REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") sets forth the registration rights granted by Trimeris Inc.
(the "Company") to the Lender under the Financing Agreement dated as of July 9, 1999 by and between the
Company and Roche Finance Ltd (the "Financing Agreement"). Capitalized terms defined in the Financing
Agreement and used herein without definition have the same meanings herein as in the Financing Agreement.
In consideration of the agreements of the Lender contained in the Financing Agreement, the Company hereby
grants to the Lender the rights set forth herein:
Section 1. Definitions. For purposes of this Agreement:
a. "Commencement Date" means the first Closing under the Financing Agreement.
b. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute.
c. "Investors" means (i) the Lender, (ii) any affiliate of the Lender or its successor and (iii) any person or entity to
whom the Lender or any person or entity identified in clause (ii) of this Section 1(c) sells, transfers or assigns any
of its Registrable Securities, other than in a sale pursuant to Rule 144 under the Securities Act or a registration
effected pursuant to this Agreement.
d. "Register," "registered," and "registration" refer to an underwritten registration effected by preparing and filing
with the Securities and Exchange Commission (the "Commission") a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering by the Commission of effectiveness of such
registration statement or document.
e. "Registration Expenses" means all expenses in connection with the Company's performance of or compliance
with its obligations under this Agreement, including, without limitation, all (i) registration, qualification and filing
fees; (ii) fees, costs and expenses of compliance with securities or blue sky laws (including reasonable fees,
expenses and disbursements of counsel for the und