THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) [LAZARD CAPITAL MARKETS LLC] [LADENBURG THALMANN &
CO. INC.] (THE "INITIAL HOLDER") OR AN UNDERWRITER OR A SELECTED DEALER IN
      CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE
      INITIAL HOLDER OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER;
      PROVIDED, HOWEVER, THAT THE REGISTERED HOLDER OF THIS PURCHASE OPTION MAY SELL,
      TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION WITHOUT LIMITATION,
      SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS, PRIOR TO ONE YEAR AT
      ANY
      TIME
      AFTER SIX MONTHS FROM THE CONSUMMATION OF A BUSINESS COMBINATION IF THE VOLUME
      WEIGHTED AVERAGE PRICE OF THE COMPANY’S COMMON STOCK EQUALS OR EXCEEDS $11.50
      PER SHARE FOR ANY 20 TRADING DAYS WITHIN ANY 30 TRADING DAY PERIOD FOLLOWING
      THE
      CONSUMMATION OF SUCH BUSINESS COMBINATION.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE 90TH DAY FOLLOWING THE
      CONSUMMATION BY APEX BIOVENTURES ACQUISITION CORPORATION (THE “COMPANY”) OF A
      MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR OTHER
      SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) ASSUMING SHARES OF COMMON
      STOCK ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AND CURRENT AVAILABLE
      PROSPECTUS. (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT
      (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M EASTERN
      TIME, _____________, 2012.

     

    UNIT
      PURCHASE OPTION


     

    FOR
      THE
      PURCHASE OF

     

    [450,000]
      UNITS

     

    OF

     

    APEX
      BIOVENTURES ACQUISITION CORPORATION

     

    1.  Purchase
      Option.

     

    THIS
      CERTIFIES THAT, in consideration of $[100.00] duly paid by or on behalf of
      [LAZARD CAPITAL MARKETS LLC] [LADENBURG THALMANN & CO. INC.] (the "Initial
      Holder"), as registered owner of this Purchase Option (this “Purchase Option”),
      to APEX BIOVENTURES ACQUISITION CORPORATION (“Company”), the Initial
      Holder is entitled, at any time or from time to time on and after the
      90th day following the consummation of a Business Combination
      (“Commencement Date”), and at or before 5:00 p.m., Eastern Time, _____________,
      2012 (“Expiration Date”), but not thereafter, to subscribe for, purchase and
      receive, in whole or in part, up to [450,000] units (“Units”) of the Company,
      each Unit consisting of one share of common stock of the Company, par value
      $.0001 per share (“Common Stock”), and one warrant (“Warrant(s)”) expiring four
      years from the effective date (“Effective Date”) of the registration statement
      (“Registration Statement”) pursuant to which Units are offered for sale to the
      public (“Offering”). Each Warrant is the same as the warrants included in the
      Units being registered for sale to the public by way of the Registration
      Statement (“Public Warrants”). If the Expiration Date is not a Business Day (as
      defined below), then this Purchase Option may be exercised on the next
      succeeding Business Day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $10.00 per Unit so purchased; provided, however, that upon the
      occurrence of any of the events specified in Section 6 hereof, the rights
      granted by this Purchase Option, including the exercise price per Unit and
      the
      number of Units (and shares of Common Stock and Warrants) to be received upon
      such exercise, shall be adjusted as therein specified. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise
      price, depending on the context. 

     

    The
      term
“Holder” shall mean, as of any date, Initial Holder and/or any
      transferee who acquires this Purchase Option (in whole or in part) in accordance
      with Section 3.1 hereof.

     

    The
      term
“Business Day” shall mean any day, except a Saturday, Sunday or legal holiday on
      which the banking institutions in the State of New York are
      authorized or obligated by law or executive order to close.

     

    2.  Exercise.

     

    2.1  Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      (payable in cash or by certified check or official bank check). If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., Eastern time, on the Expiration Date, this Purchase Option shall become
      null and void, without further force or effect, and all rights represented
      hereby shall cease and expire.

     

    2.2  Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (“Act”):

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”), or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state
      law.”

     

    2.3  Cashless
      Exercise.

    
       

      2.3.1  Determination
        of
        Amount.
        In lieu
        of the payment of the Exercise Price multiplied by the number of Units for
        which
        this Purchase Option is exercisable and in lieu of being entitled to receive
        Units in the manner required by Section 2.1, the Holder shall have the
        right (but not the obligation) to convert any exercisable but unexercised
        portion of this Purchase Option into Units (“Conversion
        Right”)
        as
        follows: upon exercise of the Conversion Right, the Company shall deliver
        to the
        Holder (without payment by the Holder of any of the Exercise Price in cash)
        that
        number of Units equal to the quotient obtained by dividing (x) the “Value”
(as defined below) of the portion of this Purchase Option being converted
        by
        (y) the “Current Market Price” (as defined below) of a Unit. The “Value” of
        the portion of this Purchase Option being converted shall equal the remainder
        derived from subtracting (a) the product of (i) the Exercise Price
        multiplied by (ii) the number of Units underlying the portion of this
        Purchase Option being converted from (b) the product of (i) Current
        Market Price of a Unit multiplied by (ii) the number of Units underlying
        the portion of this Purchase Option being converted. The “Current Market Price”
of a Unit at any day shall mean (i) if the Units are listed on a national
        securities exchange (including, without limitation, the American Stock Exchange
        and the Nasdaq Stock Market) or quoted on the OTC Bulletin Board (or any
        successor electronic inter-dealer quotation system), the average closing
        price
        of a Unit for the thirty (30) trading days immediately preceding the date
        of determination of the Current Market Price in the principal trading market
        for
        the Units as reported by the exchange or the quotation system, as the case
        may
        be; (ii) if Units are not listed on a national securities exchange or
        quoted on OTC Bulletin Board (or any successor electronic inter-dealer quotation
        system), but is traded in the residual over-the-counter market, the closing
        bid
        price for a Unit on the last trading day preceding the date in question for
        which such quotations are reported by the Pink Sheets, LLC or similar publisher
        of such quotations; and (iii) if the fair market value of the Units cannot
        be determined pursuant to clause (i) or (ii) above, such price as the
        Board of Directors of the Company shall determine, in good faith.

       

      2.3.2  Mechanics
        of Cashless Exercise.
        The
        cashless exercise right described in this Section 2.3 (the “Cashless
        Exercise Right”)
        may be
        exercised by the Holder on any business day on or after the Commencement
        Date
        and not later than the Expiration Date by delivering this Purchase Option
        with
        the duly executed exercise form attached hereto with the cashless exercise
        section completed to the Company, exercising the Cashless Exercise Right
        and
        specifying the total number of Units the Holder will purchase pursuant to
        such
        Cashless Exercise Right.

       

    

     

    2.4  Warrant
      Exercise.
      Any
      Warrants underlying the Units shall be issued pursuant and subject to the terms
      and conditions set forth in the Warrant Agreement, entered into by and between
      the Company and Continental Stock Transfer & Trust Company, dated as of
      _____, 2007.

     

    3.  Transfer.

     

    3.1  General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
      (in whole or in part) or any interest herein for a period of 180
      days following the Effective Date to anyone other than (i) the Initial
      Holder or an underwriter or a selected dealer in connection with the
      Offering, or (ii) a bona fide officer, partner, subsidiary or other affiliate
      of the Initial Holder or of any such underwriter or selected dealer
      (collectively,
      a “Permitted
      Transferee”);
      provided, however that the registered Holder of this Purchase Option may sell,
      transfer, assign, pledge or hypothecate this Purchase Option without limitation,
      subject to compliance with applicable securities laws, prior to 180
      days following the Effective Date, at any time after six months from the
      consummation of a business combination if the volume weighted average price
      of
      the Company’s common stock equals or exceeds $11.50 per share for any 20 trading
      days within any 30 trading day period following the consummation of such
      business combination (any such time a “Lock-Up
      Release Event”).
      On and after the first anniversary of the Effective Date, or during any
      Lock-up Release Event, this Purchase Option may be sold, transferred, assigned,
      pledged, hypothecated or otherwise disposed of, in whole or in part, subject
      to
      compliance with, or exemptions from, applicable securities laws. In order to
      make any permitted assignment, the Holder must deliver to the Company the
      assignment form attached hereto duly executed and completed, together with
      the
      Purchase Option and payment of all transfer taxes, if any, payable in connection
      therewith. The Company shall within five Business Days following receipt thereof
      transfer this Purchase Option on the books of the Company and shall execute
      and
      deliver a new Purchase Option or Purchase Options of like tenor to the
      appropriate assignee(s) expressly evidencing the right to purchase the aggregate
      number of Units purchasable hereunder or such portion of such number as shall
      be
      contemplated by any such assignment.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    3.2  Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (a) the Company has received a written opinion of counsel for the Holder
      that the securities may be transferred pursuant to an exemption from
      registration under the Act and applicable state securities laws, the
      availability of which is established to the reasonable satisfaction of the
      Company (the Company hereby agreeing that the opinion of Kramer Levin
      Naftalis & Frankel LLP shall be deemed satisfactory evidence of the
      availability of an exemption), or (b) a registration statement or a
      post-effective amendment to the Registration Statement relating to such
      securities has been filed by the Company and declared effective by the
      Securities and Exchange Commission (the “Commission”) and a current prospectus
      is available, and compliance with applicable state securities laws has been
      established.

     

    4.  New
      Purchase Options to be Issued.

     

    4.1  Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and funds sufficient
      to pay any Exercise Price and/or transfer tax, the Company shall cause to be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the number of Units purchasable hereunder as to which this
      Purchase Option has not been exercised or assigned. In addition, the Company
      shall cause to be delivered to any permitted transferee without charge a new
      Purchase Option of like tenor to this Purchase Option in the name of such
      transferee evidencing the right of such transferee to purchase the number of
      Units purchasable hereunder as to which this Purchase Option has been
      transferred to such transferee.

     

    4.2  Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

     

    5.  Registration
      Rights.

     

    5.1  General.
      As used
      in this Section 5, the term “Registrable Securities” means Purchase Options,
      including the Units, Common Stock, Warrants and shares of Common Stock
      underlying the Warrants; provided, that, any such securities shall cease to
      be
      Registrable Securities when:  (a) a registration statement with
      respect to the sale of such securities shall have become effective under the
      Act
      and such securities shall have been sold, transferred, disposed of or exchanged
      in accordance with such registration statement; (b) such securities shall
      have been transferred pursuant to Rule 144 of the Act (but not Rule 144A),
      new
      certificates for them not bearing a legend restricting further transfer shall
      have been delivered by the Company and subsequent public distribution of them
      shall not require registration under the Act; (c) such securities may be
      sold under Rule 144 by the Holder without volume limitation restrictions, or
      (d)
      such securities shall have ceased to be outstanding.

     

    5.2  Demand
      Registration.

     

    5.2.1  Grant
      of Right.
      At any
      one time (and not more than one time) during the five year period following
      the
      Effective Date, the Holders of at least 51% of the Registrable Securities
      (“Majority Holders”) may make a written demand for registration under the Act of
      all or part of their Registrable Securities (a “Demand Registration”).  Any
      request for a Demand Registration (a “Demand Request”) shall specify the number
      and type of Registrable Securities proposed to be sold and the intended
      method(s) of distribution thereof.  The Company will notify all Holders of
      Registrable Securities of the demand, and any Holder of Registrable Securities
      who wishes to include all or a portion of such Holder’s Registrable Securities
      in the Demand Registration shall so notify the Company within fifteen (15)
      days
      following delivery of the notice from the Company (such Holders who timely
      deliver notice together with the Majority Holders, the “Demanding
      Holders”). The Company will then use its reasonable best efforts to (a)
      prepare and file within 60 days a registration statement or a post-effective
      amendment to the Registration Statement covering the resale of the Registrable
      Securities which the Demanding Holders have requested to be registered, and
      (b)
      to have such registration statement declared effective as soon as possible
      thereafter, subject to Section 5.2.4. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    5.2.2  Terms.
      The Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the fees and expenses of one legal counsel
      selected by the Majority Holders to represent them in connection with the sale
      of the Registrable Securities, except that the Company shall not be required
      to
      pay any underwriting commissions (which commissions, if any, shall be borne
      by
      the Demanding Holders participating in the registration). The Company agrees
      to
      use its reasonable best efforts to qualify or register the Registrable
      Securities in such States as are reasonably requested by the Majority Holder(s);
      provided, however, that in no event shall the Company be required to register
      the Registrable Securities in a State in which such registration would cause
      (a)
      the Company to be obligated to qualify to do business in such State, or would
      subject the Company to taxation as a foreign corporation doing business in
      such
      jurisdiction or (b) the principal stockholders of the Company to be obligated
      to
      escrow their shares of capital stock of the Company. The Company shall cause
      any
      registration statement or post-effective amendment filed pursuant to the demand
      rights granted under Section 5.2.1 to remain effective until all Registrable
      Securities covered thereby have been sold or, if longer, for a period of nine
      months from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell their Registrable Securities thereunder plus
      any
      period during which disposition of securities thereunder is interfered with
      by
      any stop order or injunction of the Commission or any governmental agency or
      court. 

     

    5.2.3      Effective
      Registration. A registration will not count as a Demand Registration until
      the registration statement filed with the Commission with respect to such Demand
      Registration has been declared effective and the Company has complied with
      all
      of its obligations under this Agreement with respect thereto; provided, however,
      that if, after such registration statement has been declared effective, the
      offering of Registrable Securities pursuant to a Demand Registration is
      interfered with by any stop order or injunction of the Commission or any other
      governmental agency or court, the registration statement with respect to such
      Demand Registration will be deemed not to have been declared effective, unless
      and until, (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
      elect to continue the offering.

     

    5.2.4  Underwritten
      Offerings.
      If a
      majority-in-interest (based on the number of Registrable Securities being
      registered) of the Demanding Holders so elect and such holders so advise the
      Company in writing, the offering of such Registrable Securities pursuant to
      such
      Demand Registration shall be in the form of an underwritten offering. In such
      event, the right of any Holder of Registrable Securities to include its
      Registrable Securities in such registration shall be conditioned upon such
      Holder’s participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting to the extent provided herein. 
All Demanding Holders proposing to distribute their securities through such
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the
      majority-in-interest of the Demanding Holders. If the managing underwriter
      or
      underwriters for a Demand Registration that is to be an underwritten offering
      advises the Company and the Demanding Holders in writing that the dollar amount
      or number of Registrable Securities which the Demanding Holders desire to sell,
      taken together with all other shares of Common Stock or other securities which
      the Company desires to sell and the shares of Common Stock or other securities,
      if any, as to which registration has been requested pursuant to written
      contractual piggy-back registration rights held by other securityholders of
      the
      Company who desire to sell, exceeds the maximum dollar amount or maximum number
      of securities that can be sold in such offering without adversely affecting
      the
      proposed offering price, the timing, the distribution method, or the probability
      of success of such offering (such maximum dollar amount or maximum number of
      securities, as applicable, the “Maximum Registration Amount”), then the Company
      shall include in such registration:  (a) first, the Registrable Securities
      as to which Demand Registration has been requested by the Demanding Holders
      (pro
      rata
      in
      accordance with the number of shares of Registrable Securities which such
      Demanding Holders have requested be included in such registration, regardless
      of
      the number of Registrable Securities held by each Demanding Holder) that can
      be
      sold without exceeding the Maximum Registration Amount; (b) second, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Registration Amount; (c) third, to the extent
      that the Maximum Registration Amount has not been reached under the foregoing
      clauses (a) and (b), the shares of Common Stock or other securities for the
      account of other persons that the Company is obligated to register pursuant
      to
      written contractual arrangements with such persons and that can be sold without
      exceeding the Maximum Registration Amount; and (d) fourth, to the extent that
      the Maximum Registration Amount has not been reached under the foregoing clauses
      (a), (b), and (c), the shares of Common Stock or other securities that other
      securityholders desire to sell that can be sold without exceeding the Maximum
      Registration Amount.

     

    
      5.2.5   
        Withdrawal. If a majority-in-interest of the Demanding Holders disapprove
        of the terms of any underwriting or are not entitled to include all of their
        Registrable Securities in any offering, such majority-in-interest of the
        Demanding Holders may elect to withdraw from such offering by giving written
        notice to the Company and the underwriter or underwriters of their request
        to
        withdraw prior to the effectiveness of the registration statement filed with
        the
        Commission with respect to such Demand Registration. If the majority-in-interest
        of the Demanding Holders withdraws from a proposed offering relating to a
        Demand
        Registration, then such registration shall not count as a Demand Registration
        provided for in Section 5.2.

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.2.6  Permitted
      Delays. The Company shall be entitled to postpone, for up to 60 days from
      the date of receipt of a Demand Request, the filing of any registration
      statement under this Section 5.2, if (a) at any time prior to the filing of
      such
      registration statement the Company’s Board of Directors determines, in its good
      faith business judgment, that such registration and offering would materially
      and adversely affect any financing, acquisition, corporate reorganization,
      or
      other material transaction involving the Company, and (b) the Company delivers
      to the Demanding Holders written notice thereof within five (5) business days
      from the date of receipt of a Demand Request; provided, that the Company may
      not
      exercise this postponement right more than once during any twelve-month
      period.

     

    5.3  “Piggy-Back”
      Registration.

     

    5.3.1  Grant
      of Right.
      If at
      any time during the first seven years following the Effective Date the Company
      proposes to file a Registration Statement under the Act with respect to an
      offering of equity securities, or securities or other obligations exercisable
      or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for securityholders of the Company for their accounts (or by
      the
      Company and by securityholders of the Company including, without limitation,
      pursuant to Section 5.2.1), other than a registration statement (a) filed
      in connection with any employee stock option or other benefit plan, (b) for
      an
      exchange offer or offering of securities solely to the Company’s existing
      securityholders, (c) for an offering of debt that is convertible into equity
      securities of the Company, or (d) for a dividend reinvestment plan, then
      the Company shall (i) give written notice of such proposed filing to the holders
      of Registrable Securities as soon as practicable but in no event less than
      ten
      (10) days before the anticipated filing date, which notice shall describe the
      amount and type of securities to be included in such offering, the intended
      method(s) of distribution, and the name of the proposed managing underwriter
      or
      underwriters, if any, of the offering, and (ii) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).  The Company shall cause such Registrable Securities to be
      included in such registration and shall use its reasonable best efforts to
      cause
      the managing underwriter or underwriters of a proposed underwritten offering
      to
      permit the Registrable Securities requested to be included in a Piggy-Back
      Registration to be included on the same terms and conditions as any similar
      securities of the Company and to permit the sale or other disposition of such
      Registrable Securities in accordance with the intended method(s) of distribution
      thereof.  All holders of Registrable Securities proposing to distribute
      their securities through a Piggy-Back Registration that involves an underwriter
      or underwriters shall enter into an underwriting agreement in customary form
      with the underwriter or underwriters selected for such Piggy-Back
      Registration.

     

    5.3.2  Terms.
The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Majority Holder(s); provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a state in which such
      registration would cause (a) the Company to be obligated to qualify to do
      business in such state, or would subject the Company to taxation as a foreign
      corporation doing business in such jurisdiction or (b) the principal
      shareholders of the Company to be obligated to escrow their shares of share
      capital of the Company. The Company shall cause any registration statement
      or
      post-effective amendment filed pursuant to the demand rights granted under
      Section 5.2 to remain effective for a period of nine consecutive months from
      the
      effective date of such registration statement or post-effective amendment.
      

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.3.3  Underwritten
      Offerings.
      If the
      managing underwriter or underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the Holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      or other securities which the Company desires to sell, taken together with
      shares of Common Stock or other securities, if any, as to which registration
      has
      been demanded pursuant to written contractual arrangements with persons other
      than the Holders of Registrable Securities hereunder, the Registrable Securities
      as to which registration has been requested under this Section 5.3, and the
      shares of Common Stock or other securities, if any, as to which registration
      has
      been requested pursuant to the written contractual piggy-back registration
      rights of other securityholders of the Company, exceeds the Maximum Registration
      Amount, then the Company shall include in any such registration:

     

    (a) If
      the
      registration is undertaken for the Company’s account: (i) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Registration Amount; (ii) second, to the
      extent that the Maximum Registration Amount has not been reached under the
      foregoing clause (i), the Registrable Securities as to which registration has
      been requested under Section 5.3 above and, to the extent that any other
      security holders have written contractual piggy-back registration rights which
      are on parity with the rights of Holders of Registrable Securities hereunder,
      shares of Common Stock and other securities, if any, as to which registration
      has been requested pursuant to such other piggy-back registration rights by
      such
      other security holders (pro rata in accordance with the number of shares of
      Common Stock and other securities which each such person has actually requested
      to be included in such registration, regardless of the number of shares of
      Common Stock and other securities with respect to which such persons have the
      right to request such inclusion) that can be sold without exceeding the Maximum
      Registration Amount; and (iii) third, to the extent that the Maximum
      Registration Amount has not been reached under the foregoing clauses (i) and
      (ii), shares of Common Stock and other securities, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights which are subordinate to the rights of Holders of
      Registrable Securities hereunder (pro rata in accordance with the number of
      shares of Common Stock and other securities which each such person has actually
      requested to be included in such registration, regardless of the number of
      shares of Common Stock and other securities with respect to which such persons
      have the right to request such inclusion) that can be sold without exceeding
      the
      Maximum Registration Amount.

     

    (b) 
      If the
      registration is a “demand” registration undertaken at the demand of persons
      other than the Holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (i) first, the shares of Common Stock and other
      securities for the account of the demanding persons that can be sold without
      exceeding the Maximum Registration Amount; (ii) second, to the extent that
      the
      Maximum Registration Amount has not been reached under the foregoing clause
      (i),
      the Registrable Securities as to which registration has been requested under
      Section 5.3 above and, to the extent that any other security holders have
      written contractual piggy-back registration rights which are on parity with
      the
      rights of Holders of Registrable Securities hereunder, shares of Common Stock
      and other securities, if any, as to which registration has been requested
      pursuant to such other piggy-back registration rights by such other security
      holders (pro rata in accordance with the number of shares of Common Stock and
      other securities which each such person has actually requested to be included
      in
      such registration, regardless of the number of shares of Common Stock and other
      securities with respect to which such persons have the right to request such
      inclusion) that can be sold without exceeding the Maximum Registration Amount;
      (iii) third, to the extent that the Maximum Registration Amount has not been
      reached under the foregoing clauses (i) and (ii), the shares of Common Stock
      or
      other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Registration Amount; and (iii) fourth, to the extent
      that
      the Maximum Registration Amount has not been reached under the foregoing clauses
      (i), (ii) and (iii), shares of Common Stock and other securities, if any, as
      to
      which registration has been requested pursuant to written contractual piggy-back
      registration rights which are subordinate to the rights of Holders of
      Registrable Securities hereunder (pro
      rata
      in
      accordance with the number of shares of Common Stock and other securities which
      each such person has actually requested to be included in such registration,
      regardless of the number of shares of Common Stock and other securities with
      respect to which such persons have the right to request such inclusion) that
      can
      be sold without exceeding the Maximum Registration Amount.

     

    
      
        
        

      

      
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    5.3.4  Maintenance
      of Priority. So long as there are Registrable Securities hereunder, the
      Company shall not grant to any person piggy-back rights superior to or on parity
      with the rights of the Holders of Registrable Securities hereunder; provided,
      however, that the piggy-back rights granted pursuant to that certain
      Registration Rights Agreement, dated ________, 2007, between the Company and
      the
“Investors” thereunder, substantially in the form filed as Exhibit 10.9 to
      the Registration Statement, may be on parity with (but not superior to) the
      piggy-back rights granted to the Holders of Registrable Securities
      hereunder.

     

    5.3.5  Withdrawal.
      Any
      Holder of Registrable Securities may elect to withdraw such Holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw at least five Business
      Days prior to the effectiveness of the Registration Statement.  The Company
      may also elect to withdraw a registration statement at any time prior to the
      effectiveness of the Registration Statement. Notwithstanding any such
      withdrawal, the Company shall pay all expenses incurred in connection with
      the
      withdrawn registration statement in accordance with Section 5.3.2
      above.

     

    5.4  Pre-Commencement
      Date Registration.
      The
      Company agrees that prior to the Commencement Date, it shall file with the
      Commission a post-effective amendment to the Registration Statement, or a new
      registration statement, for the registration, under the Act of (a) the Common
      Stock issuable upon exercise of this Purchase Option, and (b) the Common Stock
      issuable upon exercise of the Warrants (all of such shares of Common Stock,
      the
“Underlying Common Stock”), and it shall take such action as is necessary to
      qualify for sale, in those states in which the Units were initially offered
      by
      the Company, the Underlying Common Stock. In either case, the Company will
      use
      its reasonable best efforts to cause the same to become effective on or prior
      to
      the Commencement Date and to maintain the effectiveness of such registration
      statement and ensure that a current prospectus is available for delivery until
      the expiration of this Purchase Option and the Warrants in accordance with
      the
      provisions hereof and thereof. In addition, the Company agrees to use its
      reasonable best efforts to register such securities under the blue sky laws
      of
      the states of residence of exercising Holders, if permitted by the blue sky
      laws
      of such jurisdictions, in the event that an exemption is not available. In
      no
      event will the Holder hereof or a holder of a Warrant be entitled to receive
      a
      net-cash settlement, shares of Common Stock or other consideration in lieu
      of
      physical settlement in shares of Common Stock (subject to Section 6), regardless
      of whether the Company complies with this Section 5.4. The provisions of this
      Section 5.4 may not be modified, amended or deleted without the prior
      written consent of the Initial Holder.

     

    5.5  General
      Terms.

     

    5.5.1  Indemnification.
      The
      Company shall indemnify the holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls any such holder within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the Initial Holder contained in Section 5 of the
      Underwriting Agreement among the Company, the Initial Holder and
      __________ dated the Effective Date. The Holder(s) of the Registrable
      Securities to be sold pursuant to such registration statement, and their
      successors and assigns, shall severally, and not jointly, indemnify the Company,
      its officers and directors and each person, if any, who controls the Company
      within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
      Act, against all loss, claim, damage, expense or liability (including all
      reasonable attorneys’ fees and other expenses reasonably incurred in
      investigating, preparing or defending against any claim whatsoever) to which
      they may become subject under the Act, the Exchange Act or otherwise, arising
      from information furnished by or on behalf of such Holders, or their successors
      or assigns, in writing, for specific inclusion in such registration statement
      to
      the same extent and with the same effect as the provisions contained in Section
      5 of the Underwriting Agreement pursuant to which the underwriters have agreed
      to indemnify the Company.

     

    
      
        
        

      

      
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    5.5.2  Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise this Purchase Option or Warrants underlying this Purchase Option
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.5.3  Documents
      Delivered to Holders.
      The
      Company shall furnish to the Initial Holder, as representative of the Holders
      participating in any of the foregoing offerings, a signed copy, addressed to
      the
      participating Holders, of (i) an opinion of counsel to the Company, dated the
      effective date of such registration statement (and, if such registration
      includes an underwritten public offering, an opinion dated the date of the
      closing under any underwriting agreement related thereto), and (ii) a “cold
      comfort” letter dated the effective date of such registration statement (and, if
      such registration includes an underwritten public offering, a letter dated
      the
      date of the closing under the underwriting agreement) signed by the independent
      public accountants who have issued a report on the Company’s financial
      statements included in such registration statement, in each case covering
      substantially the same matters with respect to such registration statement
      (and
      the prospectus included therein) and, in the case of such accountants’ letter,
      with respect to events subsequent to the date of such financial statements,
      as
      are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
      securities. The Company shall also deliver promptly to the Initial Holder,
      as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission, on the one hand, and the Company, its counsel and/or auditors,
      on
      the other hand, and all memoranda relating to discussions with the Commission
      or
      its staff with respect to the registration statement and permit the Initial
      Holder, as representative of the Holders, to do such investigation, upon
      reasonable advance notice, with respect to information contained in or omitted
      from the registration statement as it deems reasonably necessary to comply
      with
      applicable securities laws or rules of the National Association of Securities
      Dealers, Inc. (“NASD”). Such investigation shall include access to books,
      records and properties and opportunities to discuss the business of the Company
      with its officers and independent auditors, all to such reasonable extent and
      at
      such reasonable times and as often as the Initial Holder, as representative
      of
      the Holders, shall reasonably request. The Company shall not be required to
      disclose any confidential information or other records to the Initial
      Holder, as representative of the Holders, or to any other person, until and
      unless such persons shall have entered into reasonable confidentiality
      agreements (in form and substance reasonably satisfactory to the Company),
      with
      the Company with respect thereto.

     

    5.5.4  Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders pursuant to Section 5.2.4 or
      Section 5.3.3, which managing underwriter shall be reasonably acceptable to
      the
      Company. Such agreement shall be reasonably satisfactory in form and substance
      to the Company, each Holder and such managing underwriters, and shall contain
      such representations, warranties and covenants by the Company and such other
      terms as are customarily contained in agreements of that type used by the
      managing underwriter. The Holders shall be parties to any underwriting agreement
      relating to an underwritten sale of their Registrable Securities and shall
      agree
      to such covenants and indemnification and contribution obligations of selling
      stockholders as are customarily contained in agreements of that type used by
      the
      managing underwriter. Further, such Holders shall execute appropriate custody
      agreements and otherwise cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      Registrable Securities pursuant to this Section 5. Each Holder shall also
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it, and the intended method of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities.

     

    
      
        
        

      

      
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    5.5.5  Supplemental
      Prospectus.
      The
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    6.  Adjustments.

     

    6.1  Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1  Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date thereof, the number of shares
      of Common Stock underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of shares of Common Stock, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $6.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $10.00 per Unit, each Unit entitling the Holder
      to receive two shares of Common Stock and two Warrants (each Warrant exercisable
      for $3.00 per share).

     

    6.1.2  Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.3, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants.

     

    6.1.3  Extraordinary
      Dividends.
      If the
      Company, at any time while this Purchase Option is outstanding and unexpired,
      shall pay a dividend in cash, securities or other assets to the holders of
      Common Stock (or other shares of the Company’s capital stock into which the
      Warrants are convertible), other than (w) as described in Sections 6.1.1, (x)
      regular quarterly or other periodic dividends, (y) in connection with the
      conversion rights of the holders of Common Stock upon consummation of the
      Company’s initial Business Combination (as such term is used in the Registration
      Statement) or (z) in connection with the Company’s liquidation and the
      distribution of its assets upon its failure to consummate a Business Combination
      (any such non-excluded event being referred to herein as an "Extraordinary
      Dividend"), then (i) the Exercise Price shall be decreased, effective
      immediately after the effective date of such Extraordinary Dividend, by the
      amount of cash or the fair market value (as determined by the Company’s Board of
      Directors, in good faith) of any securities or other assets paid on each share
      of Common Stock in respect of such Extraordinary Dividend and (ii) the Warrants
      issuable upon exercise of this Purchase Option shall be adjusted in the same
      manner as the Public Warrants pursuant to the Warrant Agreement, dated _______,
      between the Company and the “Warrant Agent” thereunder.

     

    
      
        
        

      

      
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    6.1.4  Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1, 6.1.2 or 6.1.3 hereof or
      that solely affects the par value of such shares of Common Stock, or in the
      case
      of any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
      Sections 6.1.1, 6.1.2 and this Section 6.1.4. The provisions of this Section
      6.1.4 shall similarly apply to successive reclassifications, reorganizations,
      mergers or consolidations, sales or other transfers.

     

    6.1.5  Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    
      6.1.6      
        Adjustments
        of Warrants.
        To the
        extent the price of the Warrants are lowered pursuant to Section 3.1 of the
        Warrant Agreement, dated _____________, 2007, between the
        Company and Continental Stock Transfer & Trust Company (the "Warrant
        Agreement"), the price of the Warrants underlying the Purchase Option shall
        be
        reduced on identical percentage terms. To the extent the duration of the
        Warrants is extended pursuant to Section 3.2 of the Warrant Agreement, the
        duration of the Warrants underlying the Purchase Option shall be extended
        on
        identical terms. 

       

    

    6.2  Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

     

    6.3  Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of this Purchase Option,
      nor shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      Warrants, shares of Common Stock or other securities, properties or
      rights.

     

    6.4  Limitations
      on Monetary Damages.
      In
      no
      event shall the registered holder of this Purchase Option be entitled to receive
      any monetary damages if the securities underlying this Purchase Option have
      not
      been registered by the Company pursuant to an effective registration statement
      or a current prospectus is not available, provided the Company has fulfilled
      its
      obligation to use reasonable best efforts to effect such registration and to
      make such prospectus available.

     

    
      
        
        

      

      
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    7.  Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      this
      Purchase Option or the Warrants underlying this Purchase Option, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of this Purchase Option and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable. The Company further
      covenants and agrees that upon exercise of the Warrants underlying this Purchase
      Option and payment of the Warrant exercise price therefor, all shares of Common
      Stock and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable. As long as this Purchase Option shall
      be
      outstanding, the Company shall use its reasonable best efforts to cause all
      (a)
      Units and shares of Common Stock issuable upon exercise of this Purchase Option,
      (b) Warrants issuable upon exercise of this Purchase Option, and (c) shares
      of
      Common Stock issuable upon exercise of the Warrants included in the Units
      issuable upon exercise of this Purchase Option to be listed (subject to official
      notice of issuance) on all securities exchanges (or, if applicable on the Nasdaq
      National Market, SmallCap Market, NASD OTC Bulletin Board or any successor
      trading market) on which the Units, the Common Stock or the Public Warrants
      issued to the public in connection herewith may then be listed and/or
      quoted.

     

    8.  Certain
      Notice Requirements.

     

    8.1  Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holder the right to vote or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of this Purchase Option and its exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least ten days
      prior to the date fixed as a record date or the date of closing the transfer
      books for the determination of the stockholders entitled to such dividend,
      distribution, conversion or exchange of securities or subscription rights,
      or
      entitled to vote on such proposed dissolution, liquidation, winding up or sale.
      Such notice shall specify such record date or the date of the closing of the
      transfer books, as the case may be. Notwithstanding the foregoing, the Company
      shall deliver to each holder a copy of each notice given to the other
      stockholders of the Company at the same time and in the same manner that such
      notice is given to the stockholders.

     

    8.2  Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in Section 8.1 above
      if:
      (a) the Company shall offer to all the holders of its Common Stock any
      additional shares of capital stock of the Company or securities convertible
      into
      or exchangeable for shares of capital stock of the Company, or any option,
      right
      or warrant to subscribe therefor, or (b)
      if
      the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling them to receive a dividend or distribution payable
      otherwise than in cash, or a cash dividend or distribution payable otherwise
      than out of retained earnings, as indicated by the accounting treatment of
      such
      dividend or distribution on the books of the Company, or (c), a
      dissolution, liquidation or winding up of the Company (other than in connection
      with a consolidation or merger) or a sale of all or substantially all of its
      property, assets and business shall be proposed.

     

    8.3  Notice
      of Change in Exercise Price.
The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change ("Price Notice"). The Price Notice shall describe the event causing
      the
      change and the method of calculating same and shall be certified as being true
      and accurate by the Company's President and Chief Financial
      Officer.

     

    
      
        
        

      

      
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    8.4  Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (a) if to
      the
      registered Holder of the Purchase Option, to the address of such Holder as
      shown
      on the books of the Company, or (b) if to the Company, to the following address
      or to such other address as the Company may designate by notice to the
      Holders:

     

    Apex
      Bioventures Acquisition Corporation

    18
      Farm
      Lane

    Hillsborough,
      California 94010

    Attention:
      Chief Executive Officer

    


    9.  Redemption.

     

    9.1  Redemption.
      Subject
      to Section 9.4 hereof and the penultimate sentence of this Section 9.1, not
      less than all of the outstanding Purchase Options may be redeemed, at the option
      of the Company, at any time after the Commencement Date and prior to the
      Expiration Date, at the Company’s corporate offices, upon the notice referred to
      in Section 9.2, at the Redemption Price (as defined below), provided that
      the volume weighted average price of the Common Stock has been equal to or
      greater than $11.50 per share for any twenty (20) trading days within a thirty
      (30) trading day period ending on the third business day prior to the date
      on
      which notice of redemption is given. The provisions of this Section 9.1 may
      not be modified, amended or deleted without the prior written consent of the
      Initial Holder. As used herein, the term “Redemption Price” means, (a) with
      respect to all then outstanding Purchase Options in the aggregate, the price
      determined by multiplying $100 by a fraction, the numerator of which is the
      total number of Purchase Options (after giving effect to any adjustments
      effected pursuant to Section 6 hereof and after deducting for any Purchase
      Options previously exercised and no longer outstanding), and the denominator
      of
      which is the total number of Purchase Options (after giving effect to any
      adjustments effected pursuant to Section 6 hereof, but without deducting for
      any
      Purchase Options previously exercised and no longer outstanding then
      outstanding), and (b) with respect to each then outstanding Purchase Option,
      means the price determined by dividing the price determined pursuant to
      subclause (a) above, by the number of then outstanding Purchase Options (after
      giving effect to any adjustments effected pursuant to Section 6 hereof and
      after
      deducting for any Purchase Options previously exercised and no longer
      outstanding). For the avoidance of doubt, assuming that no adjustment has been
      made pursuant to Section 6 and that no Purchase Options have been exercised,
      the
      initial aggregate Redemption Price for all Purchase Options is $100, and the
      per
      Purchase Option Redemption Price
      is
      approximately $0.0002222. 

     

    9.2  Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Purchase Options, the Company
      shall fix a date for the redemption. Notice of redemption shall be mailed by
      first class mail, postage prepaid, by the Company not less than 30 days prior
      to
      the date fixed for redemption to the registered Holders of the Purchase Options
      to be redeemed at their last addresses as they shall appear in the Company’s
      records. Any notice mailed in the manner herein provided shall be conclusively
      presumed to have been duly given, whether or not the registered Holder received
      such notice.

     

    9.3  Exercise
      After Notice of Redemption.
      Purchase Options may be exercised in accordance with Section 2 hereof at
      any time after notice of redemption shall have been given by the Company
      pursuant to Section 9.2 hereof and prior to the time and date fixed for
      redemption. On and after the redemption date, the record Holder of this Purchase
      Option shall have no further rights except to receive, upon surrender hereof,
      the applicable Redemption Price.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    9.4  No
      Redemption Without Effective Registration.
      Notwithstanding anything contained herein to the contrary, in no event shall
      the
      Company call the Purchase Options for redemption unless a registration statement
      covering the securities underlying this Purchase Option has been declared
      effective by the SEC and a current prospectus is available for
      delivery.

     

    10.  Miscellaneous.

     

    10.1  Amendments.
      The
      Company and the Initial Holder may from time to time supplement or
      amend this Purchase Option without the approval of any of the Holders in order
      to cure any ambiguity, to correct or supplement any provision contained herein
      that may be defective or inconsistent with any other provisions herein, or
      to
      make any other provisions in regard to matters or questions arising hereunder
      that the Company and the Initial Holder may deem necessary or
      desirable and that the Company and the Initial Holder deem shall not
      adversely affect the interest of the Holders. All other modifications or
      amendments to this Purchase Option shall require the written consent of and
      be
      signed by the Holder hereof.

     

    10.2  Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    10.3  Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitute
      the
      entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    10.4  Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their respective successors, legal
      representatives and permitted assigns, and (except for the Initial
      Holder pursuant to Section 5.5.3, 10.1 and 10.5) no other person shall have
      or be construed to have any legal or equitable right, remedy or claim under
      or
      in respect of or by virtue of this Purchase Option or any provisions herein
      contained.

     

    10.5  Governing
      Law; Submission to Jurisdiction.
This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any process or summons to be served upon the Company may
      be
      served by transmitting a copy thereof by registered or certified mail, return
      receipt requested, postage prepaid, addressed to it at the address set forth
      in
      Section 8 hereof. Such mailing shall be deemed personal service and shall be
      legal and binding upon the Company in any action, proceeding or claim. The
      Company and the Holder agree that the prevailing party(ies) in any such action
      shall be entitled to recover from the other party(ies) all of its reasonable
      attorneys' fees and expenses relating to such action or proceeding and/or
      incurred in connection with the preparation therefor.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    10.6  Waiver,
      Etc.
      The
      failure of the Company, the Initial Holder or the Holder to at any
      time enforce any of the provisions of this Purchase Option shall not be deemed
      or construed to be a waiver of any such provision, nor to in any way affect
      the
      validity of this Purchase Option or any provision hereof or the right of the
      Company, the Initial Holder or any Holder to thereafter enforce each
      and every provision of this Purchase Option. No waiver of any breach,
      non-compliance or non-fulfillment of any of the provisions of this Purchase
      Option shall be effective unless set forth in a written instrument executed
      by
      the party or parties against whom or which enforcement of such waiver is sought;
      and no waiver of any such breach, non-compliance
      or non-fulfillment shall be construed or deemed to be a waiver of any other
      or
      subsequent breach, non-compliance or non-fulfillment.

     

    10.7  Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, the
      Holder agrees that, at any time prior to the complete exercise of this Purchase
      Option by the Holder, if the Company and the Initial Holder enter into
      an agreement (“Exchange Agreement”) pursuant to which they agree (subject to
      Section 6.4 above) that all outstanding Purchase Options will be exchanged
      for
      securities or cash or a combination of both, then the Holder shall agree to
      such
      exchange and become a party to the Exchange Agreement.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ____ day of                ,
      2007.

     

    
      	 	 	 
	 	APEX
              BIOVENTURES ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Darrell
              J. Elliott,
Chairman
              and Chief Executive Officer


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Form
      to
      be used to exercise Purchase Option:

     

    Apex
      Bioventures Acquisition Corporation 

    18
      Farm
      Lane

    Hillsborough,
      California 94010

    


    Date:_________________,
      200__

     

    The
      undersigned hereby irrevocably elects to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of APEX BIOVENTURES ACQUISITION
      CORPORATION and hereby makes payment of $____________ (at the rate of $_________
      per Unit) in payment of the Exercise Price pursuant thereto. Please issue the
      Common Stock and Warrants as to which this Purchase Option is exercised in
      accordance with the instructions given below.

    
 

    
      or

      


      The
        undersigned hereby irrevocably elects to convert its right to purchase _____
        Units purchasable under the within Purchase Option by surrender of the
        unexercised portion of the attached Purchase Option (with a “Value” of
        $_________ based on a “Market Price” of $___________). Please issue the
        securities comprising the Units as to which this Purchase Option is exercised
        in
        accordance with the instructions given below.

    

     

    
      	 	 	
            
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Signature
              Guaranteed


    

     

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

     

    
      
        	Name	                                                                                                                                                              
                	 
	 	
                (Print
                  in Block Letters)

              	 
	 	 	 
	Address	 	 


      

    

           

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Form
      to
      be used to assign Purchase Option:

     

    Apex
      Bioventures Acquisition Corporation 

    18
      Farm
      Lane

    Hillsborough,
      California 94010

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED,___________________________________________ does hereby sell, assign
      and transfer unto______________________________________ the right to purchase
      __________ Units of APEX BIOVENTURES ACQUISITION CORPORATION (“Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

     

     

    Dated:___________________,
      200_

     

    
       

      
        	 	 	
              
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Signature
                Guaranteed


      

       

    

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.