SUBSCRIPTION
        AGREEMENT


      


      This
        SUBSCRIPTION
        AGREEMENT
        (this
“Agreement”)
        is
        made as of the last date set forth on the signature page hereof between
COUGAR
        BIOTECHNOLOGY, INC.,
        a
        Delaware corporation having its principal place of business at 10940 Wilshire
        Boulevard, Suite 600, Los Angeles, California (the “Company”),
        and
        the undersigned (the “Subscriber”).

      


      WITNESSETH:

      


      WHEREAS,
        the
        Company has retained SG Cowen & Co, LLC (“SG
        Cowen”)
        and
        Paramount BioCapital, Inc. (“Paramount”)
        to act
        as co-exclusive placement agents, on a “best efforts” basis, in a private
        offering (the “Offering”)
        of
        units (the “Units”),
        each
        consisting of 0.9 shares of preferred stock, $0.001 par value per share (the
        “Cougar
        Preferred Stock”),
        and
        0.1 shares of common stock, $0.001 par value per share (the “Cougar
        Common Stock”),
        of
        the Company, and in connection therewith has authorized the Placement Agents
        to
        engage one or more other firms to assist in finding qualified subscribers
        for
        the Units (such other firms, if any, together with SG Cowen and Paramount,
        the
“Placement
        Agents”);

      


      WHEREAS,
        the
        Company desires to offer and sell a minimum of 11,560,694 Units at a per
        Unit
        price of $1.73 (the “Purchase
        Price”)
        for
        aggregate gross proceeds of $20,000,000 (the “Minimum
        Offering”)
        and up
        to a maximum of 22,919,075 Units, for aggregate approximate gross proceeds
        of
        $39,650,000 (the “Maximum
        Offering”).
        The
        minimum investment per Subscriber is 57,804 Units ($100,000.92), although
        the
        Company and the Placement Agents, in their sole discretion, may allow sales
        of a
        fewer number of Units;

      


      WHEREAS,
        the
        Company desires to enter into this Agreement to issue and sell the Units
        and the
        Subscriber desires to purchase that number of Units set forth on the signature
        page hereto on the terms and conditions set forth herein; and

       

      WHEREAS,
        the
        terms of the Offering are summarized in that certain Confidential Offering
        Memorandum dated February 28, 2006 (the “Original Memorandum”
        together with all amendments, supplements, exhibits and appendices thereto,
        including without limitation Supplement No. 1 thereto dated March 28, 2006,
        shall be collectively referred to herein as the “Memorandum”);

      


      NOW,
        THEREFORE,
        in
        consideration of the promises and the mutual representations and covenants
        hereinafter set forth, the parties hereto do hereby agree as
        follows:

      


      I. SUBSCRIPTION
        FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER

      


      1.1 Subject
        to the terms and conditions hereinafter set forth and in the Memorandum,
        the
        Subscriber hereby irrevocably subscribes for and agrees to purchase from
        the
        Company that number of Units as is set forth on the signature page hereto
        at the
        Purchase Price. The aggregate Purchase Price is payable by personal or business
        check or money order made payable to “US Bank Trust National Association as
        Escrow Agent for Paramount/Cougar” contemporaneously with the execution and
        delivery of this Agreement by the Subscriber. Subscribers may also pay the
        subscription amount by wire transfer of immediately available funds
        to:

      


      
        	
                Bank:

              	
                US
                  Bank Trust N.A.

              
	
                ABA
                  Number:

              	
                091000022

              
	
                Further
                  Credit to Account Name:

              	
                US
                  Bank and Trust Corp Trust Acct

              
	
                Account
                  #:

              	 
	
                Final
                  Beneficiary Recipient/Subacct:

              	
                Paramount
                  BioCapital/Cougar Biotechnology

              
	
                SEI/Subacct
                  Number:

              	 
	
                Reference:

              	
                [Investor
                  Name]

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      The
        Subscriber understands, however, that the purchase and sale of the Units
        is
        contingent upon the Company making sales of the Minimum Offering amount prior
        to
        the Offering Termination Date.

      


      1.2 The
        Subscriber recognizes that the purchase of the Units involves a high degree
        of
        risk including, but not limited to, the following: (a) the Company remains
        a
        development stage business with limited operating history and requires
        substantial funds in addition to the proceeds of the Offering; (b) an investment
        in the Company is highly speculative, and only investors who can afford the
        loss
        of their entire investment should consider investing in the Company and the
        Units; (c) the Subscriber may not be able to liquidate its investment; (d)
        transferability of the Units and the Cougar Preferred Stock and Cougar Common
        Stock included in the Units (sometimes hereinafter collectively referred
        to as
        the “Securities”)
        is
        extremely limited; (e) in the event of a disposition of the Securities, the
        Subscriber could sustain the loss of its entire investment; and (f) the Company
        has not paid any dividends on its capital stock since its inception and does
        not
        anticipate paying any dividends in the foreseeable future (other than as
        required in accordance with the terms of the Cougar Preferred Stock). Without
        limiting the generality of the representations set forth in Section 1.5 below,
        the Subscriber represents that the Subscriber has carefully reviewed the
        section
        of the Memorandum captioned "Risk Factors." 

      


      1.3 The
        Subscriber represents that the Subscriber is an “accredited investor” as such
        term is defined in Rule 501 of Regulation D (“Regulation
        D”)
        promulgated under the Securities Act of 1933, as amended (the “Securities
        Act”),
        as
        indicated by the Subscriber’s responses to the questions contained in Article
        VII hereof, and that the Subscriber is able to bear the economic risk of
        an
        investment in the Units. If the Subscriber is a natural person, the Subscriber
        has reached the age of majority in the state or other jurisdiction in which
        the
        Subscriber resides, has adequate means of providing the for the Subscriber’s
        current financial needs and contingencies, is able to bear the substantial
        economic risks of an investment in the Units for an indefinite period of
        time,
        has no need for liquidity in such investment and, at the present time, could
        afford a complete loss of such investment.

      


      1.4 The
        Subscriber hereby acknowledges and represents that (a) the Subscriber has
        sufficient knowledge and experience in business and financial matters, and
        prior
        investment experience, including investment in securities that are non-listed,
        unregistered and/or not traded on a national securities exchange nor on the
        NASDAQ Stock Market (“NASDAQ”),
        or
        the Subscriber has employed the services of a “purchaser representative” (as
        defined in Rule 501 of Regulation D), attorney and/or accountant to read
        all of
        the documents furnished or made available by the Company both to the Subscriber
        and to all other prospective investors in the Units, in order to evaluate
        the
        merits and risks of such an investment on the Subscriber's behalf; (b) the
        Subscriber recognizes the highly speculative nature of this investment; and
        (c)
        the Subscriber is able to bear the economic risk that the Subscriber hereby
        assumes.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.5 The
        Subscriber hereby acknowledges receipt and careful review of this Agreement,
        the
        Memorandum (which includes the Risk Factors) and all appendices to the
        Memorandum, including without limitation the forms of Certificates of
        Designation attached to the Memorandum as Appendix
        B,
        and any
        documents which may have been made available upon request as reflected therein
        (collectively referred to as the “Offering
        Materials”)
        and
        hereby represents that the Subscriber has been furnished by the Company during
        the course of the Offering with certain information regarding the Company,
        the
        terms and conditions of the Offering and any additional information that
        the
        Subscriber, its purchaser representative, attorney and/or accountant has
        requested or desired to know, and has been afforded the opportunity to ask
        questions of and receive answers from duly authorized officers or other
        representatives of the Company concerning the Company and the terms and
        conditions of the Offering. The foregoing, however, does not limit or modify
        the
        representations and warranties of the Company in Section 2 of this Agreement
        or
        the right of the Subscriber to rely thereon.

      


      1.6 (a) In
        making
        the decision to invest in the Units the Subscriber has relied upon the
        information provided by the Company in the Offering Materials. To the extent
        necessary, the Subscriber has retained, at its own expense, and relied upon
        appropriate professional advice regarding the investment, tax and legal merits
        and consequences of this Agreement and the purchase of the Units
        hereunder.
        The Subscriber acknowledges and agrees that (i) the Company has prepared
        the
        Offering Materials and that no other person, including without limitation,
        the
        Placement Agents, has supplied any information for inclusion in the Offering
        Materials other than information furnished in writing to the Company by the
        Placement Agents specifically for inclusion in those parts of the Offering
        Materials relating specifically to such Placement Agents, (ii) the Placement
        Agents have no responsibility for the accuracy or completeness of the Offering
        Materials and (iii) the Subscriber has not relied upon the independent
        investigation or verification, if any, that may have been undertaken by the
        Placement Agents.

      


      (b) The
        Subscriber represents that no Units were offered or sold to it by means of
        any
        form of general solicitation or general advertising.

      


      1.7 The
        Subscriber hereby represents that the Subscriber, either by reason of the
        Subscriber's business or financial experience or the business or financial
        experience of the Subscriber's professional advisors (who are unaffiliated
        with
        and not compensated by the Company or any affiliate or selling agent of the
        Company, including the Placement Agents, directly or indirectly), has the
        capacity to protect the Subscriber's own interests in connection with the
        transaction contemplated hereby. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      1.8 The
        Subscriber hereby acknowledges that the Offering has not been reviewed by
        the
        United States Securities and Exchange Commission (the “SEC”)
        nor
        any state regulatory authority since the Offering is intended to be exempt
        from
        the registration requirements of Section 5 of the Securities Act pursuant
        to
        Regulation D promulgated thereunder. The Subscriber understands that the
        Securities have not been registered under the Securities Act or under any
        state
        securities or “blue sky” laws and agrees not to sell, pledge, assign or
        otherwise transfer or dispose of the Securities unless they are registered
        under
        the Securities Act and under any applicable state securities or “blue sky” laws
        or unless an exemption from such registration is available.

      


      1.9 The
        Subscriber understands that the Securities comprising the Units have not
        been
        registered under the Securities Act or any state securities laws by reason
        of a
        claimed exemption under the provisions of the Securities Act and such state
        securities laws that depend, in part, upon the Subscriber's investment
        intention. In this connection, the Subscriber hereby represents that the
        Subscriber is purchasing the Securities for the Subscriber's own account
        for
        investment and not with a view toward the resale or distribution to others
        in
        violation of applicable securities laws. The Subscriber, if an entity, further
        represents that it was not formed specifically for the purpose of purchasing
        the
        Securities.

      


      1.10 The
        Subscriber understands that there is no public market for the Units nor the
        Securities comprising the Units and that no market may develop for any of
        such
        Securities. The Subscriber understands that even if a public market develops
        for
        such Securities, Rule 144 (“Rule
        144”)
        promulgated under the Securities Act requires for non-affiliates, among other
        conditions, a one-year holding period prior to the resale (in limited amounts)
        of securities acquired in a non-public offering without having to satisfy
        the
        registration requirements under the Securities Act. The Subscriber understands
        and hereby acknowledges that the Company is under no obligation to register
        any
        of the Units or any of the Securities under the Securities Act or any state
        securities or “blue sky” laws other than as set forth in Article V.


      


      1.11 The
        Subscriber consents to the placement of a legend on any certificate or other
        document evidencing the Securities that such Securities have not been registered
        under the Securities Act or any state securities or “blue sky” laws and setting
        forth or referring to the restrictions on transferability and sale thereof
        contained in this Agreement. The Subscriber is aware that the Company will
        make
        a notation in its appropriate records with respect to the restrictions on
        the
        transferability of such Securities. The legend to be placed on each certificate
        shall be in form substantially similar to the following:

      


      "THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES OR
        "BLUE
        SKY LAWS", AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
        HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT, OR
        UNLESS
        THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
        THE
        COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      1.12 The
        Subscriber understands that the Placement Agents and/or the Company will
        review
        this Agreement and are hereby given authority by the Subscriber, if the
        Subscriber is an individual, to call Subscriber's bank or place of employment
        or
        otherwise review the financial standing of the Subscriber; and it is further
        agreed that the Placement Agents and the Company, each at their sole discretion,
        reserve the unrestricted right, without further documentation or agreement
        on
        the part of the Subscriber, to reject or limit any subscription and to close
        the
        Offering to the Subscriber at any time after the Company has received valid
        subscriptions for the Minimum Offering and funds relating to such subscriptions
        have been deposited into escrow and that the Company will issue stop transfer
        instructions to its transfer agent with respect to such Securities.

      


      1.13 The
        Subscriber hereby represents that the address of the Subscriber furnished
        by
        Subscriber on the signature page hereof is the Subscriber's principal residence
        if Subscriber is an individual or its principal business address if it is
        a
        corporation or other entity.

      


      1.14 The
        Subscriber represents that the Subscriber has full power and authority
        (corporate, statutory and otherwise) to execute and deliver this Agreement
        and
        to purchase the Units and the Securities comprising the Units. This Agreement,
        when executed and delivered by the Subscriber, constitutes the legal, valid
        and
        binding obligation of the Subscriber, enforceable against the Subscriber
        in
        accordance with its terms, subject to laws of general application relating
        to
        bankruptcy, insolvency and the relief of debtors and rules of law governing
        specific performance, injunctive relief or other equitable remedies, and
        to
        limitations of public policy.

      


      1.15 If
        the
        Subscriber is a corporation, partnership, limited liability company, trust,
        employee benefit plan, individual retirement account, Keogh Plan, or other
        tax-exempt entity, (a) it is authorized and qualified to execute, deliver
        and
        perform its obligations under this Agreement and the person signing this
        Agreement on behalf of such entity has been duly authorized by such entity
        to do
        so and (b) it is duly organized, validly existing and in good standing under
        the
        laws of the jurisdiction of its organization.

      


      1.16 The
        Subscriber acknowledges that if he or she is a Registered Representative
        of an
        NASD member firm, he or she must give such firm the notice required by the
        NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
        firm in Section 7.4 below.

      


      1.17 (a) The
        Subscriber agrees not to issue any public statement with respect to the
        Subscriber’s investment or proposed investment in the Company or the terms of
        any agreement or covenant between them and the Company without the Company's
        prior written consent, except such disclosures as may be required under
        applicable law or under any applicable order, rule or regulation.

      


      (b) The
        Company agrees not to disclose the names, addresses or any other information
        about the Subscribers, except as required by law; provided, that the Company
        may
        use the name (but not the address) of the Subscriber in any registration
        statement filed pursuant to Article V in which the Subscriber’s shares are
        included.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      1.18 The
        Subscriber represents and warrants that it has not engaged, consented to
        or
        authorized any broker, finder or intermediary to act on its behalf, directly
        or
        indirectly, as a broker, finder or intermediary in connection with the
        transactions contemplated by this Agreement. The Subscriber hereby agrees
        to
        indemnify and hold harmless the Company from and against all fees, commissions
        or other payments owing to any such person or firm acting on behalf of such
        Subscriber hereunder.

      


      1.19 The
        Subscriber understands, acknowledges and agrees with the Company that this
        subscription may be rejected, in whole or in part, by the Company, in the
        sole
        and absolute discretion of the Company, at any time before the Closing Date
        notwithstanding prior receipt by the Subscriber of notice of acceptance of
        the
        Subscriber’s subscription.

      


      1.20 The
        Subscriber acknowledges that the information contained in the Offering Materials
        or otherwise made available to the Subscriber is confidential and non-public
        and
        agrees that all such information shall be kept in confidence by the Subscriber
        and neither used by the Subscriber for the Subscriber’s personal benefit (other
        than in connection with this subscription) nor disclosed to any third party
        for
        any reason, notwithstanding that a Subscriber’s subscription may not be accepted
        by the Company; provided, however, that this obligation shall not apply to
        any
        such information that (i) is part of the public knowledge or literature and
        readily accessible at the date hereof, (ii) becomes part of the public knowledge
        or literature and readily accessible by publication (except as a result of
        a
        breach of this provision) or (iii) is received from third parties (except
        third
        parties who the Subscriber knows are disclosing such information in violation
        of
        any confidentiality agreements or obligations, including, without limitation,
        any subscription or other similar agreement entered into with the
        Company).

      


      1.21 The
        Subscriber represents that no
        authorization, approval, consent or license of any person is required to
        be
        obtained for the purchase of the Units
        by
        the
        Subscriber, other than as have been obtained and are in full force and effect.
        The execution and delivery of this Agreement does not, and the consummation
        of
        the transactions contemplated hereby will not, result in any violation of
        or
        constitute a default under any material agreement or other instrument to
        which
        the Subscriber is a party or by which the Subscriber or any of its properties
        are bound, or to the best of the Subscriber’s knowledge, any permit, franchise,
        judgment, order, decree, statute, rule or regulation to which the Subscriber
        or
        any of its businesses or properties is subject.

      


      1.22 The
        parties represent that the representations, warranties and agreements of
        each
        party contained herein and in any other writing delivered in connection with
        the
        transactions contemplated hereby shall be true and correct in all respects
        on
        the date hereof and as of the Closing Date as if made on and as of such date
        and
        shall survive the execution and delivery of this Agreement and the purchase
        of
        the Units. Each party agrees that the other party shall be entitled to rely
        on
        the representations, warranties and agreements of the respective parties
        contained herein.

      


      1.23
         The
        Subscriber understands, acknowledges and agrees with the Company that, except
        as
        otherwise set forth herein, the subscription hereunder is irrevocable by
        the
        Subscriber, that, except as required by law, the Subscriber is not entitled
        to
        cancel, terminate or revoke this Agreement or any agreements of the Subscriber
        hereunder and that this Agreement and such other agreements shall survive
        the
        death or disability of the Subscriber, if the Subscriber is an individual,
        and
        shall be binding upon and inure to the benefit of the parties and their heirs,
        executors, administrators, successors, legal representatives and permitted
        assigns. The obligations of the various Subscribers in the Offering are several
        and not joint, and no Subscriber shall have any obligation under this Agreement,
        and no liability to any persons, for the performance or non-performance of
        any
        other Subscribers in the Offering; provided, however, that if the Subscriber
        is
        more than one person, the obligations of the Subscriber hereunder shall be
        joint
        and several and the agreements, representations, warranties and acknowledgments
        herein contained shall be deemed to be made by and be binding upon each such
        person and his/her heirs, executors, administrators, successors, legal
        representatives and permitted assigns.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      1.24 The
        Subscriber understands, acknowledges and agrees with the Company that the
        Offering is intended to be exempt from the registration under the Securities
        Act
        by virtue of the provisions of Regulation D thereunder, and/or the provisions
        of
        Regulation S, which is in part dependent upon the truth, completeness and
        accuracy of the statements made by the Subscriber.

      


      1.25 As
        described in the Memorandum, the closing of the Offering, which is conditioned
        upon the Merger (as defined in the Memorandum), may occur prior to the effective
        time of the Merger. As a result, each Subscriber may be a stockholder of
        the
        Company for a moment prior to the completion of the Merger. Stockholders
        of the
        Company are entitled to vote on the Merger and, for stockholders not voting
        in
        favor of the Merger, in accordance with Section 262 of the Delaware General
        Corporation Law, the Company’s stockholders, including the Subscribers, are
        entitled to an appraisal of their shares. A copy of Section 262 is attached
        hereto as Exhibit
        A.
        By
        purchasing the Units hereunder, each Subscriber hereby (1) approves and adopts
        the Merger, as described in the Memorandum, and authorizes the officers of
        the
        Company to execute and deliver such agreements, instruments and documents,
        for
        and in the name and on behalf of the Company, as such officer or officers
        may
        deem necessary, advisable or appropriate in order to effectuate the Merger,
        and
        (2) waives all rights under Section 262 of the General Corporation Law of
        the
        State of Delaware to seek an appraisal of the Subscriber’s Securities acquired
        hereunder. EACH
        SUBSCRIBER SHALL ACKNOWLEDGE SUCH APPROVAL, ADOPTION AND WAIVER BY MARKING
        THE
        APPROPRIATE BOX ON THE SIGNATURE PAGE HERETO, WHICH IS A CONDITION TO THE
        COMPANY ACCEPTING ANY SUBSCRIPTION MADE HEREBY.

      


      	II.  	
              REPRESENTATIONS
                BY AND COVENANTS OF THE COMPANY 

            


      


      The
        Company hereby represents and warrants to the Subscriber that:

      


      2.1 Organization,
        Good Standing and Qualification.
        The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware and has full corporate power and
        authority to conduct its business as currently conducted. The
        Company is duly qualified as a foreign corporation to do business and is
        in good
        standing in every jurisdiction in which the property owned or leased by it
        or
        the nature of the business conducted by it makes such qualification necessary,
        except to the extent that the failure to be so qualified or in good standing
        would not reasonably be expected to have, individually or in the aggregate,
        a
        material adverse effect on the business, operations, conditions (financial
        or
        otherwise), assets or results of operations of the Company (a “Material
        Adverse Effect”).

       

      
        
          
          

        

        
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      2.2 Capitalization
        and Voting Rights.
        The
        authorized, issued and outstanding capital stock of the Company and SRKP
        4 Inc.,
        a Delaware corporation (“SRKP”),
        is as
        set forth in the Memorandum and
        all
        issued and outstanding shares of the Company are validly issued, fully paid
        and
        nonassessable, and after closing of the Merger, will be validly issued, fully
        paid and nonassessable. Except as set forth in the Memorandum, there are
        no
        outstanding options, warrants, agreements, convertible securities, preemptive
        rights or other rights to subscribe for or to purchase any shares of capital
        stock of the Company or SRKP. Except as set forth in the Offering
        Materials and
        as
        otherwise required by law, there are no restrictions upon the voting or transfer
        of any of the shares of capital stock of the Company pursuant to the Company's
        Certificate of Incorporation, as amended (the “Certificate
        of Incorporation”),
        By-Laws or other governing documents or any agreement or other instruments
        to
        which the Company is a party or by which the Company is bound. Following
        closing
        of the Merger and consummation of the Redemption (as defined in the Memorandum),
        existing Cougar shareholders and Subscribers will hold, respectively, on
        a fully
        diluted basis, the same percentage of the issued and outstanding shares of
        Common
        Stock,
        $0.0001
        par value per share, of SRKP (the "SRKP
        Common Stock")
        and
        the shares of Preferred
        Stock,
        $0.0001
        par value per share, of SRKP (the "SRKP
        Preferred Stock") as
        they
        will hold in Cougar, on a fully diluted basis, immediately prior to the Merger
        Closing after giving effect to the Offering. The Company has no
        Subsidiaries.

      


      2.3 Authorization;
        Enforceability.
        The
        Company has all corporate right, power and authority to enter into this
        Agreement and to consummate the transactions contemplated hereby. All corporate
        action on the part of the Company, its directors and stockholders necessary
        for
        the (i) authorization execution, delivery and performance of this Agreement
        by
        the Company; and (ii) authorization, sale, issuance and delivery of the
        Securities contemplated hereby and the performance of the Company's obligations
        hereunder has been taken. This Agreement has been duly executed and delivered
        by
        the Company and constitutes a legal, valid and binding obligation of the
        Company, enforceable against the Company in accordance with its terms, subject
        to laws of general application relating to bankruptcy, insolvency and the
        relief
        of debtors and rules of law governing specific performance, injunctive relief
        or
        other equitable remedies, and to limitations of public policy. The Cougar
        Common
        Stock and Cougar Preferred Stock, when issued and fully paid for in accordance
        with the terms of this Agreement, and the SRKP Common Stock and SRKP Preferred
        Stock, when issued upon closing of the Merger, will be validly issued, fully
        paid and nonassessable. The issuance and sale of the Securities contemplated
        hereby will not give rise to any preemptive rights or rights of first refusal
        on
        behalf of any person which have not been waived in connection with this
        Offering.

      


      2.4 No
        Conflict; Governmental Consents.

      


      (a) The
        execution and delivery by the Company of this Agreement or the Merger Agreement
        (as defined in the Memorandum) and the consummation of the transactions
        contemplated hereby will not result in the violation of (i) any provision
        of the
        Certificate of Incorporation or By-Laws of the Company, (ii) any law, statute,
        rule, regulation, order, writ, injunction, judgment or decree of any court
        or
        governmental authority to or by which the Company is bound, and (iii) will
        not
        conflict with, or result in a breach or violation of, any of the terms or
        provisions of, or constitute (with due notice or lapse of time or both) a
        default under, any lease, loan agreement, mortgage, security agreement, trust
        indenture or other agreement or instrument to which the Company is a party
        or by
        which it is bound or to which any of its properties or assets is subject,
        nor
        result in the creation or imposition of any lien upon any of the properties
        or
        assets of the Company.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b) No
        material consent, approval, authorization or other order of any governmental
        authority or other third party is required to be obtained by the Company
        in
        connection with the authorization, execution and delivery of this Agreement
        or
        the Merger Agreement or with the authorization, issue and sale of the Units
        or
        the Securities comprising the Units, except for the receipt of required
        approvals of stockholders in connection with the Merger, if any, and such
        filings as may be required to be made with the SEC and with any state or
        foreign
        blue sky or securities regulatory authority relating to an exemption from
        registration thereunder.

      


      2.5 Licenses.
        Except
        as otherwise set forth in the Memorandum, the Company has sufficient licenses,
        permits and other governmental authorizations currently required for the
        material conduct of its business or ownership of properties and is in all
        material respects complying therewith. The Company has not received any actual
        notice of any proceeding relating to revocation or modification of any such
        license or permit or similar authority, except where such revocation or
        modification would not reasonably be expected to have a Material Adverse
        Effect.

      


      2.6 Litigation.
        The
        Company knows of no pending or threatened legal or governmental proceedings
        against the Company or SRKP which (i) adversely questions the validity of
        this
        Agreement, the Merger Agreement or any agreements related to the transactions
        contemplated hereby or the right of the Company to enter into any of such
        agreements, or to consummate the transactions contemplated hereby or thereby
        or
        (ii) could, if there were an unfavorable decision, have a Material Adverse
        Effect. There is no action, suit, proceeding or investigation by the Company
        currently pending in any court or before any arbitrator or that the Company
        intends to initiate. Except as set forth in the Memorandum and/or the filings
        made by SRKP with the SEC, neither the Company nor any director or officer
        thereof or, to the best knowledge of the Company, SRKP or any director or
        officer thereof, is or has been the subject of any action involving a claim
        of
        violation of or liability under federal or state securities laws or a claim
        of
        breach of fiduciary duty. To the knowledge of the Company, there is not pending
        or contemplated any investigation involving the Company, SRKP or any current
        or
        former director or officer of the Company or SRKP.

      


      2.8 Investment
        Company
        The
        Company is not an “investment company” within the meaning of such term under the
        Investment Company Act of 1940, as amended, and the rules and regulations
        of the
        SEC thereunder (the “Investment
        Company Act”),
        and
        following the closing of the Merger, will conduct its business in a manner
        so
        that it will not be subject to the Investment Company Act.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      2.9 Placement
        Agent.
        The
        Company has engaged, consented to and authorized SG Cowen and Paramount to
        each
        act as agent of the Company solely in connection with the transactions
        contemplated by this Agreement. The Company will pay each of SG Cowen and
        Paramount a commission in the form of both cash and warrants (the “Placement
        Warrants”)
        and
        will reimburse their reasonable out-of-pocket expenses incurred in connection
        with the Offering up to $75,000 each, and the Company agrees to indemnify
        and
        hold harmless the Subscribers from and against all fees, commissions or other
        payments owing by the Company to SG Cowen or Paramount or any other person
        or
        firm acting on behalf of the Company hereunder.

      


      2.10 Financial
        Statements.
        The
        financial statements of the Company included in the Memorandum (the
        "Financial
        Statements")
        fairly
        present in all material respects the financial condition and position of
        the
        Company at the dates and for the periods indicated; and have been prepared
        in
        conformity with generally accepted accounting principles in the United States
        (“GAAP”)
        consistently applied throughout the periods covered thereby, except as may
        be
        otherwise specified in such Financial Statements or the notes thereto and
        except
        that unaudited financial statements may not contain all footnotes required
        by
        GAAP, and fairly present in all material respects the financial position
        of the
        Company as of and for the dates thereof and the results of operations and
        cash
        flows for the periods then ended, subject, in the case of unaudited statements,
        to normal, immaterial, year-end audit adjustments. Since the date of the
        most
        recent balance sheet included as part of the Financial Statements, there
        has not
        been to the Company’s knowledge: (i) any change in the assets, liabilities,
        financial condition or
        operations of the Company from that reflected in the Financial Statements,
        other
        than changes in the ordinary course of business, none of which individually
        or
        in the aggregate would reasonably be expected to have a Material Adverse
        Effect;
        or (ii) any other event or condition of any character that, either individually
        or cumulatively, would reasonably be expected to have a Material Adverse
        Effect.

      


      2.11 Intellectual
        Property.
        (a) To
        the best of its knowledge, the Company owns or possesses sufficient legal
        rights
        to all material patents, trademarks, service marks, trade names, copyrights,
        trade secrets, licenses, information and other proprietary rights and processes
        necessary for its business as now conducted and as presently proposed to
        be
        conducted, without any known infringement of the rights of others; (b) except
        as
        disclosed in the Memorandum, there are no outstanding options, licenses or
        agreements of any kind relating to the foregoing proprietary rights, nor
        is the
        Company bound by or a party to any options, licenses or agreements of any
        kind
        with respect to the patents, trademarks, service marks, trade names, copyrights,
        trade secrets, licenses, information and other proprietary rights and processes
        of any other person or entity other than such licenses or agreements arising
        from the purchase of “off the shelf” or standard products; and (c) the Company
        has not received any notice of, and there are no facts known to the Company
        that
        reasonably indicate the existence of (i) any infringement or misappropriation
        by
        any third party of any of the Company’s intellectual property rights or (ii) any
        claim by a third party contesting the validity of the Company’s intellectual
        property rights. The Company has not received any notice of any infringement,
        misappropriation or violation by the Company or any of its employees of any
        intellectual property rights of third parties. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      2.12 Title
        to Properties and Assets; Liens, Etc.
        The
        Company has good and marketable title to its properties and assets, including
        the properties and assets reflected in the most recent balance sheet included
        in
        the Financial Statements, and good title to its leasehold estates, in each
        case
        subject to no mortgage, pledge, lien, lease, encumbrance or charge, other
        than
        (a) those resulting from taxes which have not yet become delinquent; and
        (b)
        liens and encumbrances arising in the ordinary course of business which do
        not
        materially detract from the value of the property subject thereto or materially
        impair the operations of the Company. The Company is in compliance with all
        material terms of each lease to which it is a party or is otherwise
        bound.

      


      2.13 Obligations
        to Related Parties.
        Except
        as disclosed in the Memorandum, there are no obligations of the Company to
        officers, directors, stockholders, or employees of the Company other than
        (a)
        for payment of salary or other compensation for services rendered, (b)
        reimbursement for reasonable expenses incurred on behalf of the Company and
        (c)
        for other standard employee benefits made generally available to all employees
        (including stock option agreements outstanding under any stock option plan
        approved by the Board of Directors of the Company). Except as may be disclosed
        in the Financial Statements, the Company is not a guarantor or indemnitor
        of any
        indebtedness of any other person, firm or corporation.

      


      2.14 Employee
        Relations; Employee Benefit Plans.
        The
        Company is neither a party to any collective bargaining agreement nor employs
        any member of a union. The Company believes that its relations with its
        employees are good. No executive officer (as defined in Rule 501(f) of the
        Securities Act) of the Company has notified the Company that such officer
        intends to leave the Company or otherwise terminate such officer's employment
        with the Company. The Company is in compliance with all federal, state, local
        and foreign laws and regulations respecting employment and employment practices,
        terms and conditions of employment and wages and hours, except where failure
        to
        be in compliance would not, either individually or in the aggregate, reasonably
        be expected to result in a Material Adverse Effect. Except as disclosed in
        the
        Memorandum, the Company does not maintain any compensation or benefit plan,
        agreement, arrangement or commitment (including, but not limited to, "employee
        benefit plans", as defined in Section 3(3) of the Employee Retirement Income
        Security Act of 1974, as amended ("ERISA")
        for
        any present or former employees, officers or directors of the Company or
        with
        respect to which the Company has liability or makes or has an obligation
        to make
        contributions, other than any such plans, agreements, arrangements or
        commitments made generally available to the Company’s employees. 

      


      2.15 Environmental
        Laws.
        The
        Company (i) is in compliance with any and all Environmental Laws (as hereinafter
        defined), (ii) has received all permits, licenses or other approvals required
        of
        it under applicable Environmental Laws to conduct its business and (iii)
        are in
        compliance with all terms and conditions of any such permit, license or approval
        where, in each of the foregoing clauses (i), (ii) and (iii), the failure
        to so
        comply would reasonably be expected to have, individually or in the aggregate,
        a
        Material Adverse Effect. The term "Environmental Laws" means all federal,
        state,
        local or foreign laws relating to pollution or protection of human health
        or the
        environment (including, without limitation, ambient air, surface water,
        groundwater, land surface or subsurface strata), including, without limitation,
        laws relating to emissions, discharges, releases or threatened releases of
        chemicals, pollutants, contaminants, or toxic or hazardous substances or
        wastes
        (collectively, "Hazardous
        Materials")
        into
        the environment, or otherwise relating to the manufacture, processing,
        distribution, use, treatment, storage, disposal, transport or handling of
        Hazardous Materials, as well as all authorizations, codes, decrees, demands
        or
        demand letters, injunctions, judgments, licenses, notices or notice letters,
        orders, permits, plans or regulations issued, entered, promulgated or approved
        thereunder.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      2.16 Tax
        Status.
        The
        Company (i) has made or filed all federal and state income and all other
        tax
        returns, reports and declarations required by any jurisdiction to which it
        is
        subject, (ii) has paid all taxes and other governmental assessments and charges
        that are material in amount, shown or determined to be due on such returns,
        reports and declarations, except those being contested in good faith and
        (iii)
        has set aside on its books provision reasonably adequate for the payment
        of all
        taxes for periods subsequent to the periods to which such returns, reports
        or
        declarations apply. There are no unpaid taxes in any material amount claimed
        to
        be due by the taxing authority of any jurisdiction, and the officers of the
        Company know of no basis for any such claim.

      


      2.17 Absence
        of Certain Changes.
        Since
        December 31, 2004, there has been no material adverse change in the business,
        operations, conditions (financial or otherwise), assets or results of operations
        of the Company. To the best of the Company’s knowledge and based on its due
        diligence investigation, SRKP has no subsidiaries other than SRKP Acquisition
        Corp., and neither SRKP nor SRKP Acquisition Corp. have any material assets
        or
        liabilities other than their rights and obligations under the Merger Agreement
        and those liabilities which will be satisfied upon closing of the
        Merger.

      


      2.17 Cougar
        Preferred Stock.
        The
        Cougar Preferred Stock will have all of the rights, preferences and privileges
        as set forth in the applicable form of the Certificate of Designations attached
        as Appendix
        B
        to the
        Memorandum, and after the closing of the Merger, the SRKP Preferred Stock
        will
        have substantially the same rights, preferences and privileges as the Cougar
        Preferred Stock.

      


      2.18 Disclosure.
        The
        information set forth in the Offering Materials as of the date hereof contains
        no untrue statement of a material fact nor omits to state a material fact
        necessary in order to make the statements contained therein, in light of
        the
        circumstances under which they were made, not misleading.

       

      2.19 Insurance.
        The
        Company is insured by insurers of recognized financial responsibility against
        such losses and risks and in such amounts as the Company believes are prudent
        and customary for a company (i) in the business and stage of development
        and in
        locations in which the Company is engaged and (ii) with the resources of
        the
        Company. The Company has not received any written notice that the Company
        will
        not be able to renew its existing insurance coverage as and when such coverage
        expires. All of such policies are in full force and effect, and the Company
        has
        complied with all material terms and conditions of such policies, including
        premium payments. The Company believes it will be able to obtain similar
        coverage at reasonable cost from similar insurers as may be necessary to
        continue its business.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      2.20 Accounting
        Controls.
        The
        Company maintains a system of accounting controls sufficient to provide
        reasonable assurances that (i) transactions are executed in accordance with
        management’s general or specific authorization, (ii) transactions are recorded
        as necessary to permit preparation of financial statements, tax returns,
        reports
        and declarations required by any jurisdiction to which it is subject in
        conformity with generally accepted accounting principles as applied in the
        United States and to maintain accountability for assets, (iii) access to
        assets
        is permitted only in accordance with management’s general or specific
        authorization, and (iv) the recorded accountability for assets is compared
        with
        existing assets at reasonable intervals and appropriate action is taken with
        respect to any differences. 

       

      2.21 Contracts.
        Except
        for contracts, license agreements and other agreements (“Material
        Contracts”)
        disclosed in the Memorandum, and except for this Agreement, the Company does
        not
        have any agreements, contracts and commitments that are material to the
        business, financial condition, assets or operations of the Company
        (“Other
        Material Contracts”),
        other
        than agreements for the conduct of the Company’s clinical trials. The Company is
        not on written notice that it is in breach or default in any material respect
        under any of the Material Contracts, and to the Company’s knowledge, no other
        party to a Material Contract is in material breach or default under such
        Material Contract. The Company has not received a notice of termination nor
        is
        the Company otherwise aware of any threats to terminate any of the Material
        Contracts.

       

      2.22 Compliance
        in Clinical Trials.
        The
        clinical trials conducted by or on behalf of the Company that are described
        in
        the Memorandum, or the results of which are referred to in the Memorandum,
        if
        any, are the only clinical trials currently being conducted by or on behalf
        of
        the Company. Nothing has come to the attention of the Company that has caused
        the Company to believe that such studies and tests were and, if still pending,
        are being, conducted not in material accordance with experimental protocols,
        procedures and controls pursuant to accepted professional scientific standards;
        the descriptions of the results of such studies, tests and trials contained
        in
        the Memorandum, if any, are not inconsistent with such results in any material
        respects. Except as described in the Memorandum, no results of any other
        studies
        or tests have come to the attention of the Company that have caused the Company
        to believe that such results call into question the results described in
        the
        Memorandum of the clinical trials. Except as disclosed in the Memorandum,
        the
        Company has not received any notices or correspondence from the U.S. Food
        and
        Drug Administration or any other governmental agency requiring the termination,
        suspension or modification of any clinical trials currently conducted by,
        or on
        behalf of, the Company or in which the Company has participated that are
        described in the Memorandum, if any, or the results of which are referred
        to in
        the Memorandum. Nothing has come to the attention of the Company that has
        caused
        the Company to believe that the clinical trials previously conducted by or
        on
        behalf of the Company while conducted by or on behalf of the Company, were
        not
        conducted in material accordance with experimental protocols, procedures
        and
        controls pursuant to applicable accepted professional scientific standards;
        the
        descriptions of the results of such studies, tests and trials contained in
        the
        Memorandum, if any, are not inconsistent with such results.

       

      2.23 Compliance.
        The
        Company (i) is not in violation of any order of any court, arbitrator or
        governmental body, or (ii) is not in violation of any statute, rule or
        regulation of any governmental authority, including without limitation all
        foreign, federal, state and local laws applicable to its business except
        in each
        case as could not reasonably be expected to have a Material Adverse
        Effect.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      2.24 No
        Registration Rights.
        Except
        as set forth in the Memorandum, no person has the right to (i) prohibit the
        Company from filing the Registration Statement or (ii) require the Company
        to
        register any securities for sale under the Securities Act by reason of the
        filing of the Registration Statement. The granting and performance of the
        registration rights under this Agreement will not violate or conflict with,
        or
        result in a breach of any provision of, or constitute a default under, any
        agreement, indenture, or instrument to which the Company is a
        party.

       

      2.25 No
        Side Letters; Form of Subscription Agreement.
        Except
        as set forth in the Memorandum, including without limitation the Board
        Sideletter (as defined in the Memorandum), the Company has not issued or
        entered
        into, and shall not issue or enter into, any sideletter and/or side arrangements
        with any Subscriber and has not accepted, and shall not accept, any Subscription
        Agreement from any Subscriber which is not identical to this form of
        Subscription Agreement.

       

      III. TERMS
        OF SUBSCRIPTION

      


      3.1 The
        minimum purchase that may be made by any prospective investor shall be 57,804
        Units. Subscriptions for investment below the minimum investment may be accepted
        at the discretion of the Placement Agents and the Company. The Company reserves
        the right to reject any subscription made hereby, in whole or in part, in
        its
        sole discretion. The Company’s agreement with each Subscriber is a separate
        agreement and the sale of the Units to each Subscriber is a separate
        sale.

      


      3.2 Pending
        the sale of the Units, all funds paid hereunder shall be deposited by the
        Company in escrow with US Bank Trust, having a branch at 100 Wall Street,
        Suite
        1600, NY, NY 10005. If the Company shall not have obtained subscriptions
        (including this subscription) for purchases of the Minimum Offering amount
        on or
        before April 7, 2006 (subject to extension for up to fifteen (15) days or
        earlier termination with notice to Subscribers by agreement of the Company
        and
        the Placement Agents) as extended or earlier terminated (the “Offering
        Termination Date”),
        then
        this subscription shall be void and all funds paid hereunder by the Subscriber,
        without interest, shall be promptly returned to the Subscriber. The Subscriber
        hereby authorizes and directs the Company and the Placement Agents to direct
        the
        Escrow Agent to return any funds for unaccepted subscriptions to the same
        account from which the funds were drawn, without interest, including any
        customer account maintained with the Placement Agents.

      


      3.3 Provided
        that the Company shall have obtained subscriptions for purchases of the Minimum
        Offering, at any time (each, a “Closing
        Date”)
        on or
        prior to Offering Termination Date, the Company may conduct one or more closings
        of the purchase and sale of Units (a “Closing”).
        Each
        Closing shall occur at the offices of Paramount at 787 Seventh Avenue,
        48th
        Floor,
        New York, NY 10019.

      


      3.4 Certificates
        evidencing the Units purchased by the Subscriber pursuant to this Agreement
        will
        be prepared for delivery to the Subscriber as soon as practicable but in
        no
        event later than ten (10) Business Days following the Closing at which such
        purchase takes place. The Subscriber hereby authorizes and directs the Company
        to deliver the certificates representing the Securities purchased by the
        Subscriber pursuant to this Agreement directly to the Subscriber's account
        maintained by Paramount, if any, or, if no such account exists, to the
        residential or business address indicated on the signature page hereto.


       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      3.5
         Placement
        of the Units will be made by the Company who will remit certain compensation
        to
        the Placement Agents for introduction to investors and other
        services.

      


      IV. CONDITIONS
        TO OBLIGATIONS OF THE PARTIES

      


      4.1
         In
        addition to the Company’s right to reject, in whole or in part, any subscription
        at any time before the Offering Termination Date, the Company’s obligation to
        issue the Units at each Closing to the applicable Subscriber is subject to
        the
        fulfillment on or prior to such Closing of the following conditions, which
        conditions may be waived at the option of the Company to the extent permitted
        by
        law:

      


      (a) Representations
        and Warranties Correct.
        The
        representations and warranties made by such Subscriber in Article I hereof
        shall
        be true and correct.

      


      (b) Covenants.
        All
        covenants, agreements and conditions contained in this Agreement to be performed
        by such Subscriber on or prior to the date of such Closing shall have been
        performed or complied with.

      


      (c) No
        Legal Order Pending.
        There
        shall not then be in effect any legal or other order enjoining or restraining
        the transactions contemplated by this Agreement, including the
        Merger.

      


      (d) No
        Law
        Prohibiting or Restricting Such Sale.
        There
        shall not be in effect any law, rule or regulation prohibiting or restricting
        such sale or requiring any consent or approval of any person, which shall
        not
        have been obtained, to issue the Securities (except as otherwise provided
        in
        this Agreement).

      


      (e) Minimum
        Offering.
        On or
        before the Offering Termination Date, the Company shall have received
        subscriptions (including this subscription) for purchases of the Minimum
        Offering and funds relating to such subscriptions shall have been deposited
        into
        the escrow account described in Section 1.1.

      


      (f) Satisfaction
        of Closing Conditions to the Merger.
        On or
        before the Offering Termination Date, each condition to closing of the Merger
        contained in the Merger Agreement shall have been satisfied.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      4.2 The
        Subscriber’s obligation to purchase the Units at the Closing at which such
        purchase is to be consummated is subject to the fulfillment on or prior to
        such
        Closing of the following conditions, which conditions may be waived at the
        option of each Subscriber to the extent permitted by law:

      


      (a) Representations
        and Warranties Correct.
        The
        representations and warranties made by the Company in Article II hereof shall
        be
        true and correct.

      


      (b) Covenants.
        All
        covenants, agreements and conditions contained in this Agreement to be performed
        by the Company on or prior to the date of such Closing shall have been performed
        or complied with.

      


      (c) No
        Legal Order Pending.
        There
        shall not then be in effect any legal or other order enjoining or restraining
        the transactions contemplated by this Agreement, including the
        Merger.

      


      (d) No
        Law
        Prohibiting or Restricting Such Sale.
        There
        shall not be in effect any law, rule or regulation prohibiting or restricting
        such sale or requiring any consent or approval of any person, which shall
        not
        have been obtained, to issue the Securities (except as otherwise provided
        in
        this Agreement).

      


      (e) Legal
        Opinion.
        The
        Subscribers shall have received an opinion of counsel to the Company (which
        the
        Placement Agents may be permitted to rely on as if it were addressed to them)
        substantially in the form attached hereto as Exhibit
        B.

      


      (f) Officer's
        Certificate.
        The
        Subscribers shall have received an Officer's Certificate, signed by the
        authorized officer of the Company and dated as of the Closing Date. The
        certificate shall state, among other things, that the representations and
        warranties contained herein and in the Offering Materials are true and accurate
        in all material respects at such Closing Date with the same effect as though
        expressly made at such Closing Date and the Placement Agents shall be entitled
        to rely on such representations of the Company in the Offering Materials
        as if
        they were made directly to the Placement Agents. The Officer’s Certificate shall
        state that all conditions to the consummation of the Merger set forth in
        the
        Merger Agreement have been satisfied or waived as permitted therein, and
        that
        the closing of the Merger has been scheduled in accordance with the Merger
        Agreement.

      


      (g) Minimum
        Offering.
        On or
        before the Offering Termination Date, the Company shall have received
        subscriptions (including this subscription) for purchases of the Minimum
        Offering and funds relating to such subscriptions shall have been deposited
        into
        the escrow account described in Section 1.1.

      


      (h)
         Satisfaction
        of Closing Conditions to the Merger.
        On or
        before the Offering Termination Date, each condition to closing of the Merger
        contained in the Merger Agreement shall have been satisfied.

      


      
        
          
          

        

        
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      5. REGISTRATION
        RIGHTS.

      


      5.1 As
        used
        in this Agreement, the following terms shall have the following
        meanings:

      


      (a) “Affiliate”
shall
        mean, with respect to any Person (as defined below), any other Person
        controlling, controlled by or under direct or indirect common control with
        such
        Person (for the purposes of this definition “control,” when used with respect to
        any specified Person, shall mean the power to direct the management and policies
        of such Person, directly or indirectly, whether through ownership of voting
        securities, by contract or otherwise; and the terms “controlling” and
“controlled” shall have meanings correlative to the foregoing).

      


      (b) “Business
        Day”
shall
        mean a day Monday through Friday on which banks are generally open for business
        in New York, New York.

      


      (c) “Holders”
shall
        mean the Subscribers and any Person holding Registrable Securities or any
        Person
        to whom the rights under Article 5 have been transferred in accordance with
        Section 5.9 hereof.

      


      (d) “Person”
shall
        mean any person, individual, corporation, limited liability company,
        partnership, trust or other nongovernmental entity or any governmental agency,
        court, authority or other body (whether foreign, federal, state, local or
        otherwise).

      


      (e) The
        terms
“register,”
        “registered”
and
        “registration”
refer
        to the registration 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.

      


      (f) “Registrable
        Securities”
shall
        mean the Cougar Common Stock included in the Units, the shares of Cougar
        Common
        Stock issuable upon conversion of the Cougar Preferred Stock, the shares
        of
        Cougar Common Stock underlying the Placement Warrants, and any shares of
        Cougar
        Common Stock issued as a dividend or distribution with respect to or in
        replacement of the Cougar Common Stock issued, directly or indirectly, in
        connection with this Offering; provided,
        however,
        that
        securities shall only be treated as Registrable Securities if and only for
        so
        long as they (i) have not been sold (A) pursuant to a registration statement;
        (B) to or through a broker, dealer or underwriter in a public distribution
        or a
        public securities transaction; and/or (C) in a transaction exempt from the
        registration and prospectus delivery requirements of the Securities Act under
        Section 4(1) thereof so that all transfer restrictions and restrictive legends
        with respect thereto, if any, are removed upon the consummation of such sale;
        (ii) are not held by a Holder or a permitted transferee; and (iii) are not
        eligible for sale pursuant to Rule 144(k) (or any successor thereto) under
        the
        Securities Act; provided, further, however, that “Registrable Securities” shall
        include all securities issued in exchange for the Registrable Securities
        (including, without limitation, the shares of SRKP Common Stock and SRKP
        Preferred Stock issued in exchange for the Cougar Common Stock and the Cougar
        Preferred Stock in the Merger). 

      


      (g)“Registration
        Expenses”
shall
        mean all expenses incurred by the Company in complying with Section 5.2 hereof,
        including, without limitation, all registration, qualification and filing
        fees,
        printing expenses, escrow fees, fees and expenses 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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (h)
        “Selling
        Expenses”
shall
        mean all underwriting discounts and selling commissions applicable to the
        sale
        of Registrable Securities and, except to the extent set forth in the definition
        of Registration Expenses, all fees and expenses of legal counsel for any
        Holder.

      


      (i) “Subsidiary”
shall
        mean, with respect to any Person, any other Person of which more than fifty
        percent (50%) of the shares of stock or other interests entitled to vote
        in the
        election of directors or comparable Persons performing similar functions
        (excluding shares or other interests entitled to vote only upon the failure
        to
        pay dividends thereon or other contingencies) are at the time owned or
        controlled, directly or indirectly through one or more Subsidiaries, by such
        Person.

      


      5.2 (a)
        Subject to the terms herein, the Company will, as soon as practicable but
        not
        later than 30 days following the first Closing Date (the “First
        Closing Date”)
        under
        Section 3.3 (such date which is 30 days after the First Closing Date is referred
        to herein as the “Outside
        Filing Date”),
        (i) file a registration statement with the SEC on the appropriate form (the
“Registration
        Statement”)
        to
        allow the resale of the Registrable Securities under the Securities Act,
        and use
        its reasonable best efforts to have such Registration Statement declared
        effective by the SEC prior to the date which is 90 days after the First Closing
        Date, or if the Registration Statement is subject to review and comments
        from
        the staff of the SEC, 180 days after the First Closing Date (the date following
        such 90 or 180-day period, as applicable, the “Registration
        Effective Date”);
        and
        (ii) cause such Registration Statement to remain effective (the “Registration
        Period”)
        until
        the earlier of (A) such date as the holders of the Registrable Securities
        have
        completed the distribution described in the Registration Statement or (B)
        at
        such time that such securities have become eligible for sale pursuant to
        Rule
        144(k) (or any successor thereto) under the Securities Act. To the extent
        permissible, such Registration Statement also shall cover, to the extent
        allowable under the Securities Act and the rules promulgated thereunder
        (including Rule 416 under the Securities Act), such indeterminate number
        of
        additional shares of Common Stock resulting from stock splits, stock dividends
        or similar transactions with respect to the Registrable Securities.

      


      (b) In
        the
        event (i) the Company has not filed the Registration Statement required by
        Section 5.2(a)(i) by the Outside Filing Date, (ii) such Registration Statement
        has not been declared effective by the Registration Effective Date, or (iii)
        such Registration Statement ceases to be effective as to all the Registrable
        Securities to which it is required to relate for more than an aggregate of
        90
        days (whether consecutive or non-consecutive) during any twelve (12) month
        period during the Registration Period without being succeeded within ten
        (10)
        trading days by an amendment to such Registration Statement or by a subsequent
        Registration Statement filed with and declared effective by the SEC, then
        in
        such case the Company
        shall make
        compensatory payments (the “Liquidated
        Damages”)
        to the
        Subscriber in an amount equal to one (1) percent of the aggregate Purchase
        Price
        paid by the Subscriber hereunder for each 30-day period (or prorated portion
        thereof) in which the Company is in default of its obligations under Section
        5.2, provided,
        however,
        that
        in
        no event shall the Company be required hereunder to pay to any Subscriber
        pursuant to this Agreement an aggregate amount that exceeds 12.0% of the
        aggregate Purchase Price paid by any Subscriber for such Subscriber’s
        Registrable Securities. The
        Company shall pay any Liquidated Damages to Subscribers within five (5) Business
        Days of the end of each 30-day period in which such Liquidated Damages have
        accrued. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (c) Notwithstanding
        anything in Sections 5.2(a) or 5.2(b) to the contrary, the Company shall
        not be
        obligated to make compensatory payments to the Subscriber in the event that
        the
        SEC (including the staff of the SEC’s Division of Corporate Finance), the
        Securities Act, or the rules and regulations promulgated thereunder, prohibit
        the Company from including, or the SEC requests the Company not include,
        all of
        the Registrable Securities on the Registration Statement; provided, however,
        that (i) at least 75% of the Registrable Securities have been included on
        such
        Registration Statement and (ii) the Company uses its reasonable best efforts
        to
        cause all remaining Registrable Securities to be registered on a Registration
        Statement as soon as permitted by the SEC, the Securities Act, and the rules
        and
        regulations promulgated thereunder.

      


      5.3 All
        Registration Expenses incurred in connection with any registration,
        qualification, exemption or compliance pursuant to Section 5.2 shall be borne
        by
        the Company. All Selling Expenses relating to the sale of securities registered
        by or on behalf of Holders shall be borne by such Holders.

      


      5.4 In
        the
        case of the registration, qualification, exemption or compliance effected
        by the
        Company pursuant to this Agreement, the Company shall, upon reasonable request,
        inform each Holder as to the status of such registration, qualification,
        exemption and compliance. At its expense the Company shall: 

      


      (a) use
        commercially reasonable efforts to keep such registration, and any
        qualification, exemption or compliance under state or federal securities
        laws
        which the Company determines to obtain, continuously effective and free of
        material misstatements or omissions until the termination of the Registration
        Period; 

      


      (b) advise
        the Holders as soon as practicable:

      


      (i) when
        the
        Registration Statement or any amendment thereto has been filed with the SEC
        and
        when the Registration Statement or any post-effective amendment thereto has
        become effective;

      


      (ii) of
        any
        request by the SEC for amendments or supplements to the Registration Statement
        or the prospectus included therein or for additional information;

      


      (iii) of
        the
        issuance by the SEC of any stop order suspending the effectiveness of the
        Registration Statement or the initiation of any proceedings for such
        purpose;

      


      (iv) of
        the
        receipt by the Company of any notification with respect to the suspension
        of the
        qualification of the Registrable Securities included therein for sale in
        any
        jurisdiction or the initiation or threatening of any proceeding for such
        purpose; and

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (v) of
        the
        happening of any event that requires the making of any changes in the
        Registration Statement or the prospectus so that, as of such date, the
        statements therein are not misleading and do not omit to state a material
        fact
        required to be stated therein or necessary to make the statements therein
        (in
        the case of the prospectus, in the light of the circumstances under which
        they
        were made) not misleading (which notice will be accompanied by an instruction
        to
        suspend the use of the prospectus until such changes have been
        made);

      


      (c) make
        every reasonable effort to obtain the withdrawal of any order suspending
        the
        effectiveness of any Registration Statement at the earliest possible
        time;

      


      (d) furnish
        to each Holder, without charge, at least one copy of such Registration Statement
        and any post-effective amendment thereto, including financial statements
        and
        schedules, and, if the Holder so requests in writing, all exhibits (including
        those incorporated by reference) in the form filed with the SEC;

      


      (e) during
        the Registration Period, deliver to each Holder, without charge, as many
        copies
        of the prospectus included in such Registration Statement and any amendment
        or
        supplement thereto as such Holder may reasonably request;

      


      (f) prior
        to
        any public offering of Registrable Securities pursuant to the Registration
        Statement, register or qualify or obtain an exemption for offer and sale
        under
        the securities or blue sky laws of such jurisdictions as any such Holders
        reasonably request in writing, provided that the Company shall not for any
        such
        purpose be required to qualify generally to transact business as a foreign
        corporation in any jurisdiction where it is not so qualified or to consent
        to
        general service of process in any such jurisdiction, and do any and all other
        acts or things reasonably necessary or advisable to enable the offer and
        sale in
        such jurisdictions of the Registrable Securities covered by such Registration
        Statement in the sole discretion of the Company;

      


      (g) to
        the
        extent permitted under applicable rules and regulations promulgated under
        the
        Securities Act, cooperate with the Holders to facilitate the timely preparation
        and delivery of certificates representing Registrable Securities to be sold
        pursuant to any Registration Statement free of any restrictive legends to
        the
        extent not required at such time and in such denominations and registered
        in
        such names as Holders may request at least five (5) Business Days prior to
        sales
        of Registrable Securities pursuant to such Registration Statement;

      


      (h) upon
        the
        occurrence of any event contemplated by Section 5.4(b)(v) above, the Company
        shall promptly prepare a post-effective amendment to the Registration Statement
        or a supplement to the related prospectus, or file any other required document
        so that, as thereafter promptly delivered to purchasers of the Registrable
        Securities included therein, the prospectus will not include any untrue
        statement of a material fact or omit to state any material fact necessary
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading; and

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (i) use
        commercially reasonable efforts to comply with all applicable rules and
        regulations of the SEC, and use commercially reasonable efforts to make
        generally available to its security holders not later than 45 days (or 90
        days
        if the fiscal quarter is the fourth fiscal quarter) after the end of its
        fiscal
        quarter in which the first anniversary date of the effective date of the
        Registration Statement occurs, an earnings statement satisfying the provisions
        of Section 11(a) of the Securities Act.

      


      Notwithstanding
        the foregoing, it shall be a condition precedent to the obligations of the
        Company to take any action pursuant to paragraphs (a) through (i) of this
        Section 5.4, that the Holder shall furnish to the Company such information
        regarding itself, the Securities to be sold by the Holder and the intended
        method of disposition of such Securities as shall be required to effect the
        registration of the Securities, all of which information shall be furnished
        to
        the Company in writing specifically for use in the Registration
        Statement.

      


      5.5 The
        Holders shall have no right to take any action to restrain, enjoin or otherwise
        delay any registration pursuant to Section 5.2 hereof as a result of any
        controversy that may arise with respect to the interpretation or implementation
        of this Agreement. 

      


      5.6 (a) To
        the
        extent permitted by law, the Company shall indemnify each Holder, each of
        its
        directors and officers, each underwriter of the Registrable Securities and
        each
        Person who controls a Holder or underwriter within the meaning of Section
        15 of
        the Securities Act, with respect to which any registration, qualification
        or
        compliance has been effected pursuant to this Agreement, against all claims,
        losses, damages and liabilities (or actions in respect thereof), including
        any
        of the foregoing incurred in settlement of any litigation, commenced or
        threatened (subject to Section 5.6(c) below), arising out of or based on
        (i) any
        untrue statement (or alleged untrue statement) of a material fact contained
        in
        the Registration Statement, or any amendment or supplement thereof, incident
        to
        any such registration, qualification or compliance, or based on any omission
        (or
        alleged omission) to state therein a material fact required to be stated
        therein
        or necessary to make the statements therein not misleading, in light of the
        circumstances in which they were made, or (ii) any violation or alleged
        violation by the Company of the Act, the Exchange Act, or any rule or regulation
        promulgated under the Act, or the Exchange Act, and will reimburse each Holder,
        such directors and officers, each underwriter of the Registrable Securities
        and
        each Person who controls a Holder for reasonable legal and other expenses
        reasonably incurred in connection with investigating or defending any such
        claim, loss, damage, liability or action as incurred; provided,
        that
        the Company will not be liable in any such case to the extent that any such
        claim, loss, damage, liability or action arises out of, relates to or is
        based
        upon: (i) any untrue statement or omission or allegation thereof is made
        in
        reliance upon and in conformity with written information furnished to the
        Company by or on behalf of such Holder and stated to be specifically for
        use in
        preparation of such Registration Statement, prospectus or offering circular;
        or
        (ii) the failure of the Holder to comply with the covenants and agreements
        contained in this Agreement respecting sales of Registrable Securities.
        Notwithstanding the foregoing, the Company will not be liable in any such
        case
        where the claim, loss, damage, liability or actions arises out of or is related
        to the failure of the Holder to comply with the covenants and agreements
        contained in this Agreement respecting sales of Registrable Securities, and
        except that the foregoing indemnity agreement is subject to the condition
        that,
        insofar as it relates primarily to any such untrue statement or alleged untrue
        statement or omission or alleged omission made in the preliminary prospectus
        but
        eliminated or remedied in the amended prospectus on file with the SEC at
        the
        time the Registration Statement becomes effective or in the amended prospectus
        filed with the Commission pursuant to Rule 424(b) or in the prospectus subject
        to completion under Rule 434 promulgated under the Securities Act, which
        together meet the requirements of Section 10(a) of the Securities Act (the
        “Final
        Prospectus”),
        such
        indemnity agreement shall not inure to the benefit of any such Holder, any
        such
        underwriter or any such controlling Person, if a copy of the Final Prospectus
        furnished by the Company to the Holder for delivery was not furnished by
        the
        Holder to the Person or entity asserting the loss, liability, claim, damage
        or
        at or prior to the time such furnishing is required by the Securities Act
        and
        the Final Prospectus would have cured the defect giving rise to such loss,
        liability, claim, damage or action.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (b) Each
        Holder will severally, if Registrable Securities held by such Holder are
        included in the securities as to which such registration, qualification or
        compliance is being effected, indemnify the Company, each of its directors
        and
        officers, each underwriter of the Registrable Securities and each Person
        who
        controls the Company within the meaning of Section 15 of the Securities Act,
        against all claims, losses, damages and liabilities (or actions in respect
        thereof), including any of the foregoing incurred in settlement of any
        litigation, commenced or threatened (subject to Section 5.6(c) below), arising
        out of or based on any untrue statement (or alleged untrue statement) of
        a
        material fact contained in any registration statement, prospectus or offering
        circular, or any amendment or supplement thereof, incident to any such
        registration, qualification or compliance, or based on any omission (or alleged
        omission) to state therein a material fact required to be stated therein
        or
        necessary to make the statements therein not misleading, in light of the
        circumstances in which they were made, and will reimburse the Company, such
        directors and officers, each underwriter of the Registrable Securities and
        each
        Person controlling the Company for reasonable legal and any other expenses
        reasonably incurred in connection with investigating or defending any such
        claim, loss, damage, liability or action as incurred, in each case to the
        extent, but only to the extent, that such untrue statement or omission or
        allegation thereof is made in reliance upon and in conformity with written
        information furnished to the Company by or on behalf of the Holder and stated
        to
        be specifically for use in preparation of such registration statement,
        prospectus or offering circular. Notwithstanding the foregoing, in no event
        shall a Holder be liable for (i) any such claims, losses, damages or liabilities
        in excess of the net proceeds received by such Holder in the offering, except
        in
        the event of fraud or intentional misrepresentation by such Holder, or (ii)
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Holder (which consent
        shall not be unreasonably withheld).

      


      (c) Each
        party entitled to indemnification under this Section 5.6 (the “Indemnified
        Party”)
        shall
        give notice to the party required to provide indemnification (the “Indemnifying
        Party”)
        promptly after such Indemnified Party has actual knowledge of any claim as
        to
        which indemnity may be sought, and shall permit the Indemnifying Party to
        assume
        the defense of any such claim or any litigation resulting therefrom, provided
        that counsel for the Indemnifying Party, who shall conduct the defense of
        such
        claim or litigation, shall be approved by the Indemnified Party (whose approval
        shall not unreasonably be withheld), and the Indemnified Party may participate
        in such defense at such Indemnified Party’s expense, and provided further that
        the failure of any Indemnified Party to give notice as provided herein shall
        not
        relieve the Indemnifying Party of its obligations under this Agreement, except
        to the extent that such failure is materially prejudicial to the Indemnifying
        Party in defending such claim or litigation. An Indemnifying Party shall
        not be
        liable for any settlement of an action or claim effected without its written
        consent (which consent will not be unreasonably withheld).

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (d) If
        the
        indemnification provided for in this Section 5.6 is held by a court of competent
        jurisdiction to be unavailable to an Indemnified Party with respect to any
        loss,
        liability, claim, damage or expense referred to therein, then the Indemnifying
        Party, in lieu of indemnifying such Indemnified Party thereunder, shall
        contribute to the amount paid or payable by such Indemnified Party as a result
        of such loss, liability, claim, damage or expense in such proportion as is
        appropriate to reflect the relative fault of the Indemnifying Party on the
        one
        hand and of the Indemnified Party on the other in connection with the statements
        or omissions which resulted in such loss, liability, claim, damage or expense
        as
        well as any other relevant equitable considerations. The relative fault of
        the
        Indemnifying Party and of the Indemnified Party shall be determined by reference
        to, among other things, whether the untrue or alleged untrue statement of
        a
        material fact or the omission to state a material fact relates to information
        supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
        or
        prevent such statement or omission. The Company and the Holders agree that
        it
        would not be just and equitable if contribution pursuant to this Section
        5.6(d)
        was based solely upon the number of entities from whom contribution was
        requested or by any other method of allocation which does not take account
        of
        the equitable considerations referred to above in this Section 5.6(d). The
        amount paid or payable by an Indemnified Party as a result of the losses,
        claims, damages and liabilities (or actions in respect thereof) referred
        to
        above in this Section 5.6(d) shall be deemed to include any legal or other
        expenses reasonably incurred by such Indemnified Party in connection with
        investigating or defending any such action or claim, subject to the provisions
        of Section 5.6(d) hereof. The parties agree that it would not be just and
        equitable if contributions pursuant to this Section 5.6 were determined by
        pro
        rata allocation or by any other method of allocation which does not take
        account
        of the equitable considerations as set forth in this Section 5.6.
        Notwithstanding the provisions of this Section 5.6(d), in no event shall
        a
        Holder be required to contribute any amount or make any other payments under
        this Agreement which in the aggregate exceed the net proceeds received by
        such
        Holder from the sale of Registrable Securities covered by such Registration
        Statement. No Person guilty of fraudulent misrepresentation (within the meaning
        of the Securities Act) shall be entitled to contribution from any Person
        who was
        not guilty of such fraudulent misrepresentation. 

      


      5.7 (a) Each
        Holder agrees that, upon receipt of any notice from the Company of (i) the
        need
        for an amendment or supplement to the Registration Statement or the prospectus
        forming a part thereof, (ii) that the Board of Directors has determined in
        good
        faith that offers and sales pursuant to the prospectus forming part of the
        Registration Statement should not be made by reason of the presence of material
        undisclosed circumstances or developments with respect to which the disclosure
        that would be required in the Registration Statement would be premature or
        would
        have a Material Adverse Effect or (iii) in connection with a primary
        underwritten offering of equity securities of the Company, each Holder will
        forthwith discontinue disposition of Registrable Securities pursuant to the
        Registration Statement contemplated by Section 6.2 until its receipt of copies
        of the supplemented or amended prospectus from the Company or confirmation
        of
        the filing of such report with the SEC by the Company, any such prospectus
        to be
        forwarded promptly to the Holder by the Company, and, if so directed by the
        Company, each Holder shall deliver to the Company all copies, other than
        permanent file copies then in such Holder’s possession, of the prospectus
        covering such Registrable Securities current at the time of receipt of such
        notice; provided,
        that
        the Company, may suspend the disposition of Registrable Securities pursuant
        to
        the Registration Statement pursuant to clause (ii) above not more than one
        time
        (not to exceed 30 days) during any three month period, nor more than two
        times
        (not to exceed 30 days each) in any twelve-month period.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (b) As
        a
        condition to the inclusion of its Registrable Securities, each Holder shall
        furnish to the Company such information regarding such Holder and the
        distribution proposed by such Holder as the Company may reasonably request
        in
        writing or as shall be required in connection with any registration,
        qualification or compliance referred to in this Article 6, including the
        information required by the Registration Questionnaire attached hereto as
        Exhibit
        C.

      


      (c) Each
        Holder hereby covenants with the Company not to make any sale of the Registrable
        Securities without effectively causing the prospectus delivery requirements
        under the Securities Act to be satisfied.

      


      (d) Each
        Holder acknowledges and agrees that the Registrable Securities sold pursuant
        to
        the Registration Statement described in this Section are not transferable
        on the
        books of the Company unless the stock certificate submitted to the transfer
        agent evidencing such Registrable Securities is accompanied by a certificate
        reasonably satisfactory to the Company to the effect that (i) the
        Registrable Securities have been sold in accordance with such Registration
        Statement and (ii) the requirement of delivering a current prospectus has
        been satisfied.

      


      (e) Each
        Holder agrees not to take any action with respect to any distribution deemed
        to
        be made pursuant to such registration statement which would constitute a
        violation of Regulation M under the Exchange Act or any other applicable
        rule,
        regulation or law. 

      


      (f) At
        the
        end of the period during which the Company is obligated to keep the Registration
        Statement current and effective as described above, the Holders of Registrable
        Securities included in the Registration Statement shall discontinue sales
        of
        shares pursuant to such Registration Statement upon receipt of notice from
        the
        Company of its intention to remove from registration the shares covered by
        such
        Registration Statement which remain unsold, and such Holders shall notify
        the
        Company of the number of shares registered which remain unsold immediately
        upon
        receipt of such notice from the Company.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      5.8 With
        a
        view to making available to the Holders the benefits of certain rules and
        regulations of the SEC which at any time permit the sale of the Registrable
        Securities to the public without registration, the Company shall use
        commercially reasonable efforts to:

      


      (a) make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144 under the Securities Act, at all times;

      


      (b) file
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the Exchange Act; and 

      


      (c) so
        long
        as a Holder owns any unregistered Registrable Securities, furnish to such
        Holder, upon any reasonable request, a written statement by the Company as
        to
        its compliance with Rule 144 under the Securities Act, and of the Exchange
        Act, a copy of the most recent annual or quarterly report of the Company,
        and
        such other reports and documents of the Company as such Holder may reasonably
        request in availing itself of any rule or regulation of the SEC allowing
        a
        Holder to sell any such securities without registration.

      


      5.9 The
        right
        to cause the Company to register Registrable Securities granted to the Holders
        by the Company under Section 5.2 may be assigned in full by a Holder in
        connection with a transfer by such Holder of its Registrable Securities,
        but
        only if: (i) such transfer may otherwise be effected in accordance with
        applicable securities laws; (ii) such Holder gives prior written notice of
        the
        proposed transfer to the Company including the name and address of such
        transferee and a copy of the transfer documents and agreements; (iii) such
        transferee agrees in writing with the Company to be bound by and comply with
        the
        terms and provisions of this Agreement; (iv) the transferee is an “accredited
        investor” as that term is defined in Rule 501 of Regulation D; and (v) such
        transfer is otherwise in compliance with this Agreement. Except as specifically
        permitted by this Section 5.9, the rights of a Holder with respect to
        Registrable Securities as set out herein shall not be transferable to any
        other
        Person, the Company may impose stop transfer orders with respect to any such
        transfer or attempted transfer, and any such transfer or attempted transfer
        shall be null and void.

      


      5.10 A
        Holder
        may request that the Company remove, and the Company agrees to authorize
        the
        removal of any legend from the Registrable Securities (i) following any sale
        of
        the Registrable Securities pursuant to an effective Registration Statement
        as
        provided under Section 5.7(d) above, or (ii) if such Registrable Securities
        are
        eligible for sale under Rule 144(k) under the Securities Act or under any
        no-action letter issued by the SEC. Following
        the time a legend is no longer required for any Registrable Securities
        hereunder, the Company will, no later than three (3) Business Days following
        the
        delivery by a Holder to the Company or the Company’s transfer agent of a
        legended certificate representing such Registrable Securities, accompanied
        by
        such additional information as the Company or the Company's transfer agent
        may
        reasonably request, deliver or cause to be delivered to such Holder a
        certificate representing such Registrable Securities that is free from all
        restrictive and other legends.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      VI. MISCELLANEOUS

      


      6.1 Any
        notice or other communication given hereunder shall be deemed sufficient
        if in
        writing and sent by registered or certified mail, return receipt requested,
        or
        delivered by hand against written receipt therefor, addressed as
        follows:

      


      if
        to the
        Company, to it at:

      


      Cougar
        Biotechnology, Inc.

      10940
        Wilshire Blvd., Suite 600

      Los
        Angeles, California 90024

      Facsimile:
        (310) 443-4210

      Attn:
        President

      


      With
        a
        copy to:

      


      Maslon
        Edelman Borman & Brand, LLP

      90
        South
        Seventh Street, Suite 3300

      Minneapolis,
        Minnesota 55402

      Facsimile:
        (612) 642-8343

      Attn:
        Christopher Melsha, Esq.

      


      Paramount
        BioCapital, Inc.

      787
        Seventh Avenue, 48th
        Floor

      New
        York,
        NY 10019

      Facsimile:
        (212) 554-4355

      Attn:
        Basil Christakos

      


      SG
        Cowen
& Co. LLC

      Private
        Equity Group

      1221
        Ave.
        of the Americas

      New
        York,
        NY 10020

      Facsimile:
        (212) 278-5503

      Attn:
        Charles Mathers

      


      if
        to the
        Subscriber, to the Subscriber’s address indicated on the signature page of this
        Agreement. 

      


      Notices
        shall be deemed to have been given or delivered on the date of mailing, except
        notices of change of address, which shall be deemed to have been given or
        delivered when received.

      


      6.2 Except
        as
        otherwise provided herein, this Agreement shall not be changed, modified
        or
        amended except by a writing signed by the parties to be charged, and this
        Agreement may not be discharged except by performance in accordance with
        its
        terms or by a writing signed by the party to be charged.

      


      6.3 Subject
        to the provisions of Section 5.9, this Agreement shall be binding upon and
        inure
        to the benefit of the parties hereto and to their respective heirs, legal
        representatives, successors and assigns. This Agreement sets forth the entire
        agreement and understanding between the parties as to the subject matter
        hereof
        and merges and supersedes all prior discussions, agreements and understandings
        of any and every nature among them.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      6.4 Upon
        the
        execution and delivery of this Agreement by the Subscriber, this Agreement
        shall
        become a binding obligation of the Subscriber with respect to the purchase
        of
        Units as herein provided, subject, however, to the right hereby reserved
        by the
        Company to enter into the same agreements with other subscribers and to add
        and/or delete other persons as subscribers. 

      


      6.5 NOTWITHSTANDING
        THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
        THE
        PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
        CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE AND PROCEDURAL
        LAWS
        OF THE STATE OF DELAWARE WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS
        OF LAW. 

      


      6.6 The
        holding of any provision of this Agreement to be invalid or unenforceable
        by a
        court of competent jurisdiction shall not affect any other provision of this
        Agreement, which shall remain in full force and effect. If any provision
        of this
        Agreement shall be declared by a court of competent jurisdiction to be invalid,
        illegal or incapable of being enforced in whole or in part, such provision
        shall
        be interpreted so as to remain enforceable to the maximum extent permissible
        consistent with applicable law and the remaining conditions and provisions
        or
        portions thereof shall nevertheless remain in full force and effect and
        enforceable to the extent they are valid, legal and enforceable, and no
        provisions shall be deemed dependent upon any other covenant or provision
        unless
        so expressed herein.

      


      6.7 It
        is
        agreed that a waiver by either party of a breach of any provision of this
        Agreement shall not operate, or be construed, as a waiver of any subsequent
        breach by that same party.

      


      6.8 The
        parties agree to execute and deliver all such further documents, agreements
        and
        instruments and take such other and further action as may be necessary or
        appropriate to carry out the purposes and intent of this Agreement.

      


      6.9 This
        Agreement may be executed in two or more counterparts each of which shall
        be
        deemed an original, but all of which shall together constitute one and the
        same
        instrument.

      


      6.10 Nothing
        in this Agreement shall create or be deemed to create any rights in any person
        or entity not a party to this Agreement, except (a) for the holders of
        Registrable Securities, (b) for the Placement Agents pursuant to Sections
        1.6(a), 1.12, 2.10 and 4.2(f) hereof, and (c) that the Placement Agents may
        rely
        upon the representation and acknowledgements of the Subscriber in Articles
        I and
        VII hereof and (ii) the representations and warranties of the Company in
        Article
        II hereof.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      VII. CONFIDENTIAL
        INVESTOR QUESTIONNAIRE

      


      7.1 The
        Subscriber represents and warrants that he, she or it comes within one category
        marked below, and that for any category marked, he, she or it has truthfully
        set
        forth, where applicable, the factual basis or reason the Subscriber comes
        within
        that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
        CONFIDENTIAL except as otherwise required by law. The undersigned agrees
        to
        furnish any additional information which the Company deems necessary in order
        to
        verify the answers set forth below.

      


      
        	
                Category
                  A  ___

              	 	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  whose
                  individual net worth, or joint net worth with his or her spouse,
                  presently
                  exceeds $1,000,000.

              
	 	 	 
	 	 	
                Explanation:
                  In calculating net worth you may include equity in personal property
                  and
                  real estate, including your principal residence, cash, short-term
                  investments, stock and securities. Equity in personal property
                  and real
                  estate should be based on the fair market value of such property
                  less debt
                  secured by such property.

              
	 	 	 
	
                Category
                  B  ___

              	 	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  who
                  had an income in excess of $200,000 in each of the two most recent
                  years,
                  or joint income with his or her spouse in excess of $300,000 in
                  each of
                  those years (in each case including foreign income, tax exempt
                  income and
                  full amount of capital gains and losses but excluding any income
                  of other
                  family members and any unrealized capital appreciation) and has
                  a
                  reasonable expectation of reaching the same income level in the
                  current
                  year.

              
	 	 	 
	
                Category
                  C  ___

              	 	
                The
                  undersigned is a director or executive officer of the Company which
                  is
                  issuing and selling the Units.

              
	 	 	 
	
                Category
                  D  ___

              	 	
                The
                  undersigned is a bank; a savings and loan association; insurance
                  company;
                  registered investment company; registered business development
                  company;
                  licensed small business investment company (“SBIC”); or employee benefit
                  plan within the meaning of Title 1 of ERISA and (a) the investment
                  decision is made by a plan fiduciary which is either a bank, savings
                  and
                  loan association, insurance company or registered investment advisor,
                  or
                  (b) the plan has total assets in excess of $5,000,000 or (c) is
                  a self
                  directed plan with investment decisions made solely by persons
                  that are
                  accredited investors. (describe
                  entity)

              
	 	 	 

	 	 	 



      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	
                Category
                  E  ___

              	 	
                The
                  undersigned is a private business development company as defined
                  in
                  section 202(a)(22) of the Investment Advisors Act of 1940. (describe
                  entity)
                  

              
	 	 	 

	 	 	  

	 	 	 
	
                Category
                  F  ___

              	 	
                The
                  undersigned is either a corporation, partnership, Massachusetts
                  business
                  trust, or non-profit organization within the meaning of Section
                  501(c)(3)
                  of the Internal Revenue Code, in each case not formed for the specific
                  purpose of acquiring the Units and with total assets in excess
                  of
                  $5,000,000.(describe
                  entity)

              
	 	 	 
	
                Category
                  G  ___

              	 	
                The
                  undersigned is a trust with total assets in excess of $5,000,000,
                  not
                  formed for the specific purpose of acquiring the Units, where the
                  purchase
                  is directed by a “sophisticated investor” as defined in Regulation
                  506(b)(2)(ii) under the Act.

              
	 	 	 
	
                Category
                  H  ___

              	 	
                The
                  undersigned is an entity (other than a trust) in which all of the
                  equity
                  owners are “accredited investors” within one or more of the above
                  categories. If relying upon this Category alone, each equity owner
                  must
                  complete a separate copy of this Agreement. (describe
                  entity)

              
	 	 	 
	
                Category
                  I  ___

              	 	
                The
                  undersigned is not within any of the categories above and is therefore
                  not
                  an accredited investor.

              


      

       

      The
        undersigned agrees that the undersigned will notify the Company at any time
        on
        or prior to the Closing Date in the event that the representations and
        warranties in this Agreement shall cease to be true, accurate and
        complete.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      7.2 SUITABILITY.
        (please
        answer each question)

      


      (a)
        For
        an individual Subscriber, please describe your current employment, including
        the
        company by which you are employed and its principal business:

       

      
        

      

    

    
      

    

    
      

    

    
      

    

     

    (b)
      For
      an individual Subscriber, please describe any college or graduate degrees held
      by you:

     

    
      

      

    

    
      
 


    (c)
      For
      all Subscribers, please list types of prior investments:

    
       

      
        

        

      

      
        

      

    

    


    (d) For
      all
      Subscribers, please state whether you have you participated in other
private
      placements
      before:

    


    YES_______   NO_______

    


    (e)
      If
      your answer to question 8.2(d) above was “YES”, please indicate frequency of
      such prior participation in private
      placements
      of:

    


    
      	 	 	
              
                Public
                  Companies

              

            	 	
              
                Private
                  Companies

              

            	 	
              
                Public
                  or Private Biopharmaceutical
                  Companies

              

            	 
	
              Frequently

            	 	 
	
               

            	 	 
	
               

            	 	 
	
               

            	 
	
              Occasionally

            	 	 
	
               

            	 	 
	
               

            	 	 
	
               

            	 
	
              Never

            	 	 
	
               

            	 	 
	
               

            	 	 
	
               

            	 


    

     

     

    (f)
      For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:

    


    YES_______   NO_______

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (g)
      For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:


    


    YES_______   NO_______

    


    (h)
      For
      all Subscribers, do you have any other investments or contingent liabilities
      which you reasonably anticipate could cause you to need sudden cash requirements
      in excess of cash readily available to you: 

    


    YES_______   NO_______

    


    (i)
      For
      all Subscribers, are you familiar with the risk aspects and the non-liquidity
      of
      investments such as the securities for which you seek to subscribe?

    


    YES_______   NO_______

    


    


    (j)
      For
      all Subscribers, do you understand that there is no guarantee of financial
      return on this investment and that you run the risk of losing your entire
      investment?

    


    YES_______   NO_______

    


    7.3 MANNER
      IN WHICH TITLE IS TO BE HELD.
      (circle
      one)

    


    
      	 	
              (a)

            	
              Individual
                Ownership

            
	 	
              (b)

            	
              Community
                Property

            
	 	
              (c)

            	
              Joint
                Tenant with Right of Survivorship (both parties must
                sign)

            
	 	
              (d)

            	
              Partnership*

            
	 	
              (e)

            	
              Tenants
                in Common

            
	 	
              (f)

            	
              Company*

            
	 	
              (g)

            	
              Trust*

            
	 	
              (h)

            	
              Other

            


    

     

    *If
      Units
      are being subscribed for by an entity, the attached Certificate of Signatory
      must also be completed.

    


    7.4 NASD
      AFFILIATION.

    


    Are
      you
      affiliated or associated with an NASD member firm (please check
      one):

    


    Yes
      _________  No
      __________

    


    If
      Yes,
      please describe:

    ___________________________________________________________________________

    ___________________________________________________________________________

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    *If
      Subscriber is a Registered Representative with an NASD member firm, have the
      following acknowledgment signed by the appropriate party:

    


    The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

    


     

    
      	
              

              Name
                of NASD Member Firm

            	 	 
	 	 	 	 
	By:	
            	Date:	
            
	 	
              

              Authorized
                Officer

            	 	
              

            


    

    


    7.5 The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained in this Article VIII and such answers have been provided under the
      assumption that the Company will rely on them.

     

    Signature:
       _____________________________________________

     

    _____________________________________________

    (If
      purchased jointly)


    


    Print
      Name: _____________________________________________

     

    _____________________________________________

    (If
      purchased jointly)

    


    Date:          
      _____________________________________________

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    NUMBER
      OF UNITS = ______________
      x $1.73 = $______________
      (TOTAL INVESTMENT)

    


    
      	 	 	 
	
              Signature

            	 	
              Signature
                (if purchasing jointly)

            
	 	 	 
	 	 	 
	
              Name
                Typed or Printed

            	 	
              Name
                Typed or Printed

            
	 	 	 
	 	 	 
	
              Entity
                Name

            	 	
              Entity
                Name

            
	 	 	 
	 	 	 
	
              Address

            	 	
              Address

            
	 	 	 
	 	 	 
	
              City,
                State and Zip Code

            	 	
              City,
                State and Zip Code

            
	 	 	 
	 	 	 
	
              Telephone-Business

            	 	
              Telephone—Business

            
	 	 	 
	 	 	 
	
              Telephone-Residence

            	 	
              Telephone--Residence

            
	 	 	 
	 	 	 
	
              Facsimile-Business

            	 	
              Facsimile--Business

            
	 	 	 
	 	 	 
	
              Facsimile-Residence

            	 	
              Facsimile--Residence

            
	 	 	 
	 	 	 
	
              Tax
                ID # or Social Security #

            	 	
              Tax
                ID # or Social Security #

            
	 	 	 
	
              Name
                in which securities should be issued:

            	 	 


    

     

    ACKNOWLEDGEMENT
      PURSUANT TO SECTION 1.25: ______ [please initial]

     

    Dated:
      ___________,
      2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Subscription Agreement is agreed to and accepted as of
      ___________________________ ,
      2006.

      

    
      	 	 	 
	 	
              COUGAR
                BIOTECHNOLOGY, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                Alan Auerbach

              Title: President
                and Chief Executive Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE
      OF SIGNATORY

    


    (To
      be
      completed if Units are

    being
      subscribed for by an entity)

    


    I,____________________________,
      am the____________________________ of __________________________________________
      (the "Entity").

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the Securities
      comprising the Units, and certify further that the Subscription Agreement has
      been duly and validly executed on behalf of the Entity and constitutes a legal
      and binding obligation of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this ________ day of
      _________________,______

    
        

      
        	 	 	 
	 	
                

                 (Signature)

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Exhibit
        A

    

    Delaware
      General Corporation Law

    Section
      262

    


    Appraisal
      Rights


     

    The
      following is the complete text of Section 262 of the Delaware General
      Corporation Law:

     

    §
      262. Appraisal rights.

     

    (a)
      Any
      stockholder of a corporation of this State who holds shares of stock on the
      date
      of the making of a demand pursuant to subsection (d) of this section with
      respect to such shares, who continuously holds such shares through the effective
      date of the merger or consolidation, who has otherwise complied with subsection
      (d) of this section and who has neither voted in favor of the merger or
      consolidation nor consented thereto in writing pursuant to § 228 of this title
      shall be entitled to an appraisal by the Court of Chancery of the fair value
      of
      the stockholder's shares of stock under the circumstances described in
      subsections (b) and (c) of this section. As used in this section, the word
      “stockholder” means a holder of record of stock in a stock corporation and also
      a member of record of a nonstock corporation; the words “stock” and “share” mean
      and include what is ordinarily meant by those words and also membership or
      membership interest of a member of a nonstock corporation; and the words
“depository receipt” mean a receipt or other instrument issued by a depository
      representing an interest in one or more shares, or fractions thereof, solely
      of
      stock of a corporation, which stock is deposited with the depository.


     

    (b)
      Appraisal rights shall be available for the shares of any class or series of
      stock of a constituent corporation in a merger or consolidation to be effected
      pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this
      title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title: 

     

    (1)
      Provided, however, that no appraisal rights under this section shall be
      available for the shares of any class or series of stock, which stock, or
      depository receipts in respect thereof, at the record date fixed to determine
      the stockholders entitled to receive notice of and to vote at the meeting of
      stockholders to act upon the agreement of merger or consolidation, were either
      (i) listed on a national securities exchange or designated as a national market
      system security on an interdealer quotation system by the National Association
      of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders;
      and further provided that no appraisal rights shall be available for any shares
      of stock of the constituent corporation surviving a merger if the merger did
      not
      require for its approval the vote of the stockholders of the surviving
      corporation as provided in subsection (f) of § 251 of this title. 

     

    (2)
      Notwithstanding paragraph (1) of this subsection, appraisal rights under this
      section shall be available for the shares of any class or series of stock of
      a
      constituent corporation if the holders thereof are required by the terms of
      an
      agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263
      and 264 of this title to accept for such stock anything except: 

     

    a.
      Shares
      of stock of the corporation surviving or resulting from such merger or
      consolidation, or depository receipts in respect thereof; 

     

    b.
      Shares
      of stock of any other corporation, or depository receipts in respect thereof,
      which shares of stock (or depository receipts in respect thereof) or depository
      receipts at the effective date of the merger or consolidation will be either
      listed on a national securities exchange or designated as a national market
      system security on an interdealer quotation system by the National Association
      of Securities Dealers, Inc. or held of record by more than 2,000 holders;


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Exhibit
        A

    

     

    c.
      Cash
      in lieu of fractional shares or fractional depository receipts described in
      the
      foregoing subparagraphs a. and b. of this paragraph; or 

     

    d.
      Any
      combination of the shares of stock, depository receipts and cash in lieu of
      fractional shares or fractional depository receipts described in the foregoing
      subparagraphs a., b. and c. of this paragraph. 

     

    (3)
      In
      the event all of the stock of a subsidiary Delaware corporation party to a
      merger effected under § 253 of this title is not owned by the parent corporation
      immediately prior to the merger, appraisal rights shall be available for the
      shares of the subsidiary Delaware corporation. 

     

    (c)
      Any
      corporation may provide in its certificate of incorporation that appraisal
      rights under this section shall be available for the shares of any class or
      series of its stock as a result of an amendment to its certificate of
      incorporation, any merger or consolidation in which the corporation is a
      constituent corporation or the sale of all or substantially all of the assets
      of
      the corporation. If the certificate of incorporation contains such a provision,
      the procedures of this section, including those set forth in subsections (d)
      and
      (e) of this section, shall apply as nearly as is practicable. 

     

    (d)
      Appraisal rights shall be perfected as follows: 

     

    (1)
      If a
      proposed merger or consolidation for which appraisal rights are provided under
      this section is to be submitted for approval at a meeting of stockholders,
      the
      corporation, not less than 20 days prior to the meeting, shall notify each
      of
      its stockholders who was such on the record date for such meeting with respect
      to shares for which appraisal rights are available pursuant to subsection (b)
      or
      (c) hereof that appraisal rights are available for any or all of the shares
      of
      the constituent corporations, and shall include in such notice a copy of this
      section. Each stockholder electing to demand the appraisal of such stockholder's
      shares shall deliver to the corporation, before the taking of the vote on the
      merger or consolidation, a written demand for appraisal of such stockholder's
      shares. Such demand will be sufficient if it reasonably informs the corporation
      of the identity of the stockholder and that the stockholder intends thereby
      to
      demand the appraisal of such stockholder's shares. A proxy or vote against
      the
      merger or consolidation shall not constitute such a demand. A stockholder
      electing to take such action must do so by a separate written demand as herein
      provided. Within 10 days after the effective date of such merger or
      consolidation, the surviving or resulting corporation shall notify each
      stockholder of each constituent corporation who has complied with this
      subsection and has not voted in favor of or consented to the merger or
      consolidation of the date that the merger or consolidation has become effective;
      or 

     

    (2)
      If
      the merger or consolidation was approved pursuant to § 228 or § 253 of this
      title, then either a constituent corporation before the effective date of the
      merger or consolidation or the surviving or resulting corporation within 10
      days
      thereafter shall notify each of the holders of any class or series of stock
      of
      such constituent corporation who are entitled to appraisal rights of the
      approval of the merger or consolidation and that appraisal rights are available
      for any or all shares of such class or series of stock of such constituent
      corporation, and shall include in such notice a copy of this section. Such
      notice may, and, if given on or after the effective date of the merger or
      consolidation, shall, also notify such stockholders of the effective date of
      the
      merger or consolidation. Any stockholder entitled to appraisal rights may,
      within 20 days after the date of mailing of such notice, demand in writing
      from
      the surviving or resulting corporation the appraisal of such holder's shares.
      Such demand will be sufficient if it reasonably informs the corporation of
      the
      identity of the stockholder and that the stockholder intends thereby to demand
      the appraisal of such holder's shares. If such notice did not notify
      stockholders of the effective date of the merger or consolidation, either (i)
      each such constituent corporation shall send a second notice before the
      effective date of the merger or consolidation notifying each of the holders
      of
      any class or series of stock of such constituent corporation that are entitled
      to appraisal rights of the effective date of the merger or consolidation or
      (ii)
      the surviving or resulting corporation shall send such a second notice to all
      such holders on or within 10 days after such effective date; provided, however,
      that if such second notice is sent more than 20 days following the sending
      of
      the first notice, such second notice need only be sent to each stockholder
      who
      is entitled to appraisal rights and who has demanded appraisal of such holder's
      shares in accordance with this subsection. An affidavit of the secretary or
      assistant secretary or of the transfer agent of the corporation that is required
      to give either notice that such notice has been given shall, in the absence
      of
      fraud, be prima facie evidence of the facts stated therein. For purposes of
      determining the stockholders entitled to receive either notice, each constituent
      corporation may fix, in advance, a record date that shall be not more than
      10
      days prior to the date the notice is given, provided, that if the notice is
      given on or after the effective date of the merger or consolidation, the record
      date shall be such effective date. If no record date is fixed and the notice
      is
      given prior to the effective date, the record date shall be the close of
      business on the day next preceding the day on which the notice is given.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        A

       

    

    (e)
      Within 120 days after the effective date of the merger or consolidation, the
      surviving or resulting corporation or any stockholder who has complied with
      subsections (a) and (d) hereof and who is otherwise entitled to appraisal
      rights, may file a petition in the Court of Chancery demanding a determination
      of the value of the stock of all such stockholders. Notwithstanding the
      foregoing, at any time within 60 days after the effective date of the merger
      or
      consolidation, any stockholder shall have the right to withdraw such
      stockholder's demand for appraisal and to accept the terms offered upon the
      merger or consolidation. Within 120 days after the effective date of the merger
      or consolidation, any stockholder who has complied with the requirements of
      subsections (a) and (d) hereof, upon written request, shall be entitled to
      receive from the corporation surviving the merger or resulting from the
      consolidation a statement setting forth the aggregate number of shares not
      voted
      in favor of the merger or consolidation and with respect to which demands for
      appraisal have been received and the aggregate number of holders of such shares.
      Such written statement shall be mailed to the stockholder within 10 days after
      such stockholder's written request for such a statement is received by the
      surviving or resulting corporation or within 10 days after expiration of the
      period for delivery of demands for appraisal under subsection (d) hereof,
      whichever is later. 

     

    (f)
      Upon
      the filing of any such petition by a stockholder, service of a copy thereof
      shall be made upon the surviving or resulting corporation, which shall within
      20
      days after such service file in the office of the Register in Chancery in which
      the petition was filed a duly verified list containing the names and addresses
      of all stockholders who have demanded payment for their shares and with whom
      agreements as to the value of their shares have not been reached by the
      surviving or resulting corporation. If the petition shall be filed by the
      surviving or resulting corporation, the petition shall be accompanied by such
      a
      duly verified list. The Register in Chancery, if so ordered by the Court, shall
      give notice of the time and place fixed for the hearing of such petition by
      registered or certified mail to the surviving or resulting corporation and
      to
      the stockholders shown on the list at the addresses therein stated. Such notice
      shall also be given by 1 or more publications at least 1 week before the day
      of
      the hearing, in a newspaper of general circulation published in the City of
      Wilmington, Delaware or such publication as the Court deems advisable. The
      forms
      of the notices by mail and by publication shall be approved by the Court, and
      the costs thereof shall be borne by the surviving or resulting corporation.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        A

       

    

    (g)
      At
      the hearing on such petition, the Court shall determine the stockholders who
      have complied with this section and who have become entitled to appraisal
      rights. The Court may require the stockholders who have demanded an appraisal
      for their shares and who hold stock represented by certificates to submit their
      certificates of stock to the Register in Chancery for notation thereon of the
      pendency of the appraisal proceedings; and if any stockholder fails to comply
      with such direction, the Court may dismiss the proceedings as to such
      stockholder. 

     

    (h)
      After
      determining the stockholders entitled to an appraisal, the Court shall appraise
      the shares, determining their fair value exclusive of any element of value
      arising from the accomplishment or expectation of the merger or consolidation,
      together with a fair rate of interest, if any, to be paid upon the amount
      determined to be the fair value. In determining such fair value, the Court
      shall
      take into account all relevant factors. In determining the fair rate of
      interest, the Court may consider all relevant factors, including the rate of
      interest which the surviving or resulting corporation would have had to pay
      to
      borrow money during the pendency of the proceeding. Upon application by the
      surviving or resulting corporation or by any stockholder entitled to participate
      in the appraisal proceeding, the Court may, in its discretion, permit discovery
      or other pretrial proceedings and may proceed to trial upon the appraisal prior
      to the final determination of the stockholder entitled to an appraisal. Any
      stockholder whose name appears on the list filed by the surviving or resulting
      corporation pursuant to subsection (f) of this section and who has submitted
      such stockholder's certificates of stock to the Register in Chancery, if such
      is
      required, may participate fully in all proceedings until it is finally
      determined that such stockholder is not entitled to appraisal rights under
      this
      section. 

     

    (i)
      The
      Court shall direct the payment of the fair value of the shares, together with
      interest, if any, by the surviving or resulting corporation to the stockholders
      entitled thereto. Interest may be simple or compound, as the Court may direct.
      Payment shall be so made to each such stockholder, in the case of holders of
      uncertificated stock forthwith, and the case of holders of shares represented
      by
      certificates upon the surrender to the corporation of the certificates
      representing such stock. The Court's decree may be enforced as other decrees
      in
      the Court of Chancery may be enforced, whether such surviving or resulting
      corporation be a corporation of this State or of any state. 

     

    (j)
      The
      costs of the proceeding may be determined by the Court and taxed upon the
      parties as the Court deems equitable in the circumstances. Upon application
      of a
      stockholder, the Court may order all or a portion of the expenses incurred
      by
      any stockholder in connection with the appraisal proceeding, including, without
      limitation, reasonable attorney's fees and the fees and expenses of experts,
      to
      be charged pro rata against the value of all the shares entitled to an
      appraisal. 

     

    (k)
      From
      and after the effective date of the merger or consolidation, no stockholder
      who
      has demanded appraisal rights as provided in subsection (d) of this section
      shall be entitled to vote such stock for any purpose or to receive payment
      of
      dividends or other distributions on the stock (except dividends or other
      distributions payable to stockholders of record at a date which is prior to
      the
      effective date of the merger or consolidation); provided, however, that if
      no
      petition for an appraisal shall be filed within the time provided in subsection
      (e) of this section, or if such stockholder shall deliver to the surviving
      or
      resulting corporation a written withdrawal of such stockholder's demand for
      an
      appraisal and an acceptance of the merger or consolidation, either within 60
      days after the effective date of the merger or consolidation as provided in
      subsection (e) of this section or thereafter with the written approval of the
      corporation, then the right of such stockholder to an appraisal shall cease.
      Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
      shall be dismissed as to any stockholder without the approval of the Court,
      and
      such approval may be conditioned upon such terms as the Court deems just.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        A

       

    

    (l)
      The
      shares of the surviving or resulting corporation to which the shares of such
      objecting stockholders would have been converted had they assented to the merger
      or consolidation shall have the status of authorized and unissued shares of
      the
      surviving or resulting corporation. 

     

    History

     

    (8
      Del.
      C. 1953, § 262; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 24; 57 Del. Laws,
      c. 148, §§ 27-29; 59 Del. Laws, c. 106, § 12; 60 Del. Laws, c. 371, §§ 3-12; 63
      Del. Laws, c. 25, § 14; 63 Del. Laws, c. 152, §§ 1, 2; 64 Del. Laws, c. 112, §§
46-54; 66 Del. Laws, c. 136, §§ 30-32; 66 Del. Laws, c. 352, § 9; 67 Del. Laws,
      c. 376, §§ 19, 20; 68 Del. Laws, c. 337, §§ 3, 4; 69 Del. Laws, c. 61, § 10; 69
      Del. Laws, c. 262, §§ 1-9; 70 Del. Laws, c. 79, § 16; 70 Del. Laws, c. 186, § 1;
      70 Del. Laws, c. 299, §§ 2, 3; 70 Del. Laws, c. 349, § 22; 71 Del. Laws, c. 120,
§ 15; 71 Del. Laws, c. 339, §§ 49-52; 73 Del. Laws, c. 82, § 21.)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        B

    

     

    Legal
      Opinion


    


    1. The
      Company (a) is a corporation validly existing in good standing under the laws
      of
      the State of Delaware and (b) has the corporate power to own its property,
      to
      conduct the business in which it is engaged, to execute and deliver each of
      the
      Transaction Documents to which it is a party and to perform its obligations
      thereunder. 

    


    2. The
      Company has duly authorized, executed and delivered each of the Transaction
      Documents and each such Transaction Document constitutes the legal, valid and
      binding obligation of the Company and is enforceable against the Company in
      accordance with its terms.

    


    3. The
      shares of Preferred Stock and Common Stock being issued pursuant to the
      Subscription Agreement have been duly authorized and, when delivered and paid
      for pursuant to the Subscription Agreement, will be validly issued, fully paid
      and nonassessable, and the issuance thereof will not violate any statutory
      or
      contractual preemptive or similar rights.

    


    4. Upon
      the
      due exercise of the Placement Warrants, the Common Stock issuable upon such
      exercise will be validly issued, fully paid and non-assessable. The Company
      has
      reserved a sufficient number of shares of Common Stock for issuance upon the
      exercise of the Placement Warrants.

    


    5. The
      execution, delivery and performance of the Transaction Documents by the Company
      and the issuance and sale of the Securities and the exchange of the Securities
      in the Merger does not and will not conflict with or result in a breach or
      violation of any of the terms and provisions of, or constitute a default under
      (i) the Company’s Certificate of Incorporation or bylaws, (ii) any federal law
      or the Delaware General Corporation Law, or, to our knowledge, any other
      statute, rule, regulation or order of any governmental agency or body or any
      court, domestic or foreign, known to us and having jurisdiction over the Company
      or any of its respective assets or properties, or (iii) any of the material
      agreements and instruments described in the officer’s certificate attached
      hereto.

    


    6. Except
      as
      described in the Memorandum, to our knowledge, there are no pending actions,
      suits or proceedings against or affecting the Company.

    


    7. Assuming
      the accuracy of the representations of the Subscribers contained in the
      Subscription Agreement and
      the
      accuracy of the representations of the Placement Agents to the Company regarding
      the offering and sale of the Securities, the initial sale of the Securities
      as
      contemplated by the Subscription Agreements is exempt from the registration
      and
      prospectus delivery requirements of the Securities Act of 1933, as
      amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit
          B

      

       

    

    8. We
      have
      participated in the preparation of the Memorandum and in discussions with
      officers and other representatives of the Company, at which time the contents
      of
      the Memorandum and related matters were discussed. In the course of those
      discussions and our participation in the preparation of the Memorandum, nothing
      has come to our attention that causes us to believe that the Memorandum (other
      than the financial statements including the notes thereto and other financial,
      statistical and accounting data included in the Memorandum or the exhibits
      thereto, as to which we express no view), contains any untrue statement of
      a
      material fact or omits to state a material fact necessary in order to make
      the
      statements therein not misleading in light of the circumstances in which they
      were made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        C



    Cougar
      Biotechnology, Inc.

    


    REGISTRATION
      QUESTIONNAIRE 

    FOR

    SELLING
      STOCKHOLDERS

     

    Name:
      ________________________________

    (Please
      Print)


    


    This
      questionnaire is intended to provide information for a registration statement
      (the “Registration Statement”) to be filed by Cougar Biotechnology, Inc. (the
“Company”) covering the resale of the Cougar Common Stock and Cougar Preferred
      Stock acquired by you as contemplated by the accompanying Subscription
      Agreement. Please complete (attaching separate sheets if additional space is
      needed), date and sign this questionnaire and return it together with your
      completed subscription agreement. 

    


    PLEASE
      ANSWER EVERY QUESTION. If a question is inapplicable to you or your answer
      is in
      the negative, please so state by inserting “N/A.” If you are in doubt whether a
      particular question requires an affirmative response from you, please furnish
      full particulars so that those persons responsible for preparing the
      Registration Statement and Prospectus can determine whether any disclosure
      based
      on your answer is required. Information requested in this questionnaire is
      as of
      the date you complete the questionnaire, unless otherwise indicated. Your
      furnishing such information does not necessarily mean that such information
      will
      be disclosed.

    


    DEFINITIONS

    


    Your
      answers to this questionnaire should be made upon the basis of the following
      definitions of terms used in this questionnaire:

    


    The
      term
“beneficial owner” of a security includes any person who, directly or
      indirectly, through any contract, arrangement, understanding, relationship
      or
      otherwise has or shares (1) voting power, which includes the power to vote,
      or
      direct the voting of, such security or (2) investment power, which includes
      the
      power to dispose or direct the disposition of such security. A person may be
      regarded as having voting power of a security which is owned (i) by his spouse
      or minor children or by any of his relatives or his spouse’s relatives who share
      the same home with him, (ii) a partnership of which he is a partner or (iii)
      a
      corporation of which he is a substantial shareholder. A person is also deemed
      to
      be the beneficial owner of shares which that person has the right to acquire
      within 60 days, including but not limited to any right to acquire through the
      exercise of an option, through conversion of a security, pursuant to the power
      to revoke a trust or pursuant to the automatic termination of a trust. Please
      also disclose any other rights, which you have to acquire securities of the
      Company on or before September 30, 2006.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        C

       

    

    The
      term
“material,” when used to qualify a requirement for the furnishings of
      information as to any subject, limits the information required to those matters
      about which the average prudent investor should reasonably be informed before
      buying or selling the securities of the Company. If you are in doubt as to
      the
      materiality of certain information, you should relate sufficient facts to enable
      the Company and its advisors to reach a conclusion as to its
      materiality.

    


    QUESTIONS

    


    QUESTION
      1:

    


    State
      your present position or positions with the Company (if any), including
      membership on any audit, personnel, compensation or similar committee or
      committees; any positions held by you during the previous three years; and
      any
      positions to which you have been elected or appointed but the duties of which
      you have not yet assumed. For each position, list the term or expected term
      of
      office.

    


    ANSWER:

    


    QUESTION
      2:

    


    Other
      than Cougar Common Stock and the Cougar Preferred Stock that you will acquire
      in
      connection with the Offering, provide below information regarding the equity
      securities of the Company of which you are the “beneficial owner.” Please refer
      to the definition of “beneficial owner,” above. Under the column “Nature of
      Ownership,” please indicate amounts of securities for which you have (a) sole
      voting power, (b) shared voting power, (c) sole investment power, or (d) shared
      investment power. If your response covers any securities included because you
      have the right to acquire them on or before September 30, 2006, please
      separately indicate the amount of such securities. Also, if you hold more than
      5% of the Company’s securities pursuant to a voting trust or similar agreement,
      please separately state the amount of such securities held or to be held
      pursuant to the trust or agreement, the duration of the agreement and the names
      and addresses of the voting trustees, outlining briefly their voting rights
      and
      other powers under the trust or agreement. 

    


    ANSWER
      (attach additional pages if necessary):

    

      
        	
                Number
                  of

              	 	
                Nature
                  of

              	 	 
	
                Shares

              	 	
                Ownership

              	 	
                Title
                  of Securities

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        C

       

    

    QUESTION
      3:

    


    Provide
      below information regarding the equity securities of SRKP 4 Inc. (“SRKP”) of
      which you are the “beneficial owner.” Please refer to the definition of
“beneficial owner,” above. Under the column “Nature of Ownership,” please
      indicate amounts of securities for which you have (a) sole voting power, (b)
      shared voting power, (c) sole investment power, or (d) shared investment power.
      If your response covers any securities included because you have the right
      to
      acquire them on or before September 30, 2006, please separately indicate the
      amount of such securities. Also, if you hold more than 5% of the SRKP’s
      securities pursuant to a voting trust or similar agreement, please separately
      state the amount of such securities held or to be held pursuant to the trust
      or
      agreement, the duration of the agreement and the names and addresses of the
      voting trustees, outlining briefly their voting rights and other powers under
      the trust or agreement. 

    


    ANSWER
      (attach additional pages if necessary):

    
      

        
          	
                  Number
                    of

                	 	
                  Nature
                    of

                	 	 
	
                  Shares

                	 	
                  Ownership

                	 	
                  Title
                    of Securities

                


        

      

       

    

    QUESTION
      3:

    


    If
      you
      plan to offer your shares of Cougar Common Stock and Cougar Preferred Stock
      (or
      the securities of SRKP into which such Cougar securities may be exchanged in
      connection with the Merger described in the Memorandum) through the selling
      efforts of brokers or dealers, describe the terms (and attach copies) of any
      agreement, arrangement, or understanding entered into with broker(s) or
      dealer(s), including volume limitations on sales, parties to the agreement
      and
      the conditions under which the agreement may be terminated. If known, identify
      the broker(s) or dealer(s), which will participate in the offering and state
      the
      amount to be offered through each.

    


    ANSWER:


     

    QUESTION
      4:

    


    Describe
      below any information known to you, and if none state “none,” pertaining to
      underwriting compensation and arrangements or any dealings between any
      underwriter or related person, member of the NASD or a person associated with
      a
      member of the NASD, and the Company, SRKP or any controlling stockholder of
      the
      Company or SRKP thereof since January 1, 2000.

     

    ANSWER:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit
          C

         

      

    

    QUESTION
      5:

    


    State
      below whether you or any of your associates are a member of NASD, a controlling
      shareholder of a member, a person associated or affiliated with a member or
      an
      underwriter or related person with respect to the proposed offering. If you
      responded “yes,” describe such relationship:

    


    ANSWER:


    


    QUESTION
      6:

    


    Are
      you a
      broker-dealer?

    


    ANSWER:

    


    Yes
      ______ No______

    


    


    QUESTION
      7:

    


    If
      you
      are not a broker-dealer, are you affiliated with a broker-dealer?

    


    ANSWER:

    


    Yes
      ______ No______

    


    QUESTION
      8:

    


    If
      you
      are a broker-dealer or are affiliated with a broker-dealer, did you purchase
      the
      securities in the ordinary course of business?

    


    ANSWER:

    


    Yes
      ______ No______

    


    


    QUESTION
      9:

    


    If
      you
      are affiliated with a broker-dealer, did you have any agreements or
      understandings, directly or indirectly, with any person to distribute the
      securities at the time that you purchased the securities?

    


    ANSWER:

    


    Yes
      ______ No______

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        C

       

    

    Please
      note that the SEC takes the position that if you are a broker-dealer, you are
      to
      be identified in the Registration Statement as an underwriter. In the “Plan of
      Distribution,” the Registration Statement will provide substantially as
      follows:

    


    “The
      selling stockholders and any broker-dealers, agents or underwriters that
      participate with the selling stockholders in the distribution of the issued
      and
      outstanding shares of common stock or the shares of stock issuable upon exercise
      of warrants may be deemed to be "underwriters" within the meaning of the
      Securities Act, in which event any commissions received by these broker-dealers,
      agents or underwriters and any profits realized by the selling stockholders
      on
      the resales of the securities may be deemed to be underwriting commissions
      or
      discounts under the Securities Act. If the selling stockholders are deemed
      to be
      underwriters, the selling stockholders may be subject to certain statutory
      and
      regulatory liabilities, including liabilities imposed pursuant to Sections
      11,
      12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.”


    


    QUESTION
      10:

    Are
      their
      specific individuals who have voting or investment control over the securities?
      If you are an entity, you must answer “yes” to this question and identify such
      individual(s) by name below.

    ANSWER:

    


    Yes
      ______ No______

    


    If
      you
      answered “yes”, please list the names of such individuals: 

     

      
        

      

    

    
      

      

    

     

    Remainder
      of page left intentionally blank

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        C

    

     

    The
      answers to the foregoing questions are true and correct to the best of the
      undersigned’s knowledge, information and belief. The undersigned agrees to
      promptly notify the Company in writing in care of Alan H. Auerbach, 10940
      Wilshire Blvd., Suite 600, Los Angeles, CA 90024, of (a) any transfer by you
      of
      your Cougar Common Stock or Cougar Preferred Stock (or the SRKP securities
      into
      which such Cougar securities may be exchanged in the Merger), (b) sales of
      common stock of the Company, or SRKP if after the completion of the Merger
      (giving the number of shares sold and the name of the broker-dealer used) and
      (c) any other changes in the answers to this questionnaire that should be made
      as a result of any material development occurring subsequent to the date
      hereof.

    


    Dated:
      ___________, 2006.

    


    ____________________________________

    Signature