0001193125-06-089352 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2006 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 21, 2006, by and among Avicena Group, Inc., a Delaware corporation (the “Company”), and The Biotechnology Ventures (III) Capital Trust (the “Investor”).

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Contract
Avicena Group, Inc. • April 26th, 2006 • Medicinal chemicals & botanical products • Delaware

NEITHER THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE OR OTHER SECURITIES LAW. NEITHER THIS NOTE NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.

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