APEX
      BIOVENTURES ACQUISITION CORPORATION

    


    INSIDER
      WARRANT PURCHASE AGREEMENT

    


    THIS
      INSIDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _______,
      2007 between Apex Bioventures Acquisition Corporation, a Delaware corporation
      (the “Company”), and each of the individuals and entities set forth on
Exhibit
      A
      hereto
      and a signatory hereof (each, a “Purchaser” and collectively, the “Purchasers”).
      Except as otherwise indicated herein, capitalized terms used herein are defined
      in Section 8 hereof.

    


    WHEREAS,
      the Purchasers are, or entities affiliated with, officers and/or directors
      of
      the Company; and

    


    WHEREAS,
      in furtherance of the Company’s plan to obtain funding through an initial public
      offering (the “Offering”) of its units (the “Units”), each Unit consisting of
      one share of common stock (“Common Stock”), par value $0.0001 per share, of the
      Company (the “Unit Common Stock”) and one warrant to purchase one share of
      Common Stock (each, a “Unit Warrant” and collectively, the “Unit Warrants”), and
      to demonstrate their commitment to this plan, the Purchasers desire to make
      an
      investment in the Company by purchasing 1,800,000 warrants (each, an “Insider
      Warrant” and collectively, the “Insider Warrants” ) on the terms and conditions
      described herein.

    


    NOW
      THEREFORE, the parties to this Agreement hereby agree as follows:

    


    Section
      1. Authorization,
      Purchase and Sale; Terms of the Insider Warrants.
      

    


    A. Authorization
      of the Insider Warrants. The
      Company has authorized, and hereby ratifies such authorization by execution
      hereof, the issuance and sale to the Purchasers of an aggregate of 1,800,000
      Insider Warrants. Each Insider Warrant shall, upon exercise and payment of
      the
      exercise price specified therein, entitle the holder to purchase one share
      of
      the Company’s Common Stock.

    


    B. Purchase
      and Sale of the Insider Warrants.
      The
      Company shall sell to each of the Purchasers, and subject to the terms and
      conditions set forth herein, the Purchasers shall severally purchase from the
      Company, prior to the effectiveness of the Registration Statement, an aggregate
      of 1,800,000 Insider Warrants. Each Purchaser shall purchase that number of
      the
      Insider Warrants as is set forth opposite his name in the table contained in
      Exhibit
      A
      hereto.
      The purchase price of each Insider Warrant shall be $1.00 per warrant (the
      “Purchase Price”), which shall be paid in immediately available funds through
      wire transfers to the trust account (the “Trust Account”) to be established
      pursuant to that certain Investment Management Trust Agreement by and between
      the Company and Continental Stock Transfer & Trust Company
      (“Continental”). The Purchase Price shall be wired to the Trust Account by the
      Purchasers so as to be on deposit in the Trust Account not less than 24 hours
      prior to the effectiveness of the Registration Statement. Amounts so received
      in
      the Trust Account shall be credited against the respective purchase obligations
      of the Purchasers as set forth on Exhibit
      A
      hereto.


    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    C. Terms
      of the Insider Warrants.
      The
      Insider Warrants shall carry rights and terms identical to those possessed
      by
      the Unit Warrants described in the Registration Statement, subject to the
      following exceptions: the Insider Warrants (i) will not be
      transferable or salable by the Purchasers until six months after the
      consummation of a Business Combination, (ii) will be non-redeemable so
      long as the Purchasers hold such warrants following their issuance by the
      Company to such Purchasers, and (iii) together with the shares of Common
      Stock underlying the Insider Warrants, are and will be entitled to registration
      rights under the registration rights agreement (the “Registration Rights
      Agreement”) to be signed contemporaneously herewith between the Purchasers
      (referred to as the Investors in the Registration Rights Agreement) and the
      Company. The transfer restriction set forth in (i) above shall not apply
      (a) with respect to a Purchaser that is an entity, to dividend, distribution
      or
      contribution to any individual or entity controlling, controlled by, or under
      common control with such Purchaser, or to any stockholder, member, partner
      or
      limited partner of such Purchaser, for which no or nominal consideration is
      received, and (b), with respect to a Purchaser who is an individual, (i) to
      a
      member of such Purchaser’s immediate family or to a trust, the beneficiary of
      which is such Purchaser or a person related to such Purchaser by blood, marriage
      or adoption, or (ii) by virtue of the laws of descent and distribution upon
      death of such Purchaser (each, a “Permitted Transferees” and collectively, the
“Permitted Transferees”), provided, that, prior to such transfer, each Permitted
      Transferee or the trustee or legal guardian therefor, agrees in writing to
      be
      bound by the terms of this Agreement. Should any of the Purchasers transfer
      or
      sell Insider Warrants to persons other than Permitted Transferees after the
      Company has completed a Business Combination, then such Insider Warrants shall
      on the date of such transfer immediately become redeemable under the same terms
      as the Unit Warrants. Further, the Insider Warrants may be exercised on a
      cashless basis in accordance with Section 3.3.1 of the Warrant
      Agreement. Except as specifically provided in this Agreement, the terms of
      the Insider Warrants shall in all other respects be as set forth in the Warrant
      Agreement relating to the Unit Warrants by and between the Company and
      Continental. In the event of any conflict between this Agreement and the Warrant
      Agreement, the terms and provisions of which are incorporated herein by
      reference, this Agreement shall control. In
      connection with the vote required to consummate a Business Combination, the
      Purchaser shall vote any shares of Common Stock acquired by the Purchaser in
      connection with the exercise of any of the Insider Warrants purchased hereby
      in
      accordance with the majority of the shares of Common Stock voted by the
      Company's public stockholders, and therefore waives any redemption rights it
      might have with respect to such shares of Common Stock. The Purchaser hereby
      waives any right to receive distributions with respect to the any shares of
      Common Stock acquired by the Purchaser in connection with the exercise of any
      of
      the Insider Warrants purchased hereby upon the liquidation of the Trust Account,
      or in the event the Company fails to consummate a Business Combination by the
      Termination Date (as defined in the Company's Certificate of
      Incorporation).

    


    Section
      2. The
      Closing.
      The
      closing of the purchase and sale of the Insider Warrants to the Purchasers
      (the
“Closing”) shall take place prior to the effectiveness of the Registration
      Statement. At the Closing, the Company shall deliver warrant certificates
      evidencing the Insider Warrants to be purchased by the Purchasers hereunder
      to
      Continental Stock Transfer & Trust Co., acting as escrow agent, pursuant to
      the Securities Escrow Agreement by and among the Company, Continental and the
      Purchasers, registered in each Purchaser’s name, upon the payment of the
      aggregate purchase price therefor, by wire transfer of immediately available
      funds to the Trust Account.

    


    Section
      3. Representations
      and Warranties of the Company.
      As a
      material inducement to the Purchasers to enter into this Agreement and purchase
      the Insider Warrants, the Company hereby represents and warrants
      that:

    


    A. Organization
      and Corporate Power.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and is qualified to do business in
      California, which is the only jurisdiction in which the failure to so qualify
      would reasonably be expected to have a material adverse effect on the financial
      condition, operating results or assets of the Company (a “Company Material
      Adverse Effect”). The Company possesses all requisite corporate power and
      authority necessary to carry out the transactions contemplated by this
      Agreement.


    


    
      
        
          
          

        

        
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    B. Authorization;
      No Breach. 

    


    (i) The
      execution, delivery and performance of this Agreement will have been duly
      authorized by the Company as of the Closing. This Agreement constitutes a valid
      and binding obligation of the Company, enforceable in accordance with its terms
      upon its execution.

    


    (ii) The
      execution and delivery by the Company of this Agreement, the sale and issuance
      of the Insider Warrants hereunder, the issuance of the Common Stock upon
      exercise of the Insider Warrants (except, with respect thereto, any filings
      required under Federal or state securities laws or issuance of one or more
      legal
      opinions in form and content reasonably satisfactory to the Company pertaining
      to the availability of one or more exemptions with respect to the issuance
      of
      the Insider Warrants under applicable securities laws) and the fulfillment
      of
      and compliance with the respective terms hereof and thereof by the Company,
      do
      not, and will not as of the Closing, (A) conflict with or result in
      a
      breach
      of the terms, conditions or provisions of, (B) constitute a default under,
      (C) result in the creation of any lien, security interest, charge or
      encumbrance upon the Company’s capital stock or assets pursuant to,
      (D) result in a violation of, or (E) require any authorization,
      consent, approval, exemption or other action by or notice or declaration to,
      or
      filing with, any court or administrative or governmental body or agency pursuant
      to the Company’s Certificate of Incorporation, as amended, or Bylaws, or any
      law, statute, rule or regulation to which the Company is subject, or any
      agreement, order, judgment or decree to which the Company is subject, except
      for
      any filings required after the date hereof under Federal or state securities
      laws or as would not reasonably be expected to result in a Company Material
      Adverse Effect.

    


    C. Title
      to Securities.
      Upon
      issuance in accordance with, and payment pursuant to, the terms hereof, the
      Insider Warrants to be purchased hereunder and, upon exercise of the Insider
      Warrants, payment of the exercise price set forth therein and conformance with
      the other provisions relating to the exercise thereto, the Common Stock issuable
      upon exercise of such Insider Warrants will be duly and validly issued, fully
      paid and nonassessable, and the Purchasers will have or receive good title
      to
      such securities, free and clear of all liens, claims and encumbrances of any
      kind, other than (i) transfer restrictions hereunder and under the other
      agreements contemplated hereby, (ii) transfer restrictions under federal
      and state securities laws, and (iii) liens, claims or encumbrances imposed
      due to the actions of the Purchaser.

    


    D. Disclosure. 

    


    (i) The
      Company has provided each Purchaser with a copy of the Registration Statement
      and each Amendment to the Company’s Registration Statement, or informed each
      Purchaser of the filing thereof and instructed or requested the Purchasers
      to
      review the Registration Statement and each such Amendment on the Commission’s
      website. The Company will provide the Purchasers with a copy of any and all
      amendments to the Registration Statement filed by the Company with the
      Commission prior to the Closing.


    


    
      
        
          
          

        

        
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    (ii) To
      the
      best of the Company’s knowledge as of the date hereof, neither this Agreement
      nor the Registration Statement, taken as a whole, contains any untrue statement
      of a material fact or omits to state a material fact necessary to make the
      statements herein or therein not misleading in light of the circumstances under
      which such statements were made.

    


    Section
      4. Representations,
      Warranties and Covenants of Purchasers. As
      a
      material inducement to the Company to enter into this Agreement and issue and
      sell the Insider Warrants to the Purchasers, each Purchaser hereby severally
      and
      not jointly represents, warrants and covenants to the Company (as to himself,
      herself or itself only) that:

    


    A. Capacity
      and State Law Compliance.
      Such
      Purchaser, if an individual, is over the age of 21 years with the legal capacity
      to execute and perform the obligations imposed on such Purchaser hereunder.
      If
      such Purchaser is an entity, (i) it is a corporation, limited liability company,
      limited partnership or other legal entity, duly organized, validly existing
      and
      in good standing under the laws of the jurisdiction of its organization and
      is
      qualified to do business in every jurisdiction in which the failure to so
      qualify would reasonably be expected to have a material adverse effect on the
      financial condition, operating results or assets of such Purchaser, and (ii)
      the
      execution, delivery and performance of this Agreement by such Purchaser will
      have been duly authorized by such Purchaser as of Closing. To such Purchaser’s
      knowledge, such Purchaser has engaged in the transactions contemplated by this
      Agreement within a state in which the offer and sale of the Insider Warrants
      is
      permitted under applicable securities laws. Such Purchaser understands and
      acknowledges that the purchase of Common Stock upon exercise of the Insider
      Warrants may require the registration of such Common Stock under Federal and/or
      state securities laws or the availability of an exemption from such registration
      requirements.

    


    B. Authorization;
      No Breach. 

    


    (i)  The
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement constitutes a valid and binding obligation of such Purchaser,
      enforceable in accordance with its terms.

    


    (ii) The
      execution and delivery by such Purchaser of this Agreement, and the fulfillment
      of and compliance with the terms hereof, by such Purchaser do not, and shall
      not
      as of the
      Closing,
      conflict with or result in a breach of the terms, conditions or provisions
      of
      any other agreement, instrument, order, judgment or decree to which such
      Purchaser is subject.

    


    C. Investment
      Representations. 

    


    (i) Such
      Purchaser is acquiring Insider Warrants and, upon exercise thereof, will acquire
      the Common Stock issuable upon such exercise (collectively, the “Securities”),
      for his own account, for investment only and not with a view towards, or for
      resale in connection with, any public sale or distribution thereof.

    


    (ii) Such
      Purchaser is an “accredited investor” as defined in Rule 501(a)(3) of Regulation
      D.


    


    
      
        
          
          

        

        
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    (iii) Such
      Purchaser understands that the Securities are being offered and sold to him,
      her
      or it in reliance on specific exemptions from the registration requirements
      of
      United States federal and state securities laws and that the Company is relying
      in part upon the truth and accuracy of, and such Purchaser’s compliance with,
      the representations, warranties and agreements of such Purchaser set forth
      herein in order to determine the availability of such exemptions and the
      eligibility of such Purchaser to acquire such Securities.

    


    (iv) Such
      Purchaser did not decide to enter into this Agreement, as a result of any
      general solicitation or general advertising within the meaning of Rule 502(c)
      under the Securities Act of 1933, as amended (the “Securities Act”), including
      the filing of the Registration Statement.

    


    (v) By
      virtue
      of such Purchaser’s position as an officer and/or director of the Company or by
      virtue of such Purchaser’s affiliation with an officer and/or director of the
      Company, such Purchaser has access to all materials relating to the business,
      finances and operations of the Company and materials relating to the offer
      and
      sale of the Securities. Such Purchaser has been afforded the opportunity to
      ask
      questions of the other executive officers and directors of the Company. Such
      Purchaser understands that his, her or its investment in the Securities involves
      a high degree of risk. Such Purchaser has sought such accounting, legal and
      tax
      advice as such Purchaser has considered necessary to make an informed investment
      decision with respect to his, her or its acquisition of the Securities. Such
      Purchaser has received and reviewed a copy of the Registration Statement,
      including without limitation, the language therein under the caption “Risk
      Factors.”

    


    (vi) Such
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on, or made any recommendation
      or
      endorsement of, the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

    


    (vii) Such
      Purchaser understands that: (A) the Securities have not been registered
      under the Securities Act or any state securities laws, and may not be offered
      for sale, sold, assigned or transferred unless (x) subsequently registered
      thereunder or (y) sold in reliance on an exemption therefrom; and
      (B) except as specifically set forth in the Registration Rights Agreement,
      neither the Company nor any other person is under any obligation to register
      such securities under the Securities Act or any state securities laws or to
      comply with the terms and conditions of any exemption thereunder. In this
      regard, such Purchaser represents that he, she or it is familiar with Rule
      144
      adopted pursuant to the Securities Act, and understands the resale limitations
      imposed thereby and by the Securities Act. Such Purchaser is able to bear the
      economic risk of his, her or its investment in the Securities for an indefinite
      period of time.

    


    (viii) Such
      Purchaser is an investor in securities of companies in the development stage
      and
      acknowledges that he, she or it has knowledge and experience in financial and
      business matters, knows of the high degree of risk associated with
      investments
      generally and particularly investments in the securities of companies in the
      development stage such as the Company, is capable of evaluating the merits
      and
      risks of an investment in the Securities and is able to bear the economic risk
      of an investment in the Securities in the amount contemplated hereunder. Such
      Purchaser has adequate means of providing for his, her or its current financial
      needs and contingencies and will have no current or anticipated future needs
      for
      liquidity which would be jeopardized by the investment in the Securities. Such
      Purchaser can afford a complete loss of his, her or its investment in the
      Securities.


    


    
      
        
          
          

        

        
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    (ix) Without
      in any way limiting the representations set forth above, such Purchaser agrees
      not to make any disposition of the Securities (or any part thereof) unless
      and
      until:

    


    (A) There
      is
      then in effect a registration statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with such
      registration statement; or

    


    (B) (i)
      Such
      Purchaser shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a detailed statement of the circumstances
      surrounding the proposed disposition, and if reasonably requested by the
      Company, such Purchaser shall have furnished the Company with an opinion of
      counsel, reasonably satisfactory to the Company, that such disposition will
      not
      require registration of such Securities under the Securities Act.
      Notwithstanding the foregoing, such Purchaser also understands and acknowledges
      that the transfer or exercise of the Insider Warrants is subject to the specific
      conditions to such transfer or exercise as outlined herein, as to which such
      Purchaser specifically assents by his, her or its execution hereof.

    


    D. No
      Group. By
      virtue
      of such Purchaser’s purchase of the Insider Warrants under this Agreement, such
      participation shall not be construed so as to make such Purchaser part of,
      or a
      participant in, a “group” as defined in Rule 13d-5 of the Exchange Act with
      respect to any securities of the Company.

    


    E. Rescission
      Right Waiver and Indemnification. 

    


    (i) Such
      Purchaser understands and acknowledges that an exemption from the registration
      requirements of the Securities Act requires that there be no general
      solicitation of purchasers of the Insider Warrants. In this regard, if the
      Offering were deemed to be a general solicitation with respect to the Insider
      Warrants, the offer and sale of such Insider Warrants might not be exempt from
      registration and, if not, each of the Purchasers would have a prima facie claim,
      subject to applicable defenses, to rescind his, her or its purchase of the
      Insider Warrants. In order to facilitate the completion of the Offering and
      in
      order to protect the Company, its stockholders and the Trust Account from claims
      that may adversely affect the Company or the interests of its stockholders,
      such
      Purchaser hereby agrees to waive, to the maximum extent permitted by applicable
      law, any claims, right to sue or rights in law or arbitration, as the case
      may
      be, to seek rescission of his, her or its purchase of the Insider Warrants.
      Such
      Purchaser acknowledges and agrees that this waiver is being made in order to
      induce the Company to sell the Insider Warrants to the Purchasers. Such
      Purchaser further agrees that the foregoing waiver of rescission rights shall,
      to the extent permitted under applicable law, apply to any and all known or
      unknown actions, causes of action, suits, claims, or proceedings (collectively,
      “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
      whether compensatory, consequential or exemplary, and expenses in connection
      therewith (collectively, “Losses and Expenses”), including, without limitation,
      reasonable attorneys’ and expert witness fees and disbursements and all other
      expenses reasonably incurred in investigating, preparing or defending against
      any Claims, whether pending or threatened, in connection with any present or
      future actual or asserted right to rescind the purchase of the Insider Warrants
      hereunder or relating to the purchase of the Insider Warrants and the
      transactions contemplated hereby.


    


    
      
        
          
          

        

        
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    (ii) The
      Purchaser hereby waives any and all right, title, interest or claim of any
      kind
      in or to any distributions from the Trust Account with respect to any shares
      of
      common stock acquired by the Purchaser in connection with the exercise of the
      Insider Warrants purchased hereby pursuant to this Agreement ("Claim") and
      hereby 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 will not
      seek recourse against the Trust Account for any reason
      whatsoever.

    


    (iii) Such
      Purchaser agrees to severally indemnify and hold harmless the Company and the
      Trust Account against any and all Losses and Expenses whatsoever to which the
      Company and the Trust Account may become subject as a result of the purchase
      of
      the Insider Warrants by any one or more Purchasers, including, but not limited
      to, any Claim by any Purchaser of the Insider Warrants, but only to the extent
      necessary to ensure that such Losses and Expenses do not reduce the amount
      in
      the Trust Account. Further, such Purchaser agrees to severally indemnify and
      hold harmless Lazard Capital Markets LLC against any and all Losses
      and Expenses whatsoever to which Lazard Capital Markets LLC may become subject
      as a result of the purchase of the Insider Warrants by any one or more
      Purchasers, including, but not limited to, any Claim by any Purchaser of the
      Insider Warrants, without limitation. To the extent that the foregoing several
      and not joint indemnification obligations may be unenforceable for any reason,
      such Purchaser agrees to make the maximum contribution permissible by applicable
      law to the payment and satisfaction of any Losses and Expenses relating to
      Claims that may or will otherwise reduce the amount in the Trust Account.
      Notwithstanding anything contained herein or in the Registration Statement
      to
      the contrary, any Losses and Expenses indemnified or contributed to hereunder
      by
      such Purchaser will be paid based on the number of Insider Warrants purchased
      by
      such Purchaser relative to the total number of Insider Warrants purchased by
      all
      Purchasers hereunder, except to the extent that such Claims are brought by
      any
      of the Purchasers, in which case the foregoing indemnity and contribution
      obligations shall only be that of the Purchaser making the Claim, it being
      the
      understanding and agreement of the Purchasers that each of them shall be held
      harmless by the other as to any Claims, Losses and Expenses.

    


    (iv) Such
      Purchaser acknowledges and agrees that the stockholders of the Company,
      including those who purchase the Units in the Offering, are and shall be
      third-party beneficiaries of the foregoing provisions of Section 4E of this
      Agreement.

    


    (v) Such
      Purchaser agrees that to the extent any waiver of rights under this
      Section 4E is ineffective as a matter of law, such Purchaser has offered
      such waiver for the benefit of the Company as an equitable right that shall
      survive any statutory disqualification or bar that applies to a legal right.
      Such Purchaser further acknowledges the receipt and sufficiency of consideration
      received from the Company hereunder in this regard.


    


    
      
        
          
          

        

        
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    Section
      5. Conditions
      Precedent to Closing.
      

    


    A. The
      obligation of each Purchaser to purchase and pay for such Insider Warrants
      as is
      set forth on Exhibit A hereto is subject to the fulfillment, at or before the
      Closing, of each of the following conditions:

    


    (i) Representations
      and Warranties.
      The
      representations and warranties of the Company contained in Section 3,
      except for those stated to be made as of the date hereof, shall be true and
      correct in all material respects at and as of the Closing as though then made,
      except to the extent of changes caused by the transactions expressly
      contemplated herein or in the prospectus contained in the Registration
      Statement.

    


    (ii) Performance.
      The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing.

    


    B. The
      obligations of the Company to each of the Purchasers under this Agreement are
      subject to the fulfillment on or before the Closing of each of the following
      conditions:

    


    (i) Representations
      and Warranties.
      The
      representations and warranties of each of the Purchasers contained in
      Section 4 shall be true at and as of the Closing as though then
      made.

    


    (ii) Performance.
      Each of
      the Purchasers shall have performed and complied with all agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by them on or before the Closing.

    


    (iii) Corporate
      Consents.
      The
      Company shall have obtained the consent of its Board of Directors authorizing
      the execution, delivery and performance of this Agreement and the issuance
      and
      sale of the Insider Warrants hereunder.

    


    C. This
      Agreement evidences the several and not joint agreements between the Company,
      on
      the one hand, and each of the Purchasers, on the other hand. Accordingly, (i)
      each Purchaser may (but shall not be required to) waive any closing condition
      with respect to his, her or its obligation (but not the obligation of any other
      Purchaser) to close the transactions contemplated hereby; provided, that, a
      majority in interest of the Purchasers (based on the relative number of Insider
      Warrants to be purchased), may (but shall not be required to) waive any closing
      condition with respect to all (but not less than all) of the Purchasers’
obligations to close the transactions contemplated hereby, and (ii) the Company
      may (but shall not be required to) waive any closing condition with respect
      to
      all of the Purchasers or any one or more of them and the waiver of a closing
      condition with respect to a particular Purchaser shall not be deemed applicable
      to any other Purchaser unless so determined by the Company.

    


    Section
      6. Termination. This
      Agreement may be terminated by agreement of the Company and at least a
      majority-in-interest of the Purchasers at any time prior to the consummation
      of
      the Closing if the Offering is not closed within the time periods described
      in
      the Underwriting Agreement after the Registration Statement is declared
      effective and this Agreement shall automatically terminate without any further
      action by any party and thereafter be null and void upon termination of the
      Underwriting Agreement or the Company’s initial public
      offering.


    


    
      
        
          
          

        

        
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    Section
      7. Survival.
      All of
      the representations, warranties, covenants and agreements contained in Section
      4
      shall survive the Closing for a period of six (6) months except as
      otherwise specifically provided herein.

    


    Section
      8. Definitions.
      For the
      purposes of this Agreement, the following terms have the meanings set forth
      below:

    


    “Affiliate”
      of any particular Person means any other Person controlling, controlled by
      or
      under common control with such particular Person, where “control” means the
      possession, directly or indirectly, of the power to direct the management and
      policies of a Person whether through the ownership of voting securities,
      contract or otherwise.

    


    “Business
      Combination” means a merger, stock exchange, asset acquisition, stock purchase
      or similar business combination of the Company with a target business or
      businesses that is its initial business combination and which meets the size,
      timing and other criteria outlined in the Registration Statement.

    


    “Commission”
      means the United States Securities and Exchange Commission.

    


    “Common
      Stock” means the Company’s Common Stock, par value $0.0001 per
      share.

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

    


    “Person”
      means any individual, partnership, corporation, limited liability company,
      association, joint stock company, trust, joint venture, unincorporated
      organization or governmental entity or any department, agency or political
      subdivision thereof.

    


    “Registration
      Statement” means the Company’s registration statement on Form S-1 (File No.
      333-135755), as the same has been and may be amended from time to time hereafter
      (the “Registration Statement”) and filed with the Commission.

    


    “Securities
      Act” means the Securities Act of 1933, as amended.

    


    Section
      9. Miscellaneous.
      

    


    A. Legends.
      

    


    (i) The
      certificates evidencing the Insider Warrants will include the legend set forth
      below:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO
      INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO
      AN
      INSIDER WARRANT PURCHASE AGREEMENT DATED ________, 2007 WHICH RESTRICTS THE
      TRANSFER THEREOF AS PROVIDED IN THE PURCHASE
      AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE
      OFFICES. THESE
      SECURITIES ARE ALSO SUBJECT TO THE TERMS AND PROVISIONS OF A SECURITIES
      ESCROW AGREEMENT DATED ________, 2007 WHICH RESTRICTS THE TRANSFER THEREOF
      AS
      PROVIDED THEREIN, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS
      EXECUTIVE OFFICES.

    


    
      
        
          
          

        

        
          9

          
            

          

        

         

      

    

     

    (ii) By
      accepting the certificates bearing the aforesaid legend, each Purchaser agrees
      (on behalf of himself, herself or itself), prior to any permitted transfer
      of
      the Insider Warrants represented by the certificates and subject to the
      restrictions contained herein, to give written notice to the Company expressing
      his, her or its desire to effect such transfer and describing briefly the
      proposed transfer. Upon receiving such notice, the Company shall present copies
      thereof to its counsel and the following provisions shall apply:

    


    (x) subject
      to the transfer restrictions contained elsewhere in this Agreement, if, in
      the
      reasonable opinion of counsel to the Company, the proposed transfer of such
      Insider Warrants may be effected without registration under the Securities
      Act
      and applicable state securities acts, the Company shall promptly thereafter
      notify the transferring Purchaser, whereupon the transferring Purchaser shall
      be
      entitled to transfer such Insider Warrants, all in accordance with the terms
      of
      the notice delivered by the transferring Purchaser and upon such further terms
      and conditions as shall be required to ensure compliance with the Securities
      Act
      and the applicable state securities acts, and, upon surrender of the certificate
      evidencing such Insider Warrants, in exchange therefor, a new certificate not
      bearing a legend of the character set forth above if such counsel reasonably
      believes that such legend is no longer required under the Securities Act and
      the
      applicable state securities acts; and

    


    (y) subject
      to the transfer restrictions contained elsewhere in this Agreement, if, in
      the
      reasonable opinion of counsel to the Company, the proposed transfer of such
      Insider Warrants may not be effected without registration under the Securities
      Act or the applicable state securities acts, a copy of such opinion shall be
      promptly delivered to the transferring Purchaser, and such proposed transfer
      shall not be made unless such registration is then in effect.

    


    (iii) The
      Company may, from time to time, make stop transfer notations in its records
      and
      deliver stop transfer instructions to its transfer agent to the extent its
      counsel considers it necessary to ensure compliance with the Securities Act
      and
      the applicable state securities acts.


    


    
      
        
          
          

        

        
          10

          
            

          

        

         

      

    

     

    B. Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, all covenants and agreements contained
      in this Agreement by or on behalf of any of the parties hereto shall bind and
      inure to the benefit of the respective successors and permitted assigns of
      the
      parties hereto whether so expressed or not. Notwithstanding the foregoing or
      anything to the contrary herein, the parties may not assign this
      Agreement.

    


    C. Severability.
      Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

    


    D. Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, any one
      of
      which need not contain the signatures of more than one party, but all such
      counterparts taken together shall constitute one and the same Agreement.
      Facsimile signatures shall be deemed originals for all purposes
      hereunder.

    


    E. Descriptive
      Headings; Interpretation.
      The
      descriptive headings of this Agreement are inserted for convenience only and
      do
      not constitute a substantive part of this Agreement. The use of the word
“including” in this Agreement shall be by way of example rather than by
      limitation.

    


    F. Governing
      Law.
      The
      general corporation law of the State of Delaware shall govern all issues and
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement, without giving effect to any choice of law or conflict of
      law
      rules or provisions that would cause the application of the laws of any
      jurisdiction other than the State of Delaware.

    


    G. Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when delivered personally to the recipient, sent
      to
      the recipient by reputable overnight courier service (charges prepaid) or mailed
      to the recipient by certified or registered mail, return receipt requested
      and
      postage prepaid. Such notices, demands and other communications shall be
      sent:

    


    if
      to the
      Company, to:

    


    Apex
      Bioventures Acquisition Corporation

    18
      Farm
      Lane

    Hillsborough,
      California 94010

    Attn:
      Chief Executive Officer

    


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

    


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

    666
      Third
      Avenue, 25th Floor 

    New
      York,
      New York 10017 

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


    


    
      
        
          
          

        

        
          11

          
            

          

        

         

      

    

     

    and
      if to
      any Purchaser:

    


    at
      the
      address of such Purchaser as set forth in

    the
      records of the Company.

    


    or
      in any
      case to such other address or to the attention of such other 

    person
      as
      the recipient party has specified by prior written notice to 

    the
      sending party.

    


    H. No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      hereto, and no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of
      this Agreement.

    


    {Remainder
      of page left intentionally blank. Signature page(s) to
      follow}


    


    
      
        
          
          

        

        
          12

          
            

          

        

         

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Insider Warrant Purchase
      Agreement as of the date first written above. 

     

    
      	 	 	 
	COMPANY:	APEX
              BIOVENTURES ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              K.
                Michael Forrest, Chief Executive
                Officer

            


    

     

    
      	 	  
	 INITIAL
              PURCHASERS:	
              
K.
              MICHAEL FORREST
	 	 
	 	
              
JOHN
              J. CHANDLER
	 	 
	 	
              
NANCY
              T. CHANG


    

     

    
      	 	  
	 	
              
ROBERT
              J. EASTON


    

     

    
      	 	 	 
	 	
              INVIVOS
                LIMITED PARTNERS

              By: Invivos
                Partners, Ltd., its general partner

            
	 
 	 
 	 
	 	By:	 
	 	
              
Darrel
              J. Elliott, President


    

    
    

     

    
      	 	 	 
	 	TREASURE
              ROAD PARTNERS, LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Gary
              E. Frashier, Manager


    

     

    
      	
            	  
	 	
              
ANTHONY
              J. SINSKEY
	 	 
	 	
              

              ROBERT
                L. VAN NOSTRAND

            


    

     

    
      	 	 	 
	 	RIX
              CLINICAL LABORATORIES LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
Title: 


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

    


    EXHIBIT
      A

    


    TO

    


    INSIDER
      WARRANT PURCHASE AGREEMENT

     

    
      	
               

              Name
                and Address of
                Purchaser  

            	 	
              Number
                of

              Insider
                Warrants

            	 	
              Aggregate

              Purchase
                Price

            	 
	
              John
                J. Chandler

              610
                West Brown Street

              Southport,
                NC 28461

            	 	 	
              75,000

            	 	
              $

            	
              75,000

            	 
	 	 	 	 	 	 	 	 
	
              Nancy
                T. Chang

              10301
                Stella Link

              Houston,
                TX 77025

            	 	 	
              200,000

            	 	
              $

            	
              200,000

            	 
	 	 	 	 	 	 	 	 
	
              Robert
                J. Easton

              c/o
                Craig Drill Capital

              724
                Fifth Avenue

              New
                York, NY 10019

            	 	 	
              325,000

            	 	
              $

            	
              325,000

            	 
	 	 	 	 	 	 	 	 
	
              K.
                Michael Forrest

              18
                Farm Lane

              Hillsborough,
                CA 94010

            	 	 	 335,000	 	
              $

            	 335,000	 
	 	 	 	 	 	 	 	 
	
              Invivos
                Limited Partners

              1763
                Orkney Place

              North
                Vancouver, BC V7H 2Z1

            	 	 	
              225,000

            	 	
              $

            	
              225,000

            	 
	 	 	 	 	 	 	 	 
	
              Treasure
                Road Partners, Ltd.

              215
                West Bandera Road, Suite 114

              Boerne,
                TX 78006

            	 	 	
              325,000

            	 	
              $

            	
              325,000

            	 
	 	 	 	 	 	 	 	 
	
              Anthony
                J. Sinskey

              Department
                of Biology, Room 68-30A

              Massachusetts
                Institute of Technology

              Cambridge,
                MA 02139

            	 	 	
              100,000

            	 	
              $

            	
              100,000

            	 
	 	 	 	 	 	 	 	 
	
              Robert
                L. Van Nostrand

              Mariners
                Circle

              West
                Islip, NY 11795

            	 	 	
              115,000

            	 	
              $

            	
              115,000

            	 
	 	 	 	 	 	 	 	 
	
              Rix
                Clinical Laboratories Ltd.

              #101-4606
                Canada Way

              Burnaby,
                BC V5G 1K5

            	 	 	100,000 	 	
              $ 

            	 100,000	 
	 	 	 	 	 	 	 	 
	Total 	 	 	1,800,000 	 	
              $

            	 1,800,000	 


    

     

    
      
        
          
          

        

        
          A-1