EXHIBIT
10.1

    


    FORM
OF AMENDED AND RESTATED PROMISSORY NOTE

    


    $____________                                                                                                  As
of  May 4, 2009

     

    Apex
Bioventures Acquisition Corporation (the “Company”) promises to pay to the order
of ___________ (the “Holder”) the principal amount of _________________ Dollars
($_________) (the “Maximum Principal Amount”), or, if less, the aggregate
principal amount outstanding under this Note, in lawful money of the United
States of America, on the terms and conditions described below.

     

    Subject
to the approval of its stockholders, the Company expects to dissolve and,
pursuant to a plan of liquidation (the “Plan of Liquidation”), discharge its
liabilities, wind up its affairs and distribute to its public stockholders the
net proceeds of the Company’s initial public offering and a private placement of
the Company’s warrants that occurred immediately prior to the initial public
offering.

     

    This Note
is one of several notes made by the Company on the date hereof in the aggregate
principal amount of $520,000 in respect of advances made to the Company by
holders of the Company’s stockholders who purchased an aggregate of
2,156,250 shares of common stock issued prior to the Company’s initial
public offering.  This Note together with such other notes are
collectively referred to as the “Sponsor Notes”.

     

    This Note
amends and restates in its entirety that certain promissory note in the stated
principal amount of $___________ dated as of November 14, 2008, made in favor of
the Holder by the Company (the “Original Note”).  Upon the Company’s
execution and delivery of this Note to the Holder, the Original Note shall be
deemed cancelled and of no further force and effect.

     

    The
Company may borrow and repay hereunder at any time, up to a maximum aggregate
amount outstanding at any one time equal to the Maximum Principal Amount
provided, that no Event of Default (as defined below) has occurred
hereunder.  All advances made by the Holder to the Company hereunder
and all payments made by the Company to the Holder on account of principal
hereof shall be noted by the Holder on the schedule of advances and payments of
principal that is attached as Schedule I hereto and
hereby made a part hereof; provided, however, that any error or omission by the
Holder in this regard shall not affect the obligation of the Company to pay the
full amount of the principal balance and interest on all advances made to the
Company by the Holder.

     

    1.           Interest.   Interest
shall accrue on the unpaid principal balance of this Note, from time to time
outstanding, from the date of the Original Note (a) with respect to the period
from and after the date of the Original Note through the date immediately
preceding the date of this Note, at the annual rate of 1.63% (such rate being
the annual applicable federal rate for short-term debt prescribed by the U.S.
Internal Revenue Service as of the date of the Original Note, and (b) from and
after the date of this Note through May 31, 2009, 0.76%, and (c) thereafter,
with respect to each full or partial calendar month, the annual applicable
federal rate for short-term debt then prescribed by the U.S. Internal Revenue
Service.

     

    2.           Payments.

     

    (a)           Payment on
Maturity.  Unless it has been previously prepaid in full,
subject to the Plan of Liquidation, principal of, and any accrued and unpaid
interest on, this Note shall be due and payable on any business day on or after
the earlier of (i) the Company’s dissolution (as effected by the filing of a
Certificate of Dissolution with the Office of the Secretary of State of the
State of Delaware), and (ii) the first year anniversary of the date of this Note
(in either case, such business day, the “Maturity Date”) upon at least ten
Business Days’ prior written notice (a “Demand Notice”) made by the Holder to
the Company.  Promptly following receipt of any Demand Notice, the
Company will deliver a copy of the same to each other holder of Sponsor
Notes.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Manner of
Payment.  Payment of principal and interest on this Note shall
be made by wire transfer of immediately available funds to an account designated
by the Holder or by check sent to the Holder’s address set forth below or to
such other address as the Holder may designate for such purpose from time to
time by written notice to the Company, in such coin or currency of the United
States as at the time of payment shall be legal tender for the payment of public
and private debts.

     

    (c)           Pari
Passu Payments
on Sponsor Notes.  Upon payment of any amount under any Sponsor
Note (for purposes of this Section 2(c), the “Paid Note”), whether such payment
is following the Maturity Date or otherwise, the Company shall make,
simultaneously therewith, a payment on each other Sponsor Note in an amount
equal to the amount then outstanding on such other Sponsor Note, multiplied by a
fraction, the numerator of which is the amount paid on the Paid Note and the
denominator of which is the total amount then outstanding on the Paid
Note.  In furtherance of the foregoing, if the Company fails to make
all of such required payments, then the payment made by the Company to the
holder of the Paid Note will be deemed to have been received by said holder in
trust for the benefit of the holders of all other Sponsor Notes, and said holder
shall promptly pay over to such other holders, such amounts as shall be
necessary to give effect to the purpose and intent of the first sentence of this
Section 2(c).  The Company and the Holder agree and acknowledge that
the holders of the other Sponsor Notes are third party beneficiaries of this
Section 2(c).

     

    (d)           All
payments shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges,
then to the payment of accrued and unpaid interest, and finally to the reduction
of the unpaid principal balance of this Note.

     

    3.           Events of Default.
The following shall constitute Events of Default:

     

    (a)           Failure to Make Required
Payments.  Failure by the Company to pay the principal on this
Note within ten (10) business days following the date when due.

     

    (b)           Voluntary Bankruptcy,
Etc.  The commencement by the Company of a voluntary case under
the Federal Bankruptcy Code, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or for any substantial
part of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of the Company generally to pay its debts as such
debts become due, or the taking of corporate action by the Company in
furtherance of any of the foregoing.

     

    (c)           Involuntary Bankruptcy,
Etc.  The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Company in an involuntary
case under the Federal Bankruptcy Code, as now or hereafter constituted, or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of the
Company, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.

     

    4.           Remedies.

     

    (a)           Upon
the occurrence of an Event of Default specified in Section 3(a), the Holder may,
by written notice to Company, declare this Note to be due and payable, whereupon
the principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary
notwithstanding.

     

    (b)           Upon
the occurrence of an Event of Default specified in Sections 3(b) and 3(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of the Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Waivers.   The
Company waives presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note.

     

    6.           Notices.  All
notices and other communications given or made pursuant to this Note shall be in
writing and shall be deemed effectively given (a) upon personal delivery to the
party to be notified, (b) three days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, (c) one business day
after deposit with an internationally recognized overnight courier, specifying
next business day delivery, with written verification of receipt, or (d) upon
confirmed facsimile or other electronic transmission if sent during normal
business hours of the recipient and otherwise on the next business day
(provided, that such communication is also sent by another method permitted by
this Section 6).  All communications shall be sent to the following
addresses or to such other address as either party may designate by notice in
accordance with this Section 6.

    


    
      
        	
                If
      to Company:

              	
                Apex
      Bioventures Acquisition Corporation

              
	 
      	
                18
      Farm Lane

              
	 
      	
                Hillsborough,
      CA  94010

              
	 
      	
                Attn.:
      K. Michael Forrest

              
	 
      	
                Facsimile:
      (650) 342-8440

              
	 
      	
                Email:
      mforrest@apexbioventures.com

              


      

    

    


    If to the
Holder:

    


    7.           Construction.  This
Note shall be construed and enforced in accordance with the domestic, internal
law, but not the law of conflict of laws, of the State of Delaware.

     

    8.           Severability.  Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    {Remainder
of page left intentionally blank.  Signature page to
follow.}


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company, intending to be legally bound hereby, has caused
this Note to be duly executed the day and year first above written.

    


    
      
        
          
            
              
                	
                        APEX BIOVENTURES ACQUISITION CORPORATION

                      
	 	 
	
                        By:

                      	
                          

                      
	
                        Name:

                      	 
      
	
                        Title: