REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  dated as of July 8,

2005, by and between HEMISPHERX BIOPHARMA,  INC., a Delaware  corporation,  (the

"Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns,

the "Buyer").  Capitalized  terms used herein and not otherwise  defined  herein

shall  have the  respective  meanings  set forth in the  Common  Stock  Purchase

Agreement  by and between the  parties  hereto,  dated as of the date hereof (as

amended,  restated,  supplemented  or otherwise  modified from time to time, the

"Purchase Agreement").



                                    WHEREAS:



         A. The Company has agreed, upon the terms and subject to the conditions

of the  Purchase  Agreement,  to issue to the  Buyer  (i) up to  Twenty  Million

Dollars  ($20,000,000) of the Company's common stock, par value $0.001 per share

(the "Common Stock") (the "Purchase Shares"),  and (ii) such number of shares of

Common Stock as is required  pursuant to Section 4(f) of the Purchase  Agreement

(the "Commitment Shares"); and



         B. To  induce  the  Buyer to enter  into the  Purchase  Agreement,  the

Company has agreed to provide certain  registration  rights under the Securities

Act of 1933,  as  amended,  and the rules  and  regulations  thereunder,  or any

similar successor statute  (collectively,  the "1933 Act"), and applicable state

securities laws.



         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual

covenants  contained  herein  and other  good and  valuable  consideration,  the

receipt and  sufficiency of which are hereby  acknowledged,  the Company and the

Buyer hereby agree as follows:



         1.       DEFINITIONS.

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                  As used in this Agreement,  the following terms shall have the

following meanings:



                  a.  "Investor"  means the Buyer,  any  transferee  or assignee

thereof to whom a Buyer  assigns its rights under this  Agreement and who agrees

to become bound by the provisions of this Agreement in accordance with Section 9

and any transferee or assignee  thereof to whom a transferee or assignee assigns

its rights under this Agreement and who agrees to become bound by the provisions

of this Agreement in accordance with Section 9.



                  b.  "Person"   means  any  person  or  entity   including  any

corporation,  a limited liability  company,  an association,  a partnership,  an

organization, a business, an individual, a governmental or political subdivision

thereof or a governmental agency.



                  c. "Register,"  "registered,"  and  "registration"  refer to a

registration   effected  by  preparing  and  filing  one  or  more  registration

statements of the Company in  compliance  with the 1933 Act and pursuant to Rule

415 under the 1933 Act or any successor rule  providing for offering  securities

on a  continuous  basis  ("Rule  415"),  and  the  declaration  or  ordering  of

effectiveness of such registration  statement(s) by the United States Securities

and Exchange Commission (the "SEC").



                  d.  "Registrable  Securities"  means the Purchase Shares which

have been, or which may from time to time be, issued or issuable upon  purchases

of the  Available  Amount under the Purchase  Agreement  (without  regard to any

limitation or restriction on purchases) the Signing  Shares,  issued or issuable

to the Investor,  and the Commitment Shares,  issued or issuable to the Investor

and any shares of capital  stock issued or issuable with respect to the Purchase

Shares,  the Commitment Shares, the Signing Shares, or the Purchase Agreement as

a result of any stock  split,  stock  dividend,  recapitalization,  exchange  or

similar event or otherwise,  without regard to any limitation on purchases under

the Purchase Agreement.



                  e.   "Registration  Statement"  means the  registration

statement of the Company  covering  only the sale of the

Registrable Securities and up to 50,000 additional shares of Common Stock.



         2.       REGISTRATION.

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                  a.  Mandatory  Registration.  The Company  shall within twenty

(20) days from the date hereof file with the SEC the Registration Statement. The

Registration  Statement  shall  register the  Registrable  Securities  and up to

50,000 additional shares of Common Stock on behalf of other selling stockholders

and no other securities of the Company.  The Investor and its counsel shall have

a reasonable  opportunity to review and comment upon such registration statement

or amendment to such registration  statement and any related prospectus prior to

its filing  with the SEC.  Investor  shall  furnish all  information  reasonably

requested by the Company for inclusion  therein.  The Company shall use its best

efforts to have the Registration  Statement or amendment  declared  effective by

the SEC at the earliest  possible date.  The Company shall use  reasonable  best

efforts  to keep  the  Registration  Statement  effective  pursuant  to Rule 415

promulgated under the 1933 Act and available for sales of all of the Registrable

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