      	
               

            	
              (i)

            	
              "Rule
                144" shall mean Rule 144 promulgated by the Commission  pursuant
                to the Securities Act and any successor rules
                thereto.

            


    

    


    
      	
               

            	
              (j)

            	
              "Purchasers"
                shall mean, collectively, the Purchasers, their assignees and transferees,
                and individually, a Purchaser and any transferee or assignee of such
                Purchaser.

            


    

    


    


    
      	
               

            	
              (k)

            	
              "Securities
                Act" shall mean the Securities Act of 1933, as
                amended.

            


    

    


    
      	
               

            	
               (l)

            	
              "Selling
                Expenses" shall mean all underwriting discounts and selling commissions
                applicable to the sale of Registrable Securities pursuant to this
                Agreement.

            


    

    


    
      	
               

            	
              (m)

            	
              “Shares"
                shall mean the Common Stock issued to the Purchasers pursuant to
                the
                Subscription Agreement and the various Warrant
                agreements.

            


    

    


    
      	
               

            	
              (n)

            	
              “Transaction
                Documents” shall mean this Agreement, the Subscription Agreement and the
                Warrant Agreement to which the Company and the Purchasers are
                parties.

            


    

    


    Capitalized
      terms used but not defined
      herein shall have the meanings ascribed to such terms in the Subscription
      Agreement and Warrant Agreement.


    
      
        
        

      

      
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    2.   Registration
      Rights.

    


    2.1  Required
      Registration.

    (a)           The
      Company shall prepare, and, on or prior to thirty (90) days from the date of
      Closing (as defined in the Subscription Agreement) (the “Filing Date”), file
      with the Commission a Registration Statement on such form of Registration
      Statement as is then available to effect a registration of the Registrable
      Securities, subject to the consent of the Purchasers, which consent will not
      be
      unreasonably withheld) covering the resale of the Registrable Securities issued
      or issuable pursuant to the Securities Purchase Agreement, which Registration
      Statement, to the extent allowable under the Securities Act and the rules and
      regulations promulgated thereunder.

    


    (b)           Notwithstanding
      the foregoing, the Company may include in each such Registration requested
      pursuant to this Section 2.1, the 1,305,000 shares of Common Stock offered
      for
      sale by the Company’s warrantholders in or about April 2007, which the Company
      is obligated to register.

    


    (c)           The
      Company shall use its best efforts to obtain effectiveness of the Registration
      Statement on or prior to one hundred and eighty (180) days the (“Effectiveness
      Date”) from the date of Closing (as defined in the Subscription Agreement) and
      to keep such Registration Statement continuously effective under the Securities
      Act until such date as is the earlier of (x) the date when all Registrable
      Securities covered by such Registration Statement have been sold or (y) the
      date
      on which the Registrable Securities may be sold without any restriction pursuant
      to Rule 144(k) as determined by the counsel to the Company pursuant to a written
      opinion letter, addressed to the Company’s transfer agent to such effect (the
      "Effectiveness Period").  In the event that the Company is unable to
      register for resale all of the Registrable Securities on the Registration
      Statement due to limits imposed by the SEC, the Company will file a Registration
      Statement under the Securities Act with the SEC covering the resale by the
      Holders of such lesser amount of the Registrable Securities as the Company
      is
      able to register and use its best efforts to have such Registration Statement
      become effective as promptly as possible and, when permitted to do so by the
      SEC, to file subsequent registration statement(s) under the Securities Act
      with
      the SEC covering the resale of any Registrable Securities that were omitted
      from
      previous registration statement(s) and use its best efforts to have such
      registration declared effective as promptly as possible.

    


    (d)           The
      Company agrees that the Purchasers will suffer damages if a Registration
      Statement is not filed on or prior to the Filing Date or any additional Filing
      Date, as applicable, and, in each case, not declared effective by the SEC on
      or
      prior to the applicable Effectiveness Date and maintained in the manner
      contemplated herein during the applicable Effectiveness Period or if certain
      other events occur.  The Company and the Purchasers further agree that
      it would not be feasible to ascertain the extent of such damages with
      precision.  Accordingly, if (A) a Registration Statement is not filed
      on or prior to the Filing Date, any additional Filing Date, or (B)  a
      Registration Statement is not declared effective by the SEC on or prior to
      the
      applicable Effectiveness Date, or (C) any Registration Statement is filed with
      and declared effective by the Commission but thereafter ceases to be effective
      as to all Registrable Securities at any time prior to the expiration of the
      Effectiveness Period, without being succeeded immediately by a subsequent
      Registration Statement filed with and declared effective by the Commission
      (any
      such failure or breach being referred to as an “Event,” and for purposes
      of clauses (A) and (B) the date on which such Event occurs, or for purposes
      of
      clause (C) after more than fifteen (15) Business Days, being referred to as
      “Event Date”), the Company shall issue as liquidated damages to each
      Purchaser an additional 75,000 Warrants to purchase the Company’s Common Stock,
      at an exercise price of $0.15 per share, for each thirty (30) day period the
      Registration Statement is not declared effective after the Effectiveness Date,
      and shall ensure that the Common Stock underlying such warrants is also covered
      by the Registration Statement.  Liquidated damages payable by the
      Company pursuant to this Section shall be payable on the first (1st) Business
      Day of each thirty (30) day period following the Event Date.


    
      
        
        

      

      
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    2.2  Piggyback
      Registration

    


    (a)  Each
      time that the
      Company proposes to Register a public offering solely of its Common Stock,
      other
      than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar
      or
      successor forms (collectively, "Excluded Forms"), the Company shall promptly
      give written notice of such proposed Registration to the Purchasers, which
      shall
      offer such holders the right to request inclusion of any Registrable Securities
      not heretofore registered in the proposed Registration.

    


    (b)  Each
      Purchaser shall
      have ten (10) days or such longer period as shall be set forth in the notice
      from the receipt of such notice to deliver to the Company a written request
      specifying the number of shares of Registrable Securities such Purchaser intends
      to sell and the holder's intended plan of disposition.

    


    (c)  Upon
      receipt of a
      written request pursuant to Section 2.2 (b), the Company shall promptly use
      its
      best efforts to cause all such Registrable Securities to be Registered, to
      the
      extent required to permit sale or disposition as set forth in the written
      request.

    


    2.3  Preparation
      and
      Filing.  If and whenever the Company is under an obligation pursuant
      to the provisions of this Section 2 to use its best efforts to effect the
      Registration of any Registrable Securities, the Company shall, as expeditiously
      as practicable:

    


    (a)  prepare
      and file with
      the Commission a Registration Statement with respect to such Registrable
      Securities and use its best efforts to cause such Registration Statement to
      become and remain effective, keeping each Purchaser advised as to the
      initiation, progress and completion of the Registration;

    


    (b)  prepare
      and file with
      the Commission such amendments and supplements to such Registration
      Statements-and the prospectus used in connection therewith as may be necessary
      to keep such Registration Statement effective for nine months and to comply
      with
      the provisions of the Securities Act with respect to the sale or other
      disposition of all Registrable Securities covered by such registration
      statement;

    


    (c)  furnish
      to each
      Purchaser such number of copies of any summary prospectus or other prospectus,
      including a preliminary prospectus, in conformity with
      the  requirements of the Securities Act, and such other documents as
      such Purchaser may reasonably request in order to facilitate the public sale
      or
      other disposition of such Registrable Securities;


    
      
        
        

      

      
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    (d)  use
      its best efforts to
      register or qualify the Registrable Securities covered by such registration
      statement under the securities or blue sky laws of such jurisdictions as each
      Purchaser shall reasonably request and do any and all other acts or things
      which
      may be necessary or advisable to enable such holder to consummate the public
      sale or other disposition in such jurisdictions of such Registrable Securities;
      provided, however, that the Company shall not be required to consent to general
      service of process, qualify to do business as a foreign corporation where it
      would not be otherwise required to qualify or submit to liability for state
      or
      local taxes where it is not liable for such taxes; and

    


    (e)  at
      any time when a
      prospectus covered by such Registration Statement is required to be delivered
      under the Securities Act, notify each Purchaser of the happening of any event
      as
      a result of which the prospectus included in such Registration, 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 and,
      at
      the request of such seller, prepare, file and furnish to such seller 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 shares, 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 statement therein not misleading in the light
      of the circumstances then existing.

    


    2.4  Expenses.  The
      Company shall pay all Registration Expenses incurred by the Company in complying
      with this Section 2; provided however that all underwriting discounts and
      selling commissions applicable to the Registrable Securities covered by
      registrations effected pursuant to section 2.2 hereof shall be borne by the
      seller or sellers thereof, in proportion to the number of Registrable Securities
      sold by such seller or sellers.

    


    2.5  Indemnification.

    


    (a)  Company's
      Indemnification of Purchasers.  The Company shall indemnify each
      Purchaser, each of its officers, directors and constituent partners, and each
      person controlling such Purchaser, and each underwriter thereof, if any, and
      each of its officers, directors, constituent partners, and each person who
      controls such underwriter, against all claims, losses, damages or liabilities
      (or actions in respect thereof) suffered or incurred by any of them, to the
      extent such claims, losses, damages or liabilities arise out of or are based
      upon any untrue statement (or alleged untrue statement) of a material fact
      contained in any prospectus or any related Registration Statement incident
      to
      any such Registration, or any 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 any violation by the Company of any rule or
      regulation promulgated under the Securities Act applicable to the Company and
      relating to actions or inaction required of the Company in connection with
      any
      such Registration; and the Company will reimburse each such Purchaser, each
      such
      underwriter, each of their officers, directors and constituent partners and
      each
      person who controls any such Purchaser or underwriter, for any legal and any
      other expenses as reasonably incurred in connection with investigating or
      defending any such claim, loss, damage, liability or action; provided however,
      that the indemnity contained in this Section 2.5(a) shall not apply to amounts
      paid in settlement of any such claim, loss, damage, liability or action if
      settlement is effected without the consent of the Company (which consent shall
      not unreasonably be withheld); and provided however, that the Company will
      not
      be liable in any such case to the extent that any such claim, loss, damage,
      liability or expense arises out of or is based upon any untrue statement or
      omission based upon written information furnished to the Company by such
      Purchaser, underwriter, controlling - person or other indemnified person and
      stated to be for use in connection with the offering of securities of the
      Company.


    
      
        
        

      

      
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    (b)  Purchaser's
      Indemnification of Company.  Each Purchaser shall indemnify the
      Company, each of its directors and officers, each underwriter, if any, of the
      Company's Registrable Securities covered by a Registration Statement, each
      person who controls such underwriter within the meaning of the Securities Act,
      and each other Purchaser, each of its officers, directors and constituent
      partners and each person controlling such other Purchaser, against all claims,
      losses, damages and liabilities (or actions in respect thereof) suffered or
      incurred by any of them and arising out of or based upon any untrue statement
      (or alleged untrue statement) of a material fact contained in such Registration
      Statement or related prospectus, or any 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 any violation by such Purchaser of any
      rule or regulation promulgated under the Securities Act applicable to such
      Purchaser and relating to actions or inaction required of such Purchaser in
      connection with the Registration of the Registrable Securities pursuant to
      such
      Registration Statement; and will reimburse the Company, such other Purchasers,
      such directors, officers, partners, persons, underwriters ' and controlling
      persons for any legal and any other expenses reasonably incurred in connection
      with investigating or defending any such claim, loss, damage, liability or
      action; such indemnification and reimbursement shall be to the extent, but
      only
      to the extent, that such untrue statement (or alleged untrue statement) or
      omission (or alleged omission) is made in such Registration Statement or
      prospectus in reliance upon and in conformity with written information furnished
      to the Company by such Purchaser and stated to be specifically for use in
      connection with the offering of Registrable Securities. Anything in the
      foregoing to the contrary notwithstanding, in no event shall the aggregate
      obligations of a Purchaser under this Section 2.5(b) to all parties that may
      be
      entitled to indemnification hereunder exceed the amount of proceeds received
      by
      such Purchaser in connection with such offering of Registrable
      Securities.

    


    (c)  Indemnification
      Procedure.  Promptly after receipt by an indemnified party under this
      Section 2.5 of notice of the commencement of any action which may give rise
      to a
      claim for indemnification hereunder, such indemnified party will, if a claim
      in
      respect thereof is to be made against an indemnifying party under this Section
      2.5, notify the indemnifying party in writing of the commencement thereof and
      generally summarize such action. The indemnifying party shall have the right
      to
      participate in and to assume the defense of such claim, and shall be entitled
      to
      select counsel for the defense of such claim with the approval of any parties
      entitled to indemnification, which approval shall not be unreasonably withheld.
      Notwithstanding the foregoing, the parties entitled to indemnification shall
      have the, right to employ, separate counsel (reasonably satisfactory to the
      indemnifying party) to participate in the defense thereof, but the fees and
      expenses of such counsel shall be at the expense of such indemnified parties
      unless the named parties to such action or proceedings include both the
      indemnifying party and the indemnified parties and the indemnifying party or
      such indemnified parties shall have been advised by counsel that there are
      one
      or more legal defenses available to the indemnified parties which are different
      from or additional to those available to the indemnifying party (in which case,
      if the indemnified parties notify the indemnifying party in writing that they
      elect to employ separate counsel at the reasonable expense of the indemnifying
      party, the indemnifying party shall not have the right to assume the defense
      of
      such action or proceeding on behalf of the indemnified parties, it being
      understood, however, that the indemnifying party shall not, in connection with
      any such action or proceeding or separate or substantially similar or related
      action or proceeding in the same jurisdiction arising out of the same general
      allegations or circumstances, be liable for the reasonable fees and expenses
      of
      more than one separate counsel at any time for all indemnified parties, which
      counsel shall be designated in writing by the Purchasers of a majority of the
      Registrable Securities).


    
      
        
        

      

      
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    (d)  Contribution.  If
      the
      indemnification provided for in this Section 2.5 from an indemnifying party
      is
      unavailable to an indemnified party hereunder in respect to any losses, claims,
      damages, liabilities or expenses referred to herein, then the 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,
      claims, damages, liabilities or expenses in such proportion as is appropriate
      to
      reflect the relative fault of the indemnifying party and indemnified party
      in
      connection with the statements or omissions which result in such losses, claims,
      damages, liabilities or expenses, 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 the
      untrue or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by such
      indemnifying party or indemnified party and the parties' relative intent,
      knowledge, access to information supplied by such indemnifying party or
      indemnified party and opportunity to correct or prevent such statement or
      omission. The amount paid or payable by a party as a result of the losses,
      claims, damages, liabilities and expenses referred to above shall be deemed
      to
      include any legal or other fees or expenses reasonably incurred by such party
      in
      connection with investigating or defending any action, suit, proceeding or
      claim.

    


    3.  Covenants
      of the Company.  The Company agrees to:

    


    (a)  Notify
      the Purchaser of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      such Registration Statement or the initiation of any proceedings for that
      purpose. The Company will make every reasonable effort to prevent the issuance
      of any stop order and, if any stop order is issued, to obtain the lifting
      thereof at the earliest possible time.

    


    (b)  If
      the Common Stock is
      then listed on a national securities exchange, use its best efforts to cause
      the
      Registrable Securities to be listed on such exchange.

    


    (c)  Take
      all other
      reasonable actions necessary to expedite and facilitate disposition of the
      Registrable Securities by the holders thereof pursuant to the Registration
      Statement.


    
      
        
        

      

      
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    (d)  With
      a view to making
      available to the holders of Registrable Securities the benefits of Rule 144
      promulgated under the Securities Act and any other rule or regulation of the
      Commission that may at any time permit the Purchasers to sell securities of
      the
      Company to the public without registration, the Company, after it has become
      obligated to file periodic or other reports pursuant to Section 13 of the 1934
      Act agrees to:

    


    (i)  make
      and keep public
      information available, as those terms are understood and defined in Rule 144,
      at
      all times after 90 days after the effective date of the first Registration
      Statement filed by the Company for the offering of its securities to the general
      public;

    


    (ii)  file
      with the
      Commission in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Securities and Exchange Act of 1934
      (the "1934 Act"); and

    


    (iii)  furnish
      to the
      Purchasers, so long as such Purchaser owns any Shares, forthwith upon written
      request: (a) a written statement by the Company that it has complied with the
      reporting requirements of Rule 144 (at any time after 90 days after the
      effective date of the first registration statement filed by the Company), the
      Securities Act and the 1934 Act (at any time after it has become subject to
      such
      reporting requirements), (b) a copy of the most recent annual or quarterly
      report of the Company and such other reports and documents so filed by the
      Company and (c) such other information as may be reasonably requested and as
      is
      publicly available in availing the Purchasers of any rule or regulation of
      the
      Commission which permits the selling of any such securities without
      registration.

    


    (e)  Prior
      to the filing of
      the Registration Statement or any amendment thereto (whether pre-effective
      or
      post-effective), and prior to the filing of any prospectus or prospectus
      supplement related thereto, the Company will provide each Purchaser with copies
      of all pages thereto, if any, which reference such Selling.

    


    4.  Independent
      Nature of Purchasers’ Obligations and Rights.The obligations of each
      Purchaser hereunder is several and not joint with the obligations of any other
      Purchaser hereunder, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser hereunder.  The
      decision of each Purchaser to purchase the Registrable Securities pursuant
      to
      the Transaction Documents has been made independently of any other
      Purchaser.  Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Purchaser pursuant
      hereto or thereto, shall be deemed to constitute the Purchasers as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this
      Agreement.  Each Purchaser acknowledges that no other Purchaser has
      acted as agent for such Purchaser in connection with making its investment
      hereunder and that no Purchaser will be acting as agent of such Purchaser in
      connection with monitoring its investment in the Securities or enforcing its
      rights under the Transaction Documents.  Each Purchaser shall be
      entitled to protect and enforce its rights, including without limitation the
      rights arising out of this Agreement, and it shall not be necessary for any
      other Purchaser to be joined as an additional party in any proceeding for such
      purpose.


    
      
        
        

      

      
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    5.   Miscellaneous.

    


    (a)  Notices
      required or
      permitted to be given hereunder shall be in writing and shall be deemed to
      be
      sufficiently given when personally delivered or sent by registered mail, return
      receipt requested, addressed (i) if to the Company, at NanoViricides, Inc.,
      135
      Wood Street, Suite 205, West Haven, Connecticut 06516 and (ii) if to a
      Purchaser, at the address set forth in his Warrant Agreement, or at such other
      address as each such party furnishes by notice given in accordance with this
      Section 4 (a).

    


    (b)  Failure
      of any party to
      exercise any right or remedy under this Agreement or otherwise, or delay by
      a
      party in exercising such right or remedy, will not operate as a waiver
      thereof.  No waiver will be effective unless and until it is in
      writing and signed by the party giving the waiver.

    


    (c)  THIS
      AGREEMENT SHALL BE
      ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
      STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE
      PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
      FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING
      UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE
      THE
      DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
      PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
      PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
      ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES
      AND
      EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.

     

    (d)  In
      the event that any
      provision of this Agreement is invalid or unenforceable under any applicable
      statute or rule of law, then such provision shall be deemed inoperative to
      the
      extent that it may conflict therewith and shall be deemed modified to conform
      with such statute or rule of law.  Any provision hereof which may
      prove invalid or unenforceable under any law shall not affect the validity
      or
      enforceability of any other provision hereof.

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (f)  Subject
      to the
      requirements of Section 4 hereof, this Agreement shall be binding upon and
      inure
      to the benefit of the parties and their successors and assigns.

     

    (g)  The
      headings in this
      Agreement are for convenience of reference only and shall not form part of,
      or
      affect the interpretation of, this Agreement.

     

    (h)  This
      Agreement may be
      executed in two or more counterparts, each of which shall be deemed an original
      but all of which shall constitute one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party.  This Agreement, once executed by a party, may be
      delivered to the other party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the party so delivering this
      Agreement.

     

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

     

    (j)  Except
      as otherwise
      provided herein, all consents and other determinations to be made by the
      Investors pursuant to this Agreement shall be made by Investors holding a
      majority of the Registrable Securities, determined as if the all of the Notes
      then outstanding have been converted into for Registrable
      Securities.

     

    (k)  The
      Company acknowledges
      that a breach by it of its obligations hereunder will cause irreparable harm
      to
      each Investor by vitiating the intent and purpose of the transactions
      contemplated hereby.  Accordingly, the Company acknowledges that the
      remedy at law for breach of its obligations under this Agreement will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of any of the provisions under this Agreement, that each Investor shall
      be entitled, in addition to all other available remedies in law or in equity,
      and in addition to the penalties assessable herein,  to an injunction
      or injunctions restraining, preventing or curing any breach of this Agreement
      and to enforce specifically the terms and provisions hereof, without the
      necessity of showing economic loss and without any bond or other security being
      required.

     

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

     

    (The
      rest of this page left intentionally blank.)


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the Company has executed this Agreement for the benefit of the Purchasers by
      its
      duly authorized officer as of the date first above written.

    


    


    
      	 	
              NANOVIRICIDES,
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	/s/
              Eugene Seymour
	 	 	
              Eugene
                Seymour,

            
	 	 	
              Chief
                Executive Officer

            


    

    


    


    AGREED
      AND ACCEPTED THIS

    21st
      day
      of September, 2007

    


    DKR
      SATURN EVENT DRIVEN

        HOLDING
      FUND LTD.

    


    


    
      	
              By:

            	/s/
              Rajni Narasi	 
	 	
              Name:
                Rajni Narasi

            	 
	 	
              Title:
                Authorized Signatory

            	 


    

     

     

    11