APEX
      BIOVENTURES
      ACQUISITION
      CORPORATION

    18
FARM
      LANE

    HILLSBOROUGH,
      CA
      94010

    


    ____________,
      2007

     

    To
      Each of the Initial Stockholders

    Listed
      on the Signature Page Hereto

    


    RE:
      SHARE
      FORFEITURE AGREEMENT

     

    Ladies
      and Gentlemen:

     

    This
      letter agreement (this “Agreement”)
      is
      being delivered to you in connection with the Registration Statement on Form
      S-1
      (File No. 333-135755) (as it may be amended and supplemented from time to time,
      the “Registration Statement”) initially filed by the undersigned, APEX
      Bioventures Acquisition Corporation, a Delaware corporation (the “Company”),
      with
      the Securities and Exchange Commission (the “SEC”)
      on
      July 12, 2006, relating to an initial public offering (the “IPO”)
      of the
      Company’s units (the “Units”).
      Each
      Unit is comprised of one share of the Company’s common stock, par value $0.0001
      per share (the “Common Stock”), and one warrant exercisable for one share of
      Common Stock (each, a “Warrant”)
      to be
      underwritten by Lazard Capital Markets LLC and Ladenburg Thalmann & Co.
      Inc. (the “Underwriters”).

     

    The
      stockholders of the Company listed as “Initial
      Stockholders”
on
      the
      signature page hereto (the “Initial
      Stockholders”)
      purchased an aggregate of 1,875,000 shares of Common Stock at an aggregate
      purchase price of $25,000 (the “Purchased Shares”), including an
      aggregate of 281,250 shares of Common Stock (such Common Stock is referred
      to
      herein as the “Forfeitable
      Shares”;
      the Forfeitable Shares and the Purchased Shares are referred to
      collectively herein as the “Insider Shares”). The number
      of Forfeitable Shares held by each Initial Stockholder as of the date
      hereof is set forth opposite such Initial Stockholder’s name on Schedule I
      hereto.

     

    In
      order
      to ensure that the Insider Shares collectively owned by the Initial Stockholders
      constitute no more or no less than twenty percent (20%) of the Company’s
      outstanding Common Stock immediately after the date on which the
      Underwriter’s
      option (“Over-Allotment option”) to purchase up to 1,125,000
      Units to
      cover
      any over-allotments has been exercised in full or all or any portion thereof
      has
      expired or been terminated, the
      parties hereto agree that some
      or
      all of the Forfeitable Shares shall be forfeited in accordance with
      the terms, and subject to the conditions, set forth below.

     

    1.  Share
      Forfeiture.

     

    In
      the event that the Underwriters purchase less than
      all
      of the Option Units
      that are
      subject to the Over-Allotment Option, then, effective as of the Business Day
      immediately following the date of the expiration or termination (other than
      by exercise in full by the Underwriters) of all or any portion of the
      Over-Allotment Option in accordance with the terms thereof (“Expiration
      Date”),
      such
      number of Forfeitable Shares as is determined below will automatically, and
      without further action by any party, be forfeited (such shares, the
“Forfeited Shares”). The
      total
      number of Forfeited Shares shall be equal to 281,250 minus 25% of the
      number of Option Units purchased by the Underwriters pursuant to the
      Over-Allotment Option, or:

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    Forfeited Shares
      = 281,250 - (Option Units purchased x 25%)

     

    The
      portion of the total number of Forfeited Shares each Initial Stockholder
      shall forfeit shall be proportionate to their respective ownership
      percentage of Forfeited Shares. All calculations resulting in fractional
      shares shall be rounded up to the next whole share.

     

    2.  Escrow;
      Settlement.
      By the
      Effective Date, each Initial Stockholder shall deposit the certificates
      representing their respective Forfeitable Shares, together with a stock
      power duly endorsed in blank and medallion guaranteed for up to the number
      of
      shares set forth opposite such Initial Stockholders name on Schedule I hereto,
      with the Escrow Agent pursuant to the
      Stock
      Escrow Agreement relating to the IPO, by and among the Company, the Escrow
      Agent and each of the undersigned (the “Stock
      Escrow Agreement”).
      If any Forfeitable Shares are forfeited, the Forfeited Shares shall
      be cancelled on the books of the Company and the certificates
      representing the same released to the Company from escrow pursuant to the
      Stock Escrow Agreement.

     

    3.  Miscellaneous.

     

    A.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware.

     

    B.  Successors
      and Assigns.
      This
      Agreement shall be binding on each of the undersigned and its successors and
      assigns.

     

    C.  Amendments.
      This
      Agreement may only be amended by a written instrument executed by each of the
      parties hereto.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    E.  Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto. Facsimile signatures shall be deemed originals for all purposes
      hereunder.

     

    F.   Third
      Party
      Beneficiaries. The Underwriters shall be third party beneficiaries of
      this Agreement and this Agreement may not be modified or changed without the
      prior written consent of Lazard Capital Markets LLC.

     

    [REMAINDER
      OF THIS PAGE LEFT INTENTIONALLY BLANK..]


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    If
      the
      foregoing correctly sets forth our agreement, please sign the enclosed copy
      of
      this Agreement in the space provided below and return it to us.

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

              
                APEX
                  BIOVENTURES ACQUISITION

                CORPORATION

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
               

              Name:

              Title:

            	
              

            


    

     

    Accepted
      and Agreed by each of the undersigned

    Initial
      Stockholders of the Company as of the date

    first
      set forth above:


    


    FOR
      INDIVIDUALS:


     

     

      
        

      

    

    Print
      Name of Individual


     

     

      
        

      

    

    Signature

    


    FOR
      ENTITIES:

     

     

      
        

      

    

    Print
      Name of Entity

     

     

      
        

      

    

    Signature
      of Authorized Signatory

     

    
       

        
          

        

      

    

    Print
      Name and Title of Authorized Signatory


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      I

    


    
      	
              Initial
                Stockholder

            	 	
              #
                of Forfeitable Shares

            	 	
              Percentage
                of Total # of Forfeitable Shares

            	 
	
              John
                J. Chandler

            	 	 	
              16,476

            	 	 	
              5.86

            	
              %

            
	
              Nancy
                T. Chang

            	 	 	
              23,994

            	 	 	
              8.53

            	
              %

            
	
              Robert
                J. Easton

            	 	 	
              51,823

            	 	 	
              18.43

            	
              %

            
	
              K.
                Michael Forrest

            	 	 	
              61,670

            	 	 	 21.93	% 
	
              Invivos
                Limited Partners

            	 	 	
              35,068

            	 	 	
              12.47

            	
              %

            
	
              Treasure
                Road Partners Limited

            	 	 	
              46,929

            	 	 	
              16.69

            	
              %

            
	
              Anthony
                J. Sinskey

            	 	 	
              12,714

            	 	 	
              4.52

            	
              %

            
	
              Robert
                L. Van Nostrand

            	 	 	
              19,862

            	 	 	
              7.06

            	
              %

            
	Rix
              Clinical Laboratories Ltd. 	 	 	 12,714	 	 	 4.52	% 
	TOTAL 	 	 	 281,250	 	 	 100	%