FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2004, by and
among DUSKA THERAPEUTICS, INC., a Nevada corporation (the “Company”), and those shareholders of the Company,
appearing as signatories hereto (each, a “Shareholder” and collectively, the “Shareholders”).
R E C I T A L S
WHEREAS, under the terms of the private placements completed by Duska Scientific Co. (“Duska”) in April 2004 and
August 2004, Duska agreed to register the shares of the Company’s common stock issuable upon exercise of the warrants sold
in those financings;
WHEREAS, pursuant to the terms of the Amendment to Agreement and Plan of Reorganization dated June 30, 2004 by and
among the Company, Duska, Shiprock Subsidiary, Inc. (“Sub”) Tommy J. Gropp (“Gropp”) and Michael Artis (“Artis”), the
Company agreed to register the shares of the Company’s common stock owned by Gropp and Artis; and
WHEREAS, the Company also wishes to register certain of the shares of the Company’s common stock issued to Duska’s
shareholders in connection with the merger of Duska with Sub (the “Merger”) and certain of the shares of the Company’s
common stock issuable upon the exercise of the warrants issued to Duska’s warrantholders in connection with the Merger.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties
hereby agree as follows:
1. Definitions .
As used in this Agreement, the following terms have the respective meanings set forth below:
Commission : shall mean the Securities and Exchange Commission or any other federal agency at the time administering the
Exchange Act : shall mean the Securities Exchange Act of 1934, as amended.
“ Holder ” and “ Holders ” means (i) the Shareholders, (ii) any person holding Registrable Securities to whom the
registration rights under this Agreement have been validly t