INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of _________, 2007, by and between Apex Bioventures
      Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, as amended, File No.
      333-135755 (the “Registration
      Statement”),
      for
      its initial public offering of securities (“IPO”)
      has
      been declared effective as of the date hereof by the Securities and Exchange
      Commission (the “Effective
      Date”);
      

     

    WHEREAS, Lazard
      Capital Markets LLC is acting
      as
      the representative (the “Representative”) of the underwriters
      in the IPO; 

     

    WHEREAS,
      the Company has agreed to issue securities in a private placement that will
      occur immediately prior to the IPO (the “Placement”);

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Certificate of Incorporation, an aggregate of $58,590,000 (or $67,230,000
      if the underwriters' over-allotment option is exercised in full), which is
      comprised of (i) the net proceeds of the IPO (except as provided in the
      Registration Statement); (ii) the $1,800,000 received by the Company in exchange
      for its warrants issued pursuant to the Placement; and (iii) an
      additional $1,800,000 (or $2,070,000 if the
      underwriters' over-allotment option is exercised in full) of the proceeds
      of the IPO, representing deferred underwriting discounts and commissions (the
      “Deferred
      Discount”)
      which the underwriters have agreed to deposit in the Trust Account (as
      defined below), will be delivered to the Trustee to be deposited and held in
      the
      Trust Account for the benefit of the Company, and the holders of shares of
      the
      Company’s common stock, par value $0.0001 per share (“Common
      Stock”),
      that
      form a part of the units of the Company’s securities issued in the IPO (the
“Units”)
      and
      the underwriters. The amount to be delivered to the Trustee will be referred
      to
      herein as the “Property,”
the
      stockholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public
      Stockholders,”
and
      the Public Stockholders, the Representative and the Company will be referred
      to
      collectively as the “Beneficiaries;”
      and

     

    WHEREAS,
      in the event that securities offered in the IPO are registered in Colorado
      pursuant to Section 11-51-302(6) of the Colorado Revised Statutes (the
“CRS”),
      a
      copy of which is attached hereto, the provisions thereof are made a part hereof;
      

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the Property;
      and

     

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

     

    1.  Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)  hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including, without limitation, with respect to the Public
      Stockholders, the terms of Section 11-51-302(6) of the CRS, in a segregated
      trust account (“Trust
      Account”)
      established by the Trustee at a branch of JPMorgan Chase NY Bank selected by
      the
      Trustee;

     

    (b)  manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  in
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property (through Morgan Stanley or other intermediary) in “government
      securities,” within the meaning of Section 2(a)(16) of the Investment Company
      Act of 1940, as amended (the “1940 Act”), having a maturity of 180 days or less
      or in any open ended investment company registered under the 1940 Act that
      holds
      itself out as a money market fund meeting the conditions of paragraphs (c)(2),
      (c)(3) and (c)(4) under Rule 2a-7 promulgated under the 1940 Act;

     

    (d)  collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e)  notify
      the Company and the Representative of all communications received by it
      with respect to any Property requiring action by the Company;

     

    (f)  supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)  participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company
      and/or the Representative to do so; and

     

    (h)  render
      to
      the Company and to the Representative, and to such other persons as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust Account,
      which information will be based in part upon information provided by Morgan
      Stanley.

     

    2.  Limited
      Distributions of Income on Property.

     

    (a)  If
      there
      is any income tax obligation relating to the income from the Property in the
      Trust Account, then, at the written instruction of the Company, the Trustee
      shall make available in cash from the Property in the Trust Account an amount
      specified by the Company as owing to the applicable taxing authority, which
      amount shall be paid directly to the taxing authority (and not through the
      Company) by electronic funds transfer, account debit or other method of payment;
      provided,
      however,
      that if
      a taxing authority will not accept payment in such manner, then any payment
      which would have been made directly to the taxing authority may be made to
      the
      Company, and the Company shall forward such payment to the taxing
      authority.

     

    (b)     
Upon
      one
      or more written requests from the Company, which may be given not more than
      once
      in any calendar month period, the Trustee shall distribute to the Company
      interest earned on the Trust Account, net of taxes payable, up to a maximum
      of
      $1,600,000. The distributions requested by the Company may be for any amount,
      provided that (i) in the aggregate, all distributions under this Section 2(b)
      may not exceed $1,600,000 (subject to the limitation imposed by Section 2(c)
      below) and (ii) that such distributions may only be made if and to the extent
      that interest has been earned, net of taxes, on the amount initially deposited
      into the Trust Account. 

     

    (c)  Except
      as
      provided in Sections 2(a) and 2(b) above and as provided in Section 3 and 8(a)
      below, no other distributions from the Trust Account shall be
      permitted.

     

    3.  Liquidation
      of the Trust Account.
      The
      Trustee agrees to commence liquidation of the Trust Account promptly after
      receipt of and only in accordance with the terms of a letter (“Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit A or
      Exhibit B, signed on behalf of the Company by its (i) Chief Executive Officer
      or
      Chairman of the Board and (ii) Chief Financial Officer, and complete the
      liquidation of the Trust Account and disburse the Property in the Trust Account
      (which disbursement shall include, in the event of a Business Combination,
      payment of the Deferred Discount to the Representative) only as directed in
      the
      Termination Letter and the other documents referred to therein. The Trustee
      understands and agrees that, except as provided in Sections 2 and 8(a) hereof
      and this Section 3, disbursements from the Trust Account shall be made only
      pursuant to a duly executed Termination Letter, together with the other
      documents referenced herein. In
      all
      cases, the Trustee shall provide the Representative with a copy of any
      Termination Letters and/or any other correspondence that it receives with
      respect to any proposed withdrawal from the Trust Account promptly after it
      receives same. The provisions of this Section 3 may not be modified, amended
      or
      deleted under any circumstances. As used in this Agreement, the term
“Business Combination” means the acquisition by the Company, through a merger,
      capital stock exchange, asset acquisition, stock purchase or other similar
      business combination with, one or more operating businesses in the healthcare
      industry, as more fully described in the prospectus forming a part of the
      Registration Statement.

     

    
      
        
        

      

      
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    4.  Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

     

    (a)  to
      provide all instructions to the Trustee hereunder in writing, signed by the
      Company’s Chief Executive Officer. In addition, except with respect to its
      duties under Section 3 above, the Trustee shall be entitled to rely on, and
      shall be protected in relying on, any verbal or telephonic advice or instruction
      which it, in good faith, believes to be given by the Company’s Chief Executive
      Officer, provided that the Company and/or the Representative shall promptly
      confirm such instructions in writing; and

     

    (b)      
subject
      to the provisions of
      Section 7 hereof, to
      hold
      the Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this Section 4(b), it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided that the Trustee shall obtain the consent of the
      Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The Trustee may not agree to settle any Indemnified
      Claim
      without the prior written consent of the Company. The Company may participate
      in
      such action with its own counsel; 

     

    (c)  to
      pay
      the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000
      (it
      being expressly understood that the Property shall not be used to pay any of
      such fees). The Company shall pay the Trustee the initial acceptance fee and
      first year’s fee at the consummation of the IPO and thereafter shall pay on each
      anniversary of the Effective Date, the $3,000 annual fee in respect of the
      coming year. The Trustee shall refund to the Company the pro rata portion of
      any
      annual fee attributable to any period after the liquidation of the Trust Fund.
      The Company shall not be responsible for any other fees or charges of the
      Trustee; 

     

    
      (d)      
        within
        five business days after the Representative’s over-allotment option (or any
        unexercised portion thereof) expires or is exercised in full, to provide
        the
        Trustee notice in writing (with a copy to the Representative) of the total
        amount of the Deferred Compensation, which shall in no event be less than
        $1,800,000;

       

      (e)       
        to
        provide to the Trustee any letter of intent, agreement in principle or
        definitive agreement that is executed in connection with a Business Combination,
        together with a certified copy of a unanimous resolution of the Board of
        Directors of the Company affirming that such letter of intent, agreement
        in
        principle or definitive agreement is in effect; and

       

      (f)        in
        connection with any vote of the Company’s stockholders regarding a Business
        Combination, to provide to the Trustee an affidavit or certificate of a firm
        regularly engaged in the business of soliciting proxies and tabulating
        stockholder votes verifying the vote of the Company’s stockholders regarding
        such Business Combination.

    

     

    5.  Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  take
      any
      action with respect to the Property, other than as directed in Sections 1 and
      2
      hereof, and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (b)  institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property, unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  change
      the investment of any Property, other than in compliance with Section
      1(c);

     

    (d)  refund
      any depreciation in principal of any Property;

     

    (e)  assume
      that the authority of any person designated by the Company and/or the
      Representative to give written instructions hereunder shall not be continuing
      unless provided otherwise in such designation, or unless the Company
      and/or the Representative shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f)  the
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively on, and shall be protected in acting upon,
      any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    (g)  verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement,
      unless
      an officer of the Trustee has actual knowledge thereof, written notice of such
      event is sent to the Trustee or as otherwise required under Section 3 hereof;
      and

     

    (h)  pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Trustee’s sole obligation with respect to taxes is as provided for by Section
      2(a) hereof).

     

    6.  Certain
      Rights Of Trustee.

     

    (a)  Before
      the Trustee acts or refrains from acting, it may require a certificate from
      the
      Company’s Chief Executive Officer or an opinion of counsel or both. The Trustee
      shall not be liable for any action it takes or omits to take in good faith
      in
      reliance on such officer’s certificate or opinion of counsel. The Trustee may
      consult with counsel and the advice of such counsel or any opinion of counsel
      shall be full and complete authorization and protection from liability in
      respect of any action taken, suffered or omitted by it hereunder in good faith
      and in reliance thereon.

     

    (b)  The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or gross negligence of any agent appointed with due
      care.

     

    (c)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (d)  The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement, and it shall not be accountable for
      the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occurs prior to the date of this Agreement, and shall have no contractual
      obligations to the Beneficiaries until the date of this Agreement.

     

    7.  No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event that the Trustee has a claim against the Company under
      this Agreement, the Trustee will pursue such claim solely against the Company
      and not against the Property held in the Trust Account.

     

    8.  Termination.
      This
      Agreement shall terminate as follows:

     

    (a)  if
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee during which time the Trustee shall continue to act in accordance with
      the terms of this Agreement. At such time that the Company notifies the Trustee
      that a successor trustee has been appointed by the Company and has agreed to
      become subject to the terms of this Agreement, the Trustee shall transfer the
      management of the Trust Account to the successor trustee, including, but not
      limited, the transfer of copies of the reports and statements relating to the
      Trust Account and the investment of the Property with Morgan Stanley, whereupon
      this Agreement shall terminate; provided, however, that, in the event the
      Company does not locate a successor trustee within 90 days of receipt of the
      resignation notice from the Trustee, the Trustee may submit an application
      to
      have the Property (and such reports and statements) deposited with the United
      States District Court for the Southern District of New York and, upon such
      deposit, the Trustee shall be immune from any liability whatsoever that arises
      due to any actions or omissions to act by any party after such deposit;
      or

     

    (b)  at
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 3 hereof, and distributed the Property
      in accordance with the provisions of the Termination Letter, this Agreement
      shall terminate.

     

    9.  Miscellaneous.

     

    (a)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and each of their respective successors and permitted assigns; provided, that,
      no party hereto may assign any of its rights or obligations hereunder to any
      other party without the express written consent of the other party hereto.
      

     

    (b)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an “Authorized Individual” at an “Authorized Telephone
      Number” listed on the attached Exhibit
      C.
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, liability or expense resulting from any error in an account number
      or other identifying number, provided it has accurately transmitted the numbers
      provided.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c)  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the State and County of New York for purposes of resolving
      any
      disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
      which jurisdiction shall be exclusive, and hereby waive any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient forum.
      Each of the parties hereto waives any right to trial by jury with respect to
      any
      action related to or arising out of this Agreement or the subject matter hereof.
      

     

    (d)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification (other than to correct a typographical error or similar technical
      error) may be made to Sections 2 and 3 hereof without the consent of 95% of
      the
      Public Stockholders, it being the specific intention of the parties hereto
      that
      each Public Stockholder is and shall be a third-party beneficiary of this
      Section 9(d) with the same right and power to enforce this Section 9(d) as
      either of the parties hereto. For purposes of this Section 9(d), the “consent of
      95% of the Public Stockholders” shall mean receipt by the Trustee of a
      certificate from an entity certifying that (i) such entity regularly engages
      in
      the business of serving as inspector of elections for companies whose securities
      are publicly traded, and (ii) either (A) 95% of the Public Stockholders of
      record as of a record date established in accordance with Section 213(a) of
      the
      Delaware General Corporation Law, as amended (the “DGCL”), have voted in favor
      of such amendment or modification, or (B) 95% of the Public Stockholders of
      record as of a record date established in accordance with Section 213(b) of
      the
      DGCL has delivered to such entity a signed writing approving such amendment
      or
      modification. 

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson

    Fax
      No.:
      (212) 509-5150

     

    if
      to the
      Company, to:

    


    Apex
      Bioventures Acquisition Corporation

    18
      Farm
      Lane

    Hillsborough,
      California 94010

    Attn:
      Chief Executive Officer

    Fax
      No.:
      (650) 342-8440

     

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

    


    Lazard
      Capital Markets LLC

    30
      Rockefeller Plaza

    New
      York, NY 10020

    Attn:
      Stephen Sands

    Fax
      No.: (212) 332-8365

     

    Ladenburg
      Thalmann & Co. Inc.

    153
      East 53rd Street, 49th
      Floor

    New
      York, NY 10022

    Attn:
      Peter H. Blum

    Fax
      No.: (212) 409-2169

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    and

     

    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.

    Fax
      No.:
      (212) 983-3115

     

    and

    


    Kramer
      Levin Naftalis & Frankel LLP

    1177
      Avenue of the Americas

    New
      York, NY 10036

    Attn:
      Christopher S. Auguste

    Fax
      No.: (212) 715-8277

     

    (f)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    (g)  This
      Agreement may be executed in two or more counterparts, any one of which need
      not
      contain the signatures of all parties, but all of which together will constitute
      one and the same agreement. Facsimile signatures shall be deemed originals
      for
      all purposes hereunder. 

     

    (h)  If,
      at
      any time during the term hereof, the Company’s Chief Executive Officer is
      unavailable or inaccessible, then the provisions hereof shall be deemed to
      provide, in the alternative, for the signature or action, as applicable, of
      the
      Company’s Chief Operating Officer or Chief Financial Officer.

     

    (i)  The
      Trustee hereby consents to the inclusion of Continental Stock Transfer &
Trust Company in the Registration Statement and other materials relating to
      the
      IPO.

     

    
      (j)      
        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
        the Representative.

    

     

     

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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	CONTINENTAL
              STOCK
              TRANSFER & TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Steven Nelson, Chairman 

            


    

     

    
      	 	 	 
	 	APEX
              BIOVENTURES
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Darrell J. Elliott, Chairman and
                

              Chief Executive
                Officer

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    [Letterhead
      of Company]

     

    


     

    [Insert
      date]

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: [______________]

     

    Re: Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 3 of the Investment Management Trust Agreement between Apex
      Bioventures Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [__________], 2007 (the “Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (the
“Business
      Agreement”)
      with
      [___________] (“Target
      Business”)
      to
      consummate a business combination with Target Business (the “Business
      Combination”)
      on or
      about [insert date], which Business Combination is consistent with the
      requirements set forth in the Company’s Registration Statement on Form S-1, as
      amended, No. 333-135755. The Company shall notify you at least 48 hours in
      advance of the actual date of the consummation of the Business Combination
      (the
“Consummation
      Date”).
      Capitalized terms used herein and not otherwise define shall have the meaning
      ascribed to them in the Trust Agreement.

     

    
      
        Pursuant
          to Section 4(f) of the Trust Agreement, we are providing you with [an affidavit]
          [a certificate] of __________________, which verifies the vote of the Company’s
          stockholders in connection with the Business Combination.  In accordance
          with the terms of the Trust Agreement, we hereby authorize you to commence
          liquidation of the Trust Account to the effect that, on the Consummation
          Date,
          all of funds held in the Trust Account will be immediately available for
          transfer to the account or accounts that the Company and the Representative
          shall direct in writing on the Consummation Date.

      

    

     

    On
      the
      Consummation Date, (i) counsel for the Company shall deliver to you written
      notification that (a) all of the conditions to closing of the Business
      Combination have been satisfied and the closing date for such Business
      Combination has been scheduled pursuant to the terms of the Business Agreement,
      and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have
      been met, to the extent applicable; (ii) the Company shall deliver an oath
      and
      report of the inspector of election certifying the approval of the Business
      Combination by the Company’s stockholders (which may be further certified by an
      independent inspector which may be the Trustee or as otherwise appointed by
      the
      Company) (collectively, the “Report”);
      and
      (iii) the Company shall deliver to you written instructions with respect to
      the
      transfer of the funds, including the Deferred Discount, held in the Trust
      Account (“Instructions”).
      Upon
      your receipt of the foregoing, you are hereby directed and authorized to
      transfer the funds held in the Trust Account in accordance with the terms of
      the
      Instructions. Notwithstanding the foregoing, upon verification of receipt by
      you
      of the Instructions, we hereby agree and acknowledge that the Property in the
      Trust Account shall be distributed as follows: (1) first, to the
      Representative by wire transfer (or as otherwise directed by the Representative)
      in immediately available funds, the aggregate amount of $1,800,000 (or up to
      $2,070,000 if the underwriters' over-allotment option has been exercised),
      plus any interest accrued thereon; and (2) thereafter, to any other Beneficiary
      in accordance with the terms of the Instructions. In the event that certain
      deposits held in the Trust Account may not be liquidated by the Consummation
      Date without penalty, you will notify the Company of the same and, if the amount
      set forth in sub-clause (1) shall not have been paid in full, the Company shall
      issue written instructions directing you as to whether such funds should remain
      in the Trust Account and be distributed after the Consummation Date to the
      Company and/or the underwriters. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Upon
      the
      distribution of all the funds in the Trust Account pursuant to the terms hereof,
      the Trust Agreement shall be terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date, as set forth in the
      notice.

     

    
      	 	 	 
	 	Very truly yours,
	 	 
	 	APEX
              BIOVENTURES
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:

              Title:

            


    

         

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: [______________]

     

    Re: Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 3 of the Investment Management Trust Agreement between Apex
      Bioventures Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [__________], 2007 (the “Trust
      Agreement”),
      this
      is to advise you that the Company has been dissolved due to the Company's
      inability to effect a Business Combination within the time frame specified
      in
      the Company's prospectus rellating to its IPO. Attached
      hereto is a certified copy of the Certificate of Dissolution as filed with
      the
      Delaware Secretary of State. Defined terms used but not otherwise defined herein
      shall have the meaning ascribed to such terms in the Trust
      Agreement.
       

    

     

    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Revised Statutes have been met, and (b) authorize you to commence liquidation
      of
      the Trust Account. You will notify the Company and _______________
      (“Designated
      Paying Agent”)
      in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer (“Transfer
      Date”).
      The
      Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with terms of the
      Trust Agreement and the Company’s Certificate of Incorporation, as amended. Upon
      the payment of all the funds in the Trust Account, the Trust Agreement shall
      be
      terminated and the Trust Account closed.

    
       

      
        	 	 	 
	 	Very truly yours,
	 	 
	 	APEX
                BIOVENTURES
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Name:

                Title:

              


      

       

          


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      C

     

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	 	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	 	 	 
	
              Company:

            	 	 
	 	 	 
	
              Apex
                Bioventures Acquisition Corporation

              18
                Farm Lane

              Hillsborough,
                California 94010

              Attention:
                Darrell J. Elliott, CEO

            	 	
              (604)
                924-0349

            
	 	 	 
	
              Trustee:

            	 	 
	 	 	 
	
              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Frank DiPaolo

            	 	
              (212)
                845-3270

            


    

     

    
      
        
        

      

      
        12