exhibit10_6.htm


    


     

    Broker
Warrant No:

     

    THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAW OF ANY
OTHER COUNTRY AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSACTION OCCURS OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S
UNDER THE ACT (OR SUCH SUCCESSOR RULE OR REGULATION THEN IN EFFECT), IF
APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (B) THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE REGISTERED
UNDER THE ACT OR (C) SUCH TRANSACTION CONSTITUTES A TRANSACTION THAT OTHERWISE
DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, AND THE HOLDER PRIOR TO SUCH TRANSACTION HAS FURNISHED TO THE CORPORATION
AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO THAT EFFECT REASONABLY
SATISFACTORY TO THE CORPORATION, SUBJECT IN EACH CASE TO ANY APPLICABLE UNITED
STATES FEDERAL OR STATE OR FOREIGN SECURITIES LAW RESTRICTIONS APPLICABLE TO THE
RESALE OF THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT.

     

    THIS
WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON AND NO SECURITIES
MAY BE DELIVERED IN THE UNITED STATES UPON EXERCISE OF THIS WARRANT UNLESS THE
EXERCISE IS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  ANY PERSON EXERCISING THIS WARRANT WILL BE REQUIRED TO
PROVIDE (1) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON WITHIN THE
MEANING OF REGULATION S OF THE ACT AND THAT THIS WARRANT IS NOT BEING EXERCISED
WITHIN THE UNITED STATES OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON OR A PERSON IN THE UNITED STATES, OR (2) A WRITTEN OPINION OF
COUNSEL OF RECOGNIZED STANDING TO THE EFFECT THAT THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE ACT AND
UNDER ANY APPLICABLE U.S. STATE SECURITIES LAWS OR ARE EXEMPT FROM REGISTRATION
THEREUNDER.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

     

    WARRANT
TO PURCHASE COMMON STOCK

     

    ___________
Shares of Common Stock

     

    SYNTHEMED,
INC.

     

    THIS
CERTIFIES THAT, for good and valuable consideration, the receipt of which is
hereby acknowledged, [insert
name] (the “Warrantholder”) with an address at [insert address],is the
registered holder of this Warrant and is entitled to subscribe for and purchase
from SyntheMed, Inc., a
Delaware corporation (the “Corporation”), at any time after the date hereof and
before 5:00 p.m. (Eastern Standard Time) on, September 30, 2012 (the “Time of
Expiry”), up to _______________ fully paid and non-assessable shares of common
stock of the Corporation (“Shares”) par value .001 (US) per Share
of

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          -2 -

          


          


          


        

      

    


    the
Corporation at an exercise price of $0.50 (US) per Share, subject to adjustment
as provided below (collectively the “Exercise Price”).

     

    This
Warrant is subject to the provisions of the Agency Agreement dated September 30,
2008 between the Clubb Capital Limitd (the “Agent”) and the Corporation (the
“Agency Agreement”), and the following provisions, terms and
conditions:

     

    
      	
              1.

            	
              Designation

            


    

     

    This
warrant certificate is one of a series of warrant
certificates  (collectively, the “Warrants”)  issued
pursuant to the Agency Agreement under which Warrants to purchase up to
_____________ Shares at the Exercise Price of $0.50 per Share have been issued
to or at the direction of the Agent.

     

    
      	
              2.

            	
              Exercise
      of Warrant

            


    

     

    
      	
               
      

            	
              (a)

            	
              Election to
      Purchase.  This Warrant may be exercised by the
      Warrantholder prior to the Time of Expiry in whole or in part and in
      accordance with the provisions hereof by delivery of an Election to
      Purchase in a form substantially the same as that attached hereto as Annex
      “A”, properly completed and executed, together with this Warrant and
      payment of the Exercise Price multiplied by the number of Shares specified
      in the Election to Purchase to the Corporation at 200 Middlesex Essex
      Turnpike, Suite 210, Iselin, New Jersey 08830, U.S.A.,
      Attention:  Robert P. Hickey, or such other address as may be
      notified in writing by the Corporation. Payment shall be made in U.S.
      dollars by certified or bank cashier’s cheque payable to the order of the
      Corporation.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Exercise.  The
      Corporation shall, promptly following the date it receives a duly executed
      Election to Purchase, this Warrant and payment of the Exercise Price for
      the number of Shares specified in the Election to Purchase (the “Exercise
      Date”), issue or cause to be issued that number of Shares specified in the
      Election to Purchase as fully paid and non-assessable
      Shares.  Such duly executed Election to Purchase shall
      constitute the Warrantholder’s acknowledgement of and undertaking to
      comply to the reasonable satisfaction of the Corporation and its counsel,
      with all applicable laws, rules, regulations and policies of every stock
      exchange upon which the Shares of the Corporation may from time to time be
      listed or traded, and any other applicable governmental or regulatory
      authorities.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Share
      Certificates.  As promptly as practicable after the
      Exercise Date (and in any event not later than 10 days after the Exercise
      Date), the Corporation shall send to the Warrantholder, registered in such
      name or names as the Warrantholder may direct or if no such direction has
      been given, in the name of the Warrantholder, a certificate or
      certificates for the number of Shares specified in the Election to
      Purchase. To the extent permitted by law, such exercise shall be deemed to
      have been effected as of the close of business on the Exercise Date, and
      at such time the rights of the Warrantholder with respect to the portion
      of the Warrant exercised shall cease, and the person or persons in whose
      name or names any certificate or certificates for Shares shall then be
      issuable upon such exercise shall be deemed to have become the holder or
      holders of record of the Shares represented
  thereby.

            


    

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          -
3 -

          


          


          


        

      

    


    
      	
               
      

            	
              (d)

            	
              Fractional
      Shares.  No fractional Shares shall be issued upon
      exercise of this Warrant and no payments or adjustment shall be made upon
      any exercise on account of any cash dividends on the Shares issued upon
      such exercise.  If any fractional interest in a Share would,
      except for the provisions of the first sentence of this subsection 2(d),
      be deliverable upon the exercise of this Warrant, the number of Shares to
      be issued to the Warrantholder upon the exercise of this Warrant shall be
      rounded to the nearest whole
number.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Subscription for Less
      than Entitlement.  The Warrantholder may from time to
      time subscribe for and purchase a number of Shares less than the aggregate
      number which the holder is entitled to purchase pursuant to this
      Warrant.  In the event of a purchase of a number of Shares less
      than the aggregate number which may be purchased pursuant to this Warrant,
      the holder thereof shall be entitled to receive, without charge, a new
      Warrant certificate in respect of the balance of the Shares subject to
      this Warrant which were not purchased by the
  Warrantholder.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Corporate
      Changes.  If the Corporation shall be a party to any
      reorganization, merger, dissolution or sale of all or substantially all of
      its assets (the “Event”), (other than a reorganization or merger in which
      the Corporation is the surviving entity) then the securities purchasable
      hereunder shall be the securities (the “Event Securities”) which the
      Warrantholder would have received or been entitled to receive in such
      Event if such Warrantholder had fully exercised this Warrant prior to the
      record date (or if there was no record date, then prior to the effective
      date) of such Event, and the Exercise Price shall be adjusted to be the
      amount determined by multiplying the Exercise Price in effect immediately
      prior to the Event by the number of Shares as to which this Warrant was
      unexercised immediately prior to the Event, and dividing the product
      thereof by the number of Event Securities; provided however, that the
      Event shall not be carried into effect unless all necessary steps have
      been taken to ensure that any surviving entity is subject to the terms of
      this Warrant as adjusted.

            


    

     

    Notwithstanding
anything to the contrary contained in the immediately preceding paragraph, in
the event of a transaction contemplated by such paragraph in which the surviving
or purchasing corporation demands that all outstanding Warrants be extinguished
prior to the closing date of the contemplated transaction, the Corporation shall
give prior notice (the “Merger Notice”) thereof to the Warrantholders advising
them of such transaction. The Warrantholders shall have 10 days after the date
of the Merger Notice to elect to (i) exercise the Warrants in the manner
provided herein, or (ii) receive from the surviving or purchasing corporation
the same consideration receivable by a holder of the number of Shares for which
this Warrant might have been exercised immediately prior to such consolidation,
merger, sale, or purchase reduced by such amount of the consideration as has a
market value equal to the Exercise Price, as determined by the board of
directors of the Corporation in accordance with the terms of the Warrants. If
any Warrantholder fails to timely notify the Corporation of its election, the
Warrantholder shall be deemed for all purposes to have elected the option set
forth in (ii) above. Any amounts receivable by a Warrantholder who has elected
the option set forth in (ii) above shall be payable at the same time as amounts
payable to stockholders in connection with any such transaction.

     

    
      	
               
      

            	
              (g)

            	
              Subdivision or
      Consolidation of Shares

            


    

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          -
4  -

          


          


          


        

      

    


    
      	
               
      

            	
              (i)

            	
              In
      the event the Corporation shall subdivide its outstanding Shares into a
      greater number of Shares, the Exercise Price in effect immediately prior
      to such subdivision shall be proportionately reduced, and conversely, in
      the event the outstanding Shares of the Corporation shall be consolidated
      into a smaller number of Shares, the Exercise Price in effect immediately
      prior to such consolidation shall be proportionately
      increased.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Upon
      each adjustment of the Exercise Price as provided herein, the
      Warrantholder shall thereafter be entitled to acquire, at the Exercise
      Price resulting from such adjustment, the number of Shares (calculated to
      the nearest tenth of a Share) obtained by multiplying the Exercise Price
      in effect immediately prior to such adjustment by the number of Shares
      which may be acquired hereunder immediately prior to such adjustment and
      dividing the product thereof by the Exercise Price resulting from such
      adjustment.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Change or
      Reclassification of Shares.  In the event the Corporation
      shall change or reclassify its outstanding Shares into a different class
      of securities, this Warrant shall be adjusted as follows so as to apply to
      the successor class of securities:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      number and kind of the successor class of securities which the
      Warrantholder shall be entitled to acquire shall be the aggregate number
      and kind of securities which, if this Warrant had been exercised
      immediately prior to such change or reclassification, the Warrantholder
      would have been entitled to receive by reason of such change or
      reclassification; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Exercise Price shall be determined by multiplying the Exercise Price in
      effect immediately prior to the change or reclassification by the number
      of Shares as to which this Warrant was unexercised immediately prior to
      the change or reclassification, and dividing the product thereof by the
      number of the successor class of securities determined in paragraph
      2(h)(i) hereof.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Distribution to
      Shareholders.  If and whenever at any time prior to the
      Time of Expiry the Corporation shall fix a record date or if a date is
      otherwise established (any such date being hereinafter referred to in this
      subsection 2(i) as the “record date”) for the issuance of rights, options
      or warrants to all or substantially all the holders of the outstanding
      Shares of the Corporation entitling them, for a period expiring not more
      than 45 days after such record date, to subscribe for or purchase Shares
      of the Corporation or securities convertible into or exchangeable for
      Shares at a price per share or, as the case may be, having a conversion or
      exchange price per share less than 95% of the Fair Market Value (as
      hereinafter defined) on such record date, the Exercise Price shall be
      adjusted immediately after such record date so that it shall equal the
      price determined by multiplying the Exercise Price in effect on such
      record date by a fraction, of which the numerator shall be the total
      number of Shares outstanding on such record date plus a number equal to
      the number arrived at by dividing the aggregate price of the total number
      of additional Shares offered for subscription or purchase or, as the case
      may be, the aggregate conversion or exchange price of the convertible or
      exchangeable securities so offered by the Fair Market Value, and of which
      the denominator shall be the total number of Shares outstanding on such
      record date plus the total number of additional Shares
  so

            


    

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          -
5  -

          


          


          


        

      

    


    offered
(or into which the convertible or exchangeable securities so offered are
convertible or exchangeable); Shares owned by or held for the account of the
Corporation or any subsidiary of the Corporation shall be deemed not to be
outstanding for the purpose of any such computation; such adjustment shall be
made successively whenever such a record date is fixed; to the extent that any
rights or warrants are not so issued or any such rights or warrants are not
exercised prior to the expiration thereof, the Exercise Price shall then be
readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or to the Exercise Price which would then be in effect
based upon the number of Shares or conversion or exchange rights contained in
convertible or exchangeable securities actually issued upon the exercise of such
rights or warrants, as the case may be.

     

    
      	
               
      

            	
              (j)

            	
              Additional
      Subscriptions.  If at any time the Corporation grants to
      its shareholders the right to subscribe for and purchase pro rata
      additional securities of the Corporation (other than securities described
      in subsection (2)(i) hereof) or of any other corporation or entity, there
      shall be no adjustments made to the number of Shares or other securities
      subject to this Warrant or to the Exercise Price in consequence thereof
      and this Warrant shall remain
unaffected.

            


    

     

    
      	
               
      

            	
              (k)

            	
              Carry Over of
      Adjustments.  No adjustment of the Exercise Price shall
      be made if the amount of such adjustment shall be less than 1% of the
      Exercise Price in effect immediately prior to the event giving rise to the
      adjustment, provided however, that in such case any adjustment that would
      otherwise be required then to be made shall be carried forward and shall
      be made at the time of and together with the next subsequent adjustment
      which, together with any adjustment so carried forward, shall amount to at
      least 1% of the Exercise Price in effect prior to such
      adjustment.

            


    

     

    
      	
               
      

            	
              (l)

            	
              Notice of
      Adjustment.  Upon any adjustment of the number of Shares
      and upon any adjustment of the Exercise Price, then and in each such case
      the Corporation shall give written notice thereof to the Warrantholder,
      which notice shall state the Exercise Price and the number of Shares or
      other securities into which each Warrant is exercisable resulting from
      such adjustment, and shall set forth in reasonable detail the method of
      calculation and the facts upon which such calculation is
      based.  Upon the request of a Warrantholder there shall be
      transmitted promptly to all Warrantholders a statement prepared by the
      firm of independent certified public accountants retained to audit the
      financial statements of the Corporation to the effect that such firm
      concurs in the Corporation’s calculation of the
  change.

            


    

     

    
      	
               
      

            	
              (m)

            	
              Other
      Notices.  If at any
time:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Corporation shall declare any dividend upon its
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Corporation shall offer for subscription pro rata to the holders of its
      Shares any additional shares of any class or other
  rights;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              there
      shall be any capital reorganization or reclassification of the capital
      stock of the Corporation, or consolidation, amalgamation or merger of the
      Corporation with, or sale of all or substantially all of its assets to,
      another corporation; or

            


    

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          - 6
-

          


          


          


        

      

    


    


     

    
      	
               
      

            	
              (iv)

            	
              there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of the Corporation,

            


    

     

    then, in
any one or more of such cases, the Corporation shall give to the Warrantholder
(A) at least 20 days’ prior written notice of the date on which a record shall
be taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, amalgamation, sale, dissolution,
liquidation or winding-up and (B) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, at least 20 days’ prior written notice of the date when the same
shall take place.  Such notice in accordance with the foregoing clause
shall also specify (1) in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Shares shall be entitled
thereto, and (2) in the case of any transaction described in the foregoing
clauses (iii) and (iv), the date on which the holders of Shares are to be
entitled to exchange their Shares for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, amalgamation,
sale, dissolution, liquidation or winding-up, as the case may be.

     

    
      	
               
      

            	
              (n)

            	
              Shares to be
      Reserved.  The Corporation will at all times keep
      available and reserve out of its authorized Shares, solely for the purpose
      of issue upon the exercise of this Warrant, such number of Shares as shall
      then be issuable upon the exercise of this Warrant.  The
      Corporation covenants and agrees that all Shares which shall be so
      issuable will, upon issuance, be duly authorized and issued, fully paid
      and non-assessable.  The Corporation will take all such action
      as may be necessary to assure that all such Shares may be so issued
      without violation of any applicable requirements of any stock exchange
      upon which the Shares of the Corporation may be listed or in respect of
      which the Shares are qualified for unlisted trading
      privileges.  The Corporation will take all such action as is
      within its power to assure that all such Shares may be so issued without
      violation of any applicable law.

            


    

     

    
      	
               
      

            	
              (o)

            	
              Issue
      Tax.  The issuance of certificates for Shares upon the
      exercise of this Warrant shall be made without charge to the Warrantholder
      for any issuance tax in respect thereto, provided that the Corporation
      shall not be required to pay any tax which may be payable in respect of
      any transfer involved in the issuance and delivery of any certificate in a
      name other than that of the
Warrantholder.

            


    

     

    
      	
               
      

            	
              (p)

            	
              Fair Market
      Value.  For the purposes of any computation hereunder,
      unless otherwise specified, the “Fair Market Value” at any date shall be:
      (i) if the Shares are listed on a stock exchange or quoted on a similar
      securities market, the weighted average sale price per share for the
      Shares for any 20 consecutive trading days (selected by the Corporation)
      commencing not more than 25 trading days before such date on the principal
      stock exchange or similar securities market upon which the Shares are
      listed or quoted, as the case may be; or (ii) if the computation is being
      made in connection with a public offering of Shares, the gross
      distribution price per Share under the offering; or (iii) in all other
      cases, the Fair Market Value shall be determined by the Board of Directors
      in good faith, which determination shall be conclusive.  The
      weighted average sale price shall be determined by dividing the aggregate
      sale price of all Shares sold on the said exchange or market during the
      said 20 consecutive trading days by the total number of Shares so
      sold.

            


    

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          - 7 -

          


          


          


        

      

    


     

     

    
      	
               
      

            	
              (q)

            	
              The
      Shares issued upon exercise of this Warrant shall be subject to a stop
      transfer order and the certificate or certificates evidencing such Shares
      shall bear the following legend:

            


    

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), STATE SECURITIES
LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER COUNTRY, AND MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
(A) SUCH TRANSACTION OCCURS OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE ACT (OR SUCH SUCCESSOR
RULE OR REGULATION THEN IN EFFECT), IF APPLICABLE, AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, (B) THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE REGISTERED UNDER THE ACT OR (C) SUCH TRANSACTION CONSTITUTES A
TRANSACTION THAT OTHERWISE DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER PRIOR TO SUCH TRANSACTION HAS
FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO
THAT EFFECT REASONABLY SATISFACTORY TO THE CORPORATION, SUBJECT IN EACH CASE TO
ANY APPLICABLE UNITED STATES FEDERAL, STATE OR FOREIGN SECURITIES LAW
RESTRICTIONS APPLICABLE TO THE RESALE OF THIS WARRANT AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT.

     

    
      	
              3.

            	
              Transfer

            


    

     

    Subject
to compliance by the Warrantholder with any applicable resale restrictions, the
Corporation acknowledges and agrees that this Warrant may be assigned or
transferred by the Warrantholder at the Warrantholder’s option. It is the sole
responsibility of the Warrantholder to ensure that all such restrictions have
been observed.  Upon any permitted assignment or transfer, the
Warrantholder shall furnish the Corporation with such information including a
properly completed and executed form substantially the same as that attached
hereto as Annex “B”, regarding the transferee as the Corporation may reasonably
require to register this Warrant in the name of the transferee.  The
Corporation shall be obligated to refuse to register any proposed transfer of
this Warrant or underlying Shares unless made in accordance with the provisions
of Regulations S, pursuant to registration under the Act or pursuant to an
available exemption from registration.

     

    
      	
              4.

            	
              Replacement

            


    

     

    Upon
receipt of evidence satisfactory to the Corporation of the loss, theft,
destruction or mutilation of this Warrant and, if requested by the Corporation,
upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the
case of mutilation, upon surrender of this Warrant), the Corporation will issue
to the Warrantholder a replacement Warrant (containing the same terms and
conditions as this Warrant).

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          - 8 -

          


          


          


        

      

    


    5.           Expiry
Date

     

    This
Warrant shall expire and all rights to purchase Shares hereunder shall cease and
become null and void at 5:00 p.m. (Eastern Standard Time) on September 30,
2012.

     

    6.           Amendment

     

    Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.

     

    
      	
              7.

            	
              Governing
      Law

            


    

     

    The laws
of the State of New York and applicable federal laws of the United States shall
govern this Warrant.

     

    
      	
              8.

            	
              Successors

            


    

     

    This
Warrant shall enure to the benefit of and shall be binding upon the
Warrantholder and the Corporation and their respective successors.

     

    [signature
page follows]

     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


        
          -
9  -

          


          


          


        

      

    


    


     

    IN
WITNESS WHEREOF the Corporation has caused this Warrant to be signed by its duly
authorised officer and its corporate seal hereto affixed.

     

    DATED:  September
30, 2008.

     

    SYNTHEMED,
INC.

     

    By:


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


      

    


    Annex
“A” to Warrant

     

    Election
to Purchase

     

    The
undersigned Warrantholder hereby irrevocably elects to exercise the Warrant
issued by SyntheMed, Inc. dated September 30, 2008 for the number of shares of
common stock (or other property or securities subject thereto) (“Shares”) par
value $.001 per Share as set forth below:

     

    Number of
Shares to be Acquired:

     

    (a)           Number
of Shares to be
Acquired:                                                            _______________

     

    (b)           Exercise
Price per
Share:                                                                           $
_____________

     

    (c)           Aggregate
Purchase Price [(a) multiplied by
(b)]                                 $
_____________

     

    and
hereby tenders a certified or cashier’s cheque or bank draft for such aggregate
purchase price, and directs such Shares to be registered and a certificate
therefor to be issued as directed below.

     

    DATED
this ____________________ day
of __________________ , __________.

     

    


     

    


    _________________________            _______________________________________

    Witness                                                                             Signature

     

    Direction as to
Registration

     

    Name of
Registered Holder:                  _______________________________________                                                            

                                   _______________________________________

    Address
of Registered Holder:                 _______________________________________

                                    _______________________________________                                                           

     

    


     

    


     

    


     

    


     


    
      
        
          9005636.3

        

         


      

      
         


        
          

        

      

      
         


      

    


    Annex
“B”

     

    TO:                      SYNTHEMED,
INC.

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, transfers and assigns untothe within
warrant (herein called the “Warrant”).  The undersigned hereby
irrevocably instructs you to transfer the Warrant on your books of registration
and to issue in substitution therefor a new warrant exercisable for the same
number of shares or other securities or property as the Warrant.

     

    DATED
the  __________________ day
of   _________________________ , ________________.

     

    Signature
of Transferor is

    hereby
guaranteed:

     

                    __________________________________________________________________________

     

    


     

    Note:  
 The signature to this Warrant transfer must correspond with the name as
set forth on the face of the Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or other
financial institution acceptable to the Corporation.