Unassociated Document





	 
	
      Deed
      of Release

	 
	 
	 
	 
	
      Dated :
      March 31, 2005  

	 
	 
	 
	 
	 
	 
	
      Laurus
      Master Fund, Ltd.

      (the
      Lender)

       

      Inyx
      Pharma Limited

      (Inyx
      Pharma)

       

      Inyx,
      Inc.

      (Inyx)

	 
	 
	 
	 
	 
	 
	
       

	 
	
































Contents

 


	
      1
	
      Definitions
	
      1

	 	 	 
	
      2
	
      Release
	
      1

	 	 	 
	
      3
	
      Governing
      law
	
      2










































	
      Deed
      of release

	 	 	 
	
      Dated

	 	 	 
	
      By

	 	 	 
	
      (1)
	
      Laurus
      Master Fund, Ltd, a
      company incorporated in the Cayman Islands of c/o Ironshore Corporate
      Services Limited, PO BOX 1234, GT, Queensgate House, South Church Street,
      Grand Cayman, Cayman Islands (the Lender)

	 	 	 
	
       

      in
      favour of

	 	 	 
	
      (2)
	
      Inyx
      Pharma Limited
      registered in England and Wales with number 04573515 having its registered
      office at Innovation House, 6 Seymour Court, Runcorn, Cheshire, WA7 1SY
      (Inyx
      Pharma);
      and

	 	 	 
	
      (3)
	
      Inyx,
      Inc. a
      company incorporated in Nevada, United States of America having its
      registered office at 9th Floor, 801 Brickell Avenue, Miami, Florida 33131
      (Inyx).
      

	 	 	 
	
       

      This
      deed witnesses

	 	 	 
	
      1
	
      Definitions

	 	 	 
	 	
      In
      this Deed the following definitions apply:

	 	 	 
	 	
      Charged
      Assets
      means all of the property, rights, title, interests and other assets
      charged to the Lender pursuant to the Debenture and the Share
      Charge;

	 	 	 
	 	
      Debenture
      means a debenture dated 30 October 2003 between Inyx Pharma and the Lender
      as supplemented by a Supplemental Deed of Security dated 29 December 2003
      between Inyx Pharma and the Lender;

	 	 	 
	 	
      Encumbrance
      means
      any mortgage, charge, assignment by way of security, pledge,
      hypothecation, lien, right of set-off, retention of title provision, trust
      or flawed asset arrangement (for the purpose of, or which has the effect
      of, granting security) or any other security interest of any kind
      whatsoever, or any agreement, whether conditional or otherwise, to create
      any of the same.

	 	 	 
	 	
      Share
      Charge means
      a share charge dated 29 October 2003 between Inyx and the Lender.
      

	 	 	 
	
      2
	
      Release

	 	 	 
	 	
      The
      Lender irrevocably and unconditionally:

	 	 	 
	 	
      (a)
	
      releases
      the Charged Assets from all Encumbrances created by the
      Debenture;

	 	 	 
	 	
      (b)
	
      releases
      the Charged Assets from all Encumbrances created by the Share
      Charge;

	 	 	 
	 	
      (c)
	
      re-assigns
      to Inyx Pharma and Inyx absolutely all or any part of the Charged Assets
      which have been assigned to the Lender; 

	 	 	 
	 	
      (d)
	
      releases
      and discharges Inyx Pharma from all obligations and liabilities under the
      Debenture;
      and

	 	 	 



 




















 


	 	
      (e)
	
      releases
      and discharges Inyx from all obligations and liabilities under the Share
      Charge. 

	 	 	 
	
      3
	
      Further
      Assurance 

	 	 	 
	 	
      The
      Lender shall, and shall use all reasonable endeavours to procure that
      third parties shall, execute and sign such documents and do such acts and
      things as either Inyx or Inyx Pharma shall reasonably request (and at
      their respective cost) in order to carry out the intended purpose of this
      Deed or to establish, perfect, preserve or enforce that other party's
      rights under this Deed. 

	 	 	 
	
      4
	
      Governing
      law

	 	 	 
	 	4.1	This
      Deed shall be governed by and construed in accordance with English
      law.
	 	 	 
	 	4.2	The
      parties intend that this Deed take effect as a deed notwithstanding that
      it may be executed under hand only.
	 	 	 
	
      Executed as
      a Deed
      and delivered on the date appearing at the beginning of this
      Deed.

	 	 	 





























Signatories

 


	 	 	 
	
      Executed
      as a deed by
Laurus Master Fund, Ltd

      acting by two of its
      authorised
signatories
	 
 	 
 
		By:  	/s/ Eugene Grin
	 	
      

      Eugene Grin
	 	Director



 


	 	 	 
	 	
		By:  	/s/ David Grin
	 	
      

      David Grin
	 	Director






 



	 	 	 
	Executed
      as a deed by 
      Inyx
      Pharma Limited
acting
      by two of its directors
or
      one director and its secretary 
	 
 	 
 
		By:  	/s/ Jack Kachkar
	 	
      

      Authorized
      Representative
	 	







	 	 	 
	 	
		By:  	/s/ Rima Goldshmidt
	 	
      

      Authorized Representative
	 	





 


	 	 	 
	 	
      Executed
      as a deed by 

      Inyx,
      Inc.

	 
 	 
 	 
 
		By:  	/s/ Jack Kachkar
	 	
      

      Jack Kachkar
	 	Chairman of the Board And Chief
      Executive Officer