FORECLOSURE
SALE AGREEMENT

     

    This
FORECLOSURE SALE AGREEMENT (the “Agreement”)
is entered into as of September ___, 2010 by and among Venture
Lending & Leasing IV, Inc. (“VLL4”),
Venture Lending & Leasing V, Inc. (“VLL5”),
Silicon Valley Bank (“SVB”)
and Xenogenics Corporation, a Nevada corporation (“Purchaser”).  VLL4,
VLL5 and SVB are sometimes referred to hereinafter collectively, as “Sellers”
and individually as a “Seller”
and VLL5, in its capacity as collateral agent for the Sellers under the Loan
Agreement (as defined below) is sometimes referred to herein as “Agent.”

     

    RECITALS

     

    On
March 18, 2008, Bioabsorbable Therapeutics, Inc., a Delaware corporation
(“Debtor”),
Agent and Sellers entered into that certain Loan and Security Agreement (as
amended from time to time collectively referred to as the “Loan
Agreement”) pursuant to which Sellers made term loans to
Debtor.

     

    In order
to secure the prompt payment and performance of all obligations owing by Debtor
to Agent and Sellers under the Loan Agreement (all of such obligations with
respect to the loans and under the Loan Agreement and related documents are
collectively referred to herein as the “Obligations”),
Debtor granted to each Seller and to Agent for the benefit of Sellers blanket
security interests in all of Debtor’s property (the “Collateral”).  Sellers’
and Agent’s security interests in the Collateral were perfected by the filing of
UCC Financing Statement with the Delaware Secretary of State recorded on
March 20, 2008 as file number 80990299.

     

    On
September 2, 2009, Sellers notified Debtor that an Event of a Default had
occurred under the Loan Agreement.  As a result of the occurrence of
such Event of Default Sellers accelerated the Obligations and such Obligations
are now due and payable.

     

    Pursuant
to the terms of the Loan Agreement, the loan documents executed and delivered in
connection therewith and applicable law, after the occurrence and during the
continuance of an Event of Default, Sellers have the right to enforce all of
their remedies against Debtor and the Collateral, and Sellers have elected to
conduct a private foreclosure sale of certain items of the
Collateral.

     

    Pursuant
to that certain Repossession Agreement for Peaceable Foreclosure, dated as of
September 29, 2009, a true, correct and complete copy of which is attached
hereto as Exhibit “A” (the
“Peaceful
Foreclosure Agreement”), Debtor waived its rights to notice of any
private sale under Section 9611 of the California Commercial Code (“CUCC”),
waived its right to redeem the Collateral under Section 9623 of the CUCC
and waived its rights to any further notice of sale or other disposition to the
extent permitted under applicable law, and agreed that Agent and Sellers are not
required to give Debtor notice of any proposed sale or other disposition of the
Collateral.

     

    Pursuant
to the Peaceful Foreclosure Agreement, Sellers exercised their post defaults
rights under the CUCC with respect to the Collateral and subject to the terms
and conditions of this Agreement, Sellers have agreed to sell to Purchaser, all
of Debtor’s right, title and interest in the Collateral described on Exhibit “B” (the
items Collateral described on Exhibit “B” are
hereinafter referred to as the “Transferred
Assets”).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    AGREEMENT

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser and Sellers hereby agree as
follows:

     

    1.           Sale of Transferred
Assets.  Upon the terms and subject to the conditions of this
Agreement, in consideration of and in exchange for Sellers’ receipt of the
consideration described in Section 2 hereof, Sellers agree, on the Closing
Date (as defined herein), to irrevocably sell, transfer, assign, convey, and set
over to Purchaser, and Purchaser agrees to purchase from Sellers, all of
Debtor’s right, title and interest in the Transferred Assets, “as is”, “where
is”, and without recourse, and (except as set forth in Section 7 below)
without representations or warranties of any kind, express or implied,
including, without limitation, any warranties as to title, possession, quiet
enjoyment, merchantability, value, useful life, fitness for intended use,
physical condition, non-infringement, or similar representations and warranties.
Moreover, Sellers make no representation or warranty and have no liability
whatsoever on behalf of Debtor or any third parties with regard to the
operation, performance, nonperformance, quality, availability, completeness,
validity, or accuracy of any of the Transferred Assets or the delay, error, or
interruption of the flow of information in connection with use of any of the
foregoing.  In addition, notwithstanding anything to the contrary
contained herein or in the Bill of Sale, the Transferred Assets shall not,
except to the extent permitted by applicable law, include, to the extent
prohibited by any license or other agreement, any software or other licensed
products that may be installed on or attached to the Transferred
Assets.  On the Closing Date, Sellers and Purchaser shall execute and
deliver to each other a Bill of Sale, substantially in the form attached hereto
as Exhibit “C” (the
“Bill of
Sale”), a Patent Transfer Statement (as contemplated by 9619 of the
CUCC), substantially in the form attached hereto as Exhibit “D”  (the
“Patent
Transfer Statement”), and a Trademark Transfer Statement (as contemplated
by 9619 of the CUCC), substantially in the form attached hereto as Exhibit “E” (the
“Trademark  Transfer
Statement”), each executed by Sellers and Purchaser.  The sale
and transfer of the Transferred Assets to Purchaser hereunder shall be made
pursuant to Section 9610 of the CUCC and shall constitute a “disposition”
under the CUCC.  Purchaser shall constitute and have the rights of a
“transferee” under the provisions of the CUCC, including without limitation, the
provisions of Section 9617 of the CUCC.

     

    2.           Consideration.  As
consideration for the sale, transfer, and conveyance of all the Transferred
Assets by Sellers, Purchaser agrees:

     

    (a)           to
pay Four Hundred Thousand Dollars ($400,000) in cash (the “Purchase
Price”).  The Purchase Price shall be divided into three (3)
tranches in the following amounts (i) One Hundred Thirty-Five Thousand
Dollars ($135,000), which shall be referred to herein as the “First
Tranche” of the Purchase Price, (ii) One Hundred Thirty-Five
Thousand Dollars ($135,000), which shall be referred to herein as the “Second
Tranche” of the Purchase Price, and (iii) One Hundred Thirty
Thousand Dollars ($130,000), which shall be referred to herein as the “Third
Tranche” of the Purchase Price.  The First Tranche of the
Purchase Price shall be paid at Closing (as defined below), the Second Tranche
of the Purchase Price shall be due and payable on the earlier of
November 15, 2010 and the closing of a Change in Control (as defined
below), and the Third Tranche of the Purchase Price shall be due and payable on
the earlier of December 31, 2010 and the closing of a Change in
Control.  Each Tranche of the Purchase Price shall be paid by wire
transfer pursuant to the wire instructions listed on Exhibit “F” or
such other instructions as have been provided to Purchaser by
Sellers;


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    (b)           at
Closing, each of VLL4, VLL5 and SVB shall be issued a warrant instrument,
substantially in the form of Exhibit “G”
attached hereto (each a “Warrant”
and together the “Warrants”);

     

    (c)           upon
the earliest to
occur of (i) commencement of pivotal Generation 2 stent human clinical
trial, or (ii) the execution of any agreement between Purchaser and any
Person (as defined below) anywhere in the world where Purchaser grants either
exclusive, co-exclusive or non-exclusive rights to the Debtor’s bioabsorbable
stent and related technology and intellectual property acquired by Purchaser
pursuant to this Agreement and the documents and instruments executed and
delivered in connection herewith, including but not limited, to development
rights, marketing and sales rights, manufacturing rights, geographic
distribution rights, or commercialization rights (as applicable, a “Partnership
Agreement”) of at least $3 million in Total Value (as defined below), or
(iii) the closing of a Change in Control (such earliest event being the
“First
Milestone”) to pay Three Hundred Thousand Dollars ($300,000) in cash (the
“First
Milestone Payment”) by wire transfer pursuant to the wire instructions
listed on Exhibit “F” or
such other instructions as have been provided to Purchaser by Sellers. Purchaser
agrees to notify Sellers promptly after the First Milestone occurs (but no later
than five (5) days thereafter), and to make the First Milestone Payment as soon
as practical following the occurrence of the First Milestone (but no later than
five (5) days thereafter);

     

    (d)           upon
the earliest to
occur of (i) the first (1st)
regulatory approval by any regulatory authority in a European Union (EU) member
country, or (ii) the execution of a Partnership Agreement of at least $5
million in Total Value, or (iii) the closing of a Change in Control (such
earliest event being the “Second
Milestone”) to pay One Million Dollars ($1,000,000) in cash (the “Second
Milestone Payment”) by wire transfer pursuant to the wire instructions
listed on Exhibit “F” or
such other instructions as have been provided to Purchaser by Sellers. Purchaser
agrees to notify Sellers promptly after the Second Milestone occurs (but no
later than five (5) days thereafter) and to make the Second Milestone Payment as
soon as practical following the occurrence of the Second Milestone (but no later
than five (5) days thereafter); and

     

    (e)           upon
the earliest to
occur of (i) the first (1st)
regulatory approval by the U.S. Food and Drug Administration, or (ii) the
execution of a Partnership Agreement of at least $5 million in Total Value, or
(iii) the closing of a Change in Control (such earliest event being the
“Third
Milestone”) to pay Three Million Dollars ($3,000,000) in cash (the “Third
Milestone Payment”
and together with First Milestone Payment and the Second Milestone Payment, the
“Milestone
Payments”) by wire transfer pursuant to the wire instructions listed on
Exhibit “F” or
such other instructions as have been provided to Purchaser by Sellers. Purchaser
agrees to notify Sellers promptly after the Third Milestone occurs (but no later
than five (5) days thereafter) and to make the Third Milestone Payment as soon
as practical following the occurrence of the Third Milestone (but no later than
five (5) days thereafter).


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    As used
herein, the term “Total
Value” means all up-front monies received upon signing of the Partnership
Agreement described in Section 2(c)(ii) and Sections 2(d)(ii) and
2(e)(ii), as applicable, plus the net present value of all future milestone
payments and royalties.

     

    As used
herein, the term “Change in
Control” means the first to occur of: (i)(A) except in the event
Purchaser’s majority shareholder dividends its ownership position to its
shareholders, the closing of any consolidation or merger of Purchaser with or
into any other corporation or other entity or person, or any other corporate
reorganization, other than any such consolidation, merger or reorganization in
which the stockholders of Purchaser immediately prior to such consolidation,
merger or reorganization, continue to hold a majority of the voting power of the
surviving entity in substantially the same proportions (or, if the surviving
entity is a wholly owned subsidiary, its parent) immediately after such
consolidation, merger or reorganization, or (B) except in the case of an
equity financing of the Purchaser within six (6) months of the Closing Date
where gross proceeds received by Purchaser are less than $10 million, the
closing of any transaction or series of related transactions to which Purchaser
is a party in which in excess of fifty percent (50%) of Purchaser’s voting power
is transferred; (ii) the closing of a transaction in which Purchaser sells,
leases, assigns, transfers, conveys or disposes of all or substantially all of
its assets. As used herein, the term “Person”
means any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability
company, institution, public benefit corporation, other entity or government
(whether federal, state, county, city, municipal, local, foreign, or otherwise,
including any instrumentality, division, agency, body or department
thereof).

     

    3.           Closing.  Subject
to satisfaction of the conditions precedent set forth in Sections 5 and 6
below, the closing of the sale of the Transferred Assets (the “Closing”)
will be held immediately following satisfaction or waiver (by the party for
whose benefit such condition exists) of the conditions set forth in
Sections 5 and 6.  The date on which the Closing is consummated
is referred to herein as a “Closing
Date.”

     

    4.           Delivery of
Possession.  Sellers shall use their commercially reasonable
efforts to cause delivery of control or possession of the Transferred Assets to
Purchaser as soon as practicable following Closing.

     

    5.           Sellers’ Conditions
Precedent.  Sellers’ obligations to consummate the Closing
shall be conditioned upon the satisfaction or waiver of the
following:

     

    (a)           The
representations, warranties, and covenants of Purchaser made herein shall have
been true in all material respects when made and at all times after the date
when made, to and including the Closing Date, with the same force and effect as
if made on and as of each such times, including the Closing Date.

     

    (b)           As
of the Closing Date, neither the sale of the Transferred Assets by Sellers nor
any of the transactions contemplated hereby is prohibited by any stay or
injunction in any litigation, governmental action, or other proceeding,
including, without limitation, the “automatic stay” under 11 U.S.C. § 362
in any pending case under title 11 of the United States Code by or against
Debtor.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    (c)           Purchaser
shall have paid the First Tranche of the Purchase Price.

     

    (d)           Original
counterparts of the Warrants shall have been duly executed and delivered by
Purchaser, shall have been delivered to Agent or its counsel, shall be in full
force and effect and shall be in form and substance satisfactory to
Sellers.

     

    (e)           There
has not occurred any material adverse change in Purchaser.

     

    (f)           The
Closing occurs on or before October 31, 2010.

     

    6.           Purchaser’s Conditions
Precedent.  Purchaser’s obligations to consummate the Closing
shall be conditioned upon the satisfaction or waiver of the
following:

     

    (a)           The
representations, warranties, and covenants of Sellers made herein shall have
been true in all material respects when made and at all times after the date
when made, to and including the Closing Date, with the same force and effect as
if made on and as of each such times, including the Closing Date.

     

    (b)           As
of the Closing Date, neither the sale of the Transferred Assets by Sellers nor
any of the transactions contemplated hereby is prohibited by any stay or
injunction in any litigation, governmental action, or other proceeding,
including, without limitation, the “automatic stay” under 11 U.S.C. § 362
in any pending case under title 11 of the United States Code by or against
Debtor.

     

    (c)           Sellers
and Purchaser shall have executed and delivered to Purchaser the Bill of Sale,
the Patent Transfer Statement and the Trademark Transfer Statement.

     

    (d)           Third
party consents to the assignment of any material contracts have been
obtained.

     

    (e)           Purchaser
has successfully renegotiated the Rutgers’ licenses on terms satisfactory to
Purchaser.

     

    (f)           There
has not occurred any material adverse change in the Transferred
Assets.

     

    7.           Representations and
Warranties of Sellers.  Except as to each Seller’s
representations and warranties as to due authority and the like as expressly
provided below, the Transferred Assets are being sold “as is,” and “where is”
with no express or implied representation and warranties of any kind, nature, or
type whatsoever from, or on behalf of, such Seller.  Notwithstanding
the foregoing, each Seller severally, but not jointly, represents and warrants
to Purchaser, as follows:

     

    (a)           Such
Seller (i) is duly incorporated or organized, validly existing, and in
good
standing under the laws of its jurisdiction of incorporation or organization, as
applicable; and (ii) has all requisite power and authority to execute,
deliver, and perform the transactions contemplated hereby.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    (b)           The
execution, delivery, and performance by such Seller of this Agreement
and the consummation of the transaction contemplated hereby are within the power
of such Seller and have been duly authorized by all necessary actions on the
part of such Seller.  The execution of this Agreement by such Seller
constitutes, or will constitute, a legal valid and binding obligation of such
Seller, enforceable against such Seller in accordance with its terms, except as
limited by bankruptcy, insolvency, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally and general
principles of equity.

     

    (c)           To
such Seller’s knowledge, no consent, approval, authorization or order
of, or
registration or filing with, or notice to, any court or governmental agency or
body having jurisdiction or regulatory authority over such Seller (or any of its
properties) is required for (i) such Seller’s execution and delivery of
this Agreement (and each agreement executed and delivered by it in connection
herewith) or (ii) the consummation by such Seller of the transactions
contemplated by this Agreement (and each agreement executed and delivered by it
in connection herewith) or, to the extent so required, such consent, approval,
authorization, order, registration, filing or notice has been obtained, made or
given (as applicable) and is still in full force and effect.

     

    (d)           No
person or entity acting on behalf of such Seller or any of its affiliates
or under
the authority of any of them is or will be entitled to any brokers’ or finders’
fee or any other commission or similar fee, directly or indirectly, from Seller
or any of its affiliates in connection with any of the transactions contemplated
hereby, except for Emmes Group.

     

    (e)           Such
Seller holds a security interest in the Transferred Assets, and to such
Seller’s
knowledge, based solely upon the results of Uniform Commercial Code search
requests of the offices of the Secretary of State of the States of Delaware and
California, both certified on September 16, 2010, there are no outstanding
security interests of record that are superior to the security interests of such
Seller in the Transferred Assets.

     

    (f)           Debtor
is in default of its obligations to such Seller, and such Seller is entitled
to sell the Transferred Assets under the terms of the Loan Agreement, the
provisions of the CUCC, and other applicable laws.

     

    (g)           The
disposition of the Transferred Assets effected by this Agreement and
the other
documents and instruments executed and delivered in connection herewith transfer
to Purchaser all of Debtor’s rights therein, discharges such Seller’s security
interest therein (except for new security interests granted by Purchaser as set
forth in Section 13 of this Agreement), and discharges any security
interests or liens subordinate to the security interest of such
Seller.

     

    (h)           Such
Seller has complied in all material respects with the relevant provisions
of the CUCC, including without limitation the requirements of Chapter 6 thereof,
to transfer Debtor’s right, title and interest in and to the Transferred Assets
to Purchaser in accordance with the provisions of this Agreement.

     

    8.           Representations and
Warranties of Purchaser.  Purchaser represents and warrants to
Sellers, as follows:


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    (a)           Purchaser
(i) is a duly organized, validly existing, and in good standing
under the
laws of its jurisdiction of organization; and (ii) has all requisite power
and authority to execute, deliver, and perform the transactions contemplated
hereby.

     

    (b)           The
execution, delivery, and performance by Purchaser of this
Agreement and the
consummation of the transaction contemplated hereby are within the power of
Purchaser and have been duly authorized by all necessary actions on the part of
Purchaser.  The execution of this Agreement by Purchaser constitutes,
or will constitute, a legal valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms, except as limited by
bankruptcy, insolvency, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally and general principles
of equity.

     

    (c)           No
consent, approval, authorization or order of, or registration or filing
with, or
notice to, any court or governmental agency or body having jurisdiction or
regulatory authority over Purchaser (or any of its properties) is required for
(i) Purchaser’s execution and delivery of this Agreement (and each
agreement executed and delivered by it in connection herewith) or (ii) the
consummation by Purchaser of the transactions contemplated by this Agreement
(and each agreement executed and delivered by it in connection herewith) or, to
the extent so required, such consent, approval, authorization, order,
registration, filing or notice has been obtained, made or given (as applicable)
and is still in full force and effect.

     

    (d)           No
person or entity acting on behalf of Purchaser or Seller or any of its
affiliates
or under the authority of any of them is or will be entitled to any brokers’ or
finders’ fee or any other commission or similar fee, directly or indirectly,
from Purchaser or any of its affiliates in connection with any of the
transactions contemplated hereby.

     

    (e)           Purchaser
has inspected and evaluated the Transferred Assets and is aware of and relies
solely on the representations and warranties of Sellers contained herein and
Purchaser’s knowledge of the value and condition of the Transferred
Assets.  Purchaser is familiar and sophisticated with respect to the
Transferred Assets.  Purchaser has conducted all inspections, reviews
and/or other due diligence deemed to be necessary and appropriate by Purchaser
with respect to the Transferred Assets (including with respect to any pending
litigation, threatened or potential inquiry, claim, investigation, litigation,
proceeding or decree by any federal, state or local authority, or administrative
agency, or any private party against or relating to the Transferred Assets,
including with respect to any claim that the Transferred Assets infringe any
third party’s intellectual property rights), and has made an informed and
independent decision with respect to this Agreement.

     

    (f)           Sellers
have not made any representation, warranty, statement of fact, or expression of
opinion to Purchaser with regard to the Transferred Assets, except as stated
herein, and Sellers are not now and were not previously under any duty to do
so.

     

    9.           Expenses.  Except
as set forth in Section 10, each party to this Agreement shall be
responsible for all costs and expenses incurred or expended in connection with
the transactions contemplated by this Agreement.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    10.           Transfer
Taxes.  Purchaser shall be responsible for the payment of all
sales, use, value-added, gross receipts, excise, registration, stamp, duty,
transfer and other similar taxes or governmental fees relating to the transfer
of the Transferred Assets contemplated by this Agreement.  In
addition, Purchaser shall be responsible for the payment of all costs and
expenses relating to the transfer to Purchaser of the Transferred Assets (e.g.,
packaging, shipping, freight, delivery and the like); provided, however, that
Purchaser shall not be responsible for any costs or expenses relating to the
storage of the Transferred Assets or for the transfer of the Transferred Assets
prior to Closing.  On the Closing Date, Purchaser shall remit to
Sellers any sales tax due as a result of the transactions contemplated by this
Agreement.  Sellers hereby agree to file all necessary documents with
respect to such amounts in a timely manner.

     

    11.           Notices.  Any
notice or other communication provided for herein or given hereunder to a party
hereto shall be in writing, and shall be deemed given when personally delivered
to a party set forth below or when sent by facsimile providing a transmission
confirmation (provided that such notice is immediately sent by a recognized
overnight delivery service), or three (3) days after mailed by first class mail,
registered, or certified, return receipt requested, postage prepaid, or when
delivered by nationally-recognized overnight delivery service, with proof of
delivery, delivery charges prepaid, in any case addressed as
follows:

     

    
      
        	
                To
      VLL4 & VLL5:

              	
                Venture
      Lending & Leasing IV, Inc.

              
	 
      	
                Venture
      Lending & Leasing V, Inc.

              
	 
      	
                2010
      North First Street, Suite 310

              
	 
      	
                San
      Jose, CA 95131

              
	 
      	
                Attention:
      Chief Financial Officer

              
	 
      	
                Fax:
      (408) 436-8625

              
	 
      	 
      
	
                To
      SVB:

              	
                Silicon
      Valley Bank

              
	 
      	
                2400
      Hanover Street

              
	 
      	
                Palo
      Alto, CA 94304

              
	 
      	
                Attention:
      Bellet Eliasnia

              
	 
      	
                Fax:
      (650) 320-0016

              
	 
      	 
      
	
                To
      Purchaser:

              	
                Xenogenics
      Corporation

              
	 
      	
                68
      Cumberland Street, Suite 301

              
	 
      	
                Woonsocket,
      RI 02895

              
	 
      	
                Tel.:
      (401) 762-0045

              
	 
      	
                FAX:
      (401) 762-0098

              
	 
      	
                Attention:
      W. Gerald Newmin, Chairman &
CEO

              


      

    


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    12.           Covenants of
Purchaser.  Purchaser shall exercise, and shall require that
all its affiliates, sub-licensees, partners, and acquirers use, Good Faith
Reasonable Efforts (as defined below) in developing and commercializing Debtor’s
bioabsorbable stent and related technology and intellectual property acquired by
Purchaser pursuant to the terms of this Agreement and the documents and
instruments executed and delivered in connection with this
Agreement.  “Good
Faith Reasonable Efforts” shall mean: (i) those efforts that are
similar to the efforts used by medical device companies generally in relation to
other products under similar commercial circumstances that have similar
commercial value, status, and potential to the bioabsorbable stent of Debtor
acquired by Purchaser; and, (ii) achieving the following development
milestones for the Generation 2 device included in the Transferred Assets:
(a) restart manufacturing and produce a device within 12 months from date
of execution of this Agreement; (b) initiate an animal study within 18
months from date of execution of this Agreement; (c) make a regulatory
submission to support a human use clinical trial within 24 months from date of
execution of this Agreement; (d) initiate a human use clinical trial within
36 months from date of execution of this Agreement; and (e) make a regulatory
submission or equivalent for marketing approval for use in humans within 48
months from date of execution of this Agreement. Purchaser agrees to promptly
notify Agent after Purchaser achieves or fails to achieve each of the preceding
development milestones within the specified time periods.  Upon
reasonable prior notice at reasonable times during normal business hours,
Purchaser hereby authorizes Agent and each Seller’s officers, employees,
representatives and agents to inspect the Transferred Assets and to discuss the
Transferred Assets and the records relating thereto with Purchaser’s
officers.

     

    Notwithstanding
anything to the contrary contained in this Agreement, Purchaser’s failure at any
time to exercise Good Faith Reasonable Efforts shall result in all Milestone
Payments not already paid by Purchaser to become immediately due and payable to
Sellers; provided, however, that in the
event Purchaser or its affiliates, sublicensees, partners or acquirers fails to
use Good Faith Reasonable Efforts developing and commercializing the
bioabsorbable stent and related technology and intellectual property of Debtor
acquired by Purchaser due to Technical Difficulties (as defined below) or
Financial Hardship (as defined below), Purchaser or its affiliates,
sublicensees, partners or acquirers can elect to: (i) pay all remaining
Milestone Payments due to Sellers and continue commercialization efforts, or
(ii) assign all Intellectual Property (as defined below) in favor of
Sellers and cease all development and commercialization efforts. As used herein
the term “Technical
Difficulties” shall mean (i) reasons of force majeure, or
(ii) the uncovering of an unforeseen technical problem not the result of a
lack of technical skill due to the hiring of personnel inexperienced in the
design, development and commercialization of stents used in interventional
cardiology and peripheral vasculature applications; the term “Financial
Hardship” shall mean the failure by Purchaser or its affiliates,
sublicensees, partners or acquirers to maintain at all times at least $250,000
net cash; and the term “Intellectual
Property” shall relate to Debtor’s stent, and related technology and
intellectual property and any improvements thereof, and shall mean and include,
without limitation, all: (i) copyrights, trademarks, patents, patent
applications, including all issues, reissues, amendments divisions,
continuations, continuations-in-part, and corresponding foreign counterparts;
and (ii) product designs, documentation, drawings, schematics,
formulations, SOPs, product concepts, manufacturing processes, custom
manufacturing equipment designs, quality standards, clinical trial data, trade
secrets, technical information relating to ongoing research and development,
business strategies, marketing plans, customer lists, and financial
data.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    13.          Security
Interest.  To secure Sellers’ rights to receive the Second
Tranche of the Purchase Price and the Third Tranche of the Purchase Price, as
well as Sellers’ rights to receive the First Milestone Payment, the Second
Milestone Payment and the Third Milestone Payment, Purchaser hereby grant to
each Seller and Agent for the benefit of Sellers continuing security interests
in all of the Transferred Assets and the Proceeds (as such terms is defined in
the CUCC) thereof.  In connection with the foregoing, Purchaser
authorizes Agent and/or Sellers to prepare and file any financing statements
describing the Transferred Assets.  Purchaser agrees that Purchaser
will do all things reasonably necessary to maintain, preserve, protect and keep
the Transferred Assets in good working order, ordinary wear and tear excepted,
utilize the Transferred Assets for their intended use (as the same may be
modified), and use the Transferred Assets lawfully and, to the extent
applicable, only as permitted by Purchaser’s insurance policies.  In
addition, Purchaser agrees to (a) not create, incur, assume or permit to
exist any lien, or grant any other Person a negative pledge, on any of the
Transferred Assets, (b) maintain, or cause to be maintained, complete and
accurate records relating to the Transferred Assets, and (c) obtain and
keep in force insurance in such amounts and types as is usual in the type of
business conducted by Purchaser, such insurance policies must be in form and
substance satisfactory to Sellers, and shall list each Seller as an additional
insured or loss payee, as applicable, on endorsement(s) in form reasonably
acceptable to Sellers. Purchaser shall furnish to Sellers such endorsements, and
upon Sellers’ request, copies of any or all such policies.  If an
Insolvency Proceeding (as defined below) occurs with respect to Purchaser (or
any successor), or Purchaser fails to timely pay the Second Tranche of the
Purchase Price or the Third Tranche of the Purchase Price when due, or Purchaser
fails to timely pay the First Milestone Payment or the Second Milestone Payment
when due then any of the foregoing shall constitute a default and Agent and
Sellers shall be entitled to exercise any or all of the rights and remedies
available to a secured party under the CUCC or any other applicable law. As used
herein, the term “Insolvency
Proceeding” means with respect to Purchaser (or any successor)
(a) any case, action or proceeding before any court or other governmental
authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding up or relief of debtors with respect to
Purchaser (or any successor), or (b) any general assignment for the benefit
of creditors, composition, marshalling of assets for creditors, or other,
similar arrangement in respect of Purchaser’s (or any successor’s) creditors
generally or any substantial portion of its creditors, undertaken under U.S.
Federal, state or foreign law, including the Federal Bankruptcy Reform Act of
1978 (11 U.S.C. §101, et seq.), as
amended.

     

    14.          Miscellaneous.

     

    (a)           Entire
Agreement.  This Agreement, together with the schedules and
exhibits attached hereto, constitutes the entire agreement of the parties hereto
regarding the purchase and sale of the Transferred Assets, and all prior
agreements, understandings, representations and statements, oral or written, are
superseded hereby.

     

    (b)           Captions.  Section captions
used in this Agreement are for convenience only, and do not affect the
construction of this Agreement.

     

    (c)           Counterpart
Execution.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.  Delivery of an
executed counterpart of a signature page to this Agreement by facsimile or other
means of electronic transmission shall be effective as delivery of a manually
executed counterpart thereof and shall be deemed an original signature for all
purposes

     

    (d)           Severability.  If
any provision of this Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement, but this Agreement shall be construed as if such
invalid or unenforceable provision had never been contained in this
Agreement.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    (e)           Further
Assurances.  At any time or from time to time after the
Closing, Sellers shall, at the request and expense of Purchaser, execute and
deliver such further instruments and documents as Purchaser may reasonably
request as may be reasonably necessary to evidence or effect the consummation of
the transactions contemplated by this Agreement.

     

    (f)           Amendments and
Waivers.  No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by Purchaser and
Sellers.  No waiver by any party hereto of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

     

    (g)           Governing
Law.  This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of California (without reference
to conflicts of law principles).

     

    (h)           Waiver of Trial by
Jury.  SELLERS, AGENT AND PURCHASER HEREBY EXPRESSLY WAIVE ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR
PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY
CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES
HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE.  SELLERS, AGENT AND PURCHASER HEREBY AGREE THAT ANY SUCH
CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A
COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO
TRIAL BY JURY.

     

    (i)           Submission to Jurisdiction;
Selection of Forum.  EACH PARTY HERETO (A) AGREES THAT IT
SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY
THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY
IN (I) THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA,
SAN JOSE DIVISION, OR IN THE EVENT THAT SUCH COURT LACKS SUBJECT MATTER
JURISDICTION OVER THE ACTION OR PROCEEDING, (II) IN AN APPROPRIATE CALIFORNIA
STATE COURT IN SAN JOSE, CALIFORNIA (SUCH FEDERAL OR STATE COURT IN SAN JOSE,
CALIFORNIA IS HEREAFTER REFERRED TO AS THE “CHOSEN COURT”) AND
(B) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURT,
(C) WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO
LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURT,
(D) WAIVES ANY ARGUMENT THAT THE CHOSEN COURT IS AN INCONVENIENT FORUM OR
DOES NOT HAVE JURISDICTION OVER ANY PARTY THERETO, AND (E) AGREES THAT SERVICE
OR PROCESS UPON ANY PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF
NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 11 OF THIS
AGREEMENT.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    (j)           WITHOUT
INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is
not enforceable, the parties hereto agree that any and all disputes or
controversies of any nature between them arising at any time shall be decided by
a reference to a private judge, mutually selected by the parties (or, if they
cannot agree, by the Presiding Judge of the Santa Clara County, California
Superior Court) appointed in accordance with California Code of Civil Procedure
Section 638 (or pursuant to comparable provisions of federal law if the
dispute falls within the exclusive jurisdiction of the federal courts), sitting
without a jury, in Santa Clara County, California; and the parties hereby submit
to the jurisdiction of such court. The reference proceedings shall be conducted
pursuant to and in accordance with the provisions of California Code of Civil
Procedure §§ 638 through 645.1, inclusive.  The private judge
shall have the power, among others, to grant provisional relief, including
without limitation, entering temporary restraining orders, issuing preliminary
and permanent injunctions and appointing receivers.  All such
proceedings shall be closed to the public and confidential and all records
relating thereto shall be permanently sealed.  If during the course of
any dispute, a party desires to seek provisional relief, but a judge has not
been appointed at that point pursuant to the judicial reference procedures, then
such party may apply to the Santa Clara County, California Superior Court for
such relief.  The proceeding before the private judge shall be
conducted in the same manner as it would be before a court under the rules of
evidence applicable to judicial proceedings.  The parties shall be
entitled to discovery which shall be conducted in the same manner as it would be
before a court under the rules of discovery applicable to judicial
proceedings.  The private judge shall oversee discovery and may
enforce all discovery rules and order applicable to judicial proceedings in the
same manner as a trial court judge.  The parties agree that the
selected or appointed private judge shall have the power to decide all issues in
the action or proceeding, whether of fact or of law, and shall report a
statement of decision thereon pursuant to the California Code of Civil Procedure
§ 644(a).  Nothing in this paragraph shall limit the right of any
party at any time to obtain provisional remedies.  The private judge
shall also determine all issues relating to the applicability, interpretation,
and enforceability of this paragraph.

     

    (k)           Construction.  The
parties hereto have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.  Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires
otherwise.  The word “including” shall mean “including without
limitation”.

     

    (l)           No Third-Party
Beneficiaries.  This Agreement shall not confer any rights or
remedies upon any person or entity other than the parties hereto and their
respective successors and permitted assigns.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    (m)           Successor and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties named herein and their respective successors and
permitted assigns.  Purchaser may not assign its rights or interests
under this Agreement, or delegate all or any of its obligations or duties
hereunder, without the prior written consent of Sellers.  Sellers may
assign their rights and interests under this Agreement and may delegate all or
any of their obligations or duties hereunder by providing Purchaser with written
notice thereof.

     

    (n)           Confidentiality.  Disclosure
of the terms of this Agreement shall be governed by the Confidentiality
Agreement executed prior to the date here among Purchaser and
Sellers.

     

    (o)           No Assumption of
Liabilities.  For avoidance of doubt, Purchaser shall not
assume any liabilities in connection with the acquisition of the Transferred
Assets contemplated by this Agreement, including, without limitation, any of
Debtor’s existing debts or any liabilities of Debtor arising prior to
Closing.

     

    (p)           IN
NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY, OR ANY CUSTOMER OF
PURCHASER OR OTHERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF DATA,
GOODWILL, REVENUE, PROFITS, LATENT DEFECTS, LOSS OF CAPITAL, CLAIMS FOR SERVICE
INTERRUPTION, COSTS AND EXPENSES INCURRED IN THE REMOVAL OF TRANSFERRED ASSETS),
ARISING OUT OF OR IN CONNECTION WITH PURCHASER’S OR ITS CUSTOMERS’ OR ANY OTHER
PARTY’S USE, MAINTENANCE OR OPERATION OF ANY OF THE TRANSFERRED ASSETS,
IRRESPECTIVE OF THE CAUSE OF ACTION OR THEORY UPON WHICH LIABILITY FOR SUCH
DAMAGES MIGHT BE ALLEGED, INCLUDING BUT NOT LIMITED TO, INFRINGEMENT,
MISAPPROPRIATION, NEGLIGENCE, OR OTHER TORT, BREACH OF CONTRACT OR WARRANTY
(EXPRESS OR IMPLIED), STRICT LIABILITY OR OTHERWISE, WHETHER AT LAW, IN EQUITY
OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
CLAIM FOR DAMAGES.

     

    15.          Purchaser’s Right of
Setoff.  Upon notice to Sellers specifying in reasonable detail
the basis for setoff, Purchaser may setoff any amount to which it may be
entitled as a result of (i) the inaccuracy of any representation or the
breach of any warranty made by Sellers herein or (ii) any failure by
Sellers to conduct the private disposition of the Transferred Assets in
substantial compliance with Section 9610 of the CUCC, in each case, against
the remaining payments due under Sections 2(a), 2(c), 2(d) and 2(e) hereof,
with such setoffs to be applied ratably to the remaining payments due to Sellers
at the time of such setoff.  The foregoing right of setoff shall be
the exclusive monetary remedy of Purchaser with respect to claims for damages in
connection with the inaccuracy of any representation or the breach of any
warranty made by Sellers herein or any failure by Sellers to conduct the private
disposition of the Transferred Assets in substantial compliance with
Section 9610 of the CUCC.  The remedy provided in this
Section 15 shall terminate on the date that is eighteen (18) months from
the date hereof.

     

    (The
remainder of this page is intentionally left blank.  The signature
page follows.)


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, Purchaser, Agent and Sellers have caused this Agreement to be
executed as of the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      SELLERS:

                                    
	 
      	 
      
	 
      	
                                      VENTURE
      LENDING & LEASING IV, INC.

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Its:

                                    	 
      
	 
      	 
      	 
      
	 
      	
                                      VENTURE
      LENDING & LEASING V, INC.,

                                    
	 
      	
                                      as
      Agent and as a Seller

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Its:

                                    	 
      
	 
      	 
      	 
      
	 
      	
                                      SILICON
      VALLEY BANK

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Its:

                                    	 
      
	 
      	 
      	 
      
	 
      	
                                      PURCHASER:

                                    
	 
      	 
      
	 
      	
                                      XENOGENICS
      CORPORATION

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:
      W. Gerald Newmin

                                    
	 
      	
                                      Its:
      Chairman &
CEO

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
“A”

     

    COPY
OF PEACEFUL FORECLOSURE AGREEMENT


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    September 29,
2009

     

    VIA
EMAIL

     

    Bioabsorbable
Therapeutics, Inc.

     

    Re:         Repossession of
Collateral

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Loan and Security Agreement and Supplement thereto, both dated as
of March 18, 2008 (referred to herein together, and as the same have been
amended, restated, supplemented and modified from time to time, as the “Loan
Agreement”), among Bioabsorbable Therapeutics, Inc. (“Borrower”),
Venture Lending & Leasing IV, Inc. (“VLL4”),
Venture Lending & Leasing V, Inc. (“VLL5”)
and Silicon Valley Bank (“SVB”).  VLL4,
VLL5 and SVB are sometimes referred to hereinafter collectively, as the “Lenders”
and VLL5, in its capacity as collateral agent for the Lenders under the Loan
Agreement is sometimes referred to herein as “Agent.”  All
capitalized terms not otherwise defined in this letter have the meanings
ascribed to them in the Loan Agreement

     

    Under the
terms of the Loan Documents, Borrower granted to each Lender and Agent for the
benefit of the Lenders security interests in all existing and after acquired
personal property of Borrower, including, but not limited to, all accounts,
contract rights, general intangibles, intellectual property, inventory,
equipment, fixtures, securities, investment property, cash, deposit accounts,
goods and any interests therein and all proceeds of the foregoing (defined in
the Loan Agreement as the “Collateral”),
as security for Borrower’s obligations and indebtedness under the Loan Agreement
and the other Loan Documents (the “Obligations”).

     

    This
agreement for peaceful re-possession and foreclosure is entered into with
respect to the Loan Agreement, under which Borrower is presently in
default.  In the course of discussions among Borrower and Lenders over
the past several months, Borrower has indicated that it has made extensive
efforts, without success, to find an acquirer for Borrower or its assets and to
raise additional capital, and that Borrower’s existing investors are unwilling
to provide any new financing.  Due to the inability to obtain
additional equity or debt financing, Borrower has ceased
operations.  Borrower does not have the ability to pay all of its
Obligations to Lenders under the Loan Agreement or to its trade
creditors.  Borrower’s Board of Directors has determined that there is
not likely to be any value for equity holders, and that it is in the best
interest of Borrower’s creditors to wind down operations and minimize further
expenses.

     

    In
consideration of the foregoing, the parties hereto agree as
follows:

     

    1.           Borrower
is now in default of its Obligations to Lenders, including defaults under
Sections 7.1(a) and 7.1(c) of the Loan Agreement, and as a result of such
defaults all Obligations of Borrower to each Lender are now due and payable in
full.  Without limiting the effect of prior notices of default and
acceleration to Borrower, each Lender hereby confirms and declares such Events
of Default exist, and accelerates all of the Obligations.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    2.           As
of the date hereof, the aggregate outstanding amount of Borrower’s Obligations
to VLL4 is approximately $1,219,628.10, the aggregate outstanding amount of
Borrower’s Obligations to VLL5 is approximately $1,219,628.10, and the aggregate
outstanding amount of Borrower’s Obligations to SVB is approximately
$946,168.56.  Such amounts exclude any interest, costs, expenses, and
professional fees which may have been incurred or may hereafter
accrue.  Borrower and Lenders have reason to believe, based on
Borrower’s having engaged the services of an investment banker to find an
acquirer for Borrower or its assets, that the aggregate value realizable for the
Collateral is substantially less than the aggregate amount of the Obligations
presently due and owing to Lenders under the Loan Documents.

     

    3.           Pursuant
to the provisions of the Loan Documents and Division 9 of the California
Commercial Code (“CUCC”),
Borrower shall immediately, following demand from Agent or the Lenders, either
make available or deliver to Agent and Lenders, as secured parties:
(i) custody and possession of all of the Collateral whether located at 959
Hamilton Ave., Menlo Park, CA 94025 (the “Premises”) or elsewhere,
including receivables collections, cash on hand and on deposit in banks, all
securities (including share certificates for each subsidiary of Borrower, if
any), and all equipment, software, source code and related documentation; and
(ii) all books and records pertaining to the Collateral of all types,
wherever located, including any computer records (including passwords and source
codes) and books concerning accounts receivable, for the purpose of collecting
and holding the same, preparing the Collateral for collection, sale or other
disposition, and conducting such sale or disposition, provided that Borrower,
upon reasonable notice and for a proper purpose, shall have access to, and the
ability to make copies of, such records and books.

     

    4.           Borrower
hereby authorizes Agent and each Lender, directly or through their agents, to
obtain possession of all inventory, goods, fixtures, equipment and other
Collateral for the purposes of: (a) taking custody and possession of the
Collateral; (b) operating and using the Collateral to finish work in
progress, and to convert raw materials to finished goods; (c) operating the
Collateral for the purpose of maintaining and preserving its value and physical
condition; and (d) preparing the Collateral for sale or other disposition,
and conducting such sale or other disposition pursuant to such Lender’s rights
under the Loan Agreement and applicable law. In furtherance of the foregoing,
Borrower authorizes Agent and each Lender, directly or through their agents, to
enter into and use any business premises, subject to the terms of any lease
therefor, but without any payment to Borrower for use and
occupancy.  Agent and Lenders may contact the landlord/agent/operator
for the Premises or any other location at which the Collateral is located in
order to work with such person to secure the Collateral.

     

    5.           Borrower
authorizes Agent and Lenders (but only to the extent that Borrower has the right
to do so), in their sole discretion, to change the locks on any business
premises, to inform any security or burglar alarm system agency of its right to
use the Premises, to post a guard on the Premises, to arrange for such fire and
other insurance coverages as any one of them deems appropriate, to remove the
Collateral from any premises, to move the Collateral to a safe location, to do
such other acts as they reasonably deems necessary to protect the Collateral
from damage or waste, and to secure their possession and custody thereof, all as
reasonable expenses of retaking and preparing the Collateral for sale or
disposition.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    6.           Borrower
acknowledges that, except as otherwise expressly agreed herein, Agent and
Lenders have no other duty with respect to custody and care of the Collateral
other than their duty under applicable law to use reasonable care in the custody
and preservation of the same, and that Agent and each Lender has no
responsibility for any tangible Collateral until physical possession thereof has
been taken.  Agent and Lenders shall have no obligation to maintain or
preserve the rights of Borrower in the Collateral against the claims of third
parties.

     

    7.           Borrower
hereby acknowledges that Agent and each Lender has not made any commitment with
respect to its method of disposing of the Collateral other than their
obligations under California law to do so in a commercially reasonable manner to
the extent required under the CUCC.  Borrower hereby waives its rights to
notice of any private sale under Section 9611 of the CUCC, and waives its
right to redeem the Collateral under Section 9623 of the
CUCC.  Notwithstanding any other provision of the Loan Documents with
respect to notice, Borrower hereby waives any further notice of sale or other
disposition to the extent permitted under applicable law, and agrees that Agent
and Lenders shall not be required to give Borrower notice of any proposed sale,
lease, election to retain, or other disposition of the
Collateral.

     

    8.           This
agreement shall in no way impair or limit any rights or remedies which Agent and
Lenders may have under the Loan Documents or applicable law, all of which are
cumulative and not alternative, including, without limitation, rights and
remedies which they may have against the Collateral.  Agent and each
Lender hereby reserves all of its rights described in the preceding
sentence.  Nothing in
this agreement shall limit Agent’s and each Lender’s rights to take possession
of, or any of Agent’s and such Lender’s other rights with respect to, the
Collateral, including Collateral covered by any financing statement filed
pursuant to the CUCC or the Uniform Commercial Code adopted in any
jurisdiction.  Agent, Lenders and Borrower agree that all cash
from collections and realizations upon Collateral shall be applied to payment
and satisfaction of the Obligations in the manner prescribed in the Loan
Agreement and by applicable law, and that if and to the extent Lenders receive
upon sale or other disposition of the Collateral any noncash consideration, such
as promissory notes or illiquid securities of a purchaser, it shall not be
commercially unreasonable for Lenders to hold such noncash consideration until
the same can be reduced to cash in a commercially reasonable manner, at which
time Lenders shall apply such proceeds to the remaining outstanding Obligations
and pay over the excess, if any, to Borrower or such other person(s) as may be
entitled thereto in accordance with applicable law.

     

    9.           Borrower
hereby agrees that, in consideration of the facts recited herein, the
forbearances previously provided to Borrower and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, in the event that:

     

    (a)           Borrower
(i) hereafter files with any bankruptcy court of competent jurisdiction or
becomes the subject of any petition under Title 11 of the United States
Code, as amended, (ii) becomes the subject of any order for relief issued
under such Title 11 of the United States Code, as amended, (iii) files
or becomes the subject of any petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future federal or state act or law relating to bankruptcy, insolvency
or other relief for debtors, (iv) seeks or consents to or acquiesces in the
appointment of any trust, receiver or liquidater for itself or for any
substantial portion of its assets, (v) becomes the subject of any order,
judgment or decree entered by any court of competent jurisdiction approving a
petition filed against such party for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future federal or state act or law relating to bankruptcy, insolvency
or relief for debtors; and


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (b)           as
a result of any of the matters set forth in (a) above, Agent’s and Lenders’
ability to repossess and/or compete a private sale or sale at foreclosure or
other conveyance of the Collateral or to exercise or enforce any of its or their
rights or remedies under the Loan Documents at law or in equity is interfered
with, impeded or otherwise impaired because of a stay of such repossession, sale
or conveyance in such proceeding, then in any such event Borrower agrees that
Agent and Lenders have good cause for relief from any automatic stay imposed by
Section 362 of Title 11 of the United States Code, as amended, or
otherwise, on or against the exercise of the rights and remedies otherwise
available to Agent and Lenders as provided in the Loan Documents or as otherwise
provided by law, and in the event of the occurrence of any of the events
described in clauses (a)(i) through (a)(v) above, Borrower will not take any
action to impede, restrain or restrict Agent’s and Lenders’ rights and remedies
under this agreement or otherwise, whether under Sections 105 or 362 of
Title 11 of the United States Code or otherwise. In addition, Borrower
waives the right to extend the one hundred twenty (120) day period under which a
debtor has the exclusive right to file a plan of reorganization in any case
involving it as debtor under Title 11 of the United States
Code.

     

    10.           If
at any time after the deemed payment or performance of the Obligations, or any
part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in
amount, or must otherwise be restored or returned by any Lender, whether as a
“voidable preference,” “fraudulent conveyance,” or otherwise then Borrower’s
Obligations under the Loan Agreement shall be reinstated and revived, all as
though such acceptance, foreclosure, payment or performance had not been
made.

     

    11.           In
consideration of the forbearances previously provided to Borrower, Borrower
hereby, for itself, its affiliates, partners, agents, successors, administrators
and assigns, releases, acquits and forever discharges Agent and each such
Lender, their past or present directors, managers, officers, employees, agents,
affiliates, attorneys, shareholders, successors and assigns (“Released
Parties”), and each of them, separately and collectively, of and from any
and all claims, actions, causes of action, counterclaims, liabilities, suits,
debts, offsets, setoffs, losses, liens, demands, rights, obligations, defenses,
damages, costs, attorneys’ fees, interest, loss of service, expenses and
compensation, known or unknown, fixed or contingent, and defenses of every
nature and kind whatsoever existing as of the date hereof (“Claims”), which Borrower might
have had in the past, or now has, including, without limitation, any Claims
relating to and in any way connected with: the Loan Agreement, the Loan
Documents, the related agreements thereto, and the lending relationship between
Borrower and the Released Parties as of the date hereof, but excluding any
claims relating to Agent’s or such Lender’s breach of this agreement or claims
arising after the date of this agreement.

     

    Furthermore,
Borrower further agrees never to commence, aid or participate in, either
directly or indirectly (except to the extent required by order or legal process
issued by a court or governmental agency of competent jurisdiction) any legal
action, defense or other proceeding based in whole or in part on the Claims
being waived hereunder.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    Borrower
expressly understands and acknowledges that it is possible that unknown losses
or Claims exist or that present losses or Claims may have been understated in
amount or severity, and it explicitly took that into account in determining the
consideration to be given for this release, and a portion of said consideration
and the mutual covenants contained herein, having been bargained for between the
parties with the knowledge of the possibility of such unknown Claims, were given
in exchange for a full accord, satisfaction and discharge of all such Claims.
Consequently, in furtherance of this general release, Borrower acknowledges and
waives the benefits of California Civil Code section 1542 (and all similar
ordinances and statutory, regulatory, or judicially created laws or rules of any
jurisdiction) which provides:

     

    A GENERAL RELEASE DOES NOT EXTEND TO
ANY CLAIM WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXISTS IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     

    Borrower
agrees that the agreements contained herein are intended to be in full
satisfaction of any alleged injuries or damages of Borrower.  Borrower
has consulted with legal counsel prior to signing this release or has had an
opportunity to obtain such counsel and knowingly chose not to do so, and execute
such release voluntarily with the intention of fully and finally extinguishing
all disputes between the parties hereto.

     

    Borrower
acknowledges that it is relying on no written or oral agreement, representation
or understanding of any kind made by Agent and Lenders or any employee, attorney
or agent of Agent or Lenders.

     

    12.           Borrower
hereby represents and warrants to Agent and the Lenders that: Borrower has full
corporate power and authority to execute and deliver this agreement, and to
perform the obligations of its part to be performed hereunder; Borrower has
taken all necessary action, corporate or otherwise, to authorize the execution
and delivery of this agreement; no consent, approval or authorization of any
person or entity (other than any of the foregoing as has been obtained by
Borrower) is or will be required in connection with the execution or delivery by
Borrower of this agreement; and this agreement is, or upon delivery hereof to
Lenders will be, the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally.  Each of Agent and
Lenders hereby represents and warrants to Borrower that: it has full corporate
power and authority to execute and deliver this agreement, and to perform the
obligations of its part to be performed hereunder; it has taken all necessary
action, corporate or otherwise, to authorize the execution and delivery of this
agreement; no consent, approval or authorization of any person or entity (other
than any of the foregoing as has been obtained by it) is or will be required in
connection with the execution or delivery by it of this agreement; and this
agreement is, or upon delivery hereof to Borrower will be, its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    13.           This
agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes all oral statements and prior writings with
respect thereto.  This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Any party may
execute this agreement by facsimile signature or scanned signature in PDF
format, and any such facsimile signature or scanned signature, if identified,
legible and complete, shall be deemed an original signature and each of the
parties is hereby authorized to rely thereon.  This agreement shall be
governed by the laws of the State of California, excluding those laws that
direct the application of the laws of another jurisdiction.

     

    remainder
of this page intentionally left blank; signature page follows


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    If you
agree to the terms of this agreement, please indicate your agreement by signing
and returning the enclosed copy of this letter.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      Very
      truly yours,

                                    
	 
      	 
      
	 
      	
                                      VENTURE
      LENDING & LEASING IV, INC.

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                      /s/

                                    
	 
      	
                                      Name:
      Maurice Werdegar

                                    
	 
      	
                                      Title:
      President

                                    
	 
      	 
      
	 
      	
                                      VENTURE
      LENDING & LEASING V, INC.

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                      /s/

                                    
	 
      	
                                      Name:
      Maurice Werdegar

                                    
	 
      	
                                      Title:
      President

                                    
	 
      	 
      
	 
      	
                                      SILICON
      VALLEY BANK

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    
	 
      	
                                      Title:

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                	
                        ACKNOWLEDGED
      AND AGREED:

                      
	 
      
	
                        BIOABSORBABLE
      THERAPEUTICS, INC.

                      
	 
      
	
                        By:

                      	 
      	 
      
	
                        Name:

                      	 
      	 
      
	
                        Title:

                      	 
      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    If you
agree to the terms of this agreement, please indicate your agreement by signing
and returning the enclosed copy of this letter.

    


    
      
        
          
            
              
                	 
      	
                        Very
      truly yours,

                      
	 
      	 
      
	 
      	
                        VENTURE
      LENDING & LEASING IV, INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	 
      	
                        VENTURE
      LENDING & LEASING V, INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	 
      	
                        SILICON
      VALLEY BANK

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/

                      
	 
      	
                        Name:Bellet
      Elirsnia

                      
	 
      	
                        Title:
      Advisor
III

                      


              

            

          

        

      

    

     

    
      
        
          
            
              
                	
                        ACKNOWLEDGED
      AND AGREED:

                      
	 
      
	
                        BIOABSORBABLE
      THERAPEUTICS, INC.

                      
	 
      
	
                        By:

                      	 
      	 
      
	
                        Name:

                      	 
      	 
      
	
                        Title:

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    If you
agree to the terms of this agreement, please indicate your agreement by signing
and returning the enclosed copy of this letter.

    


    
      
        
          
            
              
                
                  	 
      	
                          Very
      truly yours,

                        
	 
      	 
      
	 
      	
                          VENTURE
      LENDING & LEASING IV, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          VENTURE
      LENDING & LEASING V, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          SILICON
      VALLEY BANK

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              	
                      ACKNOWLEDGED
      AND AGREED:

                    
	 
      
	
                      BIOABSORBABLE
      THERAPEUTICS, INC.

                    
	 
      
	
                      By:

                    	
                      /s/

                    	 
      
	
                      Name:

                    	
                      Patrick Rivelli

                    	 
      
	
                      Title:

                    	
                      President and CEO

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
“B”

     

    TRANSFERRED
ASSETS

     

    The term
“Transferred
Assets” is defined on Exhibit A to the Bill of Sale attached as
Exhibit “C” to
this Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Bioabsorbable
Therapeutics, Inc.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                        Matter
      Number

                                                                                      	 
      	
                                                                                        Country

                                                                                      	 
      	
                                                                                        Case

                                                                                        Type

                                                                                      	 
      	
                                                                                        Status

                                                                                      	 
      	
                                                                                        Application
      No.

                                                                                      	 
      	
                                                                                        Filing
      Date

                                                                                      	 
      	
                                                                                        Title

                                                                                      	 
      	
                                                                                        Remarks

                                                                                      	 
      	
                                                                                        Inventors

                                                                                      	 
      	 
      	 
      	 
      
	
                                                                                        589318001/00

                                                                                      	 
      	
                                                                                        European
      Patent Convention

                                                                                      	 
      	
                                                                                        PCT

                                                                                      	 
      	
                                                                                        Published

                                                                                      	 
      	
                                                                                        7753611.8

                                                                                      	 
      	
                                                                                        20-Mar-2007

                                                                                      	 
      	
                                                                                        IMPROVED
      POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL
DEVICES

                                                                                      	 
      	
                                                                                        This
      application is based on PCT/US2007/007001 filed 03/20/2007 which is based
      on USSN 11/389,434 filed 03/23/2006.

                                                                                        07/23/09-
      CPA’s confirmation of payment/renewal certificate
[5/28/09]

                                                                                      	 
      	
                                                                                        Varshney,
      Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick
      A.

                                                                                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                                        Action
      Due

                                                                                      	 
      	
                                                                                        DueDate

                                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                                        Annuity
      Due

                                                                                      	 
      	
                                                                                        20-Mar-2010

                                                                                      
	
                                                                                        589318001/00

                                                                                      	 
      	
                                                                                        Patent
      Cooperation Treaty

                                                                                      	 
      	
                                                                                        ORD

                                                                                      	 
      	
                                                                                        National

                                                                                      	 
      	
                                                                                        PCT/US2007/007001

                                                                                      	 
      	
                                                                                        20-Mar-2007

                                                                                      	 
      	
                                                                                        IMPROVED
      POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL
DEVICES

                                                                                      	 
      	
                                                                                        EPO
      Allotted Application No. 07753611.8 This application is based on USSN
      11/389,434 filed 03/23/2006.

                                                                                      	 
      	
                                                                                        Varshney,
      Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick
      A.

                                                                                      	 
      	 
      	 
      	 
      
	
                                                                                        589318001/

                                                                                      	 
      	
                                                                                        United
      States of America

                                                                                      	 
      	
                                                                                        ORD

                                                                                      	 
      	
                                                                                        Abandoned

                                                                                      	 
      	
                                                                                        11/389,434

                                                                                      	 
      	
                                                                                        23-Mar-2006

                                                                                      	 
      	
                                                                                        IMPROVED
      POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL
DEVICES

                                                                                      	 
      	
                                                                                        Allow
      to lapse in favor of CON 12/484,102 filed 06/12/2009 -
      06/16/2009.

                                                                                      	 
      	
                                                                                        Varshney,
      Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick
      A.

                                                                                      	 
      	 
      	 
      	 
      
	
                                                                                        Assignment
      Date: June 19, 2006       
      Reel/Frame: 017819/0451

                                                                                      	 
      	 
      
	
                                                                                        589318001/00

                                                                                      	 
      	
                                                                                        United
      States of America

                                                                                      	 
      	
                                                                                        CON

                                                                                      	 
      	
                                                                                        Pending

                                                                                      	 
      	
                                                                                        12/484,102

                                                                                      	 
      	
                                                                                        12-Jun-2009

                                                                                      	 
      	
                                                                                        IMPROVED
      POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL
DEVICES

                                                                                      	 
      	
                                                                                        The
      US examiner has indicated the claims have been allowed.

                                                                                        This
      application is a CON of USSN 11/389,434 filed 03/23/2006.

                                                                                      	 
      	
                                                                                        Varshney,
      Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick
      A.

                                                                                      	 
      	 
      	 
      	 
      
	
                                                                                        589318002/00

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        Patent
      Cooperation Treaty

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        ORD

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        Expired

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        PCT/US2007/015811

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        10-Jul-2007

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        DRUG
      DELIVERY POLYANHYDRIDE COMPOSITION AND METHOD

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        Rec’d
      client instructions to wait for the 31- Months (Feb. 14, 2009) for further
      instruction - 01/12/2009.

                                                                                        This
      application is based on USSN 11/486,501 filed 07/14/2006.

                                                                                      	
                                                                                          

                                                                                      	
                                                                                        Hnojewyj,
      Olexander; Rivelli Jr., Patrick; Shaffer, Tony B.

                                                                                      	
                                                                                          

                                                                                      	 
      	
                                                                                          

                                                                                      	 
      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Matter
      Number

                                        	 
      	
                                          Country

                                        	 
      	
                                          Case

                                          Type

                                        	 
      	
                                          Status

                                        	 
      	
                                          Application
      No.

                                        	 
      	
                                          Filing
      Date

                                        	 
      	
                                          Title

                                        	 
      	
                                          Remarks

                                        	 
      	
                                          Inventors

                                        	 
      	 
      	 
      	 
      
	
                                          589318002/

                                        	 
      	
                                          United
      States of America

                                        	 
      	
                                          ORD

                                        	 
      	
                                          Published

                                        	 
      	
                                          11/486,501

                                        	 
      	
                                          14-Jul-2006

                                        	 
      	
                                          DRUG
      DELIVERY POLYANHYDRIDE COMPOSITION AND METHOD

                                        	 
      	 
      	 
      	
                                          Hnojewyj,
      Olexander; Rivelli Jr., Patrick; Shaffer, Tony B.

                                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                          ActionDue

                                        	 
      	
                                          DueDate
      23-Sep-2009 23-Oct-2009 23-Nov-2009

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                          File
      Response [PTA]

                                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                          File
      Response (1st ext) [PTA]

                                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                          File
      Response (2nd ext) [PTA]

                                        	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                          File
      Resp (2-wk adv to Final)

                                        	 
      	
                                          09-Dec-2009

                                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                          File
      Response [PTA] LD

                                        	 
      	
                                          23-Dec-2009

                                        
	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	 
      	
                                            

                                        	
                                          File
      Pet. to Revive (1-mo adv)

                                        	
                                            

                                        	
                                          23-Aug-2010

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        Matter
      Number

                                                                      	 
      	
                                                                        Country

                                                                      	 
      	
                                                                        Case

                                                                        Type

                                                                      	 
      	
                                                                        Status

                                                                      	 
      	
                                                                        Application
      No.

                                                                      	 
      	
                                                                        Filing
      Date

                                                                      	 
      	
                                                                        Title

                                                                      	 
      	
                                                                        Remarks

                                                                      	 
      	
                                                                        Inventors

                                                                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        File
      Petition to Revive

                                                                      	 
      	
                                                                        23-Sep-2010

                                                                      
	
                                                                        Assignment
      Date: July 14,
      2006          Reel/Frame:
      018112/0074

                                                                      	 
      	 
      	 
      	 
      	 
      
	
                                                                        589318003/00

                                                                      	 
      	
                                                                        Canada

                                                                      	 
      	
                                                                        PCT

                                                                      	 
      	
                                                                        Pending

                                                                      	 
      	
                                                                        2667325

                                                                      	 
      	
                                                                        23-Oct-2007

                                                                      	 
      	
                                                                        A
      DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER

                                                                      	 
      	
                                                                        This
      application is based on PCT/US2007/022540 filed 10/23/2007 which is based
      on USSN 60/853,847 filed 10/23/2006.

                                                                      	 
      	
                                                                        Hnojewyj,
      Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung,
      David

                                                                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        ActionDue

                                                                      	 
      	
                                                                        DueDate 23-Oct-2009
    23-Oct-2012

                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        Annuity
      Due

                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        Request
      Exam. (Deadline)

                                                                      	 
      
	
                                                                        589318003/00

                                                                      	 
      	
                                                                        European
      Patent Convention

                                                                      	 
      	
                                                                        PCT

                                                                      	 
      	
                                                                        Published

                                                                      	 
      	
                                                                        7867274.8

                                                                      	 
      	
                                                                        23-Oct-2007

                                                                      	 
      	
                                                                        A
      DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER

                                                                      	 
      	
                                                                        This
      application is based on PCT/US2007/022540 filed 10/23/2007 which is based
      on USSN 60/853,847 filed 10/23/2006.

                                                                      	 
      	
                                                                        Hnojewyj,
      Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung,
      David

                                                                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        ActionDue

                                                                      	 
      	
                                                                        DueDate
      23-Oct-2009 15-Jan-2010

                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        Annuity
      Due

                                                                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        Record
      in Hong Kong Deadline

                                                                      	 
      
	
                                                                        589318003/00

                                                                      	 
      	
                                                                        Japan

                                                                      	 
      	
                                                                        PCT

                                                                      	 
      	
                                                                        Pending

                                                                      	 
      	
                                                                        2009534632

                                                                      	 
      	
                                                                        23-Oct-2007

                                                                      	 
      	
                                                                        A
      DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER

                                                                      	 
      	
                                                                        Bioabsorbable
      ID No. 509114767

                                                                        This
      application is based on PCT/US2007/022540 filed 10/23/2007 which is based
      on USSN 60/853,847 filed 10/23/2006.

                                                                      	 
      	
                                                                        Hnojewyj,
      Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung,
      David

                                                                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        ActionDue

                                                                      	 
      	
                                                                        DueDate

                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        Deferred
      Exam

                                                                      	 
      	
                                                                        23-Oct-2010

                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                        Request
      Exam. Deadline

                                                                      	 
      	
                                                                        23-Oct-2010

                                                                      
	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	 
      	
                                                                          

                                                                      	
                                                                        Request
      Exam. (Deadline)

                                                                      	
                                                                          

                                                                      	
                                                                        23-Oct-2014

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Matter
      Number

                                                    	 
      	
                                                      Country

                                                    	 
      	
                                                      Case

                                                      Type

                                                    	 
      	
                                                      Status

                                                    	 
      	
                                                      Application
      No.

                                                    	 
      	
                                                      Filing
      Date

                                                    	 
      	
                                                      Title

                                                    	 
      	
                                                      Remarks

                                                    	 
      	
                                                      Inventors

                                                    	 
      	 
      	 
      	 
      
	
                                                      589318003/00

                                                    	 
      	
                                                      Patent
      Cooperation Treaty

                                                    	 
      	
                                                      ORD

                                                    	 
      	
                                                      National

                                                    	 
      	
                                                      PCT/US2007/022540

                                                    	 
      	
                                                      23-Oct-2007

                                                    	 
      	
                                                      A
      DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER

                                                    	 
      	
                                                      Rec’d
      client instructions to file in CA, EP, JP and US -
04/10/2009.

                                                      This
      application is based on USSN 60/853,847 filed 10/23/2006.

                                                    	 
      	
                                                      Hnojewyj,
      Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung,
      David

                                                    	 
      	 
      	 
      	 
      
	
                                                      589318003/

                                                    	 
      	
                                                      United
      States of America

                                                    	 
      	
                                                      PRO

                                                    	 
      	
                                                      Expired

                                                    	 
      	
                                                      60/853,847

                                                    	 
      	
                                                      23-Oct-2006

                                                    	 
      	
                                                      A
      DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER

                                                    	 
      	 
      	 
      	
                                                      Hnojewyj,
      Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung,
      David

                                                    	 
      	 
      	 
      	 
      
	
                                                      Assignment:
      September 21, 2007       
      Reel/Frame: 019861/0916

                                                    	 
      	 
      	 
      	 
      
	
                                                      589318003/00

                                                    	 
      	
                                                      United
      States of America

                                                    	 
      	
                                                      PCT

                                                    	 
      	
                                                      Pending

                                                    	 
      	
                                                      12/446,498

                                                    	 
      	
                                                      21-Apr-2009

                                                    	 
      	
                                                      A
      DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER

                                                    	 
      	
                                                      This
      application is based on PCT/US2007/022540 filed 10/23/2007 which is based
      on USSN 60/853,847 filed 10/23/2006.

                                                    	 
      	
                                                      Hnojewyj,
      Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung,
      David

                                                    	 
      	 
      	 
      	 
      
	
                                                      589318005/  00

                                                    	
                                                        

                                                    	
                                                      Patent
      Cooperation Treaty

                                                    	
                                                        

                                                    	
                                                      ORD

                                                    	
                                                        

                                                    	
                                                      Published

                                                    	
                                                        

                                                    	
                                                      PCT/US2009/000187

                                                    	
                                                        

                                                    	
                                                      12-Jan-2009

                                                    	
                                                        

                                                    	
                                                      BRAIDED,
      BIODEGRADABLE STENTS AND METHODS

                                                    	
                                                        

                                                    	
                                                      This
      application is based on USSN 61/020,636 filed 01/11/2008.

                                                    	
                                                        

                                                    	
                                                      Hnojewyj,
      Olexander; Rivelli Jr., Patrick; Ophir, Zohar; Jaffe, Michael; Shaffer,
      Tony B.; Leopold, Phillip M.; Leopold, Andrew R.; Cheung,
      David

                                                    	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Matter
      Number

                                                              	 
      	
                                                                Country

                                                              	 
      	
                                                                Case

                                                                Type

                                                              	 
      	
                                                                Status

                                                              	 
      	
                                                                Application
      No.

                                                              	 
      	
                                                                Filing
      Date

                                                              	 
      	
                                                                Title

                                                              	 
      	
                                                                Remarks

                                                              	 
      	
                                                                Inventors

                                                              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                ActionDue

                                                              	 
      	
                                                                DueDate
      11-Sep-2009 11-Oct-2009

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Chapter
      I Due(Nat’l Filing)

                                                              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                1st
      Opinion from PCT

                                                              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Article
      34 Amendments Due

                                                              	 
      	
                                                                11-Nov-2009

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Chapter
      II/Exam Fee Due Rule54

                                                              	 
      	
                                                                11-Nov-2009

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                2nd
      Opinion from PCT

                                                              	 
      	
                                                                11-Dec-2009

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Final
      Response to Opinions

                                                              	 
      	
                                                                11-Feb-2010

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Examination
      Report from PCT

                                                              	 
      	
                                                                11-May-2010

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Chapter
      I Due (Extended)

                                                              	 
      	
                                                                11-Jul-2010

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Chapter
      II Due (Nat’l Filing)

                                                              	 
      	
                                                                11-Jul-2010

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Chapter
      II 31st Month Deadline

                                                              	 
      	
                                                                11-Aug-2010

                                                              
	
                                                                589318005/

                                                              	 
      	
                                                                United
      States of America

                                                              	 
      	
                                                                PRO

                                                              	 
      	
                                                                Form
      Filed

                                                              	 
      	
                                                                61/020,636

                                                              	 
      	
                                                                11-Jan-2008

                                                              	 
      	
                                                                BRAIDED,
      BIODEGRADABLE STENTS AND METHODS

                                                              	 
      	
                                                                Rec’d
      client instructions to filed a U.S. Utility and a PCT application choosing
      the EPO as the ISA - 11/25/2008.

                                                              	 
      	
                                                                Hnojewyj,
      Olexander; Rivelli Jr., Patrick; Ophir, Zohar; Jaffe, Michael; Shaffer,
      Tony B.; Leopold, Phillip M.; Leopold, Andrew R.; Cheung,
      David

                                                              	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                Matter
      Number

                                                              	 
      	
                                                                Country

                                                              	 
      	
                                                                Case

                                                                Type

                                                              	 
      	
                                                                Status

                                                              	 
      	
                                                                Application
      No.

                                                              	 
      	
                                                                Filing
      Date

                                                              	 
      	
                                                                Title

                                                              	 
      	
                                                                Remarks

                                                              	 
      	
                                                                Inventors

                                                              	 
      	 
      	 
      	 
      
	
                                                                589318005/00

                                                              	 
      	
                                                                United
      States of America

                                                              	 
      	
                                                                PRO

                                                              	 
      	
                                                                Pending

                                                              	 
      	
                                                                61/143,883

                                                              	 
      	
                                                                12-Jan-2009

                                                              	 
      	
                                                                BRAIDED,
      BIODEGRADABLE STENTS AND METHODS

                                                              	 
      	 
      	 
      	
                                                                Hnojewyj,
      Olexander; Rivelli Jr., Patrick; Ophir, Zohar; Jaffe, Michael; Shaffer,
      Tony B.; Leopold, Phillip M.; Leopold, Andrew R.; Cheung,
      David

                                                              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                ActionDue

                                                              	 
      	
                                                                DueDate

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                Corrected
      App. Due from Client

                                                              	 
      	
                                                                12-Dec-2009

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                                US
      Filing Deadline

                                                              	 
      	
                                                                12-Jan-2010

                                                              
	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	 
      	
                                                                  

                                                              	
                                                                Foreign
      Filing Deadline

                                                              	
                                                                  

                                                              	
                                                                12-Jan-2010

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    ADDITIONAL TRANSFERRED
ASSETS

     

    All
Manufacturing Records including but not limited to SOPs, Subassembly, Raw
Material and Finished Product manufacturing records, and all QA/QC, Product
Packaging Procedures.

     

    All
Laboratory Notebooks, Formulation Procedures, and Product Designs.

     

    All
Animal and Human Clinical Trial Data, Regulatory Agency Submissions, and Adverse
Event Records.

     

    All
Vendor Lists, Inventory Records, Parts Lists.

     

    The
Computer Server of Bioabsorbable Therapeutics, Inc.

     

    All other
property whether intangible or tangible that may be in the possession of
Sellers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
“C”

     

    BILL
OF SALE

     

    Pursuant
to § 9610 of the California Commercial Code, and in exchange for the
consideration provided under Section 4 of the FS Agreement (as defied
below), Venture Lending & Leasing IV, Inc., Venture Lending &
Leasing V, Inc. and Silicon Valley Bank (collectively “Sellers”) do hereby
sell, transfer and deliver to Xenogenics Corporation, a Nevada corporation
(hereinafter “Purchaser”), all of
the rights of Bioabsorbable Therapeutics, Inc., a Delaware corporation
(“Debtor”), to certain of the assets of Debtor, which are more particularly
described in Exhibit “A”
attached to this Bill of Sale. Said assets shall hereinafter be referred to as
the “Transferred
Assets.”

     

    The sale
transfers to Purchaser all of Debtor’s right, title and interest in and to the
Transferred Assets free and clear of any and all security interests of Sellers
and any security interest or lien subordinate thereto.

     

    EXCEPT
FOR THOSE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THAT
CERTAIN FORECLOSURE SALE AGREEMENT AMONG SELLERS AND PURCHASER DATED SEPTEMBER
__, 2010 (“FS
AGREEMENT”), THE TRANSFERRED ASSETS ARE TRANSFERRED WITHOUT ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES AS TO TITLE, POSSESSION, QUIET ENJOYMENT,
MERCHANTABILITY, VALUE, USEFUL LIFE, FITNESS FOR INTENDED USE, PHYSICAL
CONDITION, NON-INFRINGEMENT OR SIMILAR REPRESENTATIONS AND WARRANTIES FROM, OR
ON BEHALF OF, SELLERS. PURCHASER HEREBY AGREES THAT THE TRANSFERRED ASSETS ARE
BEING PLACED AT PURCHASER’S DISPOSAL IN “AS IS” AND “WHERE IS”
CONDITION.

     

    Except as
provided in the FS Agreement, Purchaser acknowledges that it has not relied upon
any representations of Sellers, except as may specifically be provided herein,
and that it has examined the validity, quantity, quality and value of the
Transferred Assets and has accepted the same without recourse to Sellers and
Sellers disclaim any representation or warranty that particular property
described on Exhibit “A”
exists, in whole or in part, or is in a form usable to Purchaser.

     

    IN NO
EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY, OR ANY CUSTOMER OF PURCHASER
OR OTHERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE,
PROFITS, LATENT DEFECTS, LOSS OF CAPITAL, CLAIMS FOR SERVICE INTERRUPTION, COSTS
AND EXPENSES INCURRED IN THE REMOVAL OF TRANSFERRED ASSETS), ARISING OUT OF OR
IN CONNECTION WITH BUYER’S OR THEIR CUSTOMERS’ OR ANY OTHER PARTY’S USE,
MAINTENANCE OR OPERATION OF ANY OF THE TRANSFERRED ASSETS, IRRESPECTIVE OF THE
CAUSE OF ACTION OR THEORY UPON WHICH LIABILITY FOR SUCH DAMAGES MIGHT BE
ALLEGED, INCLUDING BUT NOT LIMITED TO, INFRINGEMENT, MISAPPROPRIATION,
NEGLIGENCE, OR OTHER TORT, BREACH OF CONTRACT OR WARRANTY (EXPRESS OR IMPLIED),
STRICT LIABILITY OR OTHERWISE, WHETHER AT LAW, IN EQUITY OR OTHERWISE, EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM FOR
DAMAGES.

     

    As
between Sellers and Purchaser only, in addition to all the consideration paid
hereunder, Purchaser shall be liable for all sales, use, excise, stamp,
documentary, filing, recording, transfer or similar fees or taxes and shall hold
Sellers harmless from any cost relating thereto.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    All
aspects of this agreement, including construction, validity and performance of
this agreement, shall be governed by, and construed and enforced in accordance
with, the laws of the State of California.  The Purchaser agrees to
submit to the exclusive jurisdiction of the state and Federal courts located in
County of Santa Clara, State of California.

     

    [Signatures
on the Following Page]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Executed
at San Jose, California and Woonsocket, Rhode Island this __ day of September,
2010.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  “Sellers”

                                
	 
      
	
                                  VENTURE
      LENDING & LEASING IV, INC.

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Its:

                                	 
      
	 
      
	
                                  VENTURE
      LENDING & LEASING V, INC., as Agent and as a Seller

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Its:

                                	 
      
	 
      
	
                                  SILICON
      VALLEY BANK

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Its:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    THE
FOREGOING IS AGREED AND ACCEPTED:

    


    
      
        
          	
                  XENOGENICS
      CORPORATION

                
	 
      
	
                  By:

                	 
      
	
                  Name:
      W. Gerald Newmin

                
	
                  Its:
      Chairman & CEO

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit “A”

    To

    Bill of
Sale

     

    The term
“Transferred
Assets” means all right, title and interest of Debtor in and to the
following items of personal property in existence and owned by Debtor as of the
date of the Bill of Sale to which this Exhibit is attached: all of the
tangible and intangible assets of Debtor that were used in or related to
Debtor’s business of researching, developing and producing bioabsorbale stents
(the “Business”),
including, without limitation, all of Debtor’s right, title and interest in and
to the following property that were used in or related to the Business:
(a) all Equipment; (b) all General Intangibles; (c) all
Inventory; (d) all other Goods and personal property of Debtor, whether
tangible or intangible, now owned or existing, leased, consigned by or to,
Debtor and wherever located; (e) all Records; and (f) all Proceeds of each of
the foregoing and all accessions to, substitutions and replacements for, and
rents, profits and products of each of the foregoing.

     

    Capitalized
terms used in this Exhibit “A” are
defined as follows:

     

    “Copyright
License” means any written agreement granting any right to use any
Copyright or Copyright registration in existence and owned by Debtor as of the
date of the Bill of Sale to which this Exhibit is attached.

     

    “Copyrights”
means all of the following in existence and owned by Debtor as of the date of
the Bill of Sale to which this Exhibit is attached: (i) all
copyrights, whether registered or unregistered, held pursuant to the laws of the
United States, any State thereof or of any other country; (ii) all
registrations, applications and recordings in the United States Copyright Office
or in any similar office or agency of the United States, any State thereof or
any other country; (iii) all continuations, renewals or extensions thereof;
and (iv) any registrations to be issued under any pending
applications.

     

    “Equipment”
means any “equipment,” as such term is defined in the UCC, in existence and
owned by Debtor as of the date of the Bill of Sale to which this Exhibit is
attached (including the items listed on Schedule 1 to this Exhibit), and
any and all additions, substitutions and replacements of any of the foregoing,
wherever located, together with all attachments, components, parts, equipment
and accessories installed thereon or affixed thereto.

     

    “General
Intangibles” means any “general intangibles,” as such term is defined in
the UCC, in existence and owned by Debtor as of the date of the Bill of Sale to
which this Exhibit is attached and, in any event, shall include, without
limitation, all right, title and interest that Debtor may now have in or under
any contract, all customer lists, Copyrights, Trademarks, Patents, websites,
domain names, and all applications therefor and reissues, extensions, or
renewals thereof, other rights to Intellectual Property, interests in
partnerships, joint ventures and other business associations, Licenses, permits,
trade secrets, proprietary or confidential information, inventions (whether or
not patented or patentable), technical information, procedures, designs,
knowledge, know-how, software, data bases, data, skill, expertise, recipes,
experience, processes, models, drawings, materials and records, goodwill
(including, without limitation, the goodwill associated with any Trademark,
Trademark registration or Trademark licensed under any Trademark License),
claims in or under insurance policies, including unearned premiums, rights to
sue for past, present and future infringement of Copyrights, Trademarks and
Patents, rights of indemnification.

     

    “Goods”
means any “goods,” as such term is defined in the UCC, in existence and owned by
Debtor as of the date of the Bill of Sale to which this Exhibit is
attached.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “Inventory”
means any “inventory,” as such term is defined in the UCC, wherever located, in
existence and owned by Debtor as of the date of the Bill of Sale to which this
Exhibit is attached, and, in any event, shall include, without limitation,
all inventory, goods and other personal property that are held by or on behalf
of Debtor for sale or lease or are furnished or are to be furnished under a
contract of service or that constitute raw materials, work in process or
materials used or consumed or to be used or consumed in Debtor’s business, or
the processing, packaging, promotion, delivery or shipping of the same, and all
finished goods, whether or not the same is in transit or in the constructive,
actual or exclusive possession of Debtor or is held by others for Debtor’s
account, including, without limitation, all goods covered by purchase orders and
contracts with suppliers and all goods billed and held by suppliers and all such
property that may be in the possession or custody of any carriers, forwarding
agents, truckers, warehousemen, vendors, selling agents or other
persons.

     

    “License”
means any Copyright License, Patent License, Trademark License or other license
of rights or interests in existence and owned by Debtor as of the date of the
Bill of Sale to which this Exhibit is attached, and any renewals or
extensions thereof.

     

    “Patent
License” means any written agreement granting any right with respect to
any invention on which a Patent is in existence and owned by Debtor as of the
date of the Bill of Sale to which this Exhibit is attached.

     

    “Patents”
means all of the following property in existence and owned by Debtor as of the
date of the Bill of Sale to which this Exhibit is attached: (a) all
letters patent of, or rights corresponding thereto in, the United States or any
other country, all registrations and recordings thereof, and all applications
for letters patent of, or rights corresponding thereto in, the United States or
any other country, including, without limitation, registrations, recordings and
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or any other country;
(b) all reissues, continuations, continuations-in-part or extensions
thereof; (c) all petty patents, divisionals, and patents of addition; and
(d) all patents to be issued under any such applications.

     

    “Records”
means, to the extent related to or evidencing the Transferred Assets, all
Debtor’s computer
programs, software, hardware, source codes and data processing information, all
written documents,
books, invoices, ledger sheets, financial information and statements, and all
other writings concerning the Business in existence and owned by Debtor as of
the date of the Bill of Sale to which this Exhibit is
attached.

     

    “Trademark
License” means any written agreement granting any right to use any
Trademark or Trademark registration in existence and owned by Debtor as of the
date of the Bill of Sale to which this Exhibit is attached.

     

    “Trademarks”
means all of the following property in existence and owned by Debtor as of the
date of the Bill of Sale to which this Exhibit is attached: (a) all
trademarks, tradenames, corporate names, business names, trade styles, service
marks, logos, other source or business identifiers, prints and labels on which
any of the foregoing have appeared or appear, designs and general intangibles of
like nature, now existing or hereafter adopted or acquired, all registrations
and recordings thereof, and any applications in connection therewith, including,
without limitation, registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof and (b) reissues, extensions or renewals
thereof.

     

    “UCC”
means the Uniform Commercial Code as in effect in the State of California as of
the date of this Bill of Sale.  Unless otherwise defined herein, terms
that are defined in the UCC and used herein shall have the meanings given to
them in the UCC.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Executed
at San Jose, California and Woonsocket, Rhode Island this __ day of September,
2010.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  “Sellers”

                                
	 
      
	
                                  VENTURE
      LENDING & LEASING IV, INC.

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Its:

                                	 
      
	 
      
	
                                  VENTURE
      LENDING & LEASING V, INC., as Agent and as a Seller

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Its:

                                	 
      
	 
      
	
                                  SILICON
      VALLEY BANK

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Its:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    THE
FOREGOING IS AGREED AND ACCEPTED:

    


    
      
        
          	
                  XENOGENICS
      CORPORATION

                
	 
      
	
                  By:

                	 
      
	
                  Name:
      W. Gerald Newmin

                
	
                  Its:
      Chairman & CEO

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Schedule 1

     

    [see
attachment hereto]

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    SECRETARY
OF STATE

     

    STATE OF
CALIFORNIA

     

    Search
Certificate

     

    
      	
              SEARCH
      REQUESTED ON:

            	
              09/16/2010

            


    

     

    Organization
Debtor: BIOABSORBABLE
THERAPEUTICS, INC.

     

    Address:
NOT
SPECIFIED

     

    Date
Range From: NOT
SPECIFIED

     

    Search:
ALL

     

    The
undersigned Filing Officer hereby certifies that there are no active financing
statements, tax liens, attachment liens, or judgement liens on file in my office
reflecting the above Debtor as of 09/07/2010 at 1700
hours.

     

    The
search results herein reflect only the specific information requested. The
results of this Debtor search will not reflect variances of this name. If the
Debtor is known under other personal names, trade names, business entities, or
addresses, separate searches of these names will have to be requested and
conducted. The Secretary of State, his officers and agents disclaim any and all
liability for claims resulting from other filings on which the name of the
Debtor can be found in any other form than which was requested.

     

    

    Debra
Bowen

    Secretary
of State

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
“D”

     

    PATENT
TRANSFER STATEMENT


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    PATENT
TRANSFER STATEMENT

    (under
Uniform Commercial Code Section 9-619)

     

    WHEREAS,
Bioabsorbable Therapeutics, Inc., a Delaware corporation (“BTI”), is the registered owner
of certain patents registered and patents applications pending in the United
States Patent and Trademark Office, (hereinafter collectively referred to as the
“Patents”
and “Applications”),
all of which are set forth on the Schedule attached hereto;

     

    WHEREAS,
BTI previously granted to each of Venture Lending & Leasing IV, Inc.
(“VLL4”), Venture
Lending & Leasing V, Inc. (“VLL5”) and Silicon Valley Bank
(“SVB” and sometimes
being referred to herein together with VLL4 and VLL5 as “Secured
Parties” and individually as a “Secured
Party”) security interests in all of BTI’s right, title and interest in
and to all general intangibles and other personal property owned by BTI,
including the Patents and Applications, as security for certain loans which are
in default;

     

    WHEREAS,
BTI has defaulted in connection with its secured obligations to Secured
Parties;

     

    WHEREAS,
each Secured Party has exercised its post-default rights of foreclosure of its
security interests in and to the Patents and Applications; and

     

    WHEREAS,
by reason of the exercise of such post-default remedies, all rights of BTI in
and to the Patents and Applications have been acquired by Xenogenics
Corporation, a Nevada corporation (“Transferee”).

     

    NOW,
THEREFORE, in accordance with Section 9619(b) of the California Commercial
Code, Transferee is entitled to a transfer of record of all rights of BTI in the
Patents and Applications, and request is hereby made that the Commissioner of
Patents and Trademarks and the United States Patent and Trademark Office accept
the foregoing transfer statement and promptly amend its records to reflect the
aforesaid transfer to Transferee.

     

    The
mailing address of BTI, Secured Parties and the Transferee are as
follows:

    


    
      
        
          
            
              
                
                  	
                          BTI:

                        	
                          Bioabsorbable
      Therapeutics, Inc.

                          c/o
      Western Technology Investment

                          2010
      North First Street, Suite 310

                          San
      Jose, CA 95131

                          Attention:
      Chief Financial Officer

                        
	 	 
	
                          Secured Parties:

                        	
                          Venture
      Lending & Leasing V, Inc., as Agent

                          2010
      North First Street, Suite 310

                          San
      Jose, CA 95131

                          Attn:
      Chief Financial Officer

                        
	 	 
	
                          Transferee:

                        	
                          Xenogenics
      Corporation

                          68
      Cumberland Street, Suite 301

                          Woonsocket,
      RI 02895

                          Tel.:
      (401) 762-0045

                          FAX:
      (401) 762-0098

                          Attention:
      W. Gerald Newmin, 

                          Chairman &
      CEO

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
instrument may be executed in counterparts, and each counterpart shall have the
same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned.  This instrument may
be executed by facsimile signature, and such signature shall be treated as a
fully enforceable signature hereto.

     

    [Signature
pages follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, each Secured Party and Transferee has caused its name to be
signed by a duly authorized representative this                                                      day
of                                      ,
2010.

     

    
      
        
          
            
              
                	
                        SECURED
      PARTIES:

                      
	 
      
	
                        VENTURE
      LENDING & LEASING IV, INC.

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
      
	
                        VENTURE
      LENDING & LEASING V, INC.

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
      
	
                        SILICON
      VALLEY BANK

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
      
	
                        TRANSFEREE:

                      
	 
      
	
                        XENOGENICS
      CORPORATION

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:
      W. Gerald Newmin

                      
	
                        Title:
      Chairman &
CEO

                      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule of Patents and
Applications

    


    
      
        	
                Description

              	 
      	
                Registration/Serial Number

              	 
      	
                Registration/Application Date

              
	 
      	 
      	 
      	 
      	 
      
	
                IMPROVED

                POLYANHYDRIDE

                POLYMERS
      AND THEIR

                USES
      IN BIOMEDICAL

                DEVICES

              	 
      	
                PCT/US2007/007001

              	 
      	
                20-MAR-2007

              
	 
      	 
      	 
      	 
      	 
      
	
                IMPROVED

                POLYANHYDRIDE

                POLYMERS
      AND THEIR

                USES
      IN BIOMEDICAL

                DEVICES

              	 
      	
                11/389,434

              	 
      	
                23-MAR-2006

              
	 
      	 
      	 
      	 
      	 
      
	
                DRUG
      DELIVERY 

                POLYANHYDRIDE
      

                COMPOSITION
      AND 

                METHOD

              	 
      	
                PCT/US2007/015811

              	 
      	
                10-JUL-2007

              
	 
      	 
      	 
      	 
      	 
      
	
                DRUG
      DELIVERY 

                POLYANHYDRIDE
      

                COMPOSITION
      AND 

                METHOD

              	 
      	
                11/486,501

              	 
      	
                14-JUL-2006

              
	 
      	 
      	 
      	 
      	 
      
	
                A
      DRUG-RELEASE 

                COMPOSITION
      HAVING A 

                THERAPEUTIC
      CARRIER

              	 
      	
                PCT/US2007/022540

              	 
      	
                23-OCT-2007

              
	 
      	 
      	 
      	 
      	 
      
	
                BRAIDED,
      

                BIODEGRADABLE
      STENTS 

                AND
      METHODS

              	
                  

              	
                61/020,636

              	
                  

              	
                11-JAN-2008

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
“E”

     

    TRADEMARK
TRANSFER STATEMENT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TRADEMARK
TRANSFER STATEMENT

    (under
Uniform Commercial Code Section 9-619)

     

    WHEREAS,
Bioabsorbable Therapeutics, Inc., a Delaware corporation (“BTI”), is the registered owner
of certain trademarks and service marks registered and pending in the United
States Patent and Trademark Office, pending foreign trademark applications, and
common law trademarks and service marks (hereinafter collectively referred to as
the “Marks”),
all of which are set forth on the Schedule attached hereto;

     

    WHEREAS,
BTI previously granted to each of Venture Lending & Leasing IV, Inc.
(“VLL4”),
Venture Lending & Leasing V, Inc. (“VLL5”)
and Silicon Valley Bank (“SVB” and sometimes being referred to herein together
with VLL4 and VLL5 as “Secured
Parties” and individually as a “Secured
Party”)security interests in all of BTI’s right, title and interest in
and to all general intangibles and other personal property owned by BTI,
including the Marks as security for certain loans which are in
default;

     

    WHEREAS,
BTI has defaulted in connection with its secured obligations to
SecuredParties;

     

    WHEREAS,
each Secured Party has exercised its post-default rights of foreclosure of its
security interests in and to the Marks and the goodwill associated therewith,
and pursuant to a power of sale and foreclosure has conveyed on
[___________________], 2010, the Marks to Xenogenics Corporation, a Nevada
corporation (“Transferee”); and

     

    WHEREAS,
by reason of the exercise of such foreclosure remedies and conveyance, all
rights of BTI in and to the Marks have been acquired by Transferee.

     

    NOW,
THEREFORE, in accordance with Section 9619(b) of the California Commercial
Code, Transferee is entitled to a transfer of record of all rights of BTI in the
Marks, and request is hereby made that the Commissioner of Patents and
Trademarks and the United States Patent and Trademark Office accept the
foregoing transfer statement and promptly amend its records to reflect the
aforesaid transfer to Transferee.

     

    The
mailing address of BTI, Secured Parties and the Transferee are as
follows:

    


    
      
        
          
            
              	
                      BTI:

                    	
                      Bioabsorbable
      Therapeutics, Inc.

                      c/o
      Western Technology Investment

                      2010
      North First Street, Suite 310

                      San
      Jose, CA 95131

                      Attention:
      Chief Financial Officer

                    
	 
      	 
      
	
                      Secured Parties:

                    	
                      Venture
      Lending & Leasing V, Inc., as Agent

                      2010
      North First Street, Suite 310

                      San
      Jose, CA 95131

                      Attn:
      Chief Financial Officer

                    
	 
      	 
      
	
                      Transferee:

                    	
                      Xenogenics
      Corporation

                      68
      Cumberland Street, Suite 301

                      Woonsocket,
      RI 02895

                      Tel.:
      (401) 762-0045

                      FAX:
      (401) 762-0098

                      Attention:
      W. Gerald Newmin, 

                      Chairman &
      CEO

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
instrument may be executed in counterparts, and each counterpart shall have the
same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned.  This instrument may
be executed by facsimile signature, and such signature shall be treated as a
fully enforceable signature hereto.

     

    [Signature
pages follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, each Secured Party and Transferee has caused its name to be
signed by a duly authorized representative this                                            
day of                                      ,
2010.

    


    
      
        
          
            
              
                	
                        SECURED
      PARTIES:

                      
	 
      
	
                        VENTURE
      LENDING & LEASING IV, INC.

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
      
	
                        VENTURE
      LENDING & LEASING V, INC.

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
      
	
                        SILICON
      VALLEY BANK

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:

                      
	
                        Title:

                      
	 
      
	
                        TRANSFEREE:

                      
	 
      
	
                        XENOGENICS
      CORPORATION

                      
	 
      
	
                        By:

                      	 
      
	
                        Name:
      W. Gerald Newmin

                      
	
                        Title:
      Chairman &
CEO

                      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule of
Trademarks

    


    
      
        
          
            	
                    Description

                  	 
      	
                    Registration/Serial Number

                  	 
      	
                    Registration/Application Date

                  
	 	 	 	 	 
	
                    IDEAL

                  	 
      	
                    78/954,880

                  	 
      	
                    17-AUG-2006

                  
	 	 	 	 	 
	
                    IDEAL

                  	
                      

                  	
                    New
      Zealand: (210) 776589

                  	
                      

                  	
                    26-SEPT-2007

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
“F”

     

    WIRE
INSTRUCTIONS

     

    FOR
VENTURE LENDING & LEASING V, INC. Union Bank, N.A

     

    ABA #:
122000496

     

    Monterey
Park, CA 91755 USA

     

    For
Credit to: Venture L&L V, Inc. Custody Account Number:
6711805001

     

    Ref:
TRUSDG/37130196431/Branch 263

     

    Attn:
Douglas Schlafer


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
“G”

     

    FORM
OF WARRANT


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF,
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, SUBJECT TO SECTION
2(B) BELOW, AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    Date of
issuance: September __, 2010

     

    Expiration
Date: September __, 2020

     

    WARRANT
TO PURCHASE

     

    SHARES OF
COMMON STOCK OF

     

    XENOGENICS
CORPORATION

     

    This
certifies that VENTURE LENDING & LEASING IV, LLC, or assigns (the
“Holder”), for
value received, is entitled to purchase from XENOGENICS CORPORATION, a Nevada
corporation (the “Company”), One
Hundred Seventy-five Thousand and Four (175,004) fully paid and nonassessable
shares of the Company’s Common Stock (“Common Stock”) for
cash at a price of $0.038 per share (the “Stock Purchase Price”) at any time or
from time to time up to and including 5:00 p.m. (Pacific time) on
September __, 2020 (the “Expiration Date”),
upon surrender to the Company at its principal office at 68 Cumberland Street,
Suite 301, Woonsocket, Rhode Island 02895 (or at such other location as the
Company may advise Holder in writing), of this Warrant properly endorsed with
the Form of Subscription attached hereto, duly filled in and signed and upon
payment in cash or by check of the aggregate Stock Purchase Price for the number
of shares for which this Warrant is being exercised determined in accordance
with the provisions hereof. The Holder may also exercise this Warrant on a
cashless or “net issuance” basis as described in Section 1(b)
below.

     

    This
Warrant is subject to the following terms and conditions:

     

    1.           Exercise; Issuance of
Certificates; Payment for Shares.

     

    (a)           Unless
an election is made pursuant to clause (b) of this Section 1, this
Warrant shall be exercisable at the option of the Holder, at any time or from
time to time, on or before the Expiration Date for all or any portion of the
shares of Common Stock (but not for a fraction of a share) which may be
purchased hereunder for the Stock Purchase Price multiplied by the number of
shares to be purchased.  The Company agrees that the shares of Common
Stock purchased under this Warrant shall be and are deemed to be issued to the
Holder hereof as the record owner of such shares as of the close of business on
the date on which the form of subscription shall have been delivered and payment
made for such shares.  Subject to the provisions of Section 2,
certificates for the shares of Common Stock so purchased, together with any
other securities or property to which the Holder hereof is entitled upon such
exercise, shall be delivered to the Holder hereof by the Company at the
Company’s expense within a reasonable time after the rights represented by this
Warrant have been so exercised.  Except as provided in clause
(b) of this Section 1, in case of a purchase of less than all the
shares which may be purchased under this Warrant, the Company shall cancel this
Warrant and execute and deliver a new Warrant or Warrants of like tenor for the
balance of the shares purchasable under this Warrant surrendered upon such
purchase to the Holder hereof within a reasonable time.  Each stock
certificate so delivered shall be in such denominations of Common Stock as may
be requested by the Holder hereof and shall be registered in the name of such
Holder or such other name as shall be designated by such Holder, subject to the
limitations contained in Section 2.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


     

    (b)           The
Holder, in lieu of exercising this Warrant by the cash payment of the Stock
Purchase Price pursuant to clause (a) of this Section 1, may elect, at
any time on or before the Expiration Date, to surrender this Warrant and receive
that number of shares of Common Stock equal to the quotient of: (i) the
difference between (A) the Per Share Price (as hereinafter defined) of the
Common Stock, less (B) the Stock Purchase Price then in effect, multiplied
by the number of shares of Common Stock the Holder would otherwise have been
entitled to purchase hereunder pursuant to clause (a) of this
Section 1 (or such lesser number of shares as the Holder may designate in
the case of a partial exercise of this Warrant); over (ii) the Per Share
Price.  Election to exercise under this Section 1(b) may be made
by delivering a signed form of subscription to the Company via facsimile, to be
followed by delivery of this Warrant.  Notwithstanding anything to the
contrary contained in this Warrant, if as of the close of business on the last
business day preceding the Expiration Date this Warrant remains unexercised as
to all or a portion of the shares of Common Stock purchasable hereunder, then
effective as 9:00 a.m. (Pacific time) on the Expiration Date, the Holder shall
be deemed, automatically and without need for notice to the Company, to have
elected to exercise this Warrant in full pursuant to the provisions of this
Section 1(b), and upon surrender of this Warrant shall be entitled to
receive that number of shares of Common Stock computed using the above
formula.

     

    (c)           For
purposes of clause (b) of this Section 1, “Per Share Price”
means the closing price of the Common Stock as quoted by NASDAQ or listed on any
exchange, whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the trading day immediately prior to the date of the Holder’s
election hereunder.  If the Common Stock is not quoted by NASDAQ or
listed on an exchange and none of the above clauses apply, the Per Share Price
of the Common Stock shall be the price per share which the Company would obtain
from a willing buyer for shares sold by the Company from authorized but unissued
shares as such price shall be agreed upon by the Holder and the Company or, if
agreement cannot be reached within ten (10) business days of the Holder’s
election hereunder, as such price shall be determined in good faith by the
Company’s board of directors.

     

    2.           Limitation on
Transfer.

     

    (a)           This
Warrant and the Common Stock shall not be transferable except upon the
conditions specified in this Section 2, which conditions are intended to
ensure compliance with the provisions of the Securities Act.  Each
holder of this Warrant or the Common Stock issuable hereunder will cause any
proposed transferee of the Warrant or Common Stock to agree to take and hold
such securities subject to the provisions and upon the conditions specified in
this Section 2.  Subject to the provisions of this Section 2
and upon providing Company with written notice, the Holder may freely transfer
all or part of this Warrant or the shares issuable upon exercise of this Warrant
(or the shares issuable, directly or indirectly, upon conversion of the shares,
if any) to any transferee, provided, however, in
connection with any such transfer, the Holder will give Company notice of the
portion of the Warrant being transferred setting forth the name, address and
taxpayer identification number of the transferee and Holder will surrender this
Warrant to Company for reissuance to the transferee(s) (and Holder, if
applicable).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           The
Holder of this Warrant and each person to whom this Warrant is subsequently
transferred represents and warrants to the Company (by acceptance of such
transfer) that it will not transfer this Warrant (or securities issuable upon
exercise hereof unless a registration statement under the Securities Act was in
effect with respect to such securities at the time of issuance thereof) except
pursuant to (i) an effective registration statement under the Securities
Act, (ii) Rule 144 under the Securities Act (or any other rule under
the Securities Act relating to the disposition of securities), or (iii) an
opinion of counsel, reasonably satisfactory to counsel for the Company, that an
exemption from such registration is available.

     

    3.           Shares to be Fully Paid;
Reservation of Shares.  The Company covenants and agrees that
all shares of Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable and free from all preemptive rights of any
stockholder and free of all taxes, liens and charges with respect to the issue
thereof.  The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant,
a sufficient number of shares of authorized but unissued Common Stock when and
as required to provide for the exercise of the rights represented by this
Warrant.  The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
domestic securities exchange upon which the Common Stock may be
listed.  The Company will not take any action which would result in
any adjustment of the Stock Purchase Price (as described in Section 4
hereof) (i) if the total number of shares of Common Stock issuable after
such action upon exercise of all outstanding warrants, together with all shares
of Common Stock then outstanding and all shares of Common Stock then issuable
upon exercise of all options and upon the conversion of all convertible
securities then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company’s Certificate of Incorporation,
(ii) if the total number of shares of Common Stock issuable after such
action upon the conversion of all such shares of the Company’s preferred stock
together with all shares of Common Stock then outstanding and then issuable upon
exercise of all options and upon the conversion of all convertible securities
then outstanding would exceed the total number of shares of Common Stock then
authorized by the Company’s Certificate of Incorporation or (iii) if the
par value per share of the Common Stock would exceed the Stock Purchase
Price.

     

    4.           Adjustment of Stock Purchase
Price Number of Shares.  The Stock Purchase Price and the
number of shares purchasable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the occurrence of certain events described
in this Section 4.  Upon each adjustment of the Stock Purchase
Price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Stock Purchase Price resulting from such adjustment, the number of shares
obtained by multiplying the Stock Purchase Price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the Stock Purchase
Price resulting from such adjustment.

     

    4.1           Subdivision or Combination
of Stock.  In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the Stock
Purchase Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares,
the Stock Purchase Price in effect immediately prior to such combination shall
be proportionately increased.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.2         Dividends in Common
Stock, Other
Stock,
Property,
Reclassification.  If at any time or from time to time the
holders of Common Stock (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,

     

    (a)           Common
Stock, or any shares of stock or other securities whether or not such securities
are at any time directly or indirectly convertible into or exchangeable for
Common Stock, or any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing by way of dividend or other distribution,
or

     

    (b)           any
cash paid or payable otherwise than as a cash dividend, or

     

    (c)           Common
Stock or other or additional stock or other securities or property (including
cash) by way of spin off, split-up, reclassification, combination of shares or
similar corporate rearrangement, (other than shares of Common Stock issued as a
stock split, adjustments in respect of which shall be covered by the terms of
Section 4.1 above), then and in each such case, the Holder hereof shall,
upon the exercise of this Warrant, be entitled to receive, in addition to the
number of shares of Common Stock receivable thereupon, and without payment of
any additional consideration therefor, the amount of stock and other securities
and property (including cash in the cases referred to in clauses (b) and
(c) above) which such Holder would hold on the date of such exercise had it
been the holder of record of such Common Stock as of the date on which holders
of Common Stock received or became entitled to receive such shares and/or all
other additional stock and other securities and property.

     

    4.3         Change of Control;
IPO.  In the event of (i) a Change of Control (as
hereinafter defined) or (ii) the consummation of a sale of the Company’s
securities pursuant to a registration statement filed by Company under the
Securities Act (or pursuant to the laws of the jurisdiction in which the initial
public offering is completed), in connection with the first firm commitment
underwritten offering of the Company’s securities to the general public that
occurs after the date this Warrant is issued (“IPO”), this Warrant
shall be automatically exchanged for a number of shares of the Company’s
securities, such number of shares being equal to the maximum number of shares
issuable pursuant to the terms hereof (after taking into account all adjustments
described herein) had the Holder elected to exercise this Warrant immediately
prior to the closing of such Change of Control or IPO and purchased all such
shares pursuant to the cash exercise provision set forth in Section 1(a)
hereof (as opposed to the cashless exercise provision set forth in
Section 1(b)). The Company acknowledges and agrees that the Holder shall
not be required to make any additional payment (cash or otherwise) for such
shares as further consideration for their issuance pursuant to the terms of the
preceding sentence.  “Change of Control”
shall mean any sale, license, or other disposition of all or substantially all
of the assets of the Company, any reorganization, consolidation, merger or other
transaction involving the Company where the holders of the Company’s securities
before the transaction beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.  This
Warrant shall terminate upon the Holder’s receipt of the number of shares of the
Company’s equity securities described in this Section 4.3.

     

    4.4         Notice of
Adjustment.  Upon any adjustment of the Stock Purchase Price,
and/or any increase or decrease in the number of shares purchasable upon the
exercise of this Warrant the Company shall give written notice thereof, by first
class mail, postage prepaid, addressed to the registered holder of this Warrant
at the address of such holder as shown on the books of the Company. The notice,
which may be substantially in the form of Exhibit “A” attached hereto,
shall be signed by the Company’s chief financial officer and shall state the
Stock Purchase Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the
exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.5         Other
Notices.  If at any time:

     

    (a)           the
Company shall declare any cash dividend upon its Common Stock;

     

    (b)           the
Company shall declare any dividend upon its Common Stock payable in stock or
make any special dividend or other distribution to the holders of its Common
Stock;

     

    (c)           there
shall be any capital reorganization or reclassification of the capital stock of
the Company, or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another entity;

     

    (d)           there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Company; or

     

    (e)           the
Company shall take or propose to take any other action, notice of which is
actually provided to holders of the Common Stock;

     

    then, in any one or more of
said cases, the Company shall give, by first class mail, postage prepaid,
addressed to the Holder of this Warrant at the address of such Holder as shown
on the books of the Company, (i) at least 20 day’s prior written notice of
the date on which the books of the Company shall close or a record shall be
taken for such dividend or distribution or for determining rights to vote in
respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, or other action and (ii) in
the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, or other action, at least 20 day’s
written notice of the date when the same shall take place. Any notice given in
accordance with the foregoing clause (i) shall also specify, in the case of
any such dividend or distribution, the date on which the holders of Common Stock
shall be entitled thereto.  Any notice given in accordance with the
foregoing clause (ii) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, or other
action as the case may be.

     

    4.6         Certain
Events.  If any change in the outstanding Common Stock of the
Company or any other event occurs as to which the other provisions of this
Section 4 are not strictly applicable or if strictly applicable would not
fairly effect the adjustments to this Warrant in accordance with the essential
intent and principles of such provisions, then the Board of Directors of the
Company shall make in good faith an adjustment in the number and class of shares
issuable under this Warrant, the Stock Purchase Price and/or the application of
such provisions, in accordance with such essential intent and principles, so as
to protect such purchase rights as aforesaid.  The adjustment shall be
such as will give the Holder of this Warrant upon exercise for the same
aggregate Stock Purchase Price the total number, class and kind of shares as the
Holder would have owned had this Warrant been exercised prior to the event and
had the Holder continued to hold such shares until after the event requiring
adjustment.

     

    5.          Issue
Tax.  The issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder of
this Warrant for any issue tax in respect thereof; provided, however, that the
Company 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 then Holder of this Warrant being
exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.           Closing of
Books.  The Company will at no time close its transfer books
against the transfer of this Warrant or of any shares of Common Stock issued or
issuable upon the exercise of this Warrant in any manner which interferes with
the timely exercise of this Warrant.

     

    7.           No Voting or Dividend
Rights; Limitation of Liability.  Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof the right to
vote or to consent as a stockholder in respect of meetings of stockholders for
the election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company.  No dividends or interest
shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised.  No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Stock
Purchase Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by its creditors.

     

    8.           Amendment of Certificate of
Incorporation.  Unless the holder of this Warrant consents
thereto in writing, the Company shall not amend its Certificate of Incorporation
prior to the exercise of this Warrant if the effect of such amendment on the
Holder hereof would be more adverse to the Holder hereof than, and substantially
dissimilar to, its effect on the other holders of the Company’s Common
Stock.

     

    9.           Registration
Rights.  The Holder hereof shall be entitled, with respect to
the shares of Common Stock issued upon exercise hereof to all of the
registration rights set forth in any agreement entered into after the date of
issuance of this Warrant among the Company and its investors whereby such
investors are provided registration rights (as applicable, the “Rights
Agreement”) to the same extent and on the same terms and conditions as possessed
by the investors thereunder with the following exceptions and clarifications:
(i) the Holder will be subject to the same provisions regarding
indemnification as contained in the Rights Agreement; and (ii) the
registration rights are freely assignable by the Holder of this Warrant in
connection with a permitted transfer of this Warrant or the shares issuable upon
exercise hereof. The Company shall take such action as may be reasonably
necessary to assure that the granting of such registration rights to the Holder
does not violate the provisions of the Rights Agreement or any of the Company’s
charter documents or rights of prior grantees of registration
rights.

     

    10.           Rights and Obligations
Survive Exercise of Warrant.  The rights and obligations of the
Company, of the Holder of this Warrant and of the holder of shares of Common
Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and
9 shall survive the exercise of this Warrant.

     

    11.           Modification and
Waiver.  This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.

     

    12.           Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Holder hereof or the Company shall be deemed to have been given
(i) upon receipt if delivered personally or by courier (ii) upon
confirmation of receipt if by telecopy or (iii) three business days after
deposit in the US mail, with postage prepaid and certified or registered, to
each such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this
Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    13.          Binding Effect on
Successors.  This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company’s assets.  All of the obligations of
the Company relating to the Common Stock issuable upon the exercise of this
Warrant shall survive the exercise and termination of this
Warrant.  All of the covenants and agreements of Company shall inure
to the benefit of the successors and assigns of Holder
hereof.  Company will, at the time of the exercise of this Warrant, in
whole or in part, upon request of Holder hereof but at Company’s expense,
acknowledge in writing its continuing obligation to Holder hereof in respect of
any rights (including, without limitation, any right to registration of the
shares of Common Stock) to which Holder hereof shall continue to be entitled
after such exercise in accordance with this Warrant; provided, that the failure
of Holder hereof to make any such request shall not affect the continuing
obligation of Company to Holder hereof in respect of such rights.

     

    14.          Descriptive Headings and
Governing Law.  The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant.  This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California.

     

    15.          Lost Warrants or Stock
Certificates.  The Company represents and warrants to the
Holder hereof that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of any Warrant or stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company at its expense will make and deliver a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.

     

    16.          Fractional
Shares.  No fractional shares shall be issued upon exercise of
this Warrant.  The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.

     

    17.          Representations of
Holder.  With respect to this Warrant, Holder represents and
warrants to the Company as follows:

     

    17.1           Experience.  It
is experienced in evaluating and investing in companies engaged in businesses
similar to that of the Company; it understands that investment in this Warrant
(and the securities issuable upon exercise thereof) involves substantial risks;
it has made detailed inquiries concerning the Company, its business and
services, its officers and its personnel; the officers of the Company have made
available to Holder any and all written information it has requested; the
officers of the Company have answered to Holder’s satisfaction all inquiries
made by it; in making this investment it has relied upon information made
available to it by the Company; and it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of investment in the Company and it is able to bear the economic risk of
that investment. Holder is an “accredited investor” within the meaning of
Regulation D promulgated under the Securities Act.

     

    17.2           Investment.  It
is acquiring this Warrant (and the securities issuable upon exercise thereof)
for investment for its own account and not with a view to, or for resale in
connection with, any distribution thereof.  It understands that this
Warrant, the shares of Common Stock issuable upon exercise thereof have not been
registered under the Securities Act, nor qualified under applicable state
securities laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    17.3           Rule 144.  It
acknowledges that this Warrant and the Common Stock must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available.  It has been advised or is aware
of the provisions of Rule 144 promulgated under the Securities
Act.

     

    17.4           Access to
Data.  It has had an opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management and has
had the opportunity to inspect the Company’s facilities.

     

    18.         Additional Representations
and Covenants of the Company.  The Company hereby represents,
warrants and agrees as follows:

     

    18.1           Corporate
Power.  The Company has all requisite corporate power and
corporate authority to issue this Warrant and to carry out and perform its
obligations hereunder.

     

    18.2           Authorization.  All
corporate action on the part of the Company, its directors and stockholders
necessary for the authorization, execution, delivery and performance by the
Company of this has been taken.  This Warrant is a valid and binding
obligation of the Company, enforceable in accordance with its
terms.

     

    18.3           Offering.  Subject
in part to the truth and accuracy of Holder’s representations set forth in
Section 17 hereof, the offer, issuance and sale of this Warrant is, and the
issuance of Common Stock upon exercise of this Warrant will be exempt from the
registration requirements of the Securities Act, and are exempt from the
qualification requirements of any applicable state securities laws; and neither
the Company nor anyone acting on its behalf will take any action hereafter that
would cause the loss of such exemptions.

     

    18.4           Listing; Stock
Issuance.  The Company shall secure and maintain the listing of
the Common Stock issuable upon exercise of this Warrant upon each securities
exchange or over-the-counter market upon which securities of the same class or
series issued by Company are listed, if any.  Upon exercise of this
Warrant, the Company will use its best efforts to cause stock certificates
representing the shares of Common Stock purchased pursuant to the exercise to be
issued in the names of Holder, its nominees or assignees, as appropriate at the
time of such exercise.

     

    18.5           Certificates and
By-Laws.  The Company has provided Holder with true and
complete copies of the Company’s Certificate of Incorporation, By-Laws, and each
Certificate of Designation or other charter document setting, forth any rights,
preferences and privileges of Company’s capital stock, each as amended and in
effect on the date of issuance of this Warrant.

     

    18.7           Financial and Other
Reports.  From time to time up to the earlier of the Expiration
Date or the complete exercise of this Warrant, the Company shall furnish to
Holder (i) within 90 days after the close of each fiscal year of the
Company an audited balance sheet and statement of changes in financial position
at and as of the end of such fiscal year, together with an audited statement of
income for such fiscal year; (ii) within 45 days after the close of each
fiscal quarter of the Company, an unaudited balance sheet and statement of cash
flows at and as of the end of such quarter, together with an unaudited statement
of income for such quarter; and (iii) promptly after sending, making
available, or filing, copies of all reports, proxy statements, and financial
statements that the Company sends or makes available to its stockholders and all
registration statements and reports that the Company files with the SEC or any
other governmental or regulatory authority, provided, however, that if any
document required to be furnished under this Section 18.7 is filed with the
Securities and Exchange Commission and is publicly available for review on the
EDGAR system, then in lieu of furnishing such document, the Company may instead
give the Holder written notice of the filing of such document.  In
addition, the Company agrees to provide the Holder at any time and from time to
time with such information as the Holder may reasonably request for purposes of
the Holder’s compliance with regulatory, accounting and reporting requirements
applicable to the Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SIGNATURE
PAGE

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
officer, thereunto duly authorized as of the date of issuance set forth on the
first page hereof.

    


    
      
        
          	
                  XENOGENICS
      CORPORATION

                
	 
      
	
                  By:

                	 
      
	
                  Name:
      W. Gerald Newmin

                
	
                  Title:  
      Chairman & CEO

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FORM OF
SUBSCRIPTION

     

    (To be
signed only upon exercise of Warrant)

     

    
      
        
          
            	
                    To:

                  	 
      


          

        

      

    

     

    
      	
               ̈

            	
              The
      undersigned, the holder of the within Warrant, hereby irrevocably elects
      to exercise the purchase right represented by such Warrant for, and to
      purchase thereunder, (1) See Below ______(___ ) shares (the “Shares”) of
      Common Stock of XENOGENICS CORPORATION and herewith makes payment of _____
      Dollars ($____ ) therefor, and requests that the certificates for such
      shares be issued in the name of, and delivered to, ________, whose address
      is _______.

            


    

     

    
      	
               ̈

            	
              The
      undersigned hereby elects to convert ______ percent (___%) of the value of
      the Warrant pursuant to the provisions of Section 1(b) of the
      Warrant.

            


    

     

    The
undersigned acknowledges that it has reviewed the representations and warranties
contained in Section 17 of this Warrant and by its signature below hereby
makes such representations and warranties to the Company.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Dated

                                        	 
      
	 
      	 
      
	
                                          Holder:

                                        	 
      
	 
      	 
      
	
                                          By:

                                        	 
      
	 	 
	
                                          Its:

                                        	 
      
	 
      	 
      
	
                                          (Address)

                                        	 
      
	 
      	 
      
	 
      	 
      
	 	 
	 
      	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              (1) 
      

            	
              Insert
      here the number of shares called for on the face of the Warrant (or, in
      the case of a partial exercise, the portion thereof as to which the
      Warrant is being exercised), in either case without making any adjustment
      for additional Common Stock or any other stock or other securities or
      property or cash which, pursuant to the adjustment provisions of the
      Warrant, may be issuable upon
exercise.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned, the holder of the within Warrant, hereby sells,
assigns and transfers all of the rights of the undersigned under the within
Warrant, with respect to the number of shares of Common Stock covered thereby
set forth herein below, unto:

     

    
      
        
          
            
              
                	
                        Name of Assignee

                      	
                          

                      	
                        Address

                      	
                          

                      	
                        No. of Shares

                      	
                          

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 


              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          Dated

                        	 
      
	 
      	 
      
	
                          Holder:

                        	 
      
	 
      	 
      
	
                          By:

                        	 
      
	 
      	 
      
	
                          Its:

                        	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
“A”

     

    [On letterhead of the
Company]

     

    Reference
is hereby made to that certain Warrant dated ____, 2010, issued by XENOGENICS
CORPORATION, a Nevada corporation (the “Company”), to VENTURE LENDING &
LEASING IV, LLC (the “Holder”).

     

    [IF
APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant
that the following adjustment(s) have been made to the Warrant: [describe
adjustments, setting forth details regarding method of calculation and facts
upon which calculation is based].

     

    This
certifies that the Holder is entitled to purchase from the Company _________
(______) fully paid and nonassessable shares of the Company’s Common Stock at a
price of Dollars ($_____) per share (the “Stock Purchase Price”).  The
Stock Purchase Price and the number of shares purchasable under the Warrant
remain subject to adjustment as provided in Section 4 of the
Warrant.

     

    Executed
this ___ day of ________, 20___.

     

    
      
        
          
            
              
                
                  
                    	
                            XENOGENICS
      CORPORATION

                          
	 
      
	
                            By:

                          	 
      
	 	 
	
                            Name:

                          	 
      
	 	 
	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF,
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, SUBJECT TO SECTION
2(B) BELOW, AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    Date of
issuance: September __, 2010

     

    Expiration
Date: September __, 2020

     

    WARRANT
TO PURCHASE


     

    SHARES OF
COMMON STOCK OF


     

    XENOGENICS
CORPORATION

     

    This
certifies that VENTURE LENDING & LEASING V, LLC, or assigns (the “Holder”), for value
received, is entitled to purchase from XENOGENICS CORPORATION, a Nevada
corporation (the “Company”), One
Hundred Seventy-five Thousand and Four (175,004) fully paid and nonassessable
shares of the Company’s Common Stock (“Common Stock”) for
cash at a price of $0.038 per share (the “Stock Purchase Price”) at any time or
from time to time up to and including 5:00 p.m. (Pacific time) on
September __, 2020 (the “Expiration
Date”), upon surrender
to the Company at its principal office at 68 Cumberland Street, Suite 301,
Woonsocket, Rhode Island 02895 (or at such other location as the Company may
advise Holder in writing), of this Warrant properly endorsed with the Form of
Subscription attached hereto, duly filled in and signed and upon payment in cash
or by check of the aggregate Stock Purchase Price for the number of shares for
which this Warrant is being exercised determined in accordance with the
provisions hereof.  The Holder may also exercise this Warrant on a
cashless or “net issuance” basis as described in Section 1(b)
below.

     

    This
Warrant is subject to the following terms and conditions:

     

    1.           Exercise; Issuance of
Certificates; Payment for Shares.

     

    (a)             Unless
an election is made pursuant to clause (b) of this Section 1, this
Warrant shall be exercisable at the option of the Holder, at any time or from
time to time, on or before the Expiration Date for all or any portion of the
shares of Common Stock (but not for a fraction of a share) which may be
purchased hereunder for the Stock Purchase Price multiplied by the number of
shares to be purchased.  The Company agrees that the shares of Common
Stock purchased under this Warrant shall be and are deemed to be issued to the
Holder hereof as the record owner of such shares as of the close of business on
the date on which the form of subscription shall have been delivered and payment
made for such shares.  Subject to the provisions of Section 2,
certificates for the shares of Common Stock so purchased, together with any
other securities or property to which the Holder hereof is entitled upon such
exercise, shall be delivered to the Holder hereof by the Company at the
Company’s expense within a reasonable time after the rights represented by this
Warrant have been so exercised.  Except as provided in clause
(b) of this Section 1, in case of a purchase of less than all the
shares which may be purchased under this Warrant, the Company shall cancel this
Warrant and execute and deliver a new Warrant or Warrants of like tenor for the
balance of the shares purchasable under this Warrant surrendered upon such
purchase to the Holder hereof within a reasonable time.  Each stock
certificate so delivered shall be in such denominations of Common Stock as may
be requested by the Holder hereof and shall be registered in the name of such
Holder or such other name as shall be designated by such Holder, subject to the
limitations contained in Section 2.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)             The
Holder, in lieu of exercising this Warrant by the cash payment of the Stock
Purchase Price pursuant to clause (a) of this Section 1, may elect, at
any time on or before the Expiration Date, to surrender this Warrant and receive
that number of shares of Common Stock equal to the quotient of: (i) the
difference between (A) the Per Share Price (as hereinafter defined) of the
Common Stock, less (B) the Stock Purchase Price then in effect, multiplied
by the number of shares of Common Stock the Holder would otherwise have been
entitled to purchase hereunder pursuant to clause (a) of this
Section 1 (or such lesser number of shares as the Holder may designate in
the case of a partial exercise of this Warrant); over (ii) the Per Share
Price.  Election to exercise under this Section 1(b) may be made
by delivering a signed form of subscription to the Company via facsimile, to be
followed by delivery of this Warrant.  Notwithstanding anything to the
contrary contained in this Warrant, if as of the close of business on the last
business day preceding the Expiration Date this Warrant remains unexercised as
to all or a portion of the shares of Common Stock purchasable hereunder, then
effective as 9:00 a.m. (Pacific time) on the Expiration Date, the Holder shall
be deemed, automatically and without need for notice to the Company, to have
elected to exercise this Warrant in full pursuant to the provisions of this
Section 1(b), and upon surrender of this Warrant shall be entitled to
receive that number of shares of Common Stock computed using the above
formula.

     

    (c)             For
purposes of clause (b) of this Section 1, “Per Share Price”
means the closing price of the Common Stock as quoted by NASDAQ or listed on any
exchange, whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the trading day immediately prior to the date of the Holder’s
election hereunder.  If the Common Stock is not quoted by NASDAQ or
listed on an exchange and none of the above clauses apply, the Per Share Price
of the Common Stock shall be the price per share which the Company would obtain
from a willing buyer for shares sold by the Company from authorized but unissued
shares as such price shall be agreed upon by the Holder and the Company or, if
agreement cannot be reached within ten (10) business days of the Holder’s
election hereunder, as such price shall be determined in good faith by the
Company’s board of directors.

     

    2.           Limitation on
Transfer.

     

    (a)             This
Warrant and the Common Stock shall not be transferable except upon the
conditions specified in this Section 2, which conditions are intended to
ensure compliance with the provisions of the Securities Act.  Each
holder of this Warrant or the Common Stock issuable hereunder will cause any
proposed transferee of the Warrant or Common Stock to agree to take and hold
such securities subject to the provisions and upon the conditions specified in
this Section 2.  Subject to the provisions of this Section 2
and upon providing Company with written notice, the Holder may freely transfer
all or part of this Warrant or the shares issuable upon exercise of this Warrant
(or the shares issuable, directly or indirectly, upon conversion of the shares,
if any) to any transferee, provided, however, in
connection with any such transfer, the Holder will give Company notice of the
portion of the Warrant being transferred setting forth the name, address and
taxpayer identification number of the transferee and Holder will surrender this
Warrant to Company for reissuance to the transferee(s) (and Holder, if
applicable).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    (b)      
    The Holder of this Warrant and each person to whom this
Warrant is subsequently transferred represents and warrants to the Company (by
acceptance of such transfer) that it will not transfer this Warrant (or
securities issuable upon exercise hereof unless a registration statement under
the Securities Act was in effect with respect to such securities at the time of
issuance thereof) except pursuant to (i) an effective registration
statement under the Securities Act, (ii) Rule 144 under the Securities
Act (or any other rule under the Securities Act relating to the disposition of
securities), or (iii) an opinion of counsel, reasonably satisfactory to
counsel for the Company, that an exemption from such registration is
available.

     

    3.           Shares to be Fully Paid;
Reservation of Shares.  The Company covenants and agrees that
all shares of Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable and free from all preemptive rights of any
stockholder and free of all taxes, liens and charges with respect to the issue
thereof.  The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant,
a sufficient number of shares of authorized but unissued Common Stock when and
as required to provide for the exercise of the rights represented by this
Warrant.  The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
domestic securities exchange upon which the Common Stock may be
listed.  The Company will not take any action which would result in
any adjustment of the Stock Purchase Price (as described in Section 4
hereof) (i) if the total number of shares of Common Stock issuable after
such action upon exercise of all outstanding warrants, together with all shares
of Common Stock then outstanding and all shares of Common Stock then issuable
upon exercise of all options and upon the conversion of all convertible
securities then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company’s Certificate of Incorporation,
(ii) if the total number of shares of Common Stock issuable after such
action upon the conversion of all such shares of the Company’s preferred stock
together with all shares of Common Stock then outstanding and then issuable upon
exercise of all options and upon the conversion of all convertible securities
then outstanding would exceed the total number of shares of Common Stock then
authorized by the Company’s Certificate of Incorporation or (iii) if the
par value per share of the Common Stock would exceed the Stock Purchase
Price.

     

    4.           Adjustment of Stock Purchase
Price Number of Shares.  The Stock Purchase Price and the
number of shares purchasable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the occurrence of certain events described
in this Section 4.  Upon each adjustment of the Stock Purchase
Price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Stock Purchase Price resulting from such adjustment, the number of shares
obtained by multiplying the Stock Purchase Price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the Stock Purchase
Price resulting from such adjustment.

     

    4.1          
Subdivision or
Combination of Stock.  In case the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of
shares, the Stock Purchase Price in effect immediately prior to such subdivision
shall be proportionately reduced, and conversely, in case the outstanding shares
of Common Stock of the Company shall be combined into a smaller number of
shares, the Stock Purchase Price in effect immediately prior to such combination
shall be proportionately increased.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.2       
   Dividends in Common
Stock, Other
Stock,
Property,
Reclassification.  If at any time or from time to time the
holders of Common Stock (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,

     

      (a)             Common
Stock, or any shares of stock or other securities whether or not such securities
are at any time directly or indirectly convertible into or exchangeable for
Common Stock, or any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing by way of dividend or other distribution,
or

     

      (b)            any
cash paid or payable otherwise than as a cash dividend, or

     

      (c)             Common
Stock or other or additional stock or other securities or property (including
cash) by way of spin off, split-up, reclassification, combination of shares or
similar corporate rearrangement, (other than shares of Common Stock issued as a
stock split, adjustments in respect of which shall be covered by the terms of
Section 4.1 above),

     

     then
and in each such case, the Holder hereof shall, upon the exercise of this
Warrant, be entitled to receive, in addition to the number of shares of Common
Stock receivable thereupon, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash
in the cases referred to in clauses (b) and (c) above) which such
Holder would hold on the date of such exercise had it been the holder of record
of such Common Stock as of the date on which holders of Common Stock received or
became entitled to receive such shares and/or all other additional stock and
other securities and property.

     

    4.3           Change of Control;
IPO.  In the event of (i) a Change of Control (as
hereinafter defined) or (ii) the consummation of a sale of the Company’s
securities pursuant to a registration statement filed by Company under the
Securities Act (or pursuant to the laws of the jurisdiction in which the initial
public offering is completed), in connection with the first firm commitment
underwritten offering of the Company’s securities to the general public that
occurs after the date this Warrant is issued (“IPO”), this Warrant shall be
automatically exchanged for a number of shares of the Company’s securities, such
number of shares being equal to the maximum number of shares issuable pursuant
to the terms hereof (after taking into account all adjustments described herein)
had the Holder elected to exercise this Warrant immediately prior to the closing
of such Change of Control or IPO and purchased all such shares pursuant to the
cash exercise provision set forth in Section 1(a) hereof (as opposed to the
cashless exercise provision set forth in Section 1(b)).  The
Company acknowledges and agrees that the Holder shall not be required to make
any additional payment (cash or otherwise) for such shares as further
consideration for their issuance pursuant to the terms of the preceding
sentence.  “Change of Control”
shall mean any sale, license, or other disposition of all or substantially all
of the assets of the Company, any reorganization, consolidation, merger or other
transaction involving the Company where the holders of the Company’s securities
before the transaction beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.  This
Warrant shall terminate upon the Holder’s receipt of the number of shares of the
Company’s equity securities described in this Section 4.3.

     

    4.4           Notice of
Adjustment.  Upon any adjustment of the Stock Purchase Price,
and/or any increase or decrease in the number of shares purchasable upon the
exercise of this Warrant the Company shall give written notice thereof, by first
class mail, postage prepaid, addressed to the registered holder of this Warrant
at the address of such holder as shown on the books of the
Company.  The notice, which may be substantially in the form of Exhibit “A”
attached hereto, shall be signed by the Company’s chief financial officer and
shall state the Stock Purchase Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is
based.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.5           Other
Notices.  If at any time:

     

     
(a)                 the
Company shall declare any cash dividend upon its Common Stock;

     

     
(b)                 the
Company shall declare any dividend upon its Common Stock payable in stock or
make any special dividend or other distribution to the holders of its Common
Stock;

     

     
(c)                 there
shall be any capital reorganization or reclassification of the capital stock of
the Company, or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another entity;

     

     
(d)                 there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Company; or

     

     
(e)                 the
Company shall take or propose to take any other action, notice of which is
actually provided to holders of the Common Stock;

     

    then, in
any one or more of said cases, the Company shall give, by first class mail,
postage prepaid, addressed to the Holder of this Warrant at the address of such
Holder as shown on the books of the Company, (i) at least 20 day’s prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend or distribution or for determining
rights to vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, or other
action and (ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, or other
action, at least 20 day’s written notice of the date when the same shall take
place.  Any notice given in accordance with the foregoing clause
(i) shall also specify, in the case of any such dividend or distribution,
the date on which the holders of Common Stock shall be entitled thereto. Any
notice given in accordance with the foregoing clause (ii) shall also
specify the date on which the holders of Common Stock shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, or other action as the case may be.

     

    4.6           Certain Events. If
any change in the outstanding Common Stock of the Company or any other event
occurs as to which the other provisions of this Section 4 are not strictly
applicable or if strictly applicable would not fairly effect the adjustments to
this Warrant in accordance with the essential intent and principles of such
provisions, then the Board of Directors of the Company shall make in good faith
an adjustment in the number and class of shares issuable under this Warrant, the
Stock Purchase Price and/or the application of such provisions, in accordance
with such essential intent and principles, so as to protect such purchase rights
as aforesaid. The adjustment shall be such as will give the Holder of this
Warrant upon exercise for the same aggregate Stock Purchase Price the total
number, class and kind of shares as the Holder would have owned had this Warrant
been exercised prior to the event and had the Holder continued to hold such
shares until after the event requiring adjustment.

     

    5.         
  Issue
Tax. The issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the Holder of this
Warrant for any issue tax in respect thereof; provided, however, that the
Company 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 then Holder of this Warrant being
exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.      
     Closing of Books. The
Company will at no time close its transfer books against the transfer of this
Warrant or of any shares of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant.

     

    7.       
    No Voting or Dividend
Rights; Limitation of Liability.  Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof the right to
vote or to consent as a stockholder in respect of meetings of stockholders for
the election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company.  No dividends or interest
shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised.  No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Stock
Purchase Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by its creditors.

     

    8.       
    Amendment of Certificate of
Incorporation.  Unless the holder of this Warrant consents
thereto in writing, the Company shall not amend its Certificate of Incorporation
prior to the exercise of this Warrant if the effect of such amendment on the
Holder hereof would be more adverse to the Holder hereof than, and substantially
dissimilar to, its effect on the other holders of the Company’s Common
Stock.

     

    9.       
    Registration
Rights.  The Holder hereof shall be entitled, with respect to
the shares of Common Stock issued upon exercise hereof to all of the
registration rights set forth in any agreement entered into after the date of
issuance of this Warrant among the Company and its investors whereby such
investors are provided registration rights (as applicable, the “Rights
Agreement”) to the same extent and on the same terms and conditions as possessed
by the investors thereunder with the following exceptions and clarifications:
(i) the Holder will be subject to the same provisions regarding
indemnification as contained in the Rights Agreement; and (ii) the
registration rights are freely assignable by the Holder of this Warrant in
connection with a permitted transfer of this Warrant or the shares issuable upon
exercise hereof.  The Company shall take such action as may be
reasonably necessary to assure that the granting of such registration rights to
the Holder does not violate the provisions of the Rights Agreement or any of the
Company’s charter documents or rights of prior grantees of registration
rights.

     

    10.           Rights and Obligations
Survive Exercise of Warrant.  The rights and obligations of the
Company, of the Holder of this Warrant and of the holder of shares of Common
Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and
9 shall survive the exercise of this Warrant.

     

    11.           Modification and
Waiver.  This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.

     

    12.           Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Holder hereof or the Company shall be deemed to have been given
(i) upon receipt if delivered personally or by courier (ii) upon
confirmation of receipt if by telecopy or (iii) three business days after
deposit in the US mail, with postage prepaid and certified or registered, to
each such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this
Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    13.           Binding Effect on
Successors.  This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company’s assets.  All of the obligations of
the Company relating to the Common Stock issuable upon the exercise of this
Warrant shall survive the exercise and termination of this
Warrant.  All of the covenants and agreements of Company shall inure
to the benefit of the successors and assigns of Holder
hereof.  Company will, at the time of the exercise of this Warrant, in
whole or in part, upon request of Holder hereof but at Company’s expense,
acknowledge in writing its continuing obligation to Holder hereof in respect of
any rights (including, without limitation, any right to registration of the
shares of Common Stock) to which Holder hereof shall continue to be entitled
after such exercise in accordance with this Warrant; provided, that the failure
of Holder hereof to make any such request shall not affect the continuing
obligation of Company to Holder hereof in respect of such rights.

     

    14.           Descriptive Headings and
Governing Law.  The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant.  This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California.

     

    15.           Lost Warrants or Stock
Certificates.  The Company represents and warrants to the
Holder hereof that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of any Warrant or stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company at its expense will make and deliver a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.

     

    16.           Fractional
Shares.  No fractional shares shall be issued upon exercise of
this Warrant.  The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.

     

    17.           Representations of
Holder.  With respect to this Warrant, Holder represents and
warrants to the Company as follows:

     

    17.1          Experience. It is
experienced in evaluating and investing in companies engaged in businesses
similar to that of the Company; it understands that investment in this Warrant
(and the securities issuable upon exercise thereof) involves substantial risks;
it has made detailed inquiries concerning the Company, its business and
services, its officers and its personnel; the officers of the Company have made
available to Holder any and all written information it has requested; the
officers of the Company have answered to Holder’s satisfaction all inquiries
made by it; in making this investment it has relied upon information made
available to it by the Company; and it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of investment in the Company and it is able to bear the economic risk of
that investment. Holder is an “accredited investor” within the meaning of
Regulation D promulgated under the Securities Act.

     

    17.2          Investment. It is
acquiring this Warrant (and the securities issuable upon exercise thereof) for
investment for its own account and not with a view to, or for resale in
connection with, any distribution thereof. It understands that this Warrant, the
shares of Common Stock issuable upon exercise thereof have not been registered
under the Securities Act, nor qualified under applicable state securities
laws.

     

    17.3          Rule 144. It
acknowledges that this Warrant and the Common Stock must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. It has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities
Act.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.4          Access to Data. It
has had an opportunity to discuss the Company’s business, management and
financial affairs with the Company’s management and has had the opportunity to
inspect the Company’s facilities.

     

    18.           Additional Representations
and Covenants of the Company. The Company hereby represents, warrants and
agrees as follows:

     

    18.1         Corporate Power. The
Company has all requisite corporate power and corporate authority to issue this
Warrant and to carry out and perform its obligations hereunder.

     

    18.2         Authorization. All
corporate action on the part of the Company, its directors and stockholders
necessary for the authorization, execution, delivery and performance by the
Company of this has been taken. This Warrant is a valid and binding obligation
of the Company, enforceable in accordance with its terms.

     

    18.3         Offering. Subject in
part to the truth and accuracy of Holder’s representations set forth in
Section 17 hereof, the offer, issuance and sale of this Warrant is, and the
issuance of Common Stock upon exercise of this Warrant will be exempt from the
registration requirements of the Securities Act, and are exempt from the
qualification requirements of any applicable state securities laws; and neither
the Company nor anyone acting on its behalf will take any action hereafter that
would cause the loss of such exemptions.

     

    18.4         Listing; Stock
Issuance. The Company shall secure and maintain the listing of the Common
Stock issuable upon exercise of this Warrant upon each securities exchange or
over-the-counter market upon which securities of the same class or series issued
by Company are listed, if any.  Upon exercise of this Warrant, the
Company will use its best efforts to cause stock certificates representing the
shares of Common Stock purchased pursuant to the exercise to be issued in the
names of Holder, its nominees or assignees, as appropriate at the time of such
exercise.

     

    18.5         Certificates and
By-Laws.  The Company has provided Holder with true and
complete copies of the Company’s Certificate of Incorporation, By-Laws, and each
Certificate of Designation or other charter document setting, forth any rights,
preferences and privileges of Company’s capital stock, each as amended and in
effect on the date of issuance of this Warrant.

     

    18.6         Financial and Other
Reports.  From time to time up to the earlier of the Expiration
Date or the complete exercise of this Warrant, the Company shall furnish to
Holder (i) within 90 days after the close of each fiscal year of the
Company an audited balance sheet and statement of changes in financial position
at and as of the end of such fiscal year, together with an audited statement of
income for such fiscal year; (ii) within 45 days after the close of each
fiscal quarter of the Company, an unaudited balance sheet and statement of cash
flows at and as of the end of such quarter, together with an unaudited statement
of income for such quarter; and (iii) promptly after sending, making
available, or filing, copies of all reports, proxy statements, and financial
statements that the Company sends or makes available to its stockholders and all
registration statements and reports that the Company files with the SEC or any
other governmental or regulatory authority, provided, however, that if any
document required to be furnished under this Section 18.7 is filed with the
Securities and Exchange Commission and is publicly available for review on the
EDGAR system, then in lieu of furnishing such document, the Company may instead
give the Holder written notice of the filing of such document.  In
addition, the Company agrees to provide the Holder at any time and from time to
time with such information as the Holder may reasonably request for purposes of
the Holder’s compliance with regulatory, accounting and reporting requirements
applicable to the Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
officer, thereunto duly authorized as of the date of issuance set forth on the
first page hereof.

     

    XENOGENICS
CORPORATION

    


    
      
        
          
            
              	
                      By:

                    	 
      
	
                      Name:  

                    	
                      W.
      Gerald Newmin

                    
	
                      Title:

                    	
                      Chairman
      &
CEO

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
SUBSCRIPTION

    


    (To be
signed only upon exercise of Warrant)

    


    
      
        
          	
                  To:

                	 
      


        

      

    

     

    
      	
               ̈

            	
              The
      undersigned, the holder of the within Warrant, hereby irrevocably elects
      to exercise the purchase right represented by such Warrant for, and to
      purchase thereunder, (1) See Below ________ (_____ ) shares (the “Shares”)
      of Common Stock of XENOGENICS CORPORATION and herewith makes payment of
      ________ Dollars ($______ ) therefor, and requests that the certificates
      for such shares be issued in the name of, and delivered to, ______, whose
      address is ______.

            


    

     

    
      
        	
                 ̈

              	
                The
      undersigned hereby elects to convert ______ percent (___%) of the
      value of the Warrant pursuant to the provisions of Section 1(b) of
      the Warrant.

              


      

    

     

    The
undersigned acknowledges that it has reviewed the representations and warranties
contained in Section 17 of this Warrant and by its signature below hereby
makes such representations and warranties to the Company.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Dated

                                                  	 	 
      
	 	 	 
	
                                                    Holder:  

                                                  	 	 
      
	 	 	 
	
                                                    By:

                                                  	 	 
      
	 	 	 
	
                                                    Its:

                                                  	 	 
      
	 	 	 
	
                                                    (Address)

                                                  	 	 
      
	 
      	 	 
      
	 
      
	 	 	 
	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              (1)

            	
              Insert
      here the number of shares called for on the face of the Warrant (or, in
      the case of a partial exercise, the portion thereof as to which the
      Warrant is being exercised), in either case without making any adjustment
      for additional Common Stock or any other stock or other securities or
      property or cash which, pursuant to the adjustment provisions of the
      Warrant, may be issuable upon
exercise.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned, the holder of the within Warrant, hereby sells,
assigns and transfers all of the rights of the undersigned under the within
Warrant, with respect to the number of shares of Common Stock covered thereby
set forth herein below, unto:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name of Assignee

                                	 	
                                  Address

                                	 	
                                  No. of Shares

                                
	 	 	 	 	 
	 	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Dated

                            	 	 
      
	 	 	 
	
                              Holder:

                            	 	 
      
	 	 	 
	
                              By:

                            	 	 
      
	 	 	 
	
                              Its:

                            	 	 
      


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“A”

    


    [On
letterhead of the Company]

     

    Reference
is hereby made to that certain Warrant dated _________, 2010, issued by
XENOGENICS CORPORATION, a Nevada corporation (the “Company”), to VENTURE
LENDING & LEASING V, LLC (the “Holder”).

     

    [IF
APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant
that the following adjustment(s) have been made to the Warrant: [describe
adjustments, setting forth details regarding method of calculation and facts
upon which calculation is based].

     

    This
certifies that the Holder is entitled to purchase from the Company
_______________(_____) fully paid and nonassessable shares of the Company’s
Common Stock at a price of ______ Dollars ($____) per share (the “Stock Purchase
Price”).  The Stock Purchase Price and the number of shares
purchasable under the Warrant remain subject to adjustment as provided in
Section 4 of the Warrant.

     

    Executed
this ___ day of ________, 20___.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              XENOGENICS
      CORPORATION

                            
	 	 	 
	
                              By:

                            	 
      	 
	 	 	 
	
                              Name:

                            	 
      	 
	 	 	 
	
                              Title:

                            	 
      	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF,
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, SUBJECT TO SECTION
2(B) BELOW, AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    Date of
issuance: September __, 2010

     

    Expiration
Date: September __, 2020

     

    WARRANT
TO PURCHASE

     

    SHARES OF
COMMON STOCK OF

     

    XENOGENICS
CORPORATION

     

    This
certifies that SILICON VALLEY BANK, or assigns (the “Holder”), for value
received, is entitled to purchase from XENOGENICS CORPORATION, a Nevada
corporation (the “Company”), One
Hundred Thirty-nine Thousand Nine Hundred Ninety-three (139,993) fully paid and
nonassessable shares of the Company’s Common Stock (“Common Stock”) for
cash at a price of $0.038 per share (the “Stock Purchase Price”) at any time or
from time to time up to and including 5:00 p.m. (Pacific time) on
September __, 2020 (the “Expiration Date”),
upon surrender to the Company at its principal office at 68 Cumberland Street,
Suite 301, Woonsocket, Rhode Island 02895 (or at such other location as the
Company may advise Holder in writing), of this Warrant properly endorsed with
the Form of Subscription attached hereto, duly filled in and signed and upon
payment in cash or by check of the aggregate Stock Purchase Price for the number
of shares for which this Warrant is being exercised determined in accordance
with the provisions hereof. The Holder may also exercise this Warrant on a
cashless or “net issuance” basis as described in Section 1(b)
below.

     

    This
Warrant is subject to the following terms and conditions:

     

    1.           Exercise; Issuance of
Certificates; Payment for Shares.

     

    (a)          Unless
an election is made pursuant to clause (b) of this Section 1, this
Warrant shall be exercisable at the option of the Holder, at any time or from
time to time, on or before the Expiration Date for all or any portion of the
shares of Common Stock (but not for a fraction of a share) which may be
purchased hereunder for the Stock Purchase Price multiplied by the number of
shares to be purchased. The Company agrees that the shares of Common Stock
purchased under this Warrant shall be and are deemed to be issued to the Holder
hereof as the record owner of such shares as of the close of business on the
date on which the form of subscription shall have been delivered and payment
made for such shares. Subject to the provisions of Section 2, certificates
for the shares of Common Stock so purchased, together with any other securities
or property to which the Holder hereof is entitled upon such exercise, shall be
delivered to the Holder hereof by the Company at the Company’s expense within a
reasonable time after the rights represented by this Warrant have been so
exercised.  Except as provided in clause (b) of this
Section 1, in case of a purchase of less than all the shares which may be
purchased under this Warrant, the Company shall cancel this Warrant and execute
and deliver a new Warrant or Warrants of like tenor for the balance of the
shares purchasable under this Warrant surrendered upon such purchase to the
Holder hereof within a reasonable time.  Each stock certificate so
delivered shall be in such denominations of Common Stock as may be requested by
the Holder hereof and shall be registered in the name of such Holder or such
other name as shall be designated by such Holder, subject to the limitations
contained in Section 2.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)          The
Holder, in lieu of exercising this Warrant by the cash payment of the Stock
Purchase Price pursuant to clause (a) of this Section 1, may elect, at
any time on or before the Expiration Date, to surrender this Warrant and receive
that number of shares of Common Stock equal to the quotient of: (i) the
difference between (A) the Per Share Price (as hereinafter defined) of the
Common Stock, less (B) the Stock Purchase Price then in effect, multiplied
by the number of shares of Common Stock the Holder would otherwise have been
entitled to purchase hereunder pursuant to clause (a) of this
Section 1 (or such lesser number of shares as the Holder may designate in
the case of a partial exercise of this Warrant); over (ii) the Per Share
Price. Election to exercise under this Section 1(b) may be made by
delivering a signed form of subscription to the Company via facsimile, to be
followed by delivery of this Warrant.  Notwithstanding anything to the
contrary contained in this Warrant, if as of the close of business on the last
business day preceding the Expiration Date this Warrant remains unexercised as
to all or a portion of the shares of Common Stock purchasable hereunder, then
effective as 9:00 a.m. (Pacific time) on the Expiration Date, the Holder shall
be deemed, automatically and without need for notice to the Company, to have
elected to exercise this Warrant in full pursuant to the provisions of this
Section 1(b), and upon surrender of this Warrant shall be entitled to
receive that number of shares of Common Stock computed using the above
formula.

     

    (c)           For
purposes of clause (b) of this Section 1, “Per Share Price”
means the closing price of the Common Stock as quoted by NASDAQ or listed on any
exchange, whichever is applicable, as published in the Western Edition of The Wall Street
Journal for the trading day immediately prior to the date of the Holder’s
election hereunder. If the Common Stock is not quoted by NASDAQ or listed on an
exchange and none of the above clauses apply, the Per Share Price of the Common
Stock shall be the price per share which the Company would obtain from a willing
buyer for shares sold by the Company from authorized but unissued shares as such
price shall be agreed upon by the Holder and the Company or, if agreement cannot
be reached within ten (10) business days of the Holder’s election hereunder, as
such price shall be determined in good faith by the Company’s board of
directors.

     

    2.           Limitation on
Transfer.

     

    (a)      
     This Warrant and the Common Stock shall not be
transferable except upon the conditions specified in this Section 2, which
conditions are intended to ensure compliance with the provisions of the
Securities Act. Each holder of this Warrant or the Common Stock issuable
hereunder will cause any proposed transferee of the Warrant or Common Stock to
agree to take and hold such securities subject to the provisions and upon the
conditions specified in this Section 2. Notwithstanding the foregoing and
any other provision of this Section 2, after receipt by the Holder of the
executed Warrant, the Holder will transfer all of this Warrant to Holder’s
parent company, SVB Financial Group, or any other affiliate of the Holder, by
execution of an Assignment substantially in the form of Appendix 2. Subject to
the provisions of this Section 2 and upon providing Company with written
notice, SVB Financial Group and any subsequent Holder may freely transfer all or
part of this Warrant or the shares issuable upon exercise of this Warrant (or
the shares issuable, directly or indirectly, upon conversion of the shares, if
any) to any transferee, provided, however, in
connection with any such transfer, SVB Financial Group or any subsequent Holder
will give Company notice of the portion of the Warrant being transferred setting
forth the name, address and taxpayer identification number of the transferee and
Holder will surrender this Warrant to Company for reissuance to the
transferee(s) (and Holder, if applicable).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           The
Holder of this Warrant and each person to whom this Warrant is subsequently
transferred represents and warrants to the Company (by acceptance of such
transfer) that it will not transfer this Warrant (or securities issuable upon
exercise hereof unless a registration statement under the Securities Act was in
effect with respect to such securities at the time of issuance thereof) except
pursuant to (i) an effective registration statement under the Securities
Act, (ii) Rule 144 under the Securities Act (or any other rule under
the Securities Act relating to the disposition of securities), or (iii) an
opinion of counsel, reasonably satisfactory to counsel for the Company, that an
exemption from such registration is available. The Company shall not require the
Holder to provide an opinion of counsel if the transfer is to the Holder’s
parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any
other affiliate of the Holder.

     

    3.           Shares to be Fully Paid;
Reservation of Shares. The Company covenants and agrees that all shares
of Common Stock which may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be duly authorized, validly issued, fully
paid and nonassessable and free from all preemptive rights of any stockholder
and free of all taxes, liens and charges with respect to the issue
thereof.  The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant,
a sufficient number of shares of authorized but unissued Common Stock when and
as required to provide for the exercise of the rights represented by this
Warrant.  The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any
domestic securities exchange upon which the Common Stock may be
listed.  The Company will not take any action which would result in
any adjustment of the Stock Purchase Price (as described in Section 4
hereof) (i) if the total number of shares of Common Stock issuable after
such action upon exercise of all outstanding warrants, together with all shares
of Common Stock then outstanding and all shares of Common Stock then issuable
upon exercise of all options and upon the conversion of all convertible
securities then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company’s Certificate of Incorporation,
(ii) if the total number of shares of Common Stock issuable after such
action upon the conversion of all such shares of the Company’s preferred stock
together with all shares of Common Stock then outstanding and then issuable upon
exercise of all options and upon the conversion of all convertible securities
then outstanding would exceed the total number of shares of Common Stock then
authorized by the Company’s Certificate of Incorporation or (iii) if the
par value per share of the Common Stock would exceed the Stock Purchase
Price.

     

    4.           Adjustment of Stock Purchase
Price Number of Shares.  The Stock Purchase Price and the
number of shares purchasable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the occurrence of certain events described
in this Section 4.  Upon each adjustment of the Stock Purchase
Price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Stock Purchase Price resulting from such adjustment, the number of shares
obtained by multiplying the Stock Purchase Price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the Stock Purchase
Price resulting from such adjustment.

     

    4.1           Subdivision or Combination
of Stock.  In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the Stock
Purchase Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares,
the Stock Purchase Price in effect immediately prior to such combination shall
be proportionately increased.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.2           Dividends in Common
Stock, Other
Stock,
Property,
Reclassification.  If at any time or from time to time the
holders of Common Stock (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,

     

    (a)             Common
Stock, or any shares of stock or other securities whether or not such securities
are at any time directly or indirectly convertible into or exchangeable for
Common Stock, or

     

    (b)            any
rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing by way of dividend or other distribution, or any cash paid or payable
otherwise than as a cash dividend, or

     

    (c)             Common
Stock or other or additional stock or other securities or property (including
cash) by way of spin off, split-up, reclassification, combination of shares or
similar corporate rearrangement, (other than shares of Common Stock issued as a
stock split, adjustments in respect of which shall be covered by the terms of
Section 4.1 above), then and in each such case, the Holder hereof shall,
upon the exercise of this Warrant, be entitled to receive, in addition to the
number of shares of Common Stock receivable thereupon, and without payment of
any additional consideration therefor, the amount of stock and other securities
and property (including cash in the cases referred to in clauses (b) and
(c) above) which such Holder would hold on the date of such exercise had it
been the holder of record of such Common Stock as of the date on which holders
of Common Stock received or became entitled to receive such shares and/or all
other additional stock and other securities and property.

     

    4.3           Change of Control;
IPO.  In the event of (i) a Change of Control (as
hereinafter defined) or (ii) the consummation of a sale of the Company’s
securities pursuant to a registration statement filed by Company under the
Securities Act (or pursuant to the laws of the jurisdiction in which the initial
public offering is completed), in connection with the first firm commitment
underwritten offering of the Company’s securities to the general public that
occurs after the date this Warrant is issued (“IPO”), this Warrant shall be
automatically exchanged for a number of shares of the Company’s securities, such
number of shares being equal to the maximum number of shares issuable pursuant
to the terms hereof (after taking into account all adjustments described herein)
had the Holder elected to exercise this Warrant immediately prior to the closing
of such Change of Control or IPO and purchased all such shares pursuant to the
cash exercise provision set forth in Section 1(a) hereof (as opposed to the
cashless exercise provision set forth in Section 1(b)).  The
Company acknowledges and agrees that the Holder shall not be required to make
any additional payment (cash or otherwise) for such shares as further
consideration for their issuance pursuant to the terms of the preceding
sentence.  “Change of Control”
shall mean any sale, license, or other disposition of all or substantially all
of the assets of the Company, any reorganization, consolidation, merger or other
transaction involving the Company where the holders of the Company’s securities
before the transaction beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.  This
Warrant shall terminate upon the Holder’s receipt of the number of shares of the
Company’s equity securities described in this Section 4.3.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.4           Notice of
Adjustment.  Upon any adjustment of the Stock Purchase Price,
and/or any increase or decrease in the number of shares purchasable upon the
exercise of this Warrant the Company shall give written notice thereof, by first
class mail, postage prepaid, addressed to the registered holder of this Warrant
at the address of such holder as shown on the books of the
Company.  The notice, which may be substantially in the form of Exhibit “A”
attached hereto, shall be signed by the Company’s chief financial officer and
shall state the Stock Purchase Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.

     

    4.5           Other
Notices.  If at any time:

     

    (a)         the
Company shall declare any cash dividend upon its Common Stock;

     

    (b)         the
Company shall declare any dividend upon its Common Stock payable in stock or
make any special dividend or other distribution to the holders of its Common
Stock;

     

    (c)         there
shall be any capital reorganization or reclassification of the capital stock of
the Company, or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another entity;

     

    (d)         there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Company; or

     

    (e)         the
Company shall take or propose to take any other action, notice of which is
actually provided to holders of the Common Stock; then, in any one or more of
said cases, the Company shall give, by first class mail, postage prepaid,
addressed to the Holder of this Warrant at the address of such Holder as shown
on the books of the Company, (i) at least 20 day’s prior written notice of
the date on which the books of the Company shall close or a record shall be
taken for such dividend or distribution or for determining rights to vote in
respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, or other action and (ii) in
the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, or other action, at least 20 day’s
written notice of the date when the same shall take place.  Any notice
given in accordance with the foregoing clause (i) shall also specify, in
the case of any such dividend or distribution, the date on which the holders of
Common Stock shall be entitled thereto.  Any notice given in
accordance with the foregoing clause (ii) shall also specify the date on
which the holders of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, or other action as the case may be.

     

    4.6           Certain
Events.  If any change in the outstanding Common Stock of the
Company or any other event occurs as to which the other provisions of this
Section 4 are not strictly applicable or if strictly applicable would not
fairly effect the adjustments to this Warrant in accordance with the essential
intent and principles of such provisions, then the Board of Directors of the
Company shall make in good faith an adjustment in the number and class of shares
issuable under this Warrant, the Stock Purchase Price and/or the application of
such provisions, in accordance with such essential intent and principles, so as
to protect such purchase rights as aforesaid.  The adjustment shall be
such as will give the Holder of this Warrant upon exercise for the same
aggregate Stock Purchase Price the total number, class and kind of shares as the
Holder would have owned had this Warrant been exercised prior to the event and
had the Holder continued to hold such shares until after the event requiring
adjustment.

     

    5.           Issue
Tax.  The issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder of
this Warrant for any issue tax in respect thereof; provided, however, that the
Company 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 then Holder of this Warrant being
exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Closing of
Books.  The Company will at no time close its transfer books
against the transfer of this Warrant or of any shares of Common Stock issued or
issuable upon the exercise of this Warrant in any manner which interferes with
the timely exercise of this Warrant.

     

    7.           No Voting or Dividend
Rights; Limitation of Liability.  Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof the right to
vote or to consent as a stockholder in respect of meetings of stockholders for
the election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company.  No dividends or interest
shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised.  No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the Stock
Purchase Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by its creditors.

     

    8.           Amendment of Certificate of
Incorporation.  Unless the holder of this Warrant consents
thereto in writing, the Company shall not amend its Certificate of Incorporation
prior to the exercise of this Warrant if the effect of such amendment on the
Holder hereof would be more adverse to the Holder hereof than, and substantially
dissimilar to, its effect on the other holders of the Company’s Common
Stock.

     

    9.           Registration
Rights.  The Holder hereof shall be entitled, with respect to
the shares of Common Stock issued upon exercise hereof to all of the
registration rights set forth in any agreement entered into after the date of
issuance of this Warrant among the Company and its investors whereby such
investors are provided registration rights (as applicable, the “Rights
Agreement”) to the same extent and on the same terms and conditions as possessed
by the investors thereunder with the following exceptions and clarifications:
(i) the Holder will be subject to the same provisions regarding
indemnification as contained in the Rights Agreement; and (ii) the
registration rights are freely assignable by the Holder of this Warrant in
connection with a permitted transfer of this Warrant or the shares issuable upon
exercise hereof.  The Company shall take such action as may be
reasonably necessary to assure that the granting of such registration rights to
the Holder does not violate the provisions of the Rights Agreement or any of the
Company’s charter documents or rights of prior grantees of registration
rights.

     

    10.         Rights and Obligations
Survive Exercise of Warrant.  The rights and obligations of the
Company, of the Holder of this Warrant and of the holder of shares of Common
Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and
9 shall survive the exercise of this Warrant.

     

    11.         Modification and
Waiver.  This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.

     

    12.         Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Holder hereof or the Company shall be deemed to have been given
(i) upon receipt if delivered personally or by courier (ii) upon
confirmation of receipt if by telecopy or (iii) three business days after
deposit in the US mail, with postage prepaid and certified or registered, to
each such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this
Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.         Binding Effect on
Successors.  This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company’s assets.  All of the obligations of
the Company relating to the Common Stock issuable upon the exercise of this
Warrant shall survive the exercise and termination of this
Warrant.  All of the covenants and agreements of Company shall inure
to the benefit of the successors and assigns of Holder
hereof.  Company will, at the time of the exercise of this Warrant, in
whole or in part, upon request of Holder hereof but at Company’s expense,
acknowledge in writing its continuing obligation to Holder hereof in respect of
any rights (including, without limitation, any right to registration of the
shares of Common Stock) to which Holder hereof shall continue to be entitled
after such exercise in accordance with this Warrant; provided, that the failure
of Holder hereof to make any such request shall not affect the continuing
obligation of Company to Holder hereof in respect of such rights.

     

    14.         Descriptive Headings and
Governing Law.  The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant.  This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California.

     

    15.         Lost Warrants or Stock
Certificates.  The Company represents and warrants to the
Holder hereof that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of any Warrant or stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company at its expense will make and deliver a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.

     

    16.         Fractional
Shares.  No fractional shares shall be issued upon exercise of
this Warrant.  The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.

     

    17.         Representations of
Holder.  With respect to this Warrant, Holder represents and
warrants to the Company as follows:

     

    17.1          Experience.  It
is experienced in evaluating and investing in companies engaged in businesses
similar to that of the Company; it understands that investment in this Warrant
(and the securities issuable upon exercise thereof) involves substantial risks;
it has made detailed inquiries concerning the Company, its business and
services, its officers and its personnel; the officers of the Company have made
available to Holder any and all written information it has requested; the
officers of the Company have answered to Holder’s satisfaction all inquiries
made by it; in making this investment it has relied upon information made
available to it by the Company; and it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of investment in the Company and it is able to bear the economic risk of
that investment.  Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Securities Act.

     

    17.2          Investment.  It
is acquiring this Warrant (and the securities issuable upon exercise thereof)
for investment for its own account and not with a view to, or for resale in
connection with, any distribution thereof.  It understands that this
Warrant, the shares of Common Stock issuable upon exercise thereof have not been
registered under the Securities Act, nor qualified under applicable state
securities laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.3         Rule 144.  It
acknowledges that this Warrant and the Common Stock must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available.  It has been advised or is aware
of the provisions of Rule 144 promulgated under the Securities
Act.

     

    17.4         Access to
Data.  It has had an opportunity to discuss the Company’s
business, management and financial affairs with the Company’s management and has
had the opportunity to inspect the Company’s facilities.

     

    18.          Additional Representations
and Covenants of the Company.  The Company hereby represents,
warrants and agrees as follows:

     

    18.1         Corporate
Power.  The Company has all requisite corporate power and
corporate authority to issue this Warrant and to carry out and perform its
obligations hereunder.

     

    18.2         Authorization.  All
corporate action on the part of the Company, its directors and stockholders
necessary for the authorization, execution, delivery and performance by the
Company of this has been taken.  This Warrant is a valid and binding
obligation of the Company, enforceable in accordance with its
terms.

     

    18.3         Offering.  Subject
in part to the truth and accuracy of Holder’s representations set forth in
Section 17 hereof, the offer, issuance and sale of this Warrant is, and the
issuance of Common Stock upon exercise of this Warrant will be exempt from the
registration requirements of the Securities Act, and are exempt from the
qualification requirements of any applicable state securities laws; and neither
the Company nor anyone acting on its behalf will take any action hereafter that
would cause the loss of such exemptions.

     

    18.4         Listing; Stock
Issuance.  The Company shall secure and maintain the listing of
the Common Stock issuable upon exercise of this Warrant upon each securities
exchange or over-the-counter market upon which securities of the same class or
series issued by Company are listed, if any.  Upon exercise of this
Warrant, the Company will use its best efforts to cause stock certificates
representing the shares of Common Stock purchased pursuant to the exercise to be
issued in the names of Holder, its nominees or assignees, as appropriate at the
time of such exercise.

     

    18.5         Certificates and
By-Laws.  The Company has provided Holder with true and
complete copies of the Company’s Certificate of Incorporation, By-Laws, and each
Certificate of Designation or other charter document setting, forth any rights,
preferences and privileges of Company’s capital stock, each as amended and in
effect on the date of issuance of this Warrant.

     

    18.6         Financial and Other
Reports.  From time to time up to the earlier of the Expiration
Date or the complete exercise of this Warrant, the Company shall furnish to
Holder (i) within 90 days after the close of each fiscal year of the
Company an audited balance sheet and statement of changes in financial position
at and as of the end of such fiscal year, together with an audited statement of
income for such fiscal year; (ii) within 45 days after the close of each
fiscal quarter of the Company, an unaudited balance sheet and statement of cash
flows at and as of the end of such quarter, together with an unaudited statement
of income for such quarter; and (iii) promptly after sending, making
available, or filing, copies of all reports, proxy statements, and financial
statements that the Company sends or makes available to its stockholders and all
registration statements and reports that the Company files with the SEC or any
other governmental or regulatory authority, provided, however, that if any
document required to be furnished under this Section 18.7 is filed with the
Securities and Exchange Commission and is publicly available for review on the
EDGAR system, then in lieu of furnishing such document, the Company may instead
give the Holder written notice of the filing of such document.  In
addition, the Company agrees to provide the Holder at any time and from time to
time with such information as the Holder may reasonably request for purposes of
the Holder’s compliance with regulatory, accounting and reporting requirements
applicable to the Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
officer, thereunto duly authorized as of the date of issuance set forth on the
first page hereof.

    


    
      
        
          	
                  XENOGENICS
      CORPORATION

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	 
      
	
                  Name:

                	
                  W.
      Gerald Newmin

                
	 
      	 
      
	
                  Title:

                	
                  Chairman &
      CEO

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
SUBSCRIPTION

    


    (To be
signed only upon exercise of Warrant)

     

    To:

     

    
      	
               ̈

            	
              The
      undersigned, the holder of the within Warrant, hereby irrevocably elects
      to exercise the purchase right represented by such Warrant for, and to
      purchase thereunder, (1) See Below _________ (____ ) shares (the “Shares”)
      of Common Stock of XENOGENICS CORPORATION and herewith makes payment of
      ______ Dollars ($______) therefor, and requests that the certificates for
      such shares be issued in the name of, and delivered to,______, whose
      address is ________.

            


    

     

    
      	
               ̈

            	
              The
      undersigned hereby elects to convert ______ percent (___%) of the value of
      the Warrant pursuant to the provisions of Section 1(b) of the
      Warrant.

            


    

     

    The
undersigned acknowledges that it has reviewed the representations and warranties
contained in Section 17 of this Warrant and by its signature below hereby
makes such representations and warranties to the Company.

     

    
      	
              Dated

            	 	 
      
	 	 	 
	
              Holder:  

            	 	 
      
	 	 	 
	
              By:

            	 	 
      
	 	 	 
	
              Its:

            	 	 
      
	 	 	 
	
              (Address)

            	 	 
      
	 
      	 	 
      
	 
      
	 	 	 
	 


    

     

    
      	
              (1)

            	
              Insert
      here the number of shares called for on the face of the Warrant (or, in
      the case of a partial exercise, the portion thereof as to which the
      Warrant is being exercised), in either case without making any adjustment
      for additional Common Stock or any other stock or other securities or
      property or cash which, pursuant to the adjustment provisions of the
      Warrant, may be issuable upon
exercise.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned, the holder of the within Warrant, hereby sells,
assigns and transfers all of the rights of the undersigned under the within
Warrant, with respect to the number of shares of Common Stock covered thereby
set forth herein below, unto:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Name of Assignee

                                  	 	
                                    Address

                                  	 	
                                    No. of Shares

                                  
	 	 	 	 	 
	 	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated

                              	 	 
      
	 	 	 
	
                                Holder:

                              	 	 
      
	 	 	 
	
                                By:

                              	 	 
      
	 	 	 
	
                                Its:

                              	 	 
      


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“A”

    


    [On letterhead of the
Company]

     

    Reference
is hereby made to that certain Warrant dated , 2010, issued by XENOGENICS
CORPORATION, a Nevada corporation (the “Company”), to SILICON VALLEY BANK (the
“Holder”).

     

    [IF
APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant
that the following adjustment(s) have been made to the Warrant: [describe
adjustments, setting forth details regarding method of calculation and facts
upon which calculation is based].

     

    This
certifies that the Holder is entitled to purchase from the Company
_________(____) fully paid and nonassessable shares of the Company’s Common
Stock at a price of ______ Dollars ($______) per share (the “Stock Purchase
Price”). The Stock Purchase Price and the number of shares purchasable under the
Warrant remain subject to adjustment as provided in Section 4 of the
Warrant.

     

    Executed
this ___ day of_______ , 20___.

     

    
      	
              XENOGENICS
      CORPORATION

            
	 	 	 
	
              By:

            	 
      	 
	 	 	 
	
              Name:

            	 
      	 
	 	 	 
	
              Title: