_______
      __, 2007

     

    Apex
      Bioventures Acquisition Corporation

    18
      Farm
      Lane

    Hillsborough,
      California 94010

     

    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York, NY 10020

     

    Ladenburg
      Thalmann & Co. Inc.

    153
      East 53rd Street, 49th Floor

    New
      York, NY 10022

     

    Re:      
      Initial
      Public Offering

     

    Ladies
      and Gentlemen:

     

    The
      undersigned stockholder, officer and/or director of Apex Bioventures Acquisition
      Corporation, a Delaware corporation (the “Company”), in
      consideration Lazard Capital Markets LLC and Ladenburg Thalmann & Co.
      Inc. (the "Underwriters") agreeing to underwrite an initial public offering
      (“IPO”) of the Company’s units (“Units”), each comprised of one share of the
      Company’s common stock, par value $0.0001 per share (“Common Stock”), and one
      warrant exercisable for one share of Common Stock (“Warrant”), as more
      specifically described in the Company’s Registration Statement on Form S-1,
      filed with the SEC on July 13, 2006, as amended through the date hereof
      (collectively, the “Registration Statement”), and embarking on the IPO process,
      hereby agrees as follows (certain capitalized terms used herein are defined
      in
      Schedule I hereto):

     

    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned shall vote all shares of Common Stock owned or controlled by the
      undersigned (including, Insider Shares and any shares of Common Stock acquired
      in or following the IPO) in accordance with the majority of the votes cast
      by
      the Public Stockholders. For purposes of the foregoing and clause (ii) of
      paragraph 2 below, shares of Common Stock held by an affiliated entity over
      which the undersigned has control are deemed controlled by the
      undersigned.

     

    2.  If
      a
      Transaction Failure occurs, the undersigned shall take all reasonable actions
      within such person’s power to cause (a) the Trust Account to be liquidated and
      distributed to the holders of the IPO shares as soon as reasonably practicable,
      and (ii) vote owned or controlled by the undersigned shares in favor of, or
      otherwise cause, the Company, to dissolve and adopt a plan of distribution
      of
      its assets as soon as practicable. Except with respect to IPO Shares acquired
      by
      the undersigned in or following the IPO, the undersigned hereby waives any
      and
      all right, title, interest or claim of any kind in or to any liquidating
      distributions by the Company and hereby further waives any claim the undersigned
      may have in the future as a result of, or arising out of, any contracts or
      agreements with the Company and agrees to not seek recourse against the Trust
      Account for any reason whatsoever. The undersigned hereby agrees that the
      Company shall be entitled to reimbursement from the undersigned for any
      distribution of the Trust Account received by the undersigned in respect of
      such
      person’s Insider Shares. The
      undersigned hereby waives any right set forth in the Company’s Amended and
      Restated Certificate of Incorporation to demand conversion of the undersigned's
      shares of Common Stock into cash (other than with respect to Common Stock or
      any
      shares of Common Stock underlying units the undersigned may purchase in
      connection with the IPO or in the after market) in the event a Business
      Combination is approved by the Company's stockholders. 

     

    3.  The
      undersigned acknowledges that the Company will seek to obtain from each of
      its
      vendors, prospective target businesses and other entities, a waiver (a “Waiver”)
      of any right, title, interest or claim in or to any of the monies contained
      in
      the Trust Account. The undersigned agrees to indemnify and hold harmless the
      Company, on a joint and several basis, from and against any and all
      losses; liabilities, claims, damages, costs and reasonable expenses (including,
      but not limited to, any and all legal or other expenses reasonably incurred
      in investigating, preparing or defending against any litigation, whether
      pending, or threatened, or any claim whatsoever) arising from, or relating
      to,
      claims made by any acquisitive target, vendor or service
      provider against the Company, but only to the extent that (a) such claims
      are made by such third parties who have not executed a waiver, and (b)
      such claims reduce the amount of funds held in the Trust Account to be
      distributed to the Company’s Public Stockholders upon the Company’s dissolution.
      The undersigned is financially able to bear the indemnification obligations
      described in the immediately preceding paragraph. The undersigned agree among
      themselves that (i) each of them shall be liable for the foregoing
      indemnification obligation on a pro rata basis, based on their  relative
      number of Insider Shares, and (ii) if any one of the undersigned is required
      to
      indemnify the Company for more than his, her or its pro rata share, the others
      shall make such contributions as shall be ncessary to gtive effect to the
      foregoing clause (i).

     

    4.  In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees (i)
      not
      to become an officer, director or principal shareholder of entities, including
      but not limited to blank check companies, which are engaged in, or in the event
      of a Business Combination, will be engaged in, business activities which
      are competitive to those intended to be conducted by the Company until the
      earlier of completion of a business combination or the Company's dissolution,
      and (ii) to present to the Company for its consideration, prior to the
      undersigned’s exploitation of that opportunity in any way or the presentation to
      any other person or entity, any suitable opportunity to acquire all or
      substantially all of the outstanding equity securities of, or otherwise acquire
      (through merger, capital stock exchange, asset acquisition, stock purchase
      or
      other business combination) an operating business in the healthcare industry
      until the earlier of the consummation by the Company of a Business Combination,
      the distribution of the Trust Account in connection with the dissolution of
      the
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company; provided,
      however,
      that
      the presentation of such opportunities to the Company shall in each case be
      subject to any pre-existing fiduciary and/or contractual obligations the
      undersigned might have.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm that is a member of the National Association of
      Securities Dealers, Inc. and is reasonably acceptable to Lazard Capital Markets
      LLC that the business combination is fair to the Company’s stockholders from a
      financial perspective.

     

    6.  Except
      as
      expressly described in the Section captioned “Certain Transactions” and
      elsewhere in the Registration Statement, neither the undersigned, any member
      of
      the Immediate Family of the undersigned, nor any affiliate of the undersigned
      (“Affiliate”) will be entitled to receive and will not accept any compensation
      for services rendered to the Company prior to, or in connection with, the
      consummation of the Business Combination.

     

    7.  The
      undersigned agrees that none of the undersigned, any member of the Immediate
      Family of the undersigned, or any Affiliate of the undersigned will be entitled
      to receive or accept, and the undersigned, on behalf of the undersigned and
      the
      aforementioned parties, hereby waives any rights to, a finder’s fee or any other
      compensation in the event the undersigned, any member of the Immediate Family
      of
      the undersigned or any Affiliate of the undersigned originates a Business
      Combination.

     

    8.  The
      undersigned will, as specified in the Securities Escrow Agreement which the
      Company will enter into with the undersigned and an escrow agent acceptable
      to
      the Company, escrow its, his or her Insider Shares for the period commencing
      on
      the Effective Date and ending on (a) in the event that the Company consummates
      a
      Business Combination, the earlier of (i) the first anniversary of the
      consummation of such Business Combination, and (ii) any time after six months
      from the consummation of such Business Combination if the volume weighted
      average price of the Common Stock equals or exceeds $11.50 per share for any
      20
      trading days within any 30 trading day period, and (b) in the event that the
      Company does not consummate a Business Combination, the date on which the
      Company gives the escrow agent notice that the Company is being liquidated
      at
      which time the escrow agent will destroy the shares. Further, the undersigned
      will, as specified in the Securities Escrow Agreement which the Company will
      enter into with undersigned and an escrow agent acceptable to the Company,
      escrow its, his or her Insider Warrants for the period commencing on the
      Effective Date and ending on the sixth month anniversary of a Business
      Combination.

     

    9.  As
      indicated on the signature page hereto, if applicable, the undersigned agrees
      to
      be a member of the Board of Directors and/or an officer of the Company until
      the
      earlier of the consummation by the Company of a Business Combination or the
      liquidation of the Company.  The
      undersigned acknowledges that the foregoing does not interfere with or limit
      in
      any way the right of the Company to terminate the undersigned's employment
      at
      any time (subject to other contractual rights the undersigned may have) nor
      confer upon the undersigned any right to continue in the employ of Company.
      The undersigned’s biographical information contained in the Registration
      Statement under the Section captioned “Management” is true and accurate in all
      respects, does not omit any material information with respect to the
      undersigned’s background and contains all of the information required to be
      disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
      Securities Act of 1933.  The undersigned’s Director and Stockholder
      Questionnaire and NASD Questionnaire furnished to the Company and the
      Underwriters is true and accurate in all respects.  The undersigned
      further represents and warrants to the Company and the
      Underwriters that:

     

    (a) The
      undersigned is not subject to or a respondent in any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

     

    (b) The
      undersigned has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud, (ii) relating to any financial transaction or handling
      of
      funds of another person, or (iii) pertaining to any dealings in any securities
      and such person is not currently a defendant in any such criminal proceeding;
      and

     

    (c) The
      undersigned has never been suspended or expelled from membership in any
      securities or commodities exchange or association or had a securities or
      commodities license or registration denied, suspended or revoked.

     

    10.  The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, (a) to enter into this letter agreement, and (b)
      to
      the extent the undersigned is listed as a member of the Company’s Board of
      Directors and/or holding an executive office position in the Registration
      Statement under the Section captioned “Management”, to serve the Company in such
      capacity or capacities. 

     

    11.  The
      undersigned acknowledges and understands that the Underwriters and the
      Company will rely upon the agreements, representations and warranties set forth
      herein in proceeding with the IPO.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    12.  This
      letter agreement shall be binding on the undersigned and such person’s
      respective successors, heirs, personal representatives and assigns. This letter
      agreement shall terminate on the earlier of (i) the Business Combination Date,
      or (ii) the Termination Date; provided,
      however,
      that
      any such termination shall not relieve the undersigned from any liability
      resulting from or arising out of any breach of any agreement or covenant
      hereunder occurring prior to the termination of this letter
      agreement.

     

    13.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Underwriters and their legal
      representatives or agents (including any investigative search firm retained
      by
      the Underwriters) any information they may have about the undersigned’s
      background and finances (“Information”).  None of the Underwriters or
      their agents shall be violating the undersigned’s right of privacy in any
      manner in requesting and obtaining the Information, and the undersigned hereby
      releases them from liability for any damage whatsoever in that
      connection.

     

    14.      
      This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. as agent for the service
      of process in the State of New York to receive, for the undersigned and on
      his
      behalf, service of process in any Proceeding. If for any reason such agent
      is
      unable to act as such, the undersigned will promptly notify the Company and
      Lazard Capital Markets LLC and appoint a substitute agent acceptable to each
      of
      the Company and Lazard Capital Markets LLC within 30 days and nothing in this
      letter will affect the right of either party to serve process in any other
      manner permitted by law.

     

    15.  No
      term
      or provision of this letter agreement may be amended, terminated or waived
      except by written instrument executed and delivered (a) in the case of an
      amendment or terminated, by the undersigned, the Company and the Underwriters,
      and (b) in the case of a waiver, the party against whom such waiver, is to
      be
      enforced.

     

    
      	 	 	Very
              truly yours,
              
	 
 	 
 	 
 
	 	
              
PRINT
              NAME
	 	 
	 	
              
SIGNATURE
	 	 
	 	
              
IF
              SIGNING ON BEHALF OF AN ENTITY,
PRINT
              NAME AND TITLE OF SIGNATORY
	 	 
	 	
              
                

              

              POSITION(S) WITH THE COMPANY [INDICATE EXECUTIVE OFFICE AND WHETHER
                A MEMBER OF THE BOARD OF DIRECTORS]

            


    

     

    Accepted
      and agreed:

     

    APEX
      BIOVENTURES ACQUISITION CORPORATION

    


    By:                                                                      

    K.
      Michael Forrest, Chief Executive Officer 

    


    LAZARD
      CAPITAL MARKETS LLC

    


    By:                                                                           

    Name:

    Title:

     

    
      LADENBURG
        THALMANN & CO. INC.

      


      By:                                                                           

      Name:

      Title:

    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1

     

    SUPPLEMENTAL
      COMMON DEFINITIONS

     

    Unless
      the contact shall otherwise require, the following terms shall the following
      respective meanings for all purposes, and the following definitions are equally
      applicable to both the singular and the plural forms and the feminine, masculine
      and neuter forms of the terms defined.

     

    “Business
      Combination”
      shall
      mean the acquisition by the Company, whether by merger, capital stock exchange,
      asset acquisition, stock purchase or other similar business combination, of
      one
      or more operating businesses in the healthcare industry, having, collectively,
      a
      fair market value equal to at least 80% of the Company’s net assets at the time
      of such merger, capital stock exchange, asset acquisition, stock purchase or
      other similar business combination.

     

    “Business
      Combination Date”
      shall
      mean the date upon which a Business Combination is consummated.

     

    “Effective
      Date”
      shall
      mean the date upon which the Registration Statement is declared effective under
      the Securities Act of 1933, as amended, by the SEC.

     

    “Immediate
      Family”
      shall
      mean, with respect to any person, such person’s spouse, lineal descendents,
      father, mother, brothers or sisters (including any such relatives by adoption
      or
      marriage).

     

    “Insiders”
      shall
      mean all of the officers, directors and stockholders of the Company immediately
      prior to the Company’s IPO.

     

    “Insider
      Shares”
      shall
      mean all shares of Common Stock of the Company owned by an Insider immediately
      prior to the Company’s IPO (excluding shares of Common Stock issuable upon the
      exercise of Insider Warrants). For the avoidance of doubt, Insider Shares shall
      not include any IPO Shares purchased by Insiders in connection with or
      subsequent to the Company’s IPO. For purposes of Section 3 only, each director
      and officer will be deemed to own Insider Shares held by any member of such
      director’s of officer’s Immediate Family and any entity affiliated with such
      director or officer to the extent that such director or officer has voting
      or
      dispositive power over such other Insider Shares. 

     

    “Insider
      Warrants” shall
      mean warrants sold or to be sold to the Insiders in a private placement prior
      to
      the effective date of the IPO, at a price per warrant of $1.00 and an aggregate
      purchase price of $1,800,000, which warrants will be exercisable for up to
      1,800,000 shares in the aggregate, at a exercise price of $6.00 per
      share.

     

    “IPO
      Shares”
      shall
      mean all shares of Common Stock issued by the Company in its IPO, regardless
      of
      whether such shares were issued to an Insider or otherwise.

     

    “Public
      Stockholders”
      shall
      mean holders of common stock sold as part of the IPO or in the aftermarket,
      excluding Insiders who purchase those shares in the IPO or
      aftermarket.

     

    “SEC”
      shall
      mean the United States Securities and Exchange Commission.

     

    “Termination
      Date” shall
      mean the date that is sixty (60) calendar days immediately following the
      Transaction Failure Date.

     

    “Transaction
      Failure”
      shall
      mean the failure to consummate a Business Combination within 18 months of the
      Effective Date (or 24 months after the Effective Date, if a letter of intent,
      agreement in principle or definitive agreement has been executed within 18
      months after the Effective Date and the Business Combination relating thereto
      has not yet been consummated within such 24-month period). 

     

    “Transaction
      Failure Date”
      shall
      mean the 18-month anniversary of the Effective Date (or the 24 month anniversary
      of the Effective Date, if a letter of intent, agreement in principle or
      definitive agreement has been executed within 18 months after the Effective
      Date
      and the Business Combination relating thereto has not yet been consummated
      within such 24-month period). 

     

    “Trust
      Account”
      shall
      mean that certain trust account established with Continental Stock Transfer
      & Trust Company, as trustee, and in which the Company deposited the “funds
      to be held in trust,” as described in the Registration Statement.