governmental quasi-governmental entity or any department, agency or political subdivision thereof.

          Registrable Securities means (i) the Shares and (ii) any Common Stock issued or issuable in respect of the Shares or upon any stock split, stock dividend, recapitalization or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction (including a transaction pursuant to a registration statement under this Agreement and a transaction pursuant to Rule 144 promulgated under the Securities Act) in which registration rights are not transferred pursuant to Section 7.02 hereof.

          The term register, registered and registration refer to a registration of securities effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

          Registration Expenses shall mean all expenses, other than Selling Expenses, incurred by the Company in complying with Article II hereof, including without limitation, all registration, qualification and filing fees, exchange listing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration and the reasonable fees and expenses, not to exceed $10,000 in the aggregate, of one counsel for WRAIR.

          Securities Act shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

          Selling Expenses shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by WRAIR and the costs of any accountants, counsel or other experts retained by WRAIR, except as provided in the definition of Registration Expenses.