0001193125-12-040120 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2012 • NeurogesX Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, by and among NeurogesX, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 6th, 2012 • NeurogesX Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2012 by and among NeurogesX, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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