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Registration Rights Agreement

IOMAI CORPORATION

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of July 18, 2000, by and between IOMAI CORPORATION, a Delaware corporation (the Company), and the individual executing this Agreement below (Investor).

W I T N E S S E T H:

WHEREAS, pursuant to a Securities Purchase Agreement dated as of the date hereof by and between the Company and Investor (the Purchase Agreement), Investor has acquired a specified number of shares (the Shares) of common stock, par value $.01 per share (the Common Stock), of the Company;

WHEREAS, the execution of the Purchase Agreement has occurred on the date hereof, it being a condition to the closing of the transactions contemplated thereby that the parties execute and deliver this Agreement; and

WHEREAS, the parties desire to set forth herein their agreement related to the granting of certain registration rights to the Holders (as defined below) with respect to Registrable Securities (as defined below).

A G R E E M E N T

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1.01 Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

Affiliate of any Person shall mean any other Person controlling, controlled by or under common control with such Person. In the case of a natural Person, such Persons Affiliates shall include members of such Persons immediate family, natural lineal descendants of such Person or a trust for the exclusive benefit of such Person and such Persons immediate family and natural lineal descendants.

Commission shall mean the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

Exchange Act shall mean the U.S. Securities Exchange Act of 1934, 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.

Holders or Holders of Registrable Securities shall mean Investor and any Person who shall have acquired Registrable Securities from Investor as permitted herein, either individually or jointly as the case may be.

Person shall mean an individual, a partnership, a company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a 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, issued in accordance with the Purchase Agreement, 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 the stockholders participating in such offering, such counsel to be selected by holders of the majority of the securities to be included in such registration.

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.

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