Unassociated Document


     

    PROMISSORY
NOTE

    
    

     

    
      	$_____________         	
              As
      of  November 14, 2008

            


    

     

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

     

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

     

    1.           Principal.  The
principal balance of this Note shall be repayable on the earlier of (a) November
14, 2009, and (b) the date on which the Company consummates a merger, capital
stock exchange, asset acquisition, stock purchase or other similar business
combination on the terms described in the Final Prospectus, dated June 7, 2007,
relating to the initial public offering of 7,500,000 units of the Company’s
securities.

     

     

    2.           Interest.   Interest
shall accrue on the unpaid principal balance of this Note from the date hereof
at the annual rate of 1.63% (such rate being the applicable federal rate for
short-term debt as prescribed by the U.S. Internal Revenue Service as of the
date hereof).

     

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

     

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

     

    (a)           Failure to Make Required
Payments.  Failure by the Company to pay the principal on this
Note within five (5) business days following the date when due.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    5.           Remedies.

     

    (a)           Upon
the occurrence of an Event of Default specified in Section 4(a), the Holder may,
by written notice to Company, declare this Note to be due and payable, whereupon
the principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary
notwithstanding.

     

    (b)           Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of the Holder.

     

    6.           Waivers.   The
Company and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by the Holder under the terms of this Note, and all
benefits that might accrue to the Company by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and the Company agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any
writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by the Holder.

     

    7.           Unconditional
Liability.  The Company hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by the Holder, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by the Holder with
respect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.           Notices.  All
notices and other communications given or made pursuant to this Note shall be in
writing and shall be deemed effectively given (a) upon personal delivery to the
party to be notified, (b) three days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, (c) one business day
after deposit with an internationally recognized overnight courier, specifying
next business day delivery, with written verification of receipt, or (d) upon
confirmed facsimile or other electronic transmission if sent during normal
business hours of the recipient and otherwise on the next business day
(provided, that such communication is also sent by another method permitted by
this Section 8).  All communications shall be sent to the following
addresses or to such other address as either party may designate by notice in
accordance with this Section 8.

    


    
      
        	
                If
      to Company:

              	
                Apex
      Bioventures Acquisition Corporation

              
	 
      	
                18
      Farm Lane

              
	 
      	
                Hillsborough,
      CA  94010

              
	 
      	
                Attn.:
      K. Michael Forrest

              
	 
      	
                Facsimile:
      (650) 342-8440

              
	 
      	
                Email:
      mforrest@apexbioventures.com

              


      

    

    


    
      
        	
                If
      to the Holder:

              	
                [NAME]

              
	 
      	
                [ADDRESS]

              


      

    

     

    


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

     

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

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

     

    
      
        	 	APEX BIOVENTURES
      ACQUISITION CORPORATION	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Schedule
I

    


    ADVANCES
AND PAYMENTS OF PRINCIPAL

    


    
      
        
          
            
              
                	
                         

                         

                         

                        Date

                      	
                         

                         

                        Amount
      of

                        Advance

                      	
                         

                         

                        Amount
      of

                        Principal
      Paid

                         

                      	
                         

                         

                        Unpaid
      Principal Balance

                      	
                         

                         

                        Notation

                        Made
      by