NUMBER

              _______-

            	 	
              (THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2011

               

            	 	
              WARRANTS

               

            


    

    APEX
      BIOVENTURES ACQUISITION CORPORATION

    WARRANT   
      CUSIP _____________

     

    THIS
      CERTIFIES THAT, for value received  ______________________________________________________________________________ 

    is
      the
      registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York
      City
      time, on ________, 2011, or upon earlier redemption (the “Warrant”), to purchase
      one fully paid and non-assessable share of Common Stock, par value $.0001 per
      share (“Shares”), of Apex Bioventures Acquisition Corporation, a Delaware
      corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing on the later of (i) the Company’s completion of a business
      combination, as further described in the Company’s registration statement on
      Form S-1 initially filed with the Securities and Exchange Commission on July
      13,
      2006 (File No. 333-135755), as amended, and (ii) ___________, 2008, such number
      of Shares of the Company at the price of $6.00 per share, upon surrender of
      this
      Warrant Certificate and payment of the Warrant Price at the office or agency
      of
      the Warrant Agent, Continental Stock Transfer & Trust Company (such payment
      to be made by check made payable to the Warrant Agent), but only subject to
      the
      conditions set forth herein and in the Warrant Agreement between the Company
      and
      Continental Stock Transfer & Trust Company; provided, that, the Company
      shall not be obligated to deliver any securities pursuant to the exercise of
      a
      Warrant and shall have no obligation to settle a Warrant exercise unless a
      registration statement under the Securities Act of 1933, as amended (the “Act”),
      with respect to the Common Stock is effective and a current prospectus is
      available for delivery to the Warrant holders. In the event that a registration
      statement with respect to the Common Stock underlying a Warrant is not effective
      under the Act, or a current prospectus is not available, the holder of such
      Warrant shall not be entitled to exercise such Warrant and such Warrant may
      have
      no value and expire worthless. In no event will the Company be required to
      net
      cash settle the warrant exercise. The Warrant Agreement provides that upon
      the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised.

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such
      holder.

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares for which the Warrant has not been exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

    The
      Company reserves the right to redeem the Warrant in whole (but not in part)
      at
      any time prior to its exercise, with a notice of redemption in writing to the
      holders of record of the Warrant, giving 30 days’ notice of such redemption at
      any time after the Warrant becomes exercisable if the volume weighted average
      price of the Shares has been at least $11.50 per share for any 20 trading days
      within any 30 trading day period ending on the third business day prior to
      the
      date on which notice of such redemption is given. Notwithstanding anything
      contained herein to the contrary, 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 current prospectus is available. The redemption price of the Warrants
      is
      to be $.01 per Warrant. Any Warrant either not exercised or tendered back to
      the
      Company by the end of the date specified in the notice of call shall be canceled
      on the books of the Company and the holder thereof shall have no further value
      except for the $.01 redemption price.

     

    
      	
               

              By:__________________________________

              Darrell
                J. Elliott, CHAIRMAN
                AND

              CHIEF
                EXECUTIVE OFFICER

            	
              APEX
                BIOVENTURES ACQUISITION CORPORATION

              CORPORATE

              THE
                STATE OF DELAWARE

              SEAL
                2007

            	
               

              By:__________________________________

              Gary
                E. Frashier, SECRETARY

            


    

     

    CONTINENTAL
      STOCK TRANSFER AND TRUST COMPANY, as Warrant Agent

    


    By:___________________________________

    Steven
      Nelson, Chairman

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the shares of Common Stock issuable upon the exercise of such Warrants,
      and requests that Certificates for such shares shall be issued in the name
      of

     

    


    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be
      delivered to
      ____________________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    __________________________________________________________________________________________________________________________


    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

    


    Dated:
      _____________________                                                 
___________________________________________

    (SIGNATURE)

    ___________________________________________

    (ADDRESS)

    ___________________________________________

     

    ___________________________________________

    (TAX
      IDENTIFICATION NUMBER)

    


    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, _______________________ hereby sells, assigns, and transfers unto
      

     

    


    
      	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	 


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be
      delivered to
      ____________________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitutes and appoints _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

    


    Dated:
      _________________________   _________________________________

    (SIGNATURE)

    


    The
      signature to the assignment of the Subscription Form must correspond to the
      name
      written upon the face of this Warrant Certificate in every particular, without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a
      commercial bank or trust company or a member firm of the American Stock
      Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
      Exchange.