REGISTRATION RIGHTS AGREEMENT
January 23, 1996
Advanced Polymer Systems, Inc., a Delaware corporation ("APS") and Dow Corning Corporation, a Michigan
corporation ("PURCHASER"), hereby agree as follows:
A. APS is acquiring a polymer-based carrier system business from PURCHASER, and in payment thereof is
issuing 200,000 shares of its Common Stock (the "Shares") to PURCHASER.
B. The parties wish to provide for the registration of the subsequent resale of the Shares and for the orderly
distribution thereof, all on the terms and conditions hereof.
THE PARTIES AGREE AS FOLLOWS:
1. Registration Rights; Listing.
1.1 Certain Definitions. As used herein, 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) "Convertible Securities" shall mean securities of APS convertible into or exchangeable for Registrable
(c) "Holder" shall mean any holder of outstanding Registrable Securities which have not been sold to the public,
but only if such holder is PURCHASER or an assignee or transferee of Registration rights as permitted by
(d) The terms "Registrar", "Registered" and "Registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act ("Registration Statement"), and the declaration or
ordering of the effectiveness of such Registration Statement.
(e) "Registrable Securities" shall mean the Shares issued to PURCHASER by APS, together with any Common
Stock issued with respect to the Shares pursuant to stock splits, stock dividends and similar distributions, so long
as such securities have not been sold to the public in a public distribution or a public securities transaction or sold
in a single transaction exempt from the registration and prospectus delivery requirements of the Securities Act
such that all transfer restri