REGISTRATION
      RIGHTS AGREEMENT

     

    


    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of the       
      day of
      _______, 2007, by and among Apex Bioventures Acquisition Corporation, a Delaware
      corporation (the “Company”),
      and
      the undersigned parties listed under Investors on the signature page hereto
      (each, an “Investor”
and
      collectively, the “Investors”).

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding securities of
      the
      Company; and

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of (a) shares of
      Common Stock; (b) Warrants; and (c) shares of Common Stock underlying
      Warrants.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1.       DEFINITIONS. 
      The following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Announcement
      Date”
means
      the date the Company files a Form 8-K with the Commission announcing the
      entering into of a definitive agreement for the Business
      Combination.

     

    “Business
      Combination”
means
      the acquisition of direct or indirect ownership through a merger, capital stock
      exchange, asset or stock acquisition or other similar type of transaction,
      of an
      operating business or businesses having collectively, a fair market value of
      at
      least 80% of the Company’s net assets at the time of such acquisition;
provided,
      however,
      that,
      any acquisition of multiple operating businesses shall occur contemporaneously
      with one another target business.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “First
      Release Date”
means
      the date the Warrants may be distributed from escrow pursuant to Section 3
      of
      that certain Securities Escrow Agreement dated as of the date hereof, by and
      among the parties thereto and Continental Stock Transfer & Trust Company.


     

    
      
        
        

      

      
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    “Form
      S-3”
is
      defined in Section 2.3.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    “Investor”
is
      defined in the preamble to this Agreement.

     

    “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

    “Ladenburg”
is
      defined in Section 6.1.

     

    “Lazard”
is
      defined in Section 6.1.

     

    “Majority-In-Interest
      of the Demanding Holders”
      means,
      with respect to a particular Registration Statement, (i) after the First Release
      Date but prior to the Second Release Date, a majority-in-interest of the holders
      of the Warrants and the shares of Common Stock issuable upon exercise thereof,
      and (ii) after the Second Release Date, a majority-in-interest of the holders
      of
      Registrable Securities.

    


    “Maximum
      Registration Amount”
is
      defined in Section 2.1.4.

     

    “Notices”
is
      defined in Section 6.3.

     

    “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Purchase
      Option”
means
      the option to purchase 450,000 units, each unit consisting of one share of
      Common Stock and one Common Stock purchase warrant, issued to Lazard and
      Ladenburg or their designees in connection with the Company’s initial public
      offering (as may be transferred from time to time in accordance with its
      terms).

    


    “Purchase
      Option Securities”
      means
      means the securities underlying the Purchase Option that have been granted
      registration rights by the Company pursuant to the Purchase Option.

    


    “Register,”
      “registered”
and
      “registration”
mean
      a
      registration effected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registrable
      Securities”
mean
      all of (a) the shares of Common Stock owned or held by Investors; (b) the
      Warrants; and (c) the shares of Common Stock issuable upon exercise of the
      Warrants.  Registrable Securities include any warrants, shares of capital
      stock or other securities of the Company issued as a dividend or other
      distribution with respect to or in exchange for or in replacement of such
      Registrable Securities.  As to any particular Registrable Securities, such
      securities shall cease to be Registrable Securities when:  (i) a
      Registration Statement with respect to the sale of such securities shall have
      become effective under the Securities Act and such securities shall have been
      sold, transferred, disposed of or exchanged in accordance with such Registration
      Statement; (ii) such securities shall have been transferred pursuant to
      Rule 144 of the Securities 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 Securities Act; (iii) such securities may be sold by
      the Investor without restriction, or (iv) such securities shall have ceased
      to
      be outstanding.

     

    
      
        
        

      

      
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    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or any successor forms, or any registration
      statement covering only securities proposed to be issued in exchange for
      securities or assets of another entity).

     

    “Second
      Release Date”
means
      the date on which shares of Common Stock are disbursed from escrow pursuant
      to
      the first clause of Section 3 (i.e. excluding the proviso to Section 3) of
      that certain Securities Escrow Agreement, dated as of  _______ ___, 2007,
      by and among the parties hereto and Continental Stock Transfer & Trust
      Company.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

    


    “Warrants”
means
      the Warrants to purchase an aggregate of 1,800,000 shares of Common Stock issued
      by the Company to the Investors prior to the execution of this
      Agreement.

     

    2. REGISTRATION
      RIGHTS. 

     

    2.1        Demand
      Registration.

     

    2.1.1.      Request
      for Registration. 
      At any time and from time to time on or after the Announcement Date, a
      Majority-In-Interest of the Demanding Holders may make a written demand for
      registration under the Securities Act of all or part of their Warrants and
      the
      shares of Common Stock issuable upon exercise of the Warrants (the “First
      Demand Registration”);
      provided,
      however,
      such
      First Demand Registration shall not be declared effective by the Commission
      until after the First Release Date. At any time and from time to time on or
      after the Second Release Date, a Majority-In-Interest of the Demanding Holders
      may make a written demand for registration under the Securities Act of all
      or
      part of the Registrable Securities (the “Second
      Demand Registration”
and
      together with the First Demand Registration, a “Demand
      Registration”). 
      Any demand for a Demand Registration 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 each holder of Registrable Securities who wishes
      to include all or a portion of such holder’s Registrable Securities in the
      Demand Registration (each such holder including Registrable Securities in such
      Demand Registration, a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company.  Upon any such request, the Demanding
      Holders shall be entitled to have their Registrable Securities included in
      the
      Demand Registration, subject to Section 2.1.4 and the provisions set forth
      in Section 3.1.1.  The Company shall not be obligated to effect more
      than (i) one (1) Demand Registration prior to the Second Release Date and
      (ii) not more than two (2) Demand Registrations after the Second
      Release Date under this Section 2.1.1 in respect of Registrable
      Securities.

     

    2.1.2.      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 (a) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (b) a Majority-In-Interest of the Demanding Holders thereafter
      elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      a Registration Statement that has been filed is counted as a Demand Registration
      or is terminated.

     

    
      
        
        

      

      
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    2.1.3.   Reduction
      of Offering. 
      Subject to the registration rights set forth in the Purchase Option, which
      rights in no way shall be limited by the Maximum Registration Amount to be
      included in the Registration Statement pursuant to this Section 2.1.3, if the
      Company chooses to engage in an underwritten public offering of a Demand
      Registration and 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; and (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.

     

    2.1.5.      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.  In such event, the Company need not
      seek effectiveness of such Registration Statement for the benefit of other
      Investors. If a 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 2.1.1.

    


    2.2          Piggy-Back
      Registration.

     

    2.2.1.      Piggy-Back
      Rights. 
      If at any time on or after the Second Release Date the Company proposes to
      file
      a Registration Statement under the Securities 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 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.

     

    
      
        
        

      

      
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    2.2.2.      Reduction
      of Offering. 
      Subject to the registration rights set forth in the Purchase Option, which
      rights in no way shall be limited by the Maximum Registration Amount to be
      included in the Registration Statement pursuant to this Section 2.2.2,
      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 2.2, 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 2.2 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.

     

    
      
        
        

      

      
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    (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 (including, without limitation, a “demand”
registration undertaken by the holders of the Purchase Option Securities
      pursuant to the Purchase Option Registration Rights), (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 2.2 and the
      Purchase Option Securities that the holders thereof desire to sell and that
      the
      Company is obligated to register pursuant to the Purchase Option Registration
      Rights (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 and the rights of the Purchase Option
      Securities holders pursuant to the Purchase Option Registration Rights
      (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.

     

    2.2.3.      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 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 by the holders of Registrable Securities in
      connection with such Piggy-Back Registration as provided in
      Section 3.3.

     

    2.3          Registrations
      on Form S-3. 
      Any one or more holders of Registrable Securities may at any time and from
      time
      to time after the Announcement Date, request in writing that the Company
      register the resale of any or all of such Registrable Securities on Form S-3
      or
      any similar short-form registration which may be available at such time
      (“Form
      S-3”);
      provided,
      however, that
      the
      Company shall not be obligated to effect such request through an underwritten
      offering.  Upon receipt of such written request, the Company will promptly
      give written notice of the proposed registration to all other holders of
      Registrable Securities (and, to the extent required by other written contractual
      piggy-back registration rights, other securityholders), and, as soon as
      practicable thereafter, effect the registration of all or such portion of such
      holder’s or holders’ Registrable Securities as are specified in such initial
      request, together with all or such portion of the Registrable Securities (or
      other securities) of any other holder or holders as are specified in a written
      request given to the Company within fifteen (15) days after receipt of written
      notice from the Company of the proposed registration; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.3: (a) if Form S-3 is not available for such offering; or
      (b) if the holders of the Registrable Securities, together with the holders
      of
      any other securities of the Company entitled to inclusion in such registration,
      propose to sell Registrable Securities and such other securities (if any) at
      any
      aggregate price to the public of less than $500,000. Registrations effected
      pursuant to this Section 2.3 shall not be counted as Demand Registrations
      effected pursuant to Section 2.1.

     

    
      
        
        

      

      
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    3.            REGISTRATION
      PROCEDURES.

     

    3.1          Filings;
      Information. 
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its reasonable best
      efforts to effect the registration and sale of such Registrable Securities
      in
      accordance with the intended method(s) of distribution thereof as expeditiously
      as practicable, and in connection with any such request:

     

    3.1.1.      Filing
      Registration Statement. 
      The Company shall, as expeditiously as possible and in any event within sixty
      (60) days after receipt of a request for a Demand Registration pursuant to
      Section 2.1, prepare and file with the Commission a Registration Statement
      on any form for which the Company then qualifies or which counsel for the
      Company shall deem appropriate and which form shall be available for the sale
      of
      all Registrable Securities to be registered thereunder in accordance with the
      intended method(s) of distribution thereof, and shall use its reasonable best
      efforts to cause such Registration Statement to become and remain effective
      for
      the period required by Section 3.1.3; provided,
      however,
      that
      the Company shall have the right to defer any Demand Registration for up to
      thirty (30) days, and
      any
      Piggy-Back Registration for such period as may be applicable to deferment of
      any
      demand registration to which such Piggy-Back Registration relates, in each
      case
      if the Company shall furnish to the holders a certificate signed by the Chief
      Executive Officer of the Company stating that, in the good faith judgment of
      the
      Board of Directors of the Company, it would materially and adversely affect
      the
      Company and its stockholders for such Registration Statement to be effected
      at
      such time; provided
      further, however,
      that
      the Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than once in any 365-day period in respect
      of
      a Demand Registration hereunder.

     

    3.1.2.      Copies;
      Opportunity to Review. 
      Prior to filing a Registration Statement or prospectus, or any amendment or
      supplement thereto, the Company shall furnish without charge to the holders
      of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such documents proposed to be filed (in each case including
      all exhibits thereto and documents incorporated by reference therein)
      sufficiently in advance of filing to provide such holders and legal counsel
      with
      a reasonable opportunity to review and comment on such documents (it being
      understood that five Business Days shall be deemed a reasonable opportunity);
      and the Company shall not file any Registration Statement or prospectus
      (including a preliminary prospectus) or amendment or supplement thereto
      (including exhibits and documents incorporated by reference) to which any such
      holder or their legal counsel shall reasonably object. In addition, the Company
      shall furnish each holder of Registrable Securities (and their legal counsel)
      with copies of all such aforementioned documents and such other documents as
      the
      holders of Registrable Securities (or their legal counsel) shall reasonably
      request in order to facilitate the disposition of the Registrable Securities
      owned by such holders. 

     

    3.1.3.      Amendments
      and Supplements. 
      The Company shall prepare and file with the Commission such amendments,
      including post-effective amendments, and supplements to such Registration
      Statement and the prospectus used in connection therewith as may be necessary
      to
      keep such Registration Statement effective and in compliance with the provisions
      of the Securities Act until all Registrable Securities and other securities
      covered by such Registration Statement have been disposed of in accordance
      with
      the intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    
      
        
        

      

      
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    3.1.4.      Notification. 
      After the filing of a Registration Statement, the Company shall promptly, and
      in
      no event more than two (2) business days after such filing, notify the holders
      of Registrable Securities included in such Registration Statement of such
      filing, and shall further notify such holders promptly and confirm such advice
      in writing in all events within two (2) business days of the occurrence of
      any
      of the following:  (a) when such Registration Statement becomes
      effective; (b) when any post-effective amendment to such Registration
      Statement becomes effective; (c) the issuance or threatened issuance by the
      Commission of any stop order (and the Company shall take all actions required
      to
      prevent the entry of such stop order or to remove it if entered); and
      (d) any request by the Commission for any amendment or supplement to such
      Registration Statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such Registration Statement, such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and, subject to Section 3.1.2 above, promptly
      make available to the holders of Registrable Securities included in such
      Registration Statement any such supplement or amendment.

     

    3.1.5.      State
      Securities Laws Compliance. 
      The Company shall use its reasonable best efforts to (a) register or
      qualify the Registrable Securities covered by the Registration Statement under
      such securities or “blue sky” laws of such jurisdictions in the United States as
      the holders of Registrable Securities included in such Registration Statement
      (in light of their intended plan of distribution) may request, and (b) take
      such action necessary to cause such Registrable Securities covered by the
      Registration Statement to be registered with or approved by such other
      Governmental Authorities as may be necessary by virtue of the business and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3.1.5 or subject itself to taxation in any such
      jurisdiction.

     

    3.1.6.      Agreements
      for Disposition. 
      The Company shall enter into customary agreements (including, if applicable,
      an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities.  The representations, warranties and covenants of
      the Company in any underwriting agreement which are made to or for the benefit
      of any Underwriters, to the extent applicable, shall also be made to and for
      the
      benefit of the holders of Registrable Securities included in such registration
      statement.  Holders of Registrable Securities shall make such
      representations and warranties and shall agree to such covenants and
      indemnification and contribution obligations for selling stockholders as are
      customarily contained in agreements of that type. Further, such holders shall
      cooperate fully in the preparation of the registration statement and other
      documents relating to any offering in which they include securities pursuant
      to
      Section 2 hereof. Each holder shall also furnish to the Company such information
      regarding itself, the Registrable Securities held by such holder and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

     

    3.1.7.      Cooperation. 
      The principal executive officer of the Company, the principal financial officer
      of the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, (a) the preparation of the Registration Statement
      with respect to such offering and all other offering materials and related
      documents, and (b) participation in meetings with Underwriters, attorneys,
      accountants and potential investors.

     

    3.1.8.      Records. 
      The Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information reasonably requested by any of them in connection with
      such Registration Statement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    3.1.9.      Opinions
      and Comfort Letters. 
      The Company shall furnish to each holder of Registrable Securities included
      in
      any Registration Statement a signed copy, addressed to such holder, of
      (i) any opinion of counsel to the Company delivered to any Underwriter, and
      (ii) any comfort letter from the Company’s independent public accountants
      delivered to any Underwriter.  In the event no legal opinion is delivered
      to any Underwriter, the Company shall furnish to each holder of Registrable
      Securities included in such Registration Statement, at any time that such holder
      elects to use a prospectus, an opinion of counsel to the Company to the effect
      that the Registration Statement containing such prospectus has been declared
      effective and that no stop order is in effect.

     

    3.1.10.    Earnings
      Statement. 
      The Company shall comply with all applicable rules and regulations of the
      Commission and the Securities Act, and make available to its stockholders,
      as
      soon as practicable, an earnings statement covering a period of twelve (12)
      months, beginning within three (3) months after the effective date of the
      registration statement, which earnings statement shall satisfy the provisions
      of
      Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    3.1.11.    Listing. 
      The Company shall use its reasonable best efforts to cause all Registrable
      Securities included in any registration to be listed on such exchanges or
      otherwise designated for trading in the same manner as similar securities issued
      by the Company are then listed or designated or, if no such similar securities
      are then listed or designated, in a manner satisfactory to the holders of 51%
      or
      more of the Registrable Securities included in such registration.

     

    3.2          Obligation
      to Suspend Distribution. 
      Upon receipt of any notice from the Company of the happening of any event of
      the
      kind described in Section 3.1.4(d), or, in the case of a resale
      registration on Form S-3 pursuant to Section 2.3 hereof, upon any
      suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such holder
      receives the supplemented or amended prospectus contemplated by
      Section 3.1.4(d) or the restriction on the ability of “insiders” to
      transact in the Company’s securities is removed, as applicable, and, if so
      directed by the Company, each such holder will deliver to the Company all
      copies, other than permanent file copies then in such holder’s possession, of
      the most recent prospectus covering such Registrable Securities at the time
      of
      receipt of such notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    3.3          Registration
      Expenses. 
      The Company shall bear all costs and expenses incurred in connection with any
      Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
      pursuant to Section 2.2, and any registration on Form S-3 effected pursuant
      to Section 2.3, and all expenses incurred in performing or complying with
      its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (a) all
      registration and filing fees; (b) fees and expenses of compliance with
      securities or “blue sky” laws (including fees and disbursements of counsel in
      connection with blue sky qualifications of the Registrable Securities);
      (d) printing expenses; (d) the Company’s internal expenses (including,
      without limitation, all salaries and expenses of its officers and employees);
      (e) the fees and expenses incurred in connection with the listing of the
      Registrable Securities as required by Section 3.1.11; (f) National
      Association of Securities Dealers, Inc. fees; (g) fees and disbursements of
      counsel for the Company and fees and expenses for independent certified public
      accountants retained by the Company (including the expenses or costs associated
      with the delivery of any opinions or comfort letters requested pursuant to
      Section 3.1.9); (h) the fees and expenses of any special experts
      retained by the Company in connection with such registration; and
      (i)  the fees and expenses of one legal counsel selected by the
      holders of 51% or more of the Registrable Securities included in such
      registration.  The Company shall have no obligation to pay any underwriting
      discounts or selling commissions attributable to the Registrable Securities
      being sold by the holders thereof, which underwriting discounts or selling
      commissions shall be borne solely by such holders.  Additionally, in an
      underwritten offering, all selling securityholders and the Company shall bear
      the expenses of the underwriter pro
      rata
      in
      proportion to the respective dollar amount of securities each is selling in
      such
      offering.

     

    3.4         
      Information. 
      The holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and
      in connection with the Company’s obligation to comply with federal and
      applicable state securities laws.

     

    3.5 Holder
      Obligations.
      No
      holder of Registrable Securities may participate in any underwritten offering
      pursuant to this Section 3 unless such holder (a) agrees to sell only such
      holder’s Registrable Securities on the basis reasonably provided in any
      underwriting agreement, and (b) completes, executes and delivers any and all
      questionnaires, powers of attorney, custody agreements, indemnities,
      underwriting agreements and other documents reasonably required by or under
      the
      terms of any underwriting agreement or as reasonably requested by the
      Company.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    4.            INDEMNIFICATION
      AND CONTRIBUTION.

     

    4.1         Indemnification
      by the Company. 
      The Company agrees to indemnify and hold harmless each Investor and each other
      holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder
      applicable to the Company and relating to action or inaction required of the
      Company in connection with any such registration; and the Company shall promptly
      reimburse the Investor Indemnified Party for any legal and any other expenses
      reasonably incurred by such Investor Indemnified Party in connection with
      investigating and defending any such expense, loss, judgment, claim, damage,
      liability or action; provided,
      however,
      that (a)
      the Company will not be liable in any such case to the extent that any such
      expense, loss, claim, damage or liability arises out of or is based upon any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      Investor Indemnified Party (or selling holder with whom the Investor Indemnified
      Party is affiliated) expressly for use therein; and (b) the foregoing indemnity
      shall not inure to the benefit of any holder (or benefit of any person
      controlling such holder) from whom the person asserting such expense, loss,
      claim, damage or liability purchased the Registrable Securities, if a copy
      of
      the Prospectus (as then amended or supplemented if the Company shall have
      furnished any amendments or supplements thereto) was not sent or given by or
      on
      behalf of such holder to such person, if required by law so to have been
      delivered at or prior to the written confirmation of the sale of the Registrable
      Securities to such person, and if the Prospectus (as so amended or supplemented)
      would have cured the defect giving rise to such expense, loss, claim, damage
      or
      liability, unless such failure is the result of noncompliance by the Company
      with Section 3.1.3 hereof.  The Company also shall indemnify any
      Underwriter of the Registrable Securities, their officers, employees,
      affiliates, directors, partners, members, attorneys and agents and each person
      who controls such Underwriter on substantially the same basis as that of the
      indemnification provided above in this Section 4.1.

     

    4.2          Indemnification
      by Holders of Registrable Securities. 
      Each selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers, and each
      underwriter (if any), and each other selling holder and each other person,
      if
      any, who controls the Company, such underwriter or other selling holder within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act, against any losses, claims, judgments, damages or liabilities, whether
      joint or several, insofar as such losses, claims, judgments, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or allegedly untrue statement of a material fact contained
      in
      any Registration Statement under which the sale of such Registrable Securities
      was registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained in the Registration Statement, or
      any
      amendment or supplement to the Registration Statement, or arise out of or are
      based upon any omission or the alleged omission to state a material fact
      required to be stated therein or necessary to make the statement therein not
      misleading, if the statement or omission was made in reliance upon and in
      conformity with information furnished in writing to the Company by such selling
      holder expressly for use therein, and shall reimburse the Company, its directors
      and officers, each underwriter (if any), each such other selling holder and
      each
      such controlling person for any legal or other expenses reasonably incurred
      by
      any of them in connection with investigation or defending any such loss, claim,
      damage, liability or action.  Each selling holder’s indemnification
      obligations hereunder shall be several and not joint and shall be limited to
      the
      amount of any net proceeds actually received by such selling holder in
      connection with the sale of the Registrable Securities by such selling holder
      pursuant to the Registration Statement containing such untrue statement or
      allegedly untrue statement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    4.3          Conduct
      of Indemnification Proceedings. 
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, promptly notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however,
      that
      the failure by the Indemnified Party to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party from any liability which the Indemnifying Party
      may have to such Indemnified Party hereunder, except and solely to the extent
      the Indemnifying Party is actually materially prejudiced by such failure. 
If the Indemnified Party is seeking indemnification with respect to any claim
      or
      action brought against the
      Indemnified Party, then the Indemnifying Party shall be entitled to participate
      in such claim or action, and, to the extent that it elects, jointly with all
      other Indemnifying Parties, to assume control of the defense thereof with
      counsel satisfactory to the Indemnified Party.  After notice from the
      Indemnifying Party to the Indemnified Party of its election to assume control
      of
      the defense of such claim or action, the Indemnifying Party shall not be liable
      to the Indemnified Party for any legal or other expenses subsequently incurred
      by the Indemnified Party in connection with the defense thereof other than
      reasonable costs of investigation;
      provided, however,
      that in
      any action in which both the Indemnified Party and the Indemnifying Party are
      named as defendants, the Indemnified Party shall have the right to employ
      separate counsel (but no more than one such separate counsel) to represent
      the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them.  No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, consent to entry of judgment or effect
      any settlement of any claim or pending or threatened proceeding in respect
      of
      which the Indemnified Party is or could have been a party and indemnity could
      have been sought hereunder by such Indemnified Party, unless such judgment
      or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding.

     

    4.4          Contribution.

     

    4.4.1.      If
      the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3
      is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    4.4.2.      The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by
      pro
      rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding
      Section 4.4.1.  The amount paid or payable by an Indemnified Party as
      a result of any loss, claim, damage, liability or action referred to in the
      immediately preceding paragraph shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses incurred by such
      Indemnified Party in connection with investigating or defending any such action
      or claim.  Notwithstanding the provisions of this Section 4.4, no
      holder of Registrable Securities shall be required to contribute any amount
      in
      excess of the dollar amount
      of the
      net proceeds (after payment of any underwriting fees, discounts, commissions
      or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation.  No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of
      the Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.

     

    5.            OTHER
      COVENANTS.

     

    5.1          Rule 144. 
      The Company covenants that it shall file any reports required to be filed by
      it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such
      Rules may be amended from time to time, or any similar Rule or regulation
      (but not Rule 144A) hereafter adopted by the Commission.

     

    6.            MISCELLANEOUS.

     

    6.1          Other
      Registration Rights. 
      Except with respect to the securities issued or issuable upon exercise of the
      Purchase Options to be issued to Lazard Capital Markets LLC (“Lazard”)
      and
      Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
      or
      their designees in connection with the Company’s initial public offering, the
      Company represents and warrants that no person, other than a holder of the
      Registrable Securities, currently has any right to require the Company to
      register any shares of the Company’s capital stock for sale or to include shares
      of the Company’s capital stock in any registration filed by the Company for the
      sale of shares of capital stock for its own account or for the account of any
      other person. The Company shall not grant to any other person any right to
      register his, her or its securities of the Company which are inconsistent with
      the rights granted hereunder.

     

    6.2          Assignment;
      No Third Party Beneficiaries. 
      This Agreement and the rights, duties and obligations of the Company hereunder
      may not be assigned or delegated by the Company in whole or in part.  This
      Agreement and the rights, duties and obligations of the holders of Registrable
      Securities hereunder may be freely assigned or delegated by such holder of
      Registrable Securities in conjunction with and to the extent of any transfer
      of
      Registrable Securities by any such holder in accordance with applicable
      law.  This Agreement and the provisions hereof shall be binding upon and
      shall inure to the benefit of each of the parties and their respective
      successors and the permitted assigns of the Investor or holder of Registrable
      Securities or of any assignee of the Investor or holder of Registrable
      Securities.  This Agreement is not intended to confer any rights or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Article 4 and this Section 6.2.

     

    
      
        
        

      

      
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    6.3          
      Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, sent by
      registered or certified mail, return receipt requested, or sent by reputable
      air
      courier service with charges prepaid, addressed as set forth below, or to such
      other address as such party shall have specified most recently by written notice
      provided in accordance with this Section 6.3.  Notice shall be deemed given
      on the date of service if served personally, on the third business day after
      registration or certification, if sent by registered or certified mail, or
      on
      the next business day following timely delivery of such notice to a reputable
      air courier service with an order for next-day delivery, if sent by such courier
      service.

     

    
      	 	
              To
                the Company:

            
	 	
               

            
	 	
              Apex
                Bioventures Acquisition Corporation

            
	 	
              18
                Farm Lane

            
	 	
              Hillsborough,
                California 94010

            
	 	
              Attention: 
                Chief Executive Officer

            
	 	
               

            
	 	
              with
                a copy to (which shall not constitute notice):

            
	 	
               

            
	 	
              Mintz,
                Levin, Cohn, Ferris, Glovsky & Popeo P.C.

            
	 	
              666
                Third Avenue, 25th
                Floor

            
	 	
              New
                York, NY 10017

            
	 	
              Attention:   Joel
                I. Papernik, Esq. and Jeffrey P. Schultz, Esq.

            
	 	 
	 	
              and

            
	 	 
	 	
              To
                an Investor, to the attention of the Investor at the address set
                forth
                opposite his, her or its respective name on the signature page
                hereto.

            
	 	
               

            


    

     

    6.4 Severability. 
      This Agreement shall be deemed severable, and the invalidity or unenforceability
      of any term or provision hereof shall not affect the validity or enforceability
      of this Agreement or of any other term or provision hereof.  Furthermore,
      in lieu of any such invalid or unenforceable term or provision, the parties
      hereto intend that there shall be added as a part of this Agreement a provision
      as similar in terms to such invalid or unenforceable provision as may be
      possible and be valid and enforceable.

     

    6.5 Counterparts;
      Facsimile Signatures. 
      This Agreement may be executed in multiple counterparts, each of which shall
      be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument. Facsimile signatures shall be deemed to be original signatures
      for all purposes of this Agreement. 

     

    6.6 Entire
      Agreement. 
      This Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.7 Modifications
      and Amendments. 
      No amendment, modification or termination of this Agreement shall be binding
      upon any party unless executed in writing by such party. Notwithstanding the
      foregoing, any and all parties must obtain the written consent of Lazard to
      amend or modify this Agreement.

     

    
      
        
        

      

      
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    6.8 Titles
      and Headings. 
      Titles and headings of sections of this Agreement are for convenience only
      and
      shall not affect the construction of any provision of this
      Agreement.

     

    6.9 Waivers
      and Extensions. 
      Any party to this Agreement may waive any right, breach or default which such
      party has the right to waive, provided
      that
      such
      waiver will not be effective against the waiving party unless it is in writing,
      is signed by such party, and specifically refers to this Agreement. 
Waivers may be made in advance or after the right waived has arisen or the
      breach or default waived has occurred.  Any waiver may be
      conditional.  No waiver of any breach of any agreement or provision herein
      contained shall be deemed a waiver of any preceding or succeeding breach thereof
      nor of any other agreement or provision herein contained.  No waiver or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    6.10 Remedies
      Cumulative. 
      In the event that the Company fails to observe or perform any covenant or
      agreement to be observed or performed under this Agreement, any Investor or
      any
      other holder of Registrable Securities may proceed to protect and enforce its
      rights by suit in equity or action at law, whether for specific performance
      of
      any term contained in this Agreement or for an injunction against the breach
      of
      any such term or in aid of the exercise of any power granted in this Agreement
      or to enforce any other legal or equitable right, or to take any one or more
      of
      such actions, without being required to post a bond.  None of the rights,
      powers or remedies conferred under this Agreement shall be mutually exclusive,
      and each such right, power or remedy shall be cumulative and in addition to
      any
      other right, power or remedy, whether conferred by this Agreement or now or
      hereafter available at law, in equity, by statute or otherwise.

     

    6.11 Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of Delaware applicable to agreements made
      and to be performed within the State of Delaware, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction. 

     

    6.12 Waiver
      of Trial by Jury. 
      Each party hereby irrevocably and unconditionally waives the right to a trial
      by
      jury in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of any Investor
      in the negotiation, administration, performance or enforcement
      hereof.

     

    (The
      remainder of this page intentionally left blank. Signature pages to
      follow.)

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


     

    COMPANY
      COUNTERPART SIGNATURE PAGE TO 

    REGISTRATION
      RIGHTS AGREEMENT

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Registration Rights Agreement
      to be duly executed and delivered as of the date first written
      above.

     

    
      	 	 	 
	 	APEX
              BIOVENTURES ACQUISITION CORPORATION, a
              Delaware corporation
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Darrell
              J. Elliott, Chief Executive Officer
	 	 




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INVESTOR
      COUNTERPART SIGNATURE PAGE TO 

    REGISTRATION
      RIGHTS AGREEMENT

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Registration Rights Agreement
      to be duly executed and delivered as of the date first written
      above.

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	 
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              K.
                MICHAEL FORREST

            
	
              Warrants

            	 	 	
              $
                

            	 	 
	
              Total

            	 	 	
              $
                

            	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	 
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              JOHN
                J. CHANDLER

            
	
              Warrants

            	 	 	
              $
                

            	 	 
	
              Total

            	 	 	
              $
                

            	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	 
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              NANCY
                T. CHANG

            
	
              Warrants

            	 	 	
              $
                

            	 	 
	
              Total

            	 	 	
              $
                

            	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	 
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              ROBERT
                J. EASTON

            
	
              Warrants

            	 	 	
              $
                

            	 	 
	
              Total..........

            	 	 	
              $
                

            	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INVESTOR
      COUNTERPART SIGNATURE PAGE TO 

    REGISTRATION
      RIGHTS AGREEMENT

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Registration Rights Agreement
      to be duly executed and delivered as of the date first written
      above.

    


    


    
      	 	
               

               

              Number

            	 	
               

              Total

              Price
                Paid

            	 	
              INVIVOS
                LIMITED PARTNERS

              By:
                Invivos Partners Ltd., its general partner

            
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              By:

            	 
	
              Warrants

            	 	 	
              $
                

            	 	 	
              Name:
                Darrell
                Elliott

            
	
              Total

            	 	 	
              $
                

            	 	 	
              Title:
                

            
	 	 	 	 	 	 
	 	 	 	 	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	
              TREASURE
                ROAD PARTNERS, LTD

            
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              By:

            	 
	
              Warrants

            	 	 	
              $
                

            	 	 	
              Name:
                Gary E. Frashier

            
	
              Total

            	 	 	
              $
                

            	 	 	
              Title:
                

            
	 	 	 	 	 	 
	 	 	 	 	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	 
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              ANTHONY
                J. SINSKEY

            
	
              Warrants

            	 	 	
              $
                

            	 	 
	
              Total

            	 	 	
              $
                

            	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    


    


    
      	 	
               

              Number

            	 	
              Total

              Price
                Paid

            	 	 
	
              Common
                Stock

            	 	 	
              $
                

            	 	
              ROBERT
                L. VAN NOSTRAND

            
	
              Warrants

            	 	 	
              $
                

            	 	 
	
              Total

            	 	 	
              $
                

            	 	
              Address
                for Notice Purposes:

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    
      
        


        
          	 	
                   

                  Number

                	 	
                  Total

                  Price
                    Paid

                	 	
                  
                    RIX
                      CLINICAL LABORATORIES
                      LTD.

                  

                
	
                  Common
                    Stock

                	 	 	
                  $
                    

                	 	
                  By:

                	 
	
                  Warrants

                	 	 	
                  $
                    

                	 	 	
                  Name:
                    

                
	
                  Total

                	 	 	
                  $
                    

                	 	 	
                  Title:
                    

                
	 	 	 	 	 	 
	 	 	 	 	 	
                  Address
                    for Notice Purposes: