WARRANT
      AGREEMENT

     

    This
      Warrant Agreement made as of _____________, 2007, between Apex Bioventures
      Acquisition Corporation, a Delaware corporation, with offices at 18 Farm Lane,
      Hillsborough, California 94010 (the “Company”),
      and
      Continental Stock Transfer & Trust Company, a New York corporation, with
      offices at 17 Battery Place, New York, New York 10004 (the “Warrant
      Agent”).

     

    WHEREAS,
      the Company is engaged in a public offering (the “Public
      Offering”)
      of
      units (the “Units”)
      and, in
      connection therewith, has determined to issue and deliver up to 8,625,000
      warrants (the “Public
      Warrants”)
      to the
      public investors, each of such Public Warrants evidencing the right of the
      holder thereof to purchase one share of common stock, par value $.0001 per
      share, of the Company (the “Common
      Stock”)
      for
      $6.00 per share, subject to adjustments as described herein; 

     

    WHEREAS,
      the Company has filed, with the Securities and Exchange Commission, a
      registration statement, No. 333-135755, on Form S-1, as amended (the
“Registration
      Statement”),
      for
      the registration, under the Securities Act of 1933, as amended (the “Act”),
      of,
      among other securities, the Public Warrants and the Common Stock issuable upon
      exercise of the Public Warrants;

     

    WHEREAS,
      the Company has determined to issue and deliver, as part of an Underwriter’s
      purchase option, up to 450,000 warrants (the “Underwriters’
      Warrants”)
      to
      Lazard Capital Markets LLC and Ladenburg Thalmann & Co. Inc. (together, the
“Underwriters”)
      or
      their designees, which warrants will be identical to the Public Warrants;


     

    WHEREAS,
      the Company is issuing 1,800,000 warrants in a private placement immediately
      prior to the Public Offering, which warrants (the “Private
      Warrants”
and,
      with the Public Warrants and the Underwriter’s Warrants, the “Warrant(s)”)
      will
      be identical to the Public Warrants and Underwriters’ Warrants, subject to
      certain exceptions, as set forth in the Registration Statement or
      herein;

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights and immunities of the Company, the Warrant Agent and the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the legally valid and binding
      obligations of the Company, and to authorize the execution and delivery of
      this
      Warrant Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    1.  Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent
      for the
      Company for the Warrants, and the Warrant Agent hereby accepts such appointment
      and agrees to perform the same in accordance with the terms and conditions
      set
      forth in this Agreement.

     

    2.  Warrants.

     

    2.1  Form
      of Warrant. Each Public Warrant, Private Warrant and Underwriters’ Warrants
      shall be (a) issued in registered form only, (b) in substantially the forms
      of
Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto,
      respectively, the provisions of which are incorporated herein, (c) signed by,
      or
      bear the facsimile signature of, the Chairman of the Board or, the Chief
      Executive Officer or the President, and the Treasurer, Secretary or Assistant
      Secretary of the Company, and (d) shall bear a facsimile of the Company’s seal.
      In the event the person whose facsimile signature has been placed upon any
      Warrant shall have ceased to serve in the capacity in which such person signed
      the Warrant before such Warrant is issued, it may be issued with the same effect
      as if he or she had not ceased to be such at the date of issuance.

     

    2.2  Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3  Registration.

     

    2.3.1  Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant
      Register”),
      for
      the registration of the original issuance and transfers of the Warrants. Upon
      the initial issuance of the Warrants, the Warrant Agent shall issue and register
      the Warrants in the names of the respective holders thereof in such
      denominations and otherwise in accordance with instructions delivered to the
      Warrant Agent by the Company.

     

    2.3.2  Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered
      holder”),
      as the
      absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the warrant
      certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    2.4  Detachability
      of Warrants.
      The
      securities comprising the Units will not be separately transferable until after
      the earlier to occur of the expiration or termination of the underwriter’s
      over-allotment option (the “Detachment
      Date”),
      but in
      no event will separate trading of the securities comprising the Units begin
      until the Company files a Current Report on Form 8-K which includes an audited
      balance sheet reflecting the receipt by the Company of the gross proceeds of
      the
      Public Offering, including the proceeds received by the Company from the
      exercise of the Underwriters’ over-allotment option, if the over-allotment
      option is exercised prior to the filing of the Form 8-K.

     

    3.  Terms
      and Exercise of Warrants.

     

    3.1  Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $6.00 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant
      Price”
as
      used
      in this Warrant Agreement refers to the price per share at which Common Stock
      may be purchased at the time a Warrant is exercised. The Company, in its sole
      discretion, may lower the Warrant Price at any time prior to the Expiration
      Date
      (as defined below); provided, that any such reduction shall be identical in
      percentage terms among all of the Warrants, except that any amendment to the
      terms of the Underwriter’s Warrants shall be subject to any limitations and
      conditions that may be imposed by NASD Corporate Financing Rule 2710.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2  Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise
      Period”)
      commencing on the later of (a) the consummation by the Company of a merger,
      capital stock exchange, asset acquisition, stock purchase or other similar
      business combination, as described more fully in the Company’s Registration
      Statement (“Business
      Combination”),
      or
      (b) [one
      year from the date of the prospectus] 2008,
      and
      terminating at 5:00 p.m., New York City time, on the earlier to occur of (i)
      [four
      years from the date of the prospectus],
      2011,
      or (ii) the date fixed for redemption of the Warrants as provided in
      Section 6 of this Agreement (“Expiration
      Date”).
      Except with respect to the right to receive the Redemption Price (as set forth
      in Section 6 hereunder), each Warrant not exercised on or before the
      Expiration Date shall become void, and all rights thereunder and all rights
      in
      respect thereof under this Agreement shall cease at the close of business on
      the
      Expiration Date. The Company may extend the duration of the Warrants by delaying
      the Expiration Date.

     

    3.3  Exercise
      of Warrants.

     

    3.3.1  Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full, in lawful money of the United States, in cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company), the Warrant Price for each full share
      of
      Common Stock as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Common Stock, and the issuance of the Common Stock; provided,
      however, that the holder of a Private Warrant may, in lieu of payment of the
      Exercise Price, surrender its Private Warrant for that number of shares of
      Common Stock equal to the quotient obtained by dividing (x) the product of
      (1)
      the number of shares of Common Stock underlying the surrendered Private Warrant
      and (2) the difference between the Fair Market Value (defined below) and the
      Exercise Price, by (y) the Fair Market Value. The “Fair
      Market Value” shall
      mean (i) if the Common Stock is 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 share of Common
      Stock for the thirty (30) trading days immediately preceding the date of
      determination of the Fair Market Value in the principal trading market for
      the
      Common Stock as reported by the exchange or the quotation system, as the case
      may be; (ii) if the Common Stock is not listed on a national securities exchange
      or quoted on the 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 share of Common Stock 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 Common Stock 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.

     

    3.3.2  Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price or upon surrender of the Private Warrant (or
      portion thereof) as set forth in Section 3.3.1(b), the Company shall issue
      to
      the registered holder of such Warrant a certificate or certificates representing
      the number of full shares of Common Stock to which he, she or it is entitled,
      registered in such name or names as may be directed by him, her or it, and,
      if
      such Warrant shall not have been exercised or surrendered in full, a new
      countersigned Warrant for the number of shares as to which such Warrant shall
      not have been exercised or surrendered. Notwithstanding the foregoing, the
      Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Warrant unless (a) a registration statement under the Act with
      respect to the Common Stock issuable upon exercise of such Warrants is effective
      and a current prospectus relating to the shares of Common Stock issuable upon
      exercise of the Warrants is available for delivery to the Warrant holders or
      (b)
      in the opinion of counsel to the Company, the exercise of the Warrants is exempt
      from the registration requirements of the Act and such securities are qualified
      for sale or exempt from qualification under applicable securities laws of the
      states or other jurisdictions in which the registered holder resides. Warrants
      may not be exercised by, or securities issued to, any registered holder in
      any
      state in which such exercise or issuance would be unlawful. In the event a
      registration statement under the Act with respect to the Common Stock underlying
      the Warrants is not effective or a prospectus is not available, or because
      such
      exercise would be unlawful with respect to a registered holder in any state,
      the
      registered holder shall not be entitled to exercise such Warrants and such
      Warrants may have no value and expire worthless. In no event will the Company be
      obligated to pay such registered holder any cash consideration upon exercise
      (unless pursuant to Section 4.5) or otherwise “net cash settle” the Warrant.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3.3  Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise or surrender of a Warrant
      in conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4  Date
      of Issuance.
      Each
      person or entity in whose name any such certificate for shares of Common Stock
      is issued shall, for all purposes, be deemed to have become the holder of record
      of such shares on the date on which the Warrant was surrendered and payment
      of
      the Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    4.  Adjustments.

     

    4.1  Stock
      Dividends - Split-Ups.
      If,
      after the date hereof, and subject to the provisions of Section 4.6 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 of such stock
      dividend, split-up or similar event, the number of shares of Common Stock
      issuable on exercise of each Warrant shall be increased in proportion to such
      increase in outstanding shares of Common Stock.

     

    4.2  Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the
      number of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3  Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the
      Warrant Price shall be adjusted (to the nearest cent) by multiplying such
      Warrant Price, immediately prior to such adjustment, by a fraction, (a) the
      numerator of which shall be the number of shares of Common Stock purchasable
      upon the exercise of the Warrants immediately prior to such adjustment, and
      (b)
      the denominator of which shall be the number of shares of Common Stock so
      purchasable immediately thereafter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4  Extraordinary
      Dividends.
      If the
      Company, at any time during the Exercise Period, 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 4.1, 4.2 or 4.5, (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
      the Warrant Price shall be decreased, effective immediately after the effective
      date of such Extraordinary Dividend, by the amount of cash and/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.

     

    4.5  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 Sections 4.1 or 4.2 hereof or one
      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 assets or other
      property of the Company as an entirety or substantially as an entirety, in
      connection with which the Company is dissolved, the Warrant holders shall
      thereafter have the right to purchase and receive, upon the basis and upon
      the
      terms and conditions specified in the Warrants and in lieu of the shares of
      Common Stock of the Company immediately theretofore purchasable and receivable
      upon the exercise of the rights represented thereby, 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, that the Warrant holder would
      have received if such Warrant holder had exercised his, her or its Warrant(s)
      immediately prior to such event; and if any reclassification also results in
      a
      change in shares of Common Stock covered by Sections 4.1 or 4.2, then such
      adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
      Section 4.5. The provisions of this Section 4.5 shall similarly apply
      to successive reclassifications, reorganizations, mergers or consolidations,
      sales or other transfers.

     

    4.6  Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3, 4.4 or 4.5 the Company shall give written notice to each Warrant
      holder, at the last address set forth for such holder in the Warrant Register,
      of the record date or the effective date of the event. Failure to give such
      notice, or any defect therein, shall not affect the legality or validity of
      such
      event.

     

    4.7  No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to receive a fractional interest in a share, the Company shall, upon such
      exercise, round up to the nearest whole number the number of the shares of
      Common Stock to be issued to the Warrant holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.8  Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same
      Warrant Price and the same number of shares as is stated in the Warrants
      initially issued pursuant to this Agreement. However, the Company may, at any
      time, in its sole discretion, make any change in the form of Warrant that the
      Company may deem appropriate and that does not affect the substance thereof,
      and
      any Warrant thereafter issued or countersigned, whether in exchange or
      substitution for an outstanding Warrant or otherwise, may be in the form as
      so
      changed.

     

    5.  Transfer
      and Exchange of Warrants.

     

    5.1  Transfer
      of Warrants.
      Prior
      to the Detachment Date, the Public Warrants may be transferred or exchanged
      only
      together with the Unit in which such Warrant is included, and only for the
      purpose of effecting, or in conjunction with, a transfer or exchange of such
      Unit. Furthermore, each transfer of a Public Unit on the register relating
      to
      such Units shall operate also to transfer the Warrants included in such Unit.
      From and after the Detachment Date this Section 5.1 will have no further force
      and effect.

     

    5.2  Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant into the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon the
      Company’s request.

     

    5.3  Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and, thereupon, the Warrant Agent shall issue
      in exchange therefor one or more new Warrants as requested by the registered
      holder of the Warrants so surrendered, representing an equal aggregate number
      of
      Warrants; provided, however, that, in the event a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and shall issue new Warrants in exchange therefor until the Warrant
      Agent has received an opinion of counsel for the Company stating that such
      transfer may be made and indicating whether the new Warrants must also bear
      a
      restrictive legend.

     

    5.4  Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.5  Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.6  Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    5.7  Private
      Warrants.
      Notwithstanding anything herein to the contrary, the Warrant Agent shall not
      register for transfer any Private Warrants until after the date that is six
      (6)
      months following the consummation of the Company’s initial business combination,
      except for (a) transfers of Private Warrants resulting from the death of
      any of the holders thereof, (b) transfers by operation of law, (c) any
      transfer for estate planning purposes to persons immediately related to the
      transferor by blood, marriage or adoption, or (d) transfers to any trust solely
      for the benefit of such transferor and/or the persons described in the preceding
      clause, on condition that prior to such registration for transfer, the Warrant
      Agent shall be presented with written documentation pursuant to which each
      permitted transferee or the trustee or legal guardian for each permitted
      transferee agrees to be bound by the terms of this Warrant
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Redemption.

     

    6.1  Redemption.
      Subject
      to Section 6.4 hereof and the penultimate and final sentences of this
      Section 6.1, not less than all of the outstanding Warrants may be redeemed,
      at
      the option of the Company, at any time after they become exercisable and prior
      to their expiration, at the office of the Warrant Agent, upon the notice
      referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption
      Price”),
      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. No Private Warrants shall
      be
      redeemable so long as such Private Warrant is held in the name of the original
      person or entity to which the Company issued such Private Warrant.
      Notwithstanding anything to the contrary contained herein, the Company shall
      not
      call the Warrants for redemption unless there is an effective registration
      statement under the Act relating to the shares of Common Stock issuable upon
      exercise of the Warrants and a prospectus is available.

     

    6.2  Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, 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 Warrants to be
      redeemed at their last addresses as they shall appear on the Warrant Register.
      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.

     

    6.3  Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Warrant
      Agreement at any time after notice of redemption shall have been given by the
      Company pursuant to Section 6.2 hereof and prior to the time and date fixed
      for redemption. On and after the redemption date, the record holder of the
      Warrants shall have no further rights except to receive, upon surrender of
      the
      Warrants, the Redemption Price.

     

    6.4  Outstanding
      Warrants Only.
      The
      Company understands that the redemption rights provided for by this
      Section 6 apply only to outstanding Warrants. To the extent a person holds
      rights to purchase Warrants, such purchase rights shall not be extinguished
      by
      redemption. However, once such purchase rights are exercised, the Company may
      redeem the Warrants issued upon such exercise, provided that the criteria for
      redemption is met.

     

    6.5  Exclusion
      of Private Warrants.
      Notwithstanding anything in this Warrant Agreement to the contrary, the Private
      Warrants shall not be subject to redemption.

     

    7.  Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1  No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2  Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
      Agent may, on such terms as to indemnity or otherwise as they may in their
      discretion impose (which terms shall, in the case of a mutilated Warrant,
      include the surrender thereof), issue a new Warrant of like denomination, tenor
      and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new
      Warrant shall constitute a substitute contractual obligation of the Company,
      whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
      be at any time enforceable by anyone.

     

    7.3  Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this Warrant
      Agreement.

     

    7.4  Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      use its best efforts to prepare and file with the Securities and Exchange
      Commission a post-effective amendment to the Registration Statement, or a new
      registration statement, for the registration under the Act of the Common Stock
      issuable upon exercise of the Warrants, and it shall take such action as is
      necessary to qualify for sale, in those states in which the Warrants were
      initially offered by the Company, the Common Stock issuable upon exercise of
      the
      Warrants. In either case, the Company will use its best efforts to cause the
      same to become effective on or prior to the commencement of the Exercise Period
      and to maintain the effectiveness of such registration statement and ensure
      that
      a prospectus is available for delivery to the Warrant holders until the
      expiration of the Warrants in accordance with the provisions of this Warrant
      Agreement. In addition, the Company agrees to use its reasonable efforts to
      register such securities under the blue sky laws of the states of residence
      of
      exercising warrant 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 registered holder of a Warrant be entitled to receive a net-cash settlement
      in lieu of physical settlement in shares of Common Stock, regardless of whether
      the Company complies with this Section 7.4. 

     

    7.5  Limitation
      on Monetary Damages.
      In no
      event shall the registered holder of a Warrant be entitled to receive monetary
      damages for failure to settle any Warrant exercise if the Common Stock issuable
      upon exercise of the Warrants has not been registered with the Securities and
      Exchange Commission pursuant to an effective registration statement or if a
      current prospectus is not available for delivery by the Warrant Agent, provided
      the Company has fulfilled its obligations under Section 7.4 to use its best
      efforts to effect such registration and ensure a current prospectus is
      available.

     

    8.  Concerning
      the Warrant Agent and Other Matters.

     

    8.1  Payment
      of Taxes.
      The
      Company will, from time to time, promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    8.2  Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1  Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint, in writing, a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his, her or its Warrant for inspection by the Company),
      then
      the holder of any Warrant may apply to the Supreme Court of the State of New
      York for the County of New York for the appointment of a successor Warrant
      Agent. Any successor Warrant Agent, whether appointed by the Company or by
      such
      court, shall be a corporation organized and existing under the laws of the
      State
      of New York, in good standing and have its principal office in the Borough
      of
      Manhattan, City and State of New York, and be authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authorities. After appointment, any successor Warrant Agent
      shall be vested with all the authority, powers, rights, immunities, duties
      and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but, if
      for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and, upon request of any
      successor Warrant Agent, the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties and obligations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.2.2  Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3  Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Warrant Agreement without any further act on the part of the Company
      or the Warrant Agent.

     

    8.3  Fees
      and Expenses of Warrant Agent.

     

    8.3.1  Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as Warrant Agent hereunder as set forth on Exhibit
      B
      hereto
      and will reimburse the Warrant Agent upon demand for all expenditures that
      the
      Warrant Agent may reasonably incur in the execution of its duties
      hereunder.

     

    8.3.2  Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge and deliver, or cause to be
      performed, executed, acknowledged and delivered, all such further and other
      acts, instruments and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this Warrant
      Agreement.

     

    8.4  Liability
      of Warrant Agent.

     

    8.4.1  Reliance
      on Company Statement.
      Whenever, in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer, Chief
      Financial Officer or Chairman of the Board of the Company and delivered to
      the
      Warrant Agent. The Warrant Agent may rely upon such statement for any action
      taken or suffered in good faith by it pursuant to the provisions of this Warrant
      Agreement.

     

    8.4.2  Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Warrant Agreement, except as a result of the Warrant
      Agent’s negligence, willful misconduct or bad faith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.4.3  Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Warrant Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Warrant
      Agreement or in any Warrant; nor shall it be responsible to make any adjustments
      required under the provisions of Section 4 hereof or responsible for the
      manner, method or amount of any such adjustment or the ascertaining of the
      existence of facts that would require any such adjustment; nor shall it, by
      any
      act hereunder, be deemed to make any representation or warranty as to the
      authorization or reservation of any shares of Common Stock to be issued pursuant
      to this Warrant Agreement or any Warrant or as to whether any shares of Common
      Stock will when issued be valid and fully paid and nonassessable.

     

    8.5  Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Warrant Agreement
      and agrees to perform the same upon the terms and conditions herein set forth
      and, among other things, shall account promptly to the Company with respect
      to
      Warrants exercised and concurrently account for, and pay to the Company, all
      moneys received by the Warrant Agent for the purchase of shares of the Company’s
      Common Stock through the exercise of Warrants.

     

    8.6  Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”) in
      or to any distribution of the Trust Account (as defined in that certain
      Investment Management Trust Agreement, dated as of the date hereof, by and
      between the Company and the Warrant Agent as trustee thereunder), and hereby
      agrees not to seek recourse, reimbursement, payment or satisfaction for any
      Claim against the Trust Account for any reason whatsoever.

     

    9.  Miscellaneous
      Provisions.

     

    9.1  Successors.
      All the
      covenants and provisions of this Warrant Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    9.2  Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be delivered by hand or sent by registered or certified mail or overnight
      courier service, addressed (until another address is filed in writing by the
      Company with the Warrant Agent) as follows:

     

    Apex
      Bioventures Acquisition Corporation

    18
      Farm
      Lane

    Hillsborough,
      California 94010

    Attn:
      Chief Executive Officer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the holder of any Warrant or by the Company to or on the Warrant Agent
      shall be delivered by hand or sent by registered or certified mail or overnight
      courier service, addressed (until another address is filed in writing by the
      Warrant Agent with the Company), as follows:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Compliance Department

     

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

     

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

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attn:
      Joel I. Papernik, Esq.

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York,
      New York 10112

    Attn:
      General Counsel

    


    Ladenburg
      & Thalmann Co. Inc. 

    153
      East
      53rd
      Street,
      49th
      Floor

    New
      York,
      New York 10022

    Attn:
      General Counsel 

    


    Any
      notice, sent pursuant to this Warrant Agreement shall be effective, if delivered
      by hand, upon receipt thereof by the party to whom it is addressed, if sent
      by
      overnight courier, on the next business day of the delivery to the courier,
      and
      if sent by registered or certified mail on the third day after registration
      or
      certification thereof. 

     

    9.3  Applicable
      Law.
      The
      validity, interpretation, and performance of this Warrant Agreement and of
      the
      Warrants shall be governed in all respects by 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 Warrant Agreement shall be brought and enforced in the courts of the State
      of New York or the United States District Court 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 such
      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 9.2 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

     

    9.4  Persons
      Having Rights under this Warrant Agreement.
      Nothing
      in this Warrant Agreement expressed and nothing that may be implied from any
      of
      the provisions hereof is intended, or shall be construed, to confer upon, or
      give to, any person or corporation other than the parties hereto and the
      registered holders of the Warrants and, for the purposes of Sections 6.1, 6.4,
      7.4, 9.2 and 9.8 hereof, the Underwriters, any right, remedy, or claim under
      or
      by reason of this Warrant Agreement or of any covenant, condition, stipulation,
      promise, or agreement hereof. Each Underwriter shall be deemed to be a
      third-party beneficiary of this Agreement with respect to Sections 6.1, 6.4,
      7.4, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises,
      and
      agreements contained in this Agreement shall be for the sole and exclusive
      benefit of the parties hereto (and the Underwriters with respect to the Sections
      6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and assigns and of
      the
      registered holders of the Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.5  Examination
      of the Warrant Agreement.
      A copy
      of this Warrant Agreement shall be available at all reasonable times at the
      office of the Warrant Agent in the Borough of Manhattan, City and State of
      New
      York, for inspection by the registered holder of any Warrant. The Warrant Agent
      may require any such holder to submit his, her or its Warrant for
      inspection.

     

    9.6  Counterparts;
      Facsimile Signatures.
      This
      Warrant Agreement may be executed in any number of counterparts, and each of
      such counterparts shall, for all purposes, be deemed to be an original, and
      all
      such counterparts shall together constitute one and the same instrument.
      Facsimile signatures shall constitute original signatures for all purposes
      of
      this Warrant Agreement.

     

    9.7  Effect
      of Headings.
      The
      section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

     

    9.8  Amendments.

     

    9.8.1  This
      Agreement and any Warrant certificate may be amended by the parties hereto
      by
      executing a supplemental warrant agreement (a “Supplemental Agreement”), without
      the consent of any of the Warrant holders, for the purpose of (i) curing
      any ambiguity, or curing, correcting or supplementing any defective provision
      contained herein, or making any other provisions with respect to matters or
      questions arising under this agreement that is not inconsistent with the
      provisions of this agreement or the Warrant certificates, (ii) evidencing
      the succession of another corporation to the Company and the assumption by
      any
      such successor of the covenants of the Company contained in this agreement
      and
      the Warrants, (iii) evidencing and providing for the acceptance of
      appointment by a successor Warrant Agent with respect to the Warrants,
      (iv) adding to the covenants of the Company for the benefit of the Holders
      or surrendering any right or power conferred upon the Company under this
      Agreement, or (viii) amending this agreement and the Warrants in any manner
      that the Company may deem to be necessary or desirable and that will not
      adversely affect the interests of the Warrant holders in any material
      respect.

     

    9.8.2  The
      Company and the Warrant Agent may amend this Warrant Agreement and the Warrants
      by executing a Supplemental Agreement with the consent of the Holders of not
      fewer than a majority of the unexercised Warrants affected by such amendment,
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders under this Warrant Agreement; provided,
      however,
      that,
      without the consent of each of the Warrant holders affected thereby, no such
      amendment may be made that (i) changes the Warrants so as to reduce the
      number of Shares purchasable upon exercise of the Warrants or so as to increase
      the Exercise Price (other than as provided by Section 4),
      (ii) shortens the period of time during which the Warrants may be
      exercised, (iii) otherwise adversely affects the exercise rights of the
      Holders in any material respect, or (iv) reduces the number of unexercised
      Warrants the holders of which must consent for amendment of this agreement
      or
      the Warrants. Notwithstanding anything contained herein to the contrary, Section
      9 may be amended only by the parties hereto with the consent of the
      Underwriters. 

     

    9.8.3  The
      parties hereto acknowledge that each Underwriters shall be an intended third
      party beneficiary of this Section 9.8.

     

    9.9  Severability.
      This
      Warrant 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 Warrant 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
      Warrant Agreement a provision as similar in terms to such invalid or
      unenforceable provision as may be possible and be valid and
      enforceable.

     

    (Remainder
      of page intentionally left blank. Signature page immediately
      follows.)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
      hereto as of the day and year first above written.

     

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


    

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

                &
                TRUST COMPANY

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Steven
              Nelson, Chairman 
	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-1

     

    Form
      of Public Warrant

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    Form
      of Private Warrant

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    Form
      of Underwriters’ Warrant

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

    Warrant
      Agent Fees