exv4w7



 




Exhibit
4.7


POLYMEDIX, INC.

AMENDMENT NO. 2 TO

REGISTRATION RIGHTS SUBSTITUTION AGREEMENT




     THIS WAIVER AND AMENDMENT NO. 2 (the “Amendment”) TO REGISTRATION RIGHTS SUBSTITUTION
AGREEMENT (the “Agreement”) is made this       day of                      2007 by and among PolyMedix, Inc., a
Delaware corporation (the “Company”), and the undersigned Holders of at least a majority in
interest of the outstanding Registrable Securities (the “Majority Holders”).



BACKGROUND




     The Company and the Holders entered into the Agreement whereby the Company agreed, among other
things, to file a resale registration statement (the “Registration Statement”) covering certain
securities held by the Holders;



     On October      , 2007, the Company and the Majority Holders entered into a Waiver and Amendment
No. 1 (“Amendment No. 1”), pursuant to which the Majority Holders agreed to amend and waive certain
provisions of the Agreement as set forth therein; and



     The Holders of the Registrable Securities entitled to have such securities included in the
Registration Statement desire to further amend and waive certain provisions of the Agreement, as
amended by Amendment No. 1, as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and the respective covenants and
undertakings of the parties set forth herein, the parties hereto, intending to be legally bound
hereby, agree as follows:



SECTION 1



REGISTRATION RIGHTS; WAIVER; AMENDMENTS



     1.1 Certain Definitions. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth in the Agreement.



     1.2 Registration Rights. The first sentence of Section 1.3 of the Agreement, as
amended by Amendment No. 1, is hereby amended and restated to read as follows: “The Company shall
file the Registration Statement covering the Registrable Securities no later than December 31,
2007.”



     1.3 Waiver. The Holders hereby waive any claims they may have as a result of the fact
that the Company did not previously file the Registration Statement by October 15, 2007.





 









 







SECTION 2



MISCELLANEOUS



     2.1 Governing Law. This Amendment shall be governed in all respects by the laws of
the State of Delaware without regard to the conflicts of laws principles of any jurisdiction. No
suit, action or proceeding with respect to this Amendment may be brought in any court or before any
similar authority other than in a court of competent jurisdiction in the State of Delaware, and the
parties hereby submits to the exclusive jurisdiction of such courts for the purpose of such suit,
proceeding or judgment. Each of the parties hereto hereby irrevocably waives any right which it
may have had to bring such an action in any other court, domestic or foreign, or before any similar
domestic or foreign authority and agreed not to claim or plead the same.



     2.2 Entire Agreement. This Amendment and the Agreement, as amended by Amendment No.
1, embodies the entire agreement and understanding between the parties hereto and the other Holders
and supersedes and replaces in their entirety all prior agreements and understandings relating to
the subject matter hereof. This Amendment shall be binding upon and shall inure to the benefit of
the parties hereto, the other Holders, and their heirs, executors, legal representatives,
successors and permitted transferees, except as may be expressly provided otherwise herein.
Nothing in this Amendment, express or implied, is intended to confer upon any party, other than the
parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities
under or by reason of this Amendment, except as expressly provided herein.



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



     2.4 Full Force and Effect. Except as otherwise set forth in this Amendment, the
provisions of the Agreement, as amended by Amendment No. 1, shall continue in full force and
effect.



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     2.5 Counterparts; Execution by Facsimile. This Amendment 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 Amendment may be executed by facsimile signature(s)
which shall be binding on the party delivering same, to be followed by delivery of originally
executed signature pages.



*****





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     IN WITNESS WHEREOF, the Company and the Majority Holders have executed this Amendment No. 2 to
Registration Rights Substitution Agreement as of the date first set forth above.



	 	 	 	 	 
	POLYMEDIX, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	MAJORITY HOLDERS	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	Amount of Registrable Securities: