<SEQUENCE>5

<FILENAME>ex10_6.txt

<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT

<TEXT>







                          REGISTRATION RIGHTS AGREEMENT



     This Registration Rights Agreement (this "Agreement") is made and entered

into as of December 7, 2004, by and among Delcath Systems, Inc., a Delaware

corporation (the "Company"), and the purchasers listed on Schedule I hereto (the

"Purchasers").



     This Agreement is being entered into pursuant to the Common Stock Purchase

Agreement dated as of the date hereof among the Company and the Purchasers (the

"Purchase Agreement").



     The Company and the Purchasers hereby agree as follows:



     1. Definitions.



     Capitalized terms used and not otherwise defined herein shall have the

meanings given such terms in the Purchase Agreement. As used in this Agreement,

the following terms shall have the following meanings:



     "Advice" shall have meaning set forth in Section 3(m).



     "Affiliate" means, with respect to any Person, any other Person that

directly or indirectly controls or is controlled by or under common control with

such Person. For the purposes of this definition, "control," when used with

respect to any Person, means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of such Person,

whether through the ownership of voting securities, by contract or otherwise;

and the terms of "affiliated," "controlling" and "controlled" have meanings

correlative to the foregoing.



     "Board" shall have meaning set forth in Section 3(m).



     "Business Day" means any day except Saturday, Sunday and any day which

shall be a legal holiday or a day on which banking institutions in the state of

New York generally are authorized or required by law or other government actions

to close.



     "Closing Date" means the date of the closing of the purchase and sale of

the Shares pursuant to the Purchase Agreement.



     "Commission" means the Securities and Exchange Commission.



     "Common Stock" means the Company's Common Stock, par value $0.01 per share.



     "Effectiveness Date" means with respect to the Registration Statement the

earlier of the ninetieth (90th) day following the Closing Date or the date which

is within five (5) Business Days of the date on which the Commission informs the

Company (i) that the Commission will not review the Registration Statement or

(ii) that the Company may request the







<PAGE>





acceleration of the effectiveness of the Registration Statement and the Company

makes such request.



     "Effectiveness Period" shall have the meaning set forth in Section 2.



     "Exchange Act" means the Securities Exchange Act of 1934, as amended.



     "Filing Date" means the thirtieth (30th) day following the Closing Date.



     "Holder" or "Holders" means the holder or holders, as the case may be, from

time to time of Registrable Securities.



     "Indemnified Party" shall have the meaning set forth in Section 5(c).



     "Indemnifying Party" shall have the meaning set forth in Section 5(c).



     "Losses" shall have the meaning set forth in Section 5(a).



     "Person" means an individual or a corporation, partnership, trust,

incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or political subdivision

thereof) or other entity of any kind.



     "Proceeding" means an action, claim, suit, investigation or proceeding

(including, without limitation, an investigation or partial proceeding, such as

a deposition), whether commenced or threatened.



     "Prospectus" means the prospectus included in the Registration Statement

(including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration

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