Exhibit 10.2

                          SECURITIES PURCHASE AGREEMENT

         This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of
the 9th day of April, 2007 (the "Effective Date") by and between Advancis
Pharmaceutical Corporation, a Delaware corporation, with its principal office at
20425 Seneca Meadows Parkway, Germantown, Maryland 20876 (the "Company"), and
the several purchasers identified in the attached Exhibit A (individually, a
"Purchaser" and collectively, the "Purchasers").

         WHEREAS, the Company desires to issue and sell to the Purchasers an
aggregate of approximately 10,155,000 shares (the "Shares") of the authorized
but unissued shares of common stock, $0.01 par value per share, of the Company
(the "Common Stock"); and (ii) warrants in the form attached as Exhibit B to
purchase an aggregate of approximately 7,616,250 shares of Common Stock (each, a
"Warrant," and collectively, the "Warrants"); and

         WHEREAS, the Purchasers, severally, wish to purchase the Shares and the
Warrants on the terms and subject to the conditions set forth in this Agreement.

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

         1.       Definitions. As used in this Agreement, the following terms
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shall have the following respective meanings:

                           (a)      "Affiliate" of a party means any corporation
         or other business entity controlled by, controlling or under common
         control with such party. For this purpose "control" shall mean direct
         or indirect beneficial ownership of fifty percent (50%) or more of the
         voting or income interest in such corporation or other business entity.

                           (b)      "Agreement" means this Securities Purchase
         Agreement.

                           (c)      "Business Day" means any day except
         Saturday, Sunday and any day which shall be a federal legal holiday or
         a day on which banking institutions in the State of New York are
         authorized or required by law or other governmental action to close.

                           (d)      "Closing Dates" means the dates of the First
         Closing and the Additional Closing.

                           (e)      "Exchange Act" means the Securities Exchange
         Act of 1934, as amended, and all of the rules and regulations
         promulgated thereunder.

                           (f)      "Registration Rights Agreement" shall mean
         that certain Registration Rights Agreement, dated as of the date
         hereof, among the Company and the Purchasers.

                           (g)      "Operative Agreements" shall mean the
         Registration Rights Agreement and the Warrant together with this
         Agreement.

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                           (h)      "Majority Purchasers" shall mean Purchasers
         which, at any given time, hold greater than fifty percent (50%) of the
         voting power of the outstanding Shares, that have not been resold
         pursuant to an effective registration statement under the Securities
         Act or Rule 144 under the Securities Act.

                           (i)      "Rules and Regulations" shall mean the rules
         and regulations of the SEC.

                           (j)      "SEC" shall mean the Securities and Exchange
         Commission.

                           (k)      "SEC Documents" shall have the meaning set
         forth in Section 3.26 below.

                           (l)      "Securities" shall mean the Shares, the
         Warrants and the Underlying Shares.

                           (m)      "Securities Act" shall mean the Securities
         Act of 1933, as amended, and all of the rules and regulations
         promulgated thereunder.

                           (n)      "Subsidiary" of any entity means another
         entity, an amount of the voting securities, other voting ownership or
         voting partnership interests of which is sufficient to elect at least a
         majority of its Board of Directors or other governing body (or, if
         there are no such voting interests, 50% or more of the equity interests
         of which) is owned directly or indirectly by such first entity.

                           (o)      "Trading Day" means(a) if the Common Stock
         is listed or quoted on the NASDAQ Global Market, then any day during
         which securities are generally eligible for trading on the NASDAQ
         Global Market, or (b) if the Common Stock is not then listed or quoted
         and traded on the NASDAQ Global Market, then any Business Day.

                           (p)      "Underlying Shares" shall mean the shares of
         Common Stock issuable upon exercise of the Warrants.

         2.       Purchase and Sale of Securities.
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                           2.1      Purchase and Sale. Subject to and upon the
         terms and conditions set forth in this Agreement, the Company agrees to
         issue and sell to each Purchaser, and each Purchaser, severally, hereby
         agrees to purchase from the Company, on the Closing Dates, (i) the
         number of shares of Common Stock set forth opposite the name of such
         Purchaser under the heading "Number of Shares to be Purchased" on
         Exhibit A hereto, at a purchase price of $2.27 per share and (ii) a
         Warrant to purchase the number of Underlying Shares set forth opposite
         the name of such Purchaser under the heading "Number of Shares
         Underlying the Warrant" on Exhibit A (which number of Underlying shares
         shall equal 0.75 share of Common Stock for every one Share purchased by
         the Purchaser), having an exercise price of $2.27 per Underlying Share,
         at a purchase price of $0.125 per Underlying Share. The total purchase
         price payable by each Purchaser for the Securities that such Purchaser
         is hereby agreeing to purchase is set forth opposite the name of such
         Purchaser under the heading "Aggregate Purchase Price" on Exhibit A
         hereto. The aggregate purchase price payable by the Purchasers to the
         Company for all of the Securities shall be approximately $24,003,881.

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                           2.2      Closings. The first closing of the
         transactions contemplated under this Agreement (the "First Closing")
         shall take place at the offices of Dewey Ballantine LLP, 1301 Avenue of
         the Americas, New York, New York 10019, counsel to the Company, on the
         second business day after the Company shall have given written notice
         (the "Closing Notice") to the Purchasers that all of the conditions
         precedent set forth in Section 5.1 have been satisfied in full or at
         such other location, date and time as may be agreed upon between the
         Majority Purchasers and the Company. At the First Closing, the Company
         shall deliver to each Purchaser listed on Exhibit A hereto as
         participating in the First Closing a single stock certificate and a
         single Warrant representing the number of Securities purchased by such
         Purchaser, each to be registered in the name of such Purchaser, or in
         such nominee's or nominees' name(s) as designated by such Purchaser in
         writing in the form of the Investor Questionnaire attached hereto as
         Appendix I, against payment of the purchase price therefor by wire
         transfer of immediately available funds to such account or accounts as
         the Company shall designate in writing. Upon the completion of the
         First Closing, an additional closing, which shall take place on April
         18, 2007 (the "Additional Closing"), will become unconditional. At the
         Additional Closing which shall take place at the offices of Dewey
         Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019,
         counsel to the Company, the Company shall deliver to the Purchasers,
         listed on Exhibit A hereto as participating in the Additional Closing,
         a single stock certificate and a single Warrant representing the number
         of Securities purchased by such Purchaser, to be registered in the name
         of such Purchaser, or in such nominee's or nominees' name(s) as
         designated by such Purchaser in writing in the form of the Investor
         Questionnaire attached hereto as Appendix I, against payment of the
         purchase price therefor by wire transfer of immediately available funds
         to such account or accounts as the Company shall designate in writing.

         3.       Representations and Warranties of the Company. The Company
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hereby represents and warrants to each of the Purchasers as follows:

                           3.1      Incorporation. The Company has been duly
         incorporated and is a validly existing corporation in good standing
         under the laws of Delaware with full power and authority (corporate and
         other) to own, lease and operate, as the case may be, its properties
         and conduct its business as now conducted; and the Company is duly
         qualified to transact business and is in good standing in each
         jurisdiction in which the nature of the business conducted by it, or
         its ownership or leasing of property, or its employment of employees or
         consultants therein, makes such qualification necessary, except where
         the failure to be so qualified or be in good standing would not
         reasonably be expected to have, individually or in the aggregate, a
         material adverse effect on the financial condition, business,
         properties, or results of operations of the Company ("Material Adverse
         Effect"). The Company has not received a written notification that any
         proceeding has been instituted in

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         any such jurisdiction, revoking, limiting or curtailing, or seeking to
         revoke, limit or curtail, such power and authority or qualification,
         and to the Company's knowledge, no proceeding has been instituted in
         any such jurisdiction, revoking, limiting or curtailing, or seeking to
         revoke, limit or curtail, such power and authority or qualification.
         The Company is in possession of and operating in material compliance
         with all authorizations, licenses, certificates, consents, orders and
         permits from state, federal and other regulatory authorities that are
         material to the conduct of its business, all of which are valid and in
         full force and effect. The Company is not in violation of its charter
         or bylaws. Except as disclosed in the SEC Documents the Company does
         not own or control, directly or indirectly, any corporation,
         association or other entity. Complete and correct copies of the
         certificate of incorporation (the "Certificate of Incorporation") and
         bylaws (the "Bylaws") of the Company as in effect on the Effective Date
         have been filed by the Company with the SEC. The business described in
         the SEC Documents is carried on primarily by the Company and the
         Company does not have any Subsidiary that constitutes a "Significant
         Subsidiary" as such term is defined in Item 1-02(w) of Regulation S-X.

                           3.2      Authority. The Company has all requisite
         corporate power and authority to enter into this Agreement and the
         other Operative Agreements and to perform the transactions contemplated
         hereby and thereby. The Operative Agreements have been duly authorized,
         executed and delivered by the Company and are valid and binding
         agreements on the part of the Company, enforceable in accordance with
         their terms, except as may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting creditors' rights generally or by general equitable
         principles. The performance of this Agreement and the other Operative
         Agreements and the consummation of the transactions herein and therein
         contemplated will not result in (A) any violation of the Certificate of
         Incorporation or Bylaws of the Company or (B) a breach or violation of
         any of the terms and provisions of, or constitute a default under any
         contract, agreement, license, understanding, indenture, mortgage, deed
         of trust, loan agreement, joint venture, lease (including without
         limitation any sale and leaseback arrangement) or bond, debenture, note
         or other evidence of indebtedness, to which the Company is a party or
         by or to which it or its properties (including without limitation all
         Company Intellectual Property (as defined in Section 3.9(b)) are or may
         be bound or subject (each, a "Contract") or any law, order, ruling,
         rule, regulation, writ, assessment, injunction, judgment or decree of
         any government or governmental court, agency or body, domestic or
         foreign, having jurisdiction over the Company or over any of its
         respective properties (including without limitation all Company
         Intellectual Property) or Contracts ("Government Entity") or by or to
         which they or such of its properties or Contracts are or may be bound
         or subject (each, a "Law"), except in the case of this clause (B), such
         defaults or violations which would not reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect. No
         consent, approval, authorization or order of or qualification with any
         Government Entity is required for the execution and delivery of this
         Agreement or the other Operative Agreements and the consummation by the
         Company of the transactions herein and therein contemplated, except
         such consents (i) that will be obtained prior to the Closing Dates and
         (ii) as may be required under the Securities Act, the Exchange Act (if
         applicable), the Rules and Regulations, or under state or other
         securities or blue sky laws or the National Association of Securities
         Dealers, Inc. (the "NASD"), all of which requirements will be satisfied
         in all material respects at or prior to the Closing Dates.

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                           3.3      Litigation; Contracts. Except as disclosed
         in the SEC Documents, there are no actions, suits, claims,
         investigations or proceedings pending or, to the Company's knowledge,
         threatened to which the Company or, to the Company's knowledge, to
         which any of its respective directors or officers is a party, or of
         which any of its respective properties (including without limitation
         all Company Intellectual Property) or any Contract is the subject, at
         law or in equity, before or by any federal, state, local or foreign
         governmental or regulatory commission, board, body, authority or agency
         which, if adversely decided, would be reasonably likely to result in a
         decision, ruling, finding, judgment, decree, order or settlement having
         a Material Adverse Effect or to prevent consummation of the
         transactions contemplated hereby. There are no Contracts of a character
         required to be described or referred to in the SEC Documents, and/or
         filed as an exhibit to, by the Securities Act, the Exchange Act or the
         Rules and Regulations which have not been accurately described in all
         material respects in the SEC Documents, and/or filed as an exhibit to
         such SEC Documents. Except to the extent disclosed in the SEC
         Documents, the Contracts described in the SEC Documents are in full
         force and effect and are valid agreements, enforceable by the Company,
         except as the enforcement thereof may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws relating to or affecting creditors' rights generally or by general
         equitable principles, and except where the enforceability and validity
         thereof would not reasonably be expected to have, individually or in
         the aggregate, a Material Adverse Effect. No event has occurred, and no
         circumstances or condition exists, that (with or without notice or
         lapse of time) (A) has resulted or is reasonably likely to result in a
         breach, default, violation or waiver of any Contract or any provision
         thereof; (B) gives or is reasonably likely to give any party to any
         Contract the right to declare a breach, default or violation of or
         exercise any remedy under such Contract; (C) gives or is reasonably
         likely to give any party to any Contract the right to cancel,
         terminate, modify or be excused from performance of any obligations
         under such Contract; or (D) has resulted or is reasonably likely to
         result in a violation of any Law or in imposition of any fines,
         penalties, damages, injunctions, prohibitions or other sanctions,
         except in the cases of clauses (A), (B) and (C) where such breaches,
         defaults, violations, waivers, remedies, cancellations, terminations,
         modifications excuses or impositions would not reasonably by expected
         to have, individually or in the aggregate, a Material Adverse Effect.

                           3.4      Capitalization. All outstanding shares of
         capital stock of the Company have been duly authorized and validly
         issued and are fully paid and nonassessable, have been issued in
         compliance with all federal and state securities laws, and have not
         been issued in violation of any preemptive rights or other rights to
         subscribe for or purchase securities. The authorized capital stock of
         the Company consists of (i) 225,000,000 shares of Common Stock, of
         which approximately 36,401,854 shares are outstanding on the date
         hereof and (ii) 25,000,000 shares of preferred stock, of which no
         shares are outstanding on the date hereof. Except for options to
         purchase Common Stock, other equity awards issued to employees and
         consultants of the Company pursuant to employee benefits plans and the
         warrants disclosed in the SEC Documents, there are no existing options,
         warrants, calls, preemptive (or similar) rights, subscriptions or other
         rights, agreements, arrangements or commitments of any character
         obligating the Company to issue, transfer or sell, or

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         cause to be issued, transferred or sold, any shares of the capital
         stock of the Company or other equity interests in the Company or any
         securities convertible into or exchangeable for such shares of capital
         stock or other equity interests, and there are no outstanding
         contractual obligations of the Company to repurchase, redeem or
         otherwise acquire any shares of its capital stock or other equity
         interests. There are no voting agreements or other similar arrangements
         with respect to the Common Stock to which the Company is a party. The
         description of the Company's stock option plans, employee stock
         purchase plans or similar arrangements, and the options or other rights
         granted and exercised thereunder, set forth in the SEC Documents
         accurately and fairly presents, in all material respects, the
         information required to be shown with respect to such plans,
         arrangements, options and rights. Except as described in the SEC
         Documents or as have been waived, no person or entity has the right to
         require the Company to register any securities of the Company under the
         Securities Act, whether on a demand basis or in connection with the
         registration of securities of the Company for its own account or for
         the account of any other person or entity. The issuance and sale of the
         Securities hereunder will not obligate the Company to issue shares of
         Common Stock or other securities to any other person or entity (other
         than the Purchasers) and will not result in the adjustment of the
         exercise, conversion, exchange or reset price of any outstanding
         security.

                           3.5      Authorization. The Securities have been duly
         authorized for issuance and sale to the Purchasers pursuant to this
         Agreement and, when issued and delivered by the Company against payment
         therefor in accordance with the terms of this Agreement, will be duly
         and validly issued and fully paid and nonassessable, and will be sold
         free and clear of any pledge, lien, security interest, encumbrance,
         claim or equitable interest. The Underlying Shares have been duly and
         validly authorized and reserved for issuance and, upon exercise of the
         Warrants in accordance with their terms, including payment of the
         exercise price therefore, the Underlying Shares will be validly issued,
         fully paid and nonassessable and will be sold free and clear of any
         pledge, lien, security interest, encumbrance, claim or equitable
         interest. No preemptive right, co-sale right, registration right, right
         of first refusal or other similar right of stockholders exists with
         respect to any of the Securities or the issuance and sale thereof,
         other than those that have been expressly waived prior to the date
         hereof, those that will have been expressly waived prior to the Closing
         Dates, and those that will automatically expire upon or will not apply
         to the consummation of the transactions contemplated on the Closing
         Dates. No further approval or authorization of any stockholder, the
         Board of Directors of the Company or others is required for the
         issuance and sale or transfer of the Securities, except as may be
         required (i) under state or other securities or blue sky laws or (ii)
         pursuant to the Registration Rights Agreement. The Company does not
         have a stockholder rights plan or other "poison pill" arrangement and
         no provision of the Company's Certificate of Incorporation or Bylaws
         that is or could reasonably be expected to become applicable to the
         Purchasers as a result of the transactions contemplated hereby.

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                           3.6      Accountants. PricewaterhouseCoopers LLP,
         whose report on the financial statements of the Company is filed with
         the SEC in the Company's Annual Report on Form 10-K for the year ended
         December 31, 2006, are independent registered public accountants as
         required by the Securities Act and the Rules and Regulations. Except as
         described in the SEC Documents and as preapproved in accordance with
         the requirements set forth in Section 10A of the Exchange Act, to the
         Company's knowledge, PricewaterhouseCoopers LLP has not engaged in any
         "prohibited activities" (as defined in Section 10A of the Exchange Act)
         on behalf of the Company.

                           3.7      Financial Statements. The financial
         statements of the Company contained in the SEC Documents, together with
         the related schedules and notes: (i) present fairly, in all material
         respects, the financial position of the Company as of the dates
         indicated and the results of operations and cash flows of the Company
         for the periods specified; (ii) have been prepared in compliance with
         requirements of the Securities Act and the Rules and Regulations and in
         conformity with generally accepted accounting principles in the United
         States applied on a consistent basis during the periods presented and
         present fairly, in all material respects, the information required to
         be stated therein (provided, however, that the statements that are
         unaudited are subject to normal year-end adjustments and do not contain
         certain footnotes required by generally accepted accounting
         principles); (iii) comply with the antifraud provisions of the federal
         securities laws; and (iv) describe accurately, in all material
         respects, the controlling principles used to form the basis for their
         presentation. There are no financial statements (historical or pro
         forma) and/or related schedules and notes that are required to be
         included in the SEC Documents that are not included as required by the
         Securities Act, the Exchange Act and/or the Rules and Regulations.

                           3.8      No Changes. Subsequent to December 31, 2006,
         except as otherwise described in the SEC Documents, there has not been
         (i) any change, development or event that would reasonably be expected
         to result, individually or in the aggregate, in a Material Adverse
         Effect, (ii) any transaction that is material to the Company, (iii) any
         obligation, direct or contingent, that is material to the Company,
         incurred by the Company, (iv) any change in the capital stock or
         outstanding indebtedness of the Company that is material to the
         Company, (v) any dividend or distribution of any kind declared, paid or
         made on the capital stock of the Company or (vi) any loss or damage
         (whether or not insured) to the property of the Company that has been
         sustained or will have been sustained that could reasonably be expected
         to have, individually or in the aggregate, a Material Adverse Effect.

                           3.9      Property.

                                    (a)      Except as set forth in the SEC
         Documents: (i) the Company has good and marketable title to all
         properties and assets described in the SEC Documents as owned by it
         free and clear of any pledge, lien, security interest, encumbrance,
         claim or equitable interest, whether imposed by agreement, contract,
         understanding, law, equity or otherwise, except for Permitted Liens (as
         defined below) or where any failure to have good and marketable title
         to such properties and assets, individually or in the aggregate, would
         not reasonably be expected to have, individually or in the aggregate, a
         Material Adverse Effect; and (ii) the Company has valid and enforceable
         leases, including without limitation any leases that are the subject of
         any sale and leaseback arrangement, for all properties described in the
         SEC Documents as

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         leased by it, except as the enforcement thereof may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws relating to or affecting creditors' rights generally or by
         general equitable principles. Except as set forth in the SEC Documents,
         the Company owns or leases all such properties as are necessary to its
         operations as now conducted or as proposed to be conducted. A
         "Permitted Lien" shall mean (i) liens for taxes not yet due, (ii)
         mechanics liens and similar liens for labor, materials or supplies
         incurred in the ordinary course of business for amounts that are not
         delinquent and (iii) any liens that individually or in the aggregate
         are not material.

                                    (b)      Except as described in the SEC
         Documents, to the Company's knowledge the Company owns or has valid,
         binding and enforceable licenses or other rights to use the patents and
         patent applications, inventions, copyrights, trademarks, service marks,
         trade names, service names, technology or know-how (including trade
         secrets and other unpatented and/or unpatentable proprietary rights and
         excluding generally commercially available "off the shelf" software
         programs licensed pursuant to shrink wrap or "click and accept"
         licenses) necessary to conduct its business in the manner described in
         the SEC Documents (collectively, the "Company Intellectual Property"),
         except for any Company Intellectual Property the absence of which,
         individually or in the aggregate, would not reasonably be expected to
         have a Material Adverse Effect. The Company Intellectual Property is
         free and clear of any pledge, lien, security interest, encumbrance,
         claim or equitable interest, whether imposed by agreement, contract,
         understanding, law, equity or otherwise, except for Permitted Liens or
         where any failure to have such adequate licenses or other rights of use
         to such Intellectual Property, individually or in the aggregate, would
         not reasonably be expected to have, individually or in the aggregate, a
         Material Adverse Effect or except as described in the SEC Documents.
         The Company is not obligated to pay a royalty, grant a license or
         provide other consideration to any third party in connection with the
         Company Intellectual Property other than as disclosed in the SEC
         Documents or except as could not reasonably be expected to have a
         Material Adverse Effect. Except as disclosed in the SEC Documents or as
         could not reasonably be expected to have a Material Adverse Effect, (i)
         the Company has not received any notice of infringement or conflict
         with asserted rights of others with respect to any Company Intellectual
         Property, (ii) the conduct of the business of the Company in the manner
         described in the SEC Documents does not and will not, to the knowledge
         of the Company, infringe, interfere or conflict with any valid issued
         patent claim or other intellectual property right of any third party
         known to the Company and (iii) no third party, including any academic
         or governmental organization, possesses rights to the Company
         Intellectual Property which, if exercised, would enable such party to
         develop products competitive to those of the Company. Except as
         disclosed in the SEC Documents, the Company has not received any notice
         or has any knowledge of (i) any potential infringement or
         misappropriation by others of the Company Intellectual Property or (ii)
         any intellectual property of others that potentially conflicts or
         interferes with the Company Intellectual Property, that would
         reasonably be expected to have, individually or in the aggregate, a
         Material Adverse Effect. To the Company's knowledge, no claim of any
         patent or patent application (assuming the claims of patent
         applications issue as currently pending) included in the Company
         Intellectual Property is unenforceable or invalid, except for such
         unenforceability or invalidity that would not reasonably be expected to

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         result, individually or in the aggregate, in a Material Adverse Effect
         or except as described in the SEC Documents. Each former and current
         employee and independent contractor of the Company has signed and
         delivered one or more written contracts with the Company pursuant to
         which such employee or independent contractor assigns to the Company
         all of his, her or its rights in and to any inventions, discoveries,
         improvements, works of authorship, know-how or information made,
         conceived, reduced to practice, authored or discovered in the course of
         employment by or performance of services for the Company and any and
         all patent rights, copyrights, trademark and other intellectual
         property rights therein or thereto.

                           3.10     Tax Returns. The Company has timely filed
         all federal, state and foreign income and franchise tax returns
         required to be filed by the Company on or prior to the date hereof, and
         has paid all taxes shown thereon as due, and there is no tax deficiency
         that has been or, to the Company's knowledge, might be asserted against
         the Company that could reasonably be expected to have a Material
         Adverse Effect. All tax liabilities are adequately provided for on the
         books of the Company.

                           3.11     Internal Controls. The Company has
         established and maintains a system of internal accounting controls
         sufficient to provide reasonable assurances that: (i) transactions are
         executed in accordance with management's general or specific
         authorization; (ii) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with generally
         accepted accounting principles in the United States and to maintain
         accountability for assets; (iii) access to assets is permitted only in
         accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with existing
         assets at reasonable intervals and appropriate action is taken with
         respect to any differences.

                           3.12     Audit Committee. The Company's Board of
         Directors has validly appointed an Audit Committee whose composition
         satisfies the requirements of Rule 4350(d)(2) of the Rules of the NASD
         (the "NASD Rules") and the Board of Directors and/or the Audit
         Committee has adopted a charter that satisfies the requirements of Rule
         4350(d)(1) of the NASD Rules. The Audit Committee has reviewed the
         adequacy of its charter within the past 12 months.

                           3.13     Disclosure Controls. The Company has
         established and maintains disclosure controls and procedures (as such
         term is defined in Rules 13a-15 and 15d-15 under the Exchange Act).
         Since the date of the most recent evaluation of such disclosure
         controls and procedures, there have been no significant changes in
         internal controls or in other factors that could significantly affect
         internal controls, including any corrective actions with regard to
         significant deficiencies and material weaknesses. The Company is in
         compliance in all material respects with all provisions currently in
         effect and applicable to the Company of the Sarbanes-Oxley Act of 2002,
         and all rules and regulations promulgated thereunder or implementing
         the provisions thereof.

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                           3.14     Insurance. The Company maintains insurance
         with insurers of recognized financial responsibility of the types and
         in the amounts it reasonably believes to be adequate for its business
         and consistent with insurance coverage maintained by similar companies
         in similar businesses, including, but not limited to, insurance
         covering the acts and omissions of directors and officers, real and
         personal property owned or leased by the Company against theft, damage,
         destruction, acts of vandalism and all other risks customarily insured
         against, all of which insurance is in full force and effect; and the
         Company has no reason to believe that it will not be able to renew its
         existing insurance coverage as and when such coverage expires or to
         obtain similar coverage from similar insurers as may be necessary to
         continue its business at a cost that would not reasonably be expected
         to have a Material Adverse Effect.

                           3.15     Losses. The Company has not sustained since
         December 31, 2006 any losses or interferences with its business from
         fire, explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, other than any losses or interferences which could not
         reasonably be expected to have, individually or in the aggregate, a
         Material Adverse Effect.

                           3.16     Labor Disputes. No labor dispute with
         employees of the Company exists or, to the Company's knowledge, is
         imminent which could reasonably be expected to have a Material Adverse
         Effect. No collective bargaining agreement exists with any of the
         Company's employees and, to the Company's knowledge, no such agreement
         is imminent.

                           3.17     NASDAQ Global Market. The Common Stock is
         registered pursuant to Section 12(g) of the Exchange Act and is listed
         on the NASDAQ Global Market, and the Company has taken no action
         designed to, or likely to have the effect of, terminating the
         registration of the Common Stock under the Exchange Act or delisting
         the Common Stock from the NASDAQ Global Market. Except as disclosed in
         the Company's Form 8-K filed on May 10, 2005, the Company has not
         received any notification that the SEC or the NASDAQ Stock Market LLC
         is contemplating terminating such registration or listing. The Company
         has taken all actions necessary to list the Securities for quotation on
         the NASDAQ Global Market. The Company is in compliance with all
         corporate governance requirements of the NASDAQ Global Market except
         for such non-compliance as would not, individually or in the aggregate,
         have a Material Adverse Effect. The Company shall comply with all
         requirements of the NASD with respect to the issuance of the Shares and
         the listing of the Shares on the NASDAQ Global Market and such other
         securities exchange or automated quotation system, as applicable. The
         sale and issuance of the Securities does not require stockholder
         approval, including, without limitation, pursuant to the NASD Rules.

                           3.18     Investment Company. The Company is not and,
         after giving effect to the offering and sale of the Securities, will
         not be an "investment company," as such term is defined in the
         Investment Company Act of 1940, as amended.

                                      -10-
<PAGE>

                           3.19     Offering Materials. Other than the SEC
         Documents and the Operative Agreements (collectively, the "Offering
         Materials"), the Company has not distributed and, prior to the Closing
         Dates, will not distribute, any offering materials in connection with
         the offering and sale of the Securities. The Company has not in the
         past nor will it hereafter take any action to sell, offer for sale or
         solicit offers to buy any securities of the Company which would require
         the offer, issuance or sale of the Shares, as contemplated by this
         Agreement, to be registered under Section 5 of the Securities Act
         (other than pursuant to the Registration Rights Agreement).

                           3.20     No Manipulation of Stock. Neither the
         Company nor, to its knowledge, any of its affiliates has taken,
         directly or indirectly, any action designed to or which has constituted
         or which would reasonably be expected to cause or result, under the
         Exchange Act or otherwise, in the stabilization or manipulation of the
         price of any security of the Company to facilitate the sale or resale
         of the Securities.

                           3.21     ERISA. The Company is in compliance in all
         material respects with all currently applicable provisions of the
         Employee Retirement Income Security Act of 1974, as amended, including
         the regulations and published interpretations thereunder ("ERISA"),
         except where a failure to so comply could not reasonably be expected to
         have, individually or in the aggregate, a Material Adverse Effect; to
         the Company's knowledge, no unwaivable "reportable event" (as defined
         in ERISA) has occurred with respect to any "pension plan" (as defined
         in ERISA) for which the Company would have any liability; the Company
         has not incurred and does not expect to incur any material liability
         under (i) Title IV of ERISA with respect to termination of, or
         withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the
         Internal Revenue Code of 1986, as amended, including the regulations
         and published interpretations thereunder (the "Code"); and each
         "pension plan" for which the Company would have any liability that is
         intended to be qualified under Section 401(a) of the Code is so
         qualified in all material respects and nothing has occurred, whether by
         action or by failure to act, which would cause the loss of such
         qualification.

                           3.22     Environmental. Except as set forth in the
         SEC Documents: (i) the Company is in material compliance with all
         rules, laws and regulations relating to the use, treatment, storage and
         disposal of toxic substances and protection of health or the
         environment ("Environmental Laws") which are applicable to its
         business; (ii) the Company has not received any notice from any
         governmental authority or third party of an asserted claim under
         Environmental Laws, which claim is required to be disclosed in the SEC
         Documents; (iii), to the Company's knowledge, the Company is not
         currently required to make future material capital expenditures to
         comply with Environmental Laws; and (iv) to the Company's knowledge, no
         property that is owned, leased or occupied by the Company has been
         designated a Superfund site pursuant to the Comprehensive Response,
         Compensation and Liability Act of 1980, as amended (42 U.S.C. Section
         9601, et seq.), or otherwise designated as a contaminated site under
         applicable state or local law.

                           3.23     Outstanding Loans to Officers or Directors.
         There are no outstanding loans, advances (except normal advances for
         business expenses in the ordinary course of business) or guarantees of
         indebtedness by the Company to or for the benefit of any of the
         officers or directors of the Company or any of the members of the
         families of any of them.

                                      -11-
<PAGE>

                           3.24     Regulatory Compliance.

                                    (a)      The Company possess all
         certificates, authorizations and permits issued by the appropriate
         federal, state or foreign regulatory authorities necessary to conduct
         its business as currently conducted, including without limitation all
         such certificates, authorizations and permits required by the United
         States Food and Drug Administration (the "FDA") or any other federal,
         state or foreign agencies or bodies engaged in the regulation of
         pharmaceuticals or biohazardous materials, except where the failure to
         so possess such certificates, authorizations and permits, individually
         or in the aggregate, would not result in a Material Adverse Effect or
         except as disclosed in the SEC Documents. The Company has not received
         any notice of proceedings relating to the revocation or modification of
         any such certificate, authorization or permit which, individually or in
         the aggregate, if the subject of an unfavorable decision, ruling or
         finding, would have a Material Adverse Effect.

                                    (b)      Except to the extent disclosed in
         the SEC Documents, the Company has not received any written notices or
         statements from the FDA, the European Medicines Agency (the "EMEA") or
         any other governmental agency, and otherwise has no knowledge or reason
         to believe, that (i) any new drug application or marketing
         authorization application for any product or potential product of the
         Company is or has been rejected or determined to be non-approvable or
         conditionally approvable; and (ii) any license, approval, permit or
         authorization to conduct any clinical trial of or market any product or
         potential product of the Company has been, will be or may be suspended
         or revoked, except in the cases of clauses (i) and (ii) where such
         rejections, determinations, delays, requests, suspensions, revocations,
         modifications or limitations could not reasonably be expected to have,
         individually or in the aggregate, a Material Adverse Effect.

                                    (c)      To the Company's knowledge, the
         preclinical and clinical testing, application for marketing approval
         of, manufacture, distribution, promotion and sale of the products and
         potential products of the Company is in compliance, in all material
         respects, with all laws, rules and regulations applicable to such
         activities, including without limitation applicable good laboratory
         practices, good clinical practices and good manufacturing practices,
         except for such non-compliance as would not, individually or in the
         aggregate, have a Material Adverse Effect. The descriptions of the
         results of such tests and trials contained in the SEC Documents are
         accurate in all material respects. Except to the extent disclosed in
         the SEC Documents, the Company has not received notice of adverse
         finding, warning letter or clinical hold notice from the FDA or any
         non-U.S. counterpart of any of the foregoing, or any untitled letter or
         other correspondence or notice from the FDA or any other governmental
         authority or agency or any institutional or ethical review board
         alleging or asserting noncompliance with any law, rule or regulation
         applicable in any jurisdiction, except notices, letters and
         correspondence and non-U.S. counterparts thereof alleging or asserting
         such noncompliance as would not, individually or in the aggregate, have
         a Material Adverse Effect. The Company has not, either voluntarily or
         involuntarily, initiated, conducted or issued, or caused to be
         initiated, conducted or issued, any recall, field correction, market
         withdrawal or replacement, safety alert, warning, "dear doctor" letter,
         investigator

                                      -12-
<PAGE>

         notice, or other notice or action relating to an alleged or potential
         lack of safety or efficacy of any product or potential product of the
         Company, or any violation of any material applicable law, rule,
         regulation or any clinical trial or marketing license, approval, permit
         or authorization for any product or potential product of the Company,
         except such notices or actions as would not, individually or in the
         aggregate, have a Material Adverse Effect.

                           3.25     Lock-Up Agreements. The Company has caused
         each person listed on Schedule I hereto to furnish to the Placement
         Agent (as defined herein), on or prior to the date of this Agreement, a
         letter or letters, in form and substance reasonably satisfactory to the
         Placement Agent (the "Lock-up Agreements"), pursuant to which such
         person shall agree not to, directly or indirectly, for a period (the
         "Lock-up Period") commencing on the date of this Agreement and ending
         on the Effectiveness Date of the Initial Registration Statement (as
         such terms are defined in the Registration Rights Agreement), offer,
         sell, pledge, contract to sell, grant any option to purchase, grant a
         security interest in, hypothecate or otherwise sell or dispose of
         (collectively, a "Transfer") any shares of Common Stock (including
         without limitation, shares of Common Stock that may be deemed to be
         beneficially owned by such person in accordance with the Rules and
         Regulations and shares of Common Stock that may be issued upon the
         exercise of a stock option or warrant) or any securities convertible
         into, derivative of or exchangeable or exercisable for Common Stock
         (collectively, "Covered Securities"), owned directly by such person or
         as to which such person has the power of disposition, in any such case
         whether owned as of the date of such letter or acquired thereafter,
         except for such Transfers that are expressly permitted by the Lock-up
         Agreements. The foregoing restrictions have been expressly agreed to
         preclude the holder of the Covered Securities from engaging in any
         hedging or other transaction, as more fully described in the Lock-up
         Agreements. Furthermore, such person has also agreed and consented to
         the entry of stop transfer instructions with the Company's transfer
         agent against the transfer of the Covered Securities held by such
         person except in compliance with this restriction. The Company hereby
         represents and warrants that it will not release, prior to the
         expiration of the Lock-up Period, any of its officers from any Lock-up
         Agreements currently existing or hereafter effected without the prior
         written consent of Pacific Growth Equities, LLC.

                           3.26     SEC Documents. The Company has made
         available to each Purchaser, a true and complete copy of the Company's
         Annual Report on Form 10-K for the year ended December 31, 2006, each
         current report on Form 8-K (except for the information deemed to be
         furnished and not filed therewith), and definitive proxy statement,
         filed by the Company with the SEC during the period commencing on
         January 1, 2007 and ending on the date hereof. The Company will,
         promptly upon the filing thereof, also make available to each Purchaser
         all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
         definitive proxy statements filed by the Company with the SEC during
         the period commencing on the date hereof and ending on the Closing
         Dates (all such materials required to be furnished to each Purchaser
         pursuant to this sentence or pursuant to the next preceding sentence of
         this Section 3.26 being called, collectively, the "SEC Documents"). The
         Company has filed in a timely manner all documents that the Company was
         required to file under the Exchange Act

                                      -13-
<PAGE>

         during the 12 months preceding the date of this Agreement. As of their
         respective filing dates, the SEC Documents complied or, when filed will
         comply in all material respects with the requirements of the Exchange
         Act or the Securities Act, as applicable, and none of the SEC Documents
         contained or, when filed, will contain any untrue statement of a
         material fact or omitted or, when filed, will omit to state a material
         fact required to be stated therein or necessary in order to make the
         statements made therein, in light of the circumstances under which they
         were made, not misleading, as of their respective filing dates, except
         to the extent corrected by a subsequently filed SEC Document.

                           3.27     Brokers or Finders. Except for Pacific
         Growth Equities, LLC, the Company has not dealt with any broker or
         finder in connection with the transactions contemplated by this
         Agreement, and, except for certain fees and expenses payable by the
         Company to Pacific Growth Equities, LLC, the Company has not incurred,
         and shall not incur, directly or indirectly, any liability for any
         brokerage or finders' fees or agents commissions or any similar charges
         in connection with this Agreement or any transaction contemplated
         hereby.

                           3.28     No Integrated Offering. Neither the Company,
         nor any of its affiliates, nor any person acting on its or their
         behalf, has directly or indirectly made any offers or sales of any
         security or solicited any offers to buy any security under
         circumstances within the prior six months that would require
         registration under the Securities Act of the issuance of the Securities
         to the Purchasers.

                           3.29     No General Solicitation. Neither the Company
         nor, to the knowledge of the Company, any person acting for the
         Company, has conducted any "general solicitation" (as such term is
         defined in Regulation D) with respect to any of the Securities being
         offered hereby. The Company will not distribute any offering material
         in connection with the sale of the Securities prior to the Closing
         Dates, other than this Agreement, the Registration Rights Agreement and
         the SEC Documents.

                           3.30     Private Placement. The offer and sale of the
         Securities to the Purchasers as contemplated hereby is exempt from the
         registration requirements of the Securities Act.

                           3.31     S-3 Eligibility. The Company is eligible to
         use Form S-3 to register the Registrable Securities (as such term is
         defined in the Registration Rights Agreement) for sale by the
         Purchasers as contemplated by the Registration Rights Agreement.

                           3.32     Disclosures. Neither the Company nor any
         person or entity acting on its behalf has provided the Purchasers or
         their agents or counsel with any information that constitutes or might
         constitute material, non-public information, other than the terms of
         the transactions contemplated hereby, except as has been provided
         pursuant to confidentiality agreements with certain of the Purchasers
         or as has been acquired by certain Purchasers in the ordinary course of
         the performance of their duties as employees or directors of the
         Company.

                                      -14-
<PAGE>

         4.       Representations and Warranties of the Purchasers. Each
                  ------------------------------------------------
Purchaser severally for itself, and not jointly with the other Purchasers,
represents and warrants to the Company as follows:

                           4.1      Authorization. All action on the part of
         such Purchaser and, if applicable, its officers, directors and
         shareholders necessary for the authorization, execution, delivery and
         performance of the Operative Agreements and the consummation of the
         transactions contemplated herein and therein has been taken. When
         executed and delivered, each of the Operative Agreements will
         constitute the legal, valid and binding obligation of such Purchaser,
         enforceable against such Purchaser in accordance with its terms, except
         as such may be limited by bankruptcy, insolvency, reorganization or
         other laws affecting creditors' rights generally and by general
         equitable principles. Such Purchaser has all requisite corporate power
         to enter into each of the Operative Agreements and to carry out and
         perform its obligations under the terms of the Operative Agreements.
         Such Purchaser has the knowledge and experience in financial and
         business matters as to be capable of evaluating the merits and risks of
         an investment in the Securities and has the ability to bear the
         economic risks of an investment in the Securities for an indefinite
         period of time.

                           4.2      Purchase Entirely for Own Account. Such
         Purchaser is acquiring the Securities being purchased by it hereunder
         for investment, for its own account, and not for resale or with a view
         to distribution thereof in violation of the Securities Act. Such
         Purchaser has not entered into an agreement or understanding with any
         other party to resell or distribute such Securities.

                           4.3      Investor Status; Etc. Such Purchaser
         certifies and represents to the Company that it is now, and at the time
         such Purchaser acquires any of the Securities, such Purchaser will be,
         an "Accredited Investor" as defined in Rule 501 of Regulation D
         promulgated under the Securities Act and was not organized for the
         purpose of acquiring the Securities. Such Purchaser's financial
         condition is such that it is able to bear the risk of holding the
         Securities for an indefinite period of time and the risk of loss of its
         entire investment. Such Purchaser has received, reviewed and considered
         all information it deems necessary in making an informed decision to
         make an investment in the Securities and has been afforded the
         opportunity to ask questions of and receive answers from the management
         of the Company concerning this investment and has sufficient knowledge
         and experience in investing in companies similar to the Company in
         terms of the Company's stage of development so as to be able to
         evaluate the risks and merits of its investment in the Company.

                           4.4      Shares Not Registered. Such Purchaser
         understands that the Securities have not been registered under the
         Securities Act, by reason of their issuance by the Company in a
         transaction exempt from the registration requirements of the Securities
         Act, and that the Securities must continue to be held by such Purchaser
         unless a subsequent disposition thereof is registered under the
         Securities Act or is exempt from such registration. The Purchaser
         understands that the exemptions from registration afforded by Rule 144
         (the provisions of which are known to it) promulgated under the
         Securities Act depend on the satisfaction of various conditions, and
         that, if applicable, Rule 144 may afford the basis for sales only in
         limited amounts.

                                      -15-
<PAGE>

                           4.5      No Conflict. The execution and delivery of
         the Operative Agreements by such Purchaser and the consummation of the
         transactions contemplated hereby and thereby will not conflict with or
         result in any violation of or default by such Purchaser (with or
         without notice or lapse of time, or both) under, or give rise to a
         right of termination, cancellation or acceleration of any obligation or
         to a loss of a material benefit under (i) any provision of the
         organizational documents of such Purchaser, (ii) any material agreement
         or instrument, permit, franchise, or license or (iii) any judgment,
         order, statute, law, ordinance, rule or regulations, applicable to such
         Purchaser or its respective properties or assets.

                           4.6      Brokers. Such Purchaser has not retained,
         utilized or been represented by any broker or finder in connection with
         the transactions contemplated by this Agreement.

                           4.7      Consents. All consents, approvals, orders
         and authorizations required on the part of such Purchaser in connection
         with the execution, delivery or performance of this Agreement and the
         consummation of the transactions contemplated herein have been obtained
         and are effective as of the First Closing.

                           4.8      Acknowledgments Regarding Placement Agent.
         Each Purchaser acknowledges that Pacific Growth Equities, LLC is acting
         as placement agent (the "Placement Agent") for the Securities being
         offered hereby and will be compensated by the Company for acting in
         such capacity. Each Purchaser further acknowledges that the Placement
         Agent has acted solely as placement agent for the Company in connection
         with the offering of the Securities by the Company, that if the
         Placement Agent provided any information and data to such Purchaser in
         connection with the transactions contemplated hereby, that such
         information and data have not been subjected to independent
         verification by the Placement Agent, and that the Placement Agent makes
         no representation or warranty with respect to the accuracy or
         completeness of such information, data or other related disclosure
         material. Each Purchaser further acknowledges that in making its
         decision to enter into this Agreement and purchase the Securities it
         has relied on its own examination of the Company and the terms of, and
         consequences, of holding the Securities. The Purchaser agrees that
         neither the Placement Agent nor any of its controlling persons,
         Affiliates, directors, officers, employees or consultants shall have
         any liability to the Purchaser or any person asserting claims on behalf
         of or in right of the Purchaser for any losses, claims, damages,
         liabilities or expenses arising out of or relating to this Agreement or
         the Purchaser's purchase of Securities. Each Purchaser further
         acknowledges that the provisions of this Section 4.8 are also for the
         benefit of, and may also be enforced by, the Placement Agent.

                                      -16-
<PAGE>

                           4.9      Information. Each Purchaser and its
         advisors, if any, have been furnished with all materials relating to
         the business, finances and operations of the Company, and materials
         relating to the offer and sale of the Securities, if any, that have
         been requested by the Purchaser or its advisors, if any. The Purchaser
         and its advisors, if any, have been afforded the opportunity to ask
         questions of the Company. The Purchaser acknowledges and understands
         that its investment in the Securities involves a significant degree of
         risk, including the risks reflected in the SEC Documents.

                           4.10     No Public Offering. Such Purchaser has not
         received any information relating to the Securities or the Company, and
         is not purchasing the Securities as a result of, any form of general
         solicitation or general advertising, including but not limited to, any
         advertisement, article, notice or other communication published in any
         newspaper, magazine or similar media or broadcast over television or
         radio or pursuant to any seminar or meeting whose attendees were
         invited by any general solicitation or general advertising.

                           4.11     Short Positions; Certain Trading
         Limitations. Such Purchaser will not, at any time, use any of the
         Securities acquired pursuant to this Agreement to cover any short
         position in the Common Stock if doing so would be in violation of
         applicable securities laws. The Purchaser (i) represents that on and
         from the date the Purchaser first became aware of the offering of the
         Shares until the date hereof neither it nor anyone acting on its behalf
         has engaged in and (ii) covenants that for the period commencing on the
         date hereof and ending on the earlier to occur of (A) the Company's
         issuance of a press release disclosing the transactions contemplated
         hereby and (B) the Company's filing of a Current Report on Form 8-K
         disclosing the transactions contemplated hereby, neither it nor anyone
         acting on its behalf will, engage in any hedging or other transaction
         which is designed to or could reasonably be expected to lead to or
         result in, or be characterized as, a sale, an offer to sell, a
         solicitation of offers to buy, disposition of, loan, pledge or grant of
         any right with respect to (collectively, a "Disposition") the Common
         Stock of the Company by the Purchaser or any person or entity. Such
         prohibited hedging or other transaction would include without
         limitation effecting any short sale (whether or not such sale or
         position is "against the box") or any purchase, sale or grant of any
         right (including without limitation any put or call option) with
         respect to the Common Stock of the Company or with respect to any
         security (other than a broad-based market basket or index) that
         includes, relates to or derives any significant part of its value from
         the Common Stock of the Company.

                           4.12     Broker-dealer. The Purchaser is not a
         broker-dealer. If the Purchaser is an affiliate of a broker-dealer, the
         Purchaser is acquiring the Shares in the ordinary course of its
         business.

                           4.13     Affiliates. To the knowledge of the
         Purchaser, the Purchaser is not an affiliate of the Company, except as
         otherwise disclosed such Purchaser's Investor Questionnaire.

         5.       Conditions Precedent.
                  --------------------

                           5.1      Conditions to the Obligation of the
         Purchasers to Consummate the Closings. The obligation of each Purchaser
         to consummate the First Closing and the Additional Closing and to
         purchase and pay for the Securities being purchased by it pursuant to
         this Agreement is subject to the satisfaction of the following
         conditions precedent:

                                      -17-
<PAGE>

                                    (a)      The representations and warranties
         of the Company contained herein shall be true and correct on and as of
         the Closing Dates with the same force and effect as though made on and
         as of the Closing Dates (it being understood and agreed by each
         Purchaser that, in the case of any representation and warranty of the
         Company contained herein which is not hereinabove qualified by
         application thereto of a materiality standard, such representation and
         warranty need be true and correct only in all material respects in
         order to satisfy as to such representation or warranty the condition
         precedent set forth in the foregoing provisions of this Section
         5.1(a)).

                                    (b)      The Registration Rights Agreement
         shall have been executed and delivered by the Company.

                                    (c)      The Company shall not have been
         adversely affected in any material way prior to the Closing Dates; and
         the Company shall have performed all obligations and conditions herein
         required to be performed or observed by the Company on or prior to the
         Closing Dates.

                                    (d)      The Company shall have filed with
         Nasdaq a true and complete Notification Form: Listing of Additional
         Shares covering the Shares and the Underlying Shares.

                                    (e)      No proceeding challenging this
         Agreement or the transactions contemplated hereby, or seeking to
         prohibit, alter, prevent or materially delay the First Closing or the
         Additional Closing, shall have been instituted before any court,
         arbitrator or governmental body, agency or official and shall be
         pending.

                                    (f)      The purchase of and payment for the
         Securities by the Purchasers shall not be prohibited by any law or
         governmental order or regulation. All necessary consents, approvals,
         licenses, permits, orders and authorizations of, or registrations,
         declarations and filings with, any governmental or administrative
         agency or of any other person with respect to any of the transactions
         contemplated hereby shall have been duly obtained or made and shall be
         in full force and effect.

                                    (g)      The Company shall have obtained and
         delivered to the Purchasers the Lock-up Agreements referred to in
         Section 3.25 hereof.

                                    (h)      A minimum of 80% of the funds to be
         received by the Company shall have been received as payment for shares
         of Common Stock in accordance with this Agreement.

                                    (i)      All instruments and corporate
         proceedings in connection with the transactions contemplated by this
         Agreement to be consummated at the First Closing and the Additional
         Closing shall be reasonably satisfactory in form and substance to such
         Purchaser, the Purchasers shall have received an opinion of legal
         counsel to the Company substantially in the form of Exhibit C attached
         hereto, and such Purchaser shall have received such certificates of the
         Company's officers as such Purchaser may have reasonably requested in
         connection with such transactions.

                                      -18-
<PAGE>

                                    (j)      No stop order or suspension of
         trading shall have been imposed by Nasdaq, the SEC or any other
         governmental or regulatory body with respect to public trading in the
         Common Stock.

                           5.2      Conditions to the Obligation of the Company
         to Consummate the Closings. The obligation of the Company to consummate
         the First Closing and the Additional Closing and to issue and sell to
         each of the Purchasers the Securities to be purchased by it at the
         First Closing and the Additional Closing is subject to the satisfaction
         of the following conditions precedent:

                                    (a)      The representations and warranties
         contained herein of such Purchaser shall be true and correct on and as
         of the Closing Dates with the same force and effect as though made on
         and as of the Closing Dates (it being understood and agreed by the
         Company that, in the case of any representation and warranty of each
         Purchaser contained herein which is not hereinabove qualified by
         application thereto of a materiality standard, such representation and
         warranty need be true and correct only in all material respects in
         order to satisfy as to such representation or warranty the condition
         precedent set forth in the foregoing provisions of this Section
         5.2(a)).

                                    (b)      The Registration Rights Agreement
         shall have been executed and delivered by each Purchaser.

                                    (c)      The Purchasers shall have performed
         all obligations and conditions herein required to be performed or
         observed by the Purchasers on or prior to the Closing Dates.

                                    (d)      No proceeding challenging this
         Agreement or the transactions contemplated hereby, or seeking to
         prohibit, alter, prevent or materially delay the First Closing or the
         Additional Closing, shall have been instituted before any court,
         arbitrator or governmental body, agency or official and shall be
         pending.

                                    (e)      The sale of the Securities by the
         Company shall not be prohibited by any law or governmental order or
         regulation. All necessary consents, approvals, licenses, permits,
         orders and authorizations of, or registrations, declarations and
         filings with, any governmental or administrative agency or of any other
         person with respect to any of the transactions contemplated hereby
         shall have been duly obtained or made and shall be in full force and
         effect.

                                    (f)      Each of the Purchasers shall have
         executed and delivered to the Company an Investor Questionnaire, in the
         form attached hereto as Appendix I, pursuant to which each such
         Purchaser shall provide information necessary to confirm each such
         Purchaser's status as an "accredited investor" (as such term is defined
         in Rule 501 promulgated under the Securities Act) and to enable the
         Company to comply with the Registration Rights Agreement.

                                      -19-
<PAGE>

                                    (g)      Each of the other Purchasers shall
         have purchased, in accordance with this Agreement, the number of shares
         of Common Stock set forth opposite its name under the heading "Number
         of Shares to be Purchased" and the number of Warrants set forth
         opposite its name on Exhibit A.

                                    (h)      All instruments and corporate
         proceedings in connection with the transactions contemplated by this
         Agreement to be consummated at the First Closing and the Additional
         Closing shall be satisfactory in form and substance to the Company, and
         the Company shall have received counterpart originals, or certified or
         other copies of all documents, including without limitation records of
         corporate or other proceedings, which it may have reasonably requested
         in connection therewith.

         6.       Transfer, Legends.
                  -----------------

                           6.1      Securities Law Transfer Restrictions.

                                    (a)      Each Purchaser understands that the
         Securities have not been registered under the Securities Act or any
         state securities laws, and each Purchaser agrees that it will not make
         a Disposition of Securities nor will such Purchaser engage in any
         hedging or other transaction which is designed to or could be
         reasonably expected to lead to or result in a Disposition of Securities
         by such Purchaser or any other person or entity unless (a) the resale
         of the Securities is registered under the Securities Act, or (b) such
         registration is not required under the Securities Act or any applicable
         state securities law due to the applicability of an exemption
         therefrom. In that connection, such Purchaser is aware of Rule 144
         under the Securities Act and the restrictions imposed thereby. Such
         Purchaser acknowledges and agrees that no sales of the Securities may
         be made under a registration statement filed by the Company pursuant to
         the Registration Rights Agreement ("Registration Statement") and that
         the Securities are not transferable on the books of the Company unless
         the certificate submitted to the transfer agent evidencing the
         Securities is accompanied by a separate Purchaser's Certificate of
         Subsequent Sale: (i) in the form of Exhibit D hereto; (ii) executed by
         an officer of, or other authorized person designated by, the Purchaser;
         and (iii) to the effect that (A) the shares have been sold in
         accordance with a Registration Statement, the Securities Act and any
         applicable state securities or blue sky laws, and (B) if the Company
         has advised the Purchaser in writing that the Company no longer meets
         the conditions for the use of Rule 172 and as a result the Purchaser is
         required to deliver a prospectus in connection with such sale, that the
         requirement of delivering a current prospectus has been satisfied. Such
         prohibited hedging or other transactions would include, without
         limitation, effecting any short sale or having in effect any short
         position (whether or not such sale or position is against the box and
         regardless of when such position was entered into) or any purchase,
         sale or grant of any right (including, without limitation, any put or
         call option) with respect to the Securities or with respect to any
         security (other than a broad-based market basket or index) that
         includes, relates to or derives any significant part of its value from
         the Securities.

                                      -20-
<PAGE>

                                    (b)      Each Purchaser acknowledges that no
         action has been or will be taken in any jurisdiction outside the United
         States by the Company or the Placement Agent that would permit an
         offering of the Securities, or possession or distribution of offering
         materials in connection with the issue of Securities, in any
         jurisdiction outside of the United States where action for that purpose
         is required. Each Purchaser outside the United States will comply with
         all applicable laws and regulations in each foreign jurisdiction in
         which it purchases, offers, sells or delivers Securities or has in its
         possession or distributes any offering material, in all cases at its
         own expense. The Placement Agent is not authorized to make any
         representation or use any information in connection with the issue,
         placement, purchase and sale of the Securities.

                                    (c)      Each Purchaser hereby covenants
         with the Company not to make any sale of the Securities without
         complying with the provisions of the Operative Agreements and such
         Purchaser acknowledges that the certificates evidencing the Shares and
         each Warrant will be imprinted with a legend that prohibits their
         transference except in accordance therewith. Each Purchaser
         acknowledges that there may occasionally be times when the Company,
         based on the advice of its counsel, determines that it must suspend a
         Registration Statement, until such time as an amendment to a
         Registration Statement has been filed by the Company and declared
         effective by the SEC or until the Company has amended or supplemented
         such Prospectus.

                           6.2      Legends.

                                    (a)      Each certificate requesting any of
         the Shares shall be endorsed with the legends set forth below, and each
         Purchaser covenants that, except to the extent such restrictions are
         waived by the Company, it shall not transfer the shares represented by
         any such certificate without complying with the restrictions on
         transfer described in this Agreement and the legends endorsed on such
         certificate:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
                  OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE
                  DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
                  FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE
                  COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS
                  EXEMPT FROM SAID ACT."

                                    (b)      Upon the earlier of (i)
         registration for resale pursuant to the Registration Rights Agreement
         or (ii) Rule 144(k) becoming available the Company shall (A) deliver to
         the transfer agent for the Common Stock (the "Transfer Agent")
         irrevocable instructions that the Transfer Agent shall reissue a
         certificate representing shares of Common Stock without legends upon
         receipt by such Transfer Agent of the legended certificates for such
         shares, together with either (1) a customary representation by the
         Purchaser that Rule 144(k) applies to the shares of Common Stock
         represented thereby or (2) a Purchaser's Certificate of Subsequent Sale
         in the form of Exhibit D

                                      -21-
<PAGE>

         hereto, and (B) cause its counsel to deliver to the Transfer Agent one
         or more blanket opinions to the effect that the removal of such legends
         in such circumstances may be effected under the Securities Act. From
         and after the earlier of such dates, upon a Purchaser's written
         request, the Company shall promptly cause certificates evidencing the
         Purchaser's Securities to be replaced with certificates which do not
         bear such restrictive legends, and Underlying Shares subsequently
         issued upon due exercise of the Warrants shall not bear such
         restrictive legends provided the provisions of either clause (i) or
         clause (ii) above, as applicable, are satisfied with respect to such
         Underlying Shares. When the Company is required to cause an unlegended
         certificate to replace a previously issued legended certificate, if:
         (1) the unlegended certificate is not delivered to a Purchaser within
         three (3) Business Days of submission by that Purchaser of a legended
         certificate and supporting documentation to the Transfer Agent as
         provided above and (2) prior to the time such unlegended certificate is
         received by the Purchaser, the Purchaser, or any third party on behalf
         of such Purchaser or for the Purchaser's account, purchases (in an open
         market transaction or otherwise) shares of Common Stock to deliver in
         satisfaction of a sale by the Purchaser of shares represented by such
         certificate (a "Buy-In"), then the Company shall pay in cash to the
         Purchaser (for costs incurred either directly by such Purchaser or on
         behalf of a third party) the amount by which the total purchase price
         paid for Common Stock as a result of the Buy-In (including brokerage
         commissions, if any) exceeds the proceeds received by such Purchaser as
         a result of the sale to which such Buy-In relates. The Purchaser shall
         provide the Company written notice indicating the amounts payable to
         the Purchaser in respect of the Buy-In.

                           (c)      Notwithstanding the removal of legends as
         provided in Section 6.2(b) and subject in all respects to the
         requirements of a Purchasers' custodian, until a Purchaser's Shares are
         sold pursuant to a Registration Statement or Rule 144(k) becomes
         available to the Purchaser, the Purchaser shall continue to hold such
         shares in the form of a definitive stock certificate and shall not hold
         the shares in street name or in book-entry form with a securities
         depository.

         7.       Termination; Liabilities Consequent Thereon. This Agreement
                  -------------------------------------------
may be terminated and the transactions contemplated hereunder abandoned at any
time prior to the First Closing only as follows:

                           (a)      by any Purchaser (with respect to itself
         only), upon notice to the Company if the conditions set forth in
         Section 5.1 shall not have been satisfied on or prior to the fourth
         Trading Day following the date of this Agreement; or

                           (b)      by the Company, upon notice to the
         Purchasers if the conditions set forth in Section 5.2 shall not have
         been satisfied on or prior to the fourth Trading Day following the date
         of this Agreement; or

                           (c)      at any time by mutual agreement of the
         Company and the Purchasers; or

                                      -22-
<PAGE>

                           (d)      by any Purchaser (with respect to itself
         only), if there has been any breach of any representation or warranty
         or any material breach of any covenant of the Company contained herein
         and the same has not been cured within 15 days after notice thereof (it
         being understood and agreed by each Purchaser that, in the case of any
         representation or warranty of the Company contained herein which is not
         hereinabove qualified by application thereto of a materiality standard,
         such representation or warranty will be deemed to have been breached
         for purposes of this Section 7(d) only if such representation or
         warranty was not true and correct in all material respects at the time
         such representation or warranty was made by the Company); or

                           (e)      by the Company, if there has been any breach
         of any representation, warranty or any material breach of any covenant
         of any Purchaser contained herein and the same has not been cured
         within 15 days after notice thereof (it being understood and agreed by
         the Company that, in the case of any representation and warranty of the
         Purchaser contained herein which is not hereinabove qualified by
         application thereto of a materiality standard, such representation or
         warranty will be deemed to have been breached for purposes of this
         Section 7(e) only if such representation or warranty was not true and
         correct in all material respects at the time such representation or
         warranty was made by such Purchaser).

         In the event of termination by the Company or any Purchaser of its
obligations to effect the First Closing or the Additional Closing pursuant to
this Section 7, written notice thereof shall forthwith be given to the other
Purchasers and the other Purchasers shall have the right to terminate their
obligations to effect the First Closing or the Additional Closing upon written
notice to the Company and the other Purchasers. Any termination pursuant to this
Section 7 shall be without liability on the part of any party, unless such
termination is the result of a material breach of this Agreement by a party to
this Agreement in which case such breaching party shall remain liable for such
breach notwithstanding any termination of this Agreement.

                                      -23-
<PAGE>

         8.       Agreements of the Company.
                  -------------------------

                           8.1      Lock-Up. The Company agrees that it will
         not, until 90 days after the Additional Closing Date, offer to sell,
         solicit offers to purchase or sell any of its capital stock or
         securities convertible into or exchangeable or exercisable for its
         capital stock, including without limitation any debt, preferred stock
         or other instrument or security that is, at any time during its life
         and under any circumstances, convertible into or exchangeable or
         exercisable for its capital stock, without the prior written consent of
         the Majority Purchasers; provided, however, that the foregoing shall
         not preclude the Company from issuing a pure debt instrument or from
         issuing stock options or Common Stock issuable upon exercise of
         outstanding options and warrants, or pursuant to employee benefit or
         stock purchase plans. The Company has not offered to sell, solicited
         offers to purchase or sold any securities during the six months
         preceding the date of this Agreement, and the Company will not offer to
         sell, solicit offers to purchase or sell, any securities during the six
         months following the date of this Agreement, that would be required to
         be integrated with the offer and sale of the Securities so as to
         require registration of the offer and sale of the Securities under the
         Securities Act of 1933, as amended.

                           8.2      Mergers. The Company agrees that it will
         not, prior to the date that is six (6) months from the Additional
         Closing Date, consummate a merger or other consolidation that could
         result in short swing liability under Section 16 of the Securities
         Exchange Act of 1934 ("Section 16") for any Purchaser; provided,
         however, that the foregoing shall not preclude the Company from
         entering into a definitive agreement with respect to such merger or
         other business combination.

         9.       Miscellaneous Provisions.
                  ------------------------

                           9.1      Public Statements or Releases. The Company
         shall by 8:30 a.m. Eastern time on the business day following the
         Closing Date, issue a press release and file a Current Report on Form
         8-K, copies of each of which shall be provided to the Purchasers for
         review, disclosing the transactions contemplated hereby and make such
         other filings and notices in the manner and time required by the SEC.
         The Company and each Purchaser shall consult with each other in issuing
         any press releases and/or filing any Current Reports on Form 8-K or
         other such SEC Documents with respect to the transactions contemplated
         hereby, and none of the parties to this Agreement shall make, issue, or
         release any announcement, whether to the public generally, or to any of
         its suppliers or customers, with respect to this Agreement or the
         transactions provided for herein, or make any statement or
         acknowledgment of the existence of, or reveal the status of, this
         Agreement or the transactions provided for herein, without the prior
         consent of the other parties, which shall not be unreasonably withheld
         or delayed, provided, that nothing in this Section 9.1 shall prevent
         any of the parties hereto from making such public announcements as it
         may consider necessary in order for it to satisfy its legal
         obligations, but to the extent not inconsistent with such obligations,
         it shall provide the other parties with an opportunity to review and
         comment on any proposed public announcement before it is made.

                                      -24-
<PAGE>

                           9.2      Further Assurances. Each party agrees to
         cooperate fully with the other party and to execute such further
         instruments, documents and agreements and to give such further written
         assurances, as may be reasonably requested by the other party to better
         evidence and reflect the transactions described herein and contemplated
         hereby, and to carry into effect the intents and purposes of this
         Agreement.

                           9.3      Rights Cumulative. Each and all of the
         various rights, powers and remedies of the parties shall be considered
         to be cumulative with and in addition to any other rights, powers and
         remedies which such parties may have at law or in equity in the event
         of the breach of any of the terms of this Agreement. The exercise or
         partial exercise of any right, power or remedy shall neither constitute
         the exclusive election thereof nor the waiver of any other right, power
         or remedy available to such party.

                           9.4      Pronouns. All pronouns or any variation
         thereof shall be deemed to refer to the masculine, feminine or neuter,
         singular or plural, as the identity of the person, persons, entity or
         entities may require.

                           9.5      Notices. Any notices, reports or other
         correspondence (hereinafter collectively referred to as
         "correspondence") required or permitted to be given hereunder shall be
         in writing and shall be sent by postage prepaid first class mail,
         courier or telecopy or delivered by hand to the party to whom such
         correspondence is required or permitted to be given hereunder, and
         shall be deemed sufficient upon receipt when delivered personally or by
         courier, overnight delivery service or confirmed facsimile, or three
         (3) business days after being deposited in the regular mail as
         certified or registered mail (airmail if sent internationally) with
         postage prepaid, if such notice is addressed to the party to be
         notified at such party's address or facsimile number as set forth
         below:

                  (a)      All correspondence to the Company shall be addressed
                           as follows:

                           20425 Seneca Meadows Parkway
                           Germantown, Maryland 20876
                           Attention:   Edward M. Rudnic, Ph.D.
                                        President and Chief Executive Officer
                           Facsimile:   (301) 944-6700

                  with a copy to:

                           Dewey Ballantine LLP
                           1301 Avenue of the Americas
                           New York, New York
                           Attention:   Frederick W. Kanner, Esq.
                           Facsimile:   (212) 259-6333

                  (b)      All correspondence to any Purchaser shall be sent to
         such Purchaser at the address set forth in Exhibit A.

                                      -25-
<PAGE>

                  (c)      Any entity may change the address to which
         correspondence to it is to be addressed by written notification as
         provided for herein.

                           9.6      Captions. The captions and paragraph
         headings of this Agreement are solely for the convenience of reference
         and shall not affect its interpretation.

                           9.7      Severability. Should any part or provision
         of this Agreement be held unenforceable or in conflict with the
         applicable laws or regulations of any jurisdiction, the invalid or
         unenforceable part or provisions shall be replaced with a provision
         which accomplishes, to the extent possible, the original business
         purpose of such part or provision in a valid and enforceable manner,
         and the remainder of this Agreement shall remain binding upon the
         parties hereto.

                           9.8      Governing Law; Consent to Jurisdiction;
         Waiver of Jury Trial; Injunctive Relief.

                                    (a)      This Agreement shall be governed by
         and construed in accordance with the internal and substantive laws of
         the State of New York and without regard to any conflicts of laws
         concepts which would apply the substantive law of some other
         jurisdiction.

                                    (b)      Each of the parties hereto
         irrevocably submits to the exclusive jurisdiction of the courts of the
         State of New York located in New York County and the United States
         District Court for the Southern District of New York for the purpose of
         any suit, action, proceeding or judgment relating to or arising out of
         this Agreement and the transactions contemplated hereby. Service of
         process in connection with any such suit, action or proceeding may be
         served on each party hereto anywhere in the world by the same methods
         as are specified for the giving of notices under this Agreement. Each
         of the parties hereto irrevocably consents to the jurisdiction of any
         such court in any such suit, action or proceeding and to the laying of
         venue in such court. Each party hereto irrevocably waives any objection
         to the laying of venue of any such suit, action or proceeding brought
         in such courts and irrevocably waives any claim that any such suit,
         action or proceeding brought in any such court has been brought in an
         inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
         REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
         AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
         AS TO THIS WAIVER.

                                    (c)      Each of the parties hereto
         acknowledges and agrees that damages will not be an adequate remedy for
         any material breach or violation of this Agreement if such material
         breach or violation would cause immediate and irreparable harm (an
         "Irreparable Breach"). Accordingly, in the event of a threatened or
         ongoing Irreparable Breach, each party hereto shall be entitled to
         seek, equitable relief of a kind appropriate in light of the nature of
         the ongoing or threatened Irreparable Breach, which relief may include,
         without limitation, specific performance or injunctive relief;
         provided, however, that if the party bringing such action is
         unsuccessful in obtaining the relief sought, the moving party shall pay
         the non-moving party's reasonable costs, including attorney's fees,
         incurred in connection with defending such action. Such remedies shall
         not be the parties' exclusive remedies, but shall be in addition to all
         other remedies provided in this Agreement.

                                      -26-
<PAGE>

                           9.9      Amendments. This Agreement may not be
         amended or modified except pursuant to an instrument in writing signed
         by the Company and the Majority Purchasers; notwithstanding the
         foregoing, Section 8.2 hereof cannot be amended or waived without the
         consent of any purchaser that could incur short swing liability under
         Section 16..

                           9.10     Waiver. No waiver of any term, provision or
         condition of this Agreement, whether by conduct or otherwise, in any
         one or more instances, shall be deemed to be, or be construed as, a
         further or continuing waiver of any such term, provision or condition
         or as a waiver of any other term, provision or condition of this
         Agreement.

                           9.11     Expenses. Each party will bear its own costs
         and expenses in connection with this Agreement.

                           9.12     Assignment. The rights and obligations of
         the parties hereto shall inure to the benefit of and shall be binding
         upon the authorized successors and permitted assigns of each party. No
         party may assign its rights or obligations under this Agreement or
         designate another person (i) to perform all or part of its obligations
         under this Agreement or (ii) to have all or part of its rights and
         benefits under this Agreement, in each case without the prior written
         consent of the other party, provided, however, that a Purchaser may
         assign its rights and delegate its duties hereunder in whole or in part
         to an Affiliate or to a third party acquiring some or all of its
         Securities in a transaction complying with applicable securities laws
         without the prior written consent of the Company or the other
         Investors; provided, that no such assignment shall affect the
         obligations of such Purchaser hereunder. In the event of any assignment
         in accordance with the terms of this Agreement, the assignee shall
         specifically assume and be bound by the provisions of the Agreement by
         executing and agreeing to an assumption agreement reasonably acceptable
         to the other party.

                           9.13     Survival. The respective representations and
         warranties given by the parties hereto, and the other covenants and
         agreements contained herein, shall survive the Closing Dates and the
         consummation of the transactions contemplated herein for a period of
         two years, without regard to any investigation made by any party.

                           9.14     Counterpart. This Agreement may be executed
         in two or more counterparts, each of which shall be deemed an original
         and all of which together shall constitute one instrument.

                                      -27-
<PAGE>

                           9.15     Entire Agreement. This Agreement and the
         Registration Rights Agreement constitute the entire agreement between
         the parties hereto respecting the subject matter hereof and supersede
         all prior agreements, negotiations, understandings, representations and
         statements respecting the subject matter hereof, whether written or
         oral. No modification, alteration, waiver or change in any of the terms
         of this Agreement shall be valid or binding upon the parties hereto
         unless made in writing and duly executed by the Company and the
         Majority Purchasers.

                           9.16     Independent Nature of Purchasers'
         Obligations and Rights. The obligations of each Purchaser under any
         Operative Agreement are several and not joint with the obligations of
         any other Purchaser, and no Purchaser shall be responsible in any way
         for the performance of the obligations of any other Purchaser under any
         Operative Agreement. Nothing contained herein or in any other Operative
         Agreement, and no action taken by any Purchaser pursuant hereto or
         thereto, shall be deemed to constitute the Purchasers as a partnership,
         an association, a joint venture or any other kind of entity, or create
         a presumption that the Purchasers are in any way acting in concert or
         as a group with respect to such obligations or the transactions
         contemplated by the Operative Agreements and the Company acknowledges
         that the Purchasers are not acting in concert or as a group with
         respect to such obligations or the transactions contemplated by the
         Operative Agreements. Each Purchaser confirms that it has independently
         participated in the negotiation of the transaction contemplated hereby
         with the advice of its own counsel and advisors. Each Purchaser shall
         be entitled to independently protect and enforce its rights, including,
         without limitation, the rights arising out of this Agreement or out of
         any other Operative Agreement, and it shall not be necessary for any
         other Purchaser to be joined as an additional party in any proceeding
         for such purpose.

                           9.17     Equal Treatment of Purchasers. No
         consideration shall be offered or paid to any Purchaser to amend or
         consent to a waiver or modification of any provision of any of the
         Transaction Documents unless the same consideration is also offered to
         all of the parties to the Operative Agreements. For clarification
         purposes, this provision constitutes a separate right granted to each
         Purchaser by the Company and negotiated separately by each Purchaser,
         and is intended for the Company to treat the Purchasers as a class and
         shall not in any way be construed as the Purchasers acting in concert
         or as a group with respect to the purchase, disposition or voting of
         Securities or otherwise.

                           9.18     Costs of Enforcement. In the event that
         legal proceedings are commenced by any party to this Agreement against
         another party to this Agreement in connection with this Agreement or
         the other Operative Agreements, the party or parties which do not
         prevail in such proceedings shall severally, but not jointly, pay their
         pro rata share of the reasonable attorneys' fees and other reasonable
         out-of-pocket costs and expenses incurred by the prevailing party in
         such proceedings.

                           [Signature Page to Follow]

                                      -28-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Securities
Purchase Agreement as of the day and year first above written.

                                    ADVANCIS PHARMACEUTICAL CORPORATION


                                    By:   /s/: Edward M. Rudnic
                                           -------------------------------------
                                    Name:  Edward M. Rudnic, Ph.D.
                                    Title: President and Chief Executive Officer

THE PURCHASER'S SIGNATURE TO THE INVESTOR QUESTIONNAIRE DATED OF EVEN DATE
HEREWITH SHALL CONSTITUTE THE PURCHASER'S SIGNATURE TO THIS SECURITIES PURCHASE
AGREEMENT.

                 Signature Page to Securities Purchase Agreement
<PAGE>

                                    EXHIBIT A
                                    ---------

                             SCHEDULE OF PURCHASERS
                             ----------------------

<TABLE>
<CAPTION>
                                                   NUMBER OF          NUMBER OF
                                                 SHARES TO BE      WARRANTS TO BE      AGGREGATE PURCHASE
PURCHASER NAME AND ADDRESS                         PURCHASED         PURCHASED                PRICE            CLOSING DATE
----------------------------------------------   -------------    ----------------    --------------------    ---------------
<S>                                                  <C>                 <C>                 <C>               <C>
Playback & Company                                   2,000,000           1,500,000           $4,727,500.00     April 12, 2007
c/o Federated Kaufman Fund
140 East 45th St.
New York, NY 10017
Attn: Hans Utsch

Tang Capital Partners, L.P.                          1,900,000           1,425,000           $4,491,125.00     April 12, 2007
c/o Tang Capital Management, LLC
4401 Eastgate Mall
San Diego, CA 92121
Attn: John Lemkey

Millennium Partners, L.P.                            1,200,000             900,000           $2,836,500.00     April 12, 2007
c/o Millennium Mgmt, LLC
666 Fifth Ave., 8th Floor
New York, NY 10103
Attn: Andrew Jacobs

Rho Ventures V, LP                                   1,103,144             827,358           $2,607,556.63     April 18, 2007
c/o RHO
152 West 57th St., 23rd Floor
New York, NY 10019
Attn: Jeff Martin

Rho Ventures V Affiliates, LP                           96,856              72,642             $228,943.37     April 18, 2007
c/o RHO
152 West 57th St., 23rd Floor
New York, NY 10019
Attn: Jeff Martin

HealthCare Ventures VI, L.P.                           682,903             512,177           $1,614,211.97     April 12, 2007
c/o HealthCare Ventures
44 Nassau St.
Princeton, NJ 08542
Attn: Jeffery Steinberg, CFO

HealthCare Ventures VII, L.P.                          217,097             162,823             $513,163.03     April 12, 2007
c/o HealthCare Ventures
44 Nassau St.
Princeton, NJ 08542
Attn: Jeffery Steinberg, CFO

Deerfield Special Situation Fund, LP                   216,450             162,337             $511,633.69     April 12, 2007
c/o Deerfield
780 Third Ave., 37th Floor
New York, NY 10017
Attn: Darren Levine, CFO

Deerfield Special Situation Fund International         433,550             325,163           $1,024,803.81     April 12, 2007
c/o Deerfield
780 Third Ave., 37th Floor
New York, NY 10017
Attn: Darren Levine, CFO
</TABLE>

<PAGE>

<TABLE>
<S>                                                    <C>                 <C>               <C>               <C>
Boxer Capital LLC                                      600,000             450,000           $1,418,250.00     April 12, 2007
c/o Tavistock Life Sciences
9381 Judicial Dr., Suite 200
San Diego, CA 921121
Attn: Aaron Davis

Frontpoint Healthcare Horizons Fund LP                 357,800             268,350             $845,749.75     April 12, 2007
c/o FrontPoint Partners
Two Greenwich Plaza
Greenwich, CT 06830
Attn: Louis Garcia

Frontpoint Long Horizons Healthcare Fund LP            142,200             106,650             $336,125.25     April 12, 2007
c/o FrontPoint Partners
Two Greenwich Plaza
Greenwich, CT 06830
Attn: Louis Garcia

SRB Greenway Capital, L.P.                              36,400              27,300              $86,040.50     April 12, 2007
c/o Greenway Capital
300 Crescent Ct., Suite 111
Dallas, TX 75201
Attn: Joe Worsham

SRB Greenway Capital, (Q.P), L.P.                      315,200             236,400             $745,054.00     April 12, 2007
c/o Greenway Capital
300 Crescent Ct., Suite 111
Dallas, TX 75201
Attn: Joe Worsham

SRB Greenway Offshore Operating Fund, LP                13,400              10,050              $31,674.25     April 12, 2007
c/o Greenway Capital
300 Crescent Ct., Suite 111
Dallas, TX 75201
Attn: Joe Worsham

The Jay Goldman Master L.P.                            160,800             120,600             $380,091.00     April 12, 2007
c/o J Goldman
152 West 57th St., 48th Floor
New York, NY 10019
Attn: Adam Reback

Woodmont Investments, LTD                              134,160             100,620             $317,120.70     April 12, 2007
c/o J Goldman
152 West 57th St., 48th Floor
New York, NY 10019
Attn: Adam Reback

Broadview Partners, LP                                   5,040               3,780              $11,913.30     April 12, 2007
c/o J Goldman
152 West 57th St., 48th Floor
New York, NY 10019
Attn: Adam Reback

MKM Longboat Multistrategy Master Fund LTD             250,000             187,500             $590,937.50     April 12, 2007
c/o MKM Longboat
5th Floor, Standbrook House
2-5 Old Bond St.
London, W154PD UK
Attn: Dominic Valder

Clarion Capital Corporation                            125,000              93,750             $295,468.75     April 12, 2007
c/o Clarion Management Ltd
3690 Orange Pl., Suite 400
Beachwood, OH
Attn: Tom Niehaus

Symmetry Capital Partners LP                            18,440              13,830              $43,587.55     April 12, 2007
c/o Symmetry Capital
One Montgomery St., Suite 3300
San Francisco, CA 94104
Attn: Kelly Seringer
</TABLE>

<PAGE>

<TABLE>
<S>                                                     <C>                 <C>                 <C>            <C>
Symmetry Capital Qualified Partners LP                  37,083              27,812              $87,654.94     April 12, 2007
c/o Symmetry Capital
One Montgomery St., Suite 3300
San Francisco, CA 94104
Attn: Kelly Seringer

Symmetry Parallax Partners LP                           40,796              30,597              $96,431.55     April 12, 2007
c/o Symmetry Capital
One Montgomery St., Suite 3300
San Francisco, CA 94104
Attn: Kelly Seringer

Symmetry Capital Offshore Fund LTD                      28,681              21,511              $67,794.71     April 12, 2007
c/o Symmetry Capital
One Montgomery St., Suite 3300
San Francisco, CA 94104
Attn: Kelly Seringer

James D. Russo                                          40,000              30,000              $94,550.00     April 12, 2007
11304 Taffrail Ct.
Reston, VA 20191
                                                 -------------    ----------------    --------------------
Total                                               10,155,000           7,616,250          $24,003,881.25
                                                 -------------    ----------------    --------------------
</TABLE>

<PAGE>

                                    EXHIBIT B
                                    ---------

                                 FORM OF WARRANT
                                 ---------------

<PAGE>

                                    EXHIBIT C
                                    ---------

                                  LEGAL OPINION
                                  -------------

         [Note: Opinion will be subject to customary assumptions and
qualifications]

         1.       The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware, with the corporate power and
authority necessary to own and lease its properties and to conduct its business
as described in the SEC Documents. The Company is qualified to do business as a
foreign corporation in the State of Maryland.

         2.       The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Operative Agreements and
to issue and deliver the Securities. The Company has taken all necessary
corporate action to authorize its execution, delivery and performance of each of
the Operative Agreements and the issuance and delivery of the Securities.

         3.       Each of the Operative Agreements has been duly executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company and is enforceable against the Company in accordance with its
terms except as limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or similar laws of general application now or
hereafter in effect affecting the rights and remedies of creditors; (b) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity); (c) the effect of judicial decisions which have
held that certain provisions are unenforceable when their enforcement would
violate the implied covenant of good faith and fair dealing, or would be
commercially unreasonable, or where their breach is not material; or (d) the
discretion of the court before which any proceeding therefor may be brought, and
except as the right to indemnification or contribution set forth in the
Operative Agreements may be limited by public policy or applicable securities
laws.

         4.       The execution, delivery and performance of the Operative
Documents and the issuance and sale of the Shares and Warrants by the Company
pursuant to the terms of the Purchase Agreement on the date hereof have been
duly authorized all required corporate action on the part of the Company and its
stockholders. When issued and delivered in accordance with the terms of the
Purchase Agreement against payment of the purchase price therefor, the Shares
will be validly issued, full paid and nonassessable. The Underlying Shares have
been duly authorized and reserved for issuance by the Company and, when issued
in accordance with the terms of the respective Warrants, will be validly issued,
fully paid and nonassessable.

         5.       The execution, deliver and performance of the Operative
Agreements do not, and the issuance and sale of the Shares and Warrants on the
date hereof as contemplated by the Purchase Agreement will not, (a) conflict
with or violate the Company's Sixth Restated Certificate of Incorporation, as
amended, or its Amended and Restated Bylaws, (b) conflict with or violate any
judgment, order or decree of any court or governmental authority which to our
knowledge is applicable to the Company or any of its properties, (c) result in a
material violation, or conflict with, any U.S. federal or New York State
statute, rule or regulation, or any provision of the Delaware General
Corporation Law, in any case known to us to be applicable to the Company or its
properties or (d) result in a material default by the Company under any of the
contracts or agreements filed as exhibits to the SEC Documents.

<PAGE>

         6.       No consent, approval or authorization of or designation,
declaration or filing with, any U.S. federal or New York State governmental
authority, or any governmental authority, pursuant to the Delaware General
Corporation Law, on the part of the Company is required in connection with the
valid execution, delivery and performance of the Operative Agreements, or the
offer, sale or issuance of the Shares or the Warrants, other than (a) such as
have been made or obtained; (b) compliance with the Blue Sky laws or federal
securities laws applicable to the offering of the Shares, the Warrants and the
Underlying Shares; and (c) the filing of a Registration Statement in accordance
with the requirements of the Registration Rights Agreement.

         7.       Assuming (i) the accuracy and completeness of the
representations and warranties of each of the Investors set forth in the
Purchase Agreement and (ii) that neither the Company nor any other person
(including, without limitation, any placement agent for the transactions
contemplated by the Purchase Agreement) has engaged in any activity that would
be deemed a "general solicitation" under the provisions of Regulation D under
the Securities Act, the offer, issuance and sale of the Securities being
purchased by the Purchasers at the Closing and the Additional Closing on the
terms and conditions contemplated by the Purchase Agreement constitute
transactions exempt from the registration requirements of Section 5 of the
Securities Act (it being understood that we need express no opinion as to any
subsequent resales of the Securities by the Purchasers).

                                        2
<PAGE>

                                    EXHIBIT D
                                    ---------

                   PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE
                   ------------------------------------------

Attention:        Advancis Pharmaceutical Corporation
                  Chief Financial Officer

         The undersigned, [an officer of, or other person duly authorized by]
___________________________________________________________ [fill in official
name of individual or institution] hereby certifies that he/she [said
institution] is the Purchaser of the Securities evidenced by the attached
certificate, and as such, has disposed of such shares on _____________________
in accordance with the Company's Registration Statement and, in the event that
the Company has advised us in writing that the Company does not meet the
conditions for use of Rule 172 and as a result we are required to deliver a
prospectus in connection with such disposition, the requirement of delivering a
current prospectus forming a part of such Registration Statement has been
complied with in connection with such disposition.

Print or Type:


         Name of Purchaser
         (Individual or Institution):         ___________________________

         Name of Individual
         Representing Purchaser
         (if an institution):                 ___________________________

         Title of Individual
         Representing Purchaser
         (if an institution):                 ___________________________

Signature by:

         Individual Purchaser
         or Individual Representing
         Purchaser:                           ___________________________

<PAGE>

                                   SCHEDULE I

                         SCHEDULE OF LOCK-UP AGREEMENTS
                         ------------------------------

Edward M. Rudnic, Ph.D., President and Chief Executive Officer

Robert C. Low, CPA, Vice President, Finance and Chief Financial Officer

Beth A. Burnside, Ph.D., Vice President, Pharmaceutical Research

Donald J. Treacy, Jr., Ph.D., Vice President, Analysis and Pharmaceutical
Quality

Sandra E. Wassink, Vice President, Pharmaceutical Development Operations

HealthCare Ventures group

<PAGE>

                                   APPENDIX I

                         FORM OF INVESTOR QUESTIONNAIRE
                         ------------------------------

<PAGE>

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY,
UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT.

WARRANT NO. ______                                NUMBER OF SHARES: ____________
DATE OF ISSUANCE: April 12, 2007                  (subject to adjustment)

                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF

                       ADVANCIS PHARMACEUTICAL CORPORATION

         This Warrant is issued to [_____________], or its registered assigns
(the "Purchaser"), pursuant to that certain Securities Purchase Agreement, dated
as of April 9, 2007, between Advancis Pharmaceutical Corporation, a Delaware
corporation (the "Company"), the Purchaser and certain other purchasers
thereunder (the "Purchase Agreement") and is subject to the terms and conditions
of the Purchase Agreement.

         1.     EXERCISE OF WARRANT.

                (a)    Method of Exercise. Subject to the terms and conditions
herein set forth, upon surrender of this Warrant at the principal office of the
Company and upon payment of the Warrant Price (as defined below) by wire
transfer to the Company or cashier's check drawn on a United States bank made to
the order of the Company, or exercise of the right to credit the Warrant Price
against the fair market value of the Warrant Stock (as defined below) at the
time of exercise (the "Net Exercise Right") pursuant to Section 1(b), Purchaser
is entitled to purchase from the Company, at any time after the date hereof and
on or before the date that is five (5) years from the Date of Issuance set forth
above (the "Expiration Date"), up to ______ shares (as adjusted from time to
time pursuant to the provisions of this Warrant) of Common Stock of the Company
(the "Warrant Stock"), at a purchase price of $____ per share (the "Warrant
Price").

                (b)    Net Exercise Right. If the Company shall receive written
notice from the holder of this Warrant at the time of exercise of this Warrant
that the holder elects to exercise the Net Exercise Right, the Company shall
deliver to such holder (without payment by the Purchaser of any exercise price
in cash) that number of fully paid and nonassessable shares of Common Stock, par
value $0.01 per share, of the Company ("Common Stock") equal to the quotient
obtained by dividing (y) the value of this Warrant (or the specified portion
thereof) on the date of exercise, which value shall be determined by subtracting
(1) the aggregate Warrant Price of the Warrant Stock (or the specified portion
thereof) immediately prior to the exercise of this Warrant from (2) the
Aggregate Fair Market Value (as defined below) of the Warrant Stock (or the

<PAGE>

specified portion thereof) issuable upon exercise of this Warrant (or specified
portion thereof) on the date of exercise by (z) the Fair Market Value (as
defined below) of one share of Common Stock on the date of exercise. The "Fair
Market Value" of a share of Common Stock shall mean the last reported sale price
and, if there are no sales, the last reported bid price, of the Common Stock on
the business day prior to the date of exercise as reported by the NASDAQ Global
Market or such other principal exchange or quotation system on which the Common
Stock is then traded or, if the Common Stock is not publicly traded, the price
determined in good faith by the Company's Board of Directors. The "Aggregate
Fair Market Value" of the Warrant Stock shall be determined by multiplying the
number of shares of Warrant Stock by the Fair Market Value of one share of
Warrant Stock.

         2.     CERTAIN ADJUSTMENTS.

                (a)    Mergers or Consolidations. If at any time after the date
hereof there shall be a capital reorganization (other than a combination or
subdivision of Warrant Stock otherwise provided for herein) (a
"Reorganization"), or a merger or consolidation of the Company with another
corporation (other than a merger with another corporation in which the Company
is a continuing corporation and which does not result in any reclassification or
change of outstanding securities issuable upon exercise of this Warrant or a
merger effected exclusively for the purpose of changing the domicile of the
Company) (a "Merger"), then, as a part of such Reorganization or Merger, lawful
provision shall be made so that the Purchaser shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified in this
Warrant and upon payment of the Warrant Price, the number of shares of stock or
other securities or property of the Company or the successor corporation
resulting from such Reorganization or Merger, to which a holder of the Common
Stock deliverable upon exercise of this Warrant would have been entitled under
the provisions of the agreement in such Reorganization or Merger if this Warrant
had been exercised immediately before that Reorganization or Merger. In any such
case, appropriate adjustment (as determined in good faith by the Company's Board
of Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Purchaser after the
Reorganization or Merger to the end that the provisions of this Warrant
(including adjustment of the Warrant Price then in effect and the number of
shares of Warrant Stock) shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.

                (b)    Splits and Subdivisions; Dividends. In the event the
Company should at any time, or from time to time, fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of the holders of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such distribution, split or subdivision if no record date is fixed), the per
share Warrant Price shall be appropriately decreased and the number of shares of
Warrant Stock shall be appropriately increased in proportion to such increase
(or potential increase) of outstanding shares.

                                       -2-
<PAGE>

                (c)    Combination of Shares. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, the per share Warrant
Price shall be appropriately increased and the number of shares of Warrant Stock
shall be appropriately decreased in proportion to such decrease in outstanding
shares.

                (d)    Adjustments for Other Distributions. In the event the
Company shall declare a distribution payable in securities of other persons,
evidences of indebtedness issued by the Company or other persons, assets
(excluding cash dividends paid out of net profits) or options or rights not
referred to in Section 2(b), then, in each such case for the purpose of this
Section 2(d), upon exercise of this Warrant the holder hereof shall be entitled
to a proportionate share of any such distribution as though such holder was the
holder of the number of shares of Common Stock into which this Warrant may be
exercised as of the record date fixed for the determination of the holders of
Common Stock entitled to receive such distribution.

         3.     NO FRACTIONAL SHARES. No fractional shares of Warrant Shares
will be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the Fair Market Value of one
share of Warrant Stock.

         4.     NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any
portion of this Warrant, the Purchaser shall not have nor exercise any rights by
virtue hereof as a stockholder of the Company (including without limitation the
right to notification of stockholder meetings or the right to receive any notice
or other communication concerning the business and affairs of the Company).

         5.     RESERVATION OF STOCK. The Company covenants that during the
period this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares of Common Stock (or
other securities, if applicable) to provide for the issuance of Warrant Stock
(or other securities) upon the exercise of this Warrant. The Company agrees that
its issuance of this Warrant shall constitute full authority to its officers who
are charged with the duty of executing stock certificates to execute and issue
the necessary certificates for the Warrant Stock upon the exercise of this
Warrant.

         6.     MECHANICS OF EXERCISE. This Warrant may be exercised by the
holder hereof, in whole or in part, by the surrender of this Warrant and the
Notice of Exercise attached hereto as Exhibit A duly completed and executed on
behalf of the holder hereof, at the principal office of the Company together
with payment in full of the Warrant Price then in effect with respect to the
number of shares of Warrant Stock as to which the Warrant is being exercised.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above,
and the person entitled to receive the Warrant Stock issuable upon such exercise
shall be treated for all purposes as the holder of such shares of record as of
the close of business on such date. As promptly as practicable on or after such
date, the Company at its expense shall cause to be issued and delivered to the
person or persons entitled to receive the same a certificate or certificates for
the number of full shares of Warrant Stock issuable upon such exercise, together
with cash in lieu of any fraction of a share as provided above. The shares of
Warrant Stock issuable upon exercise hereof shall, upon their

                                       -3-
<PAGE>

issuance, be validly issued, fully paid and nonassessable, and free from all
preemptive rights, taxes, liens and charges with respect to the issue thereof.
In the event that this Warrant is exercised in part, the Company at its expense
will execute and deliver a new Warrant of like tenor exercisable for the number
of shares for which this Warrant may then be exercised. [If (1) a certificate
representing the Warrant Stock is not delivered to the holder within three (3)
Business Days of the due exercise of this Warrant by the holder and (2) prior to
the time such certificate is received by the holder, the holder, or any third
party on behalf of the holder or for the holder's account, purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the holder of shares represented by such certificate
(a "Buy-In"), then the Company shall pay in cash to the holder (for costs
incurred either directly by such holder or on behalf of a third party) the
amount by which the total purchase price paid for Common Stock as a result of
the Buy-In (including brokerage commissions, if any) exceeds the proceeds
received by such holder as a result of the sale to which such Buy-In relates.
The holder shall provide the Company written notice indicating the amounts
payable to the holder in respect of the Buy-In.]

         7.     CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or number
or type of securities issuable upon exercise of this Warrant is adjusted, as
herein provided, the Company shall, at its expense, promptly deliver to the
record holder of this Warrant a certificate of an officer of the Company setting
forth the nature of such adjustment and showing in detail the facts upon which
such adjustment is based.

         8.     REPRESENTATIONS OF PURCHASER. As of the date hereof, the
Purchaser hereby confirms the representations and warranties made by the
Purchaser in Section 4 of the Purchase Agreement.

         9.     TRANSFER RESTRICTIONS.

                (a)    Unregistered Security. The holder of this Warrant
acknowledges that this Warrant and the Warrant Stock have not been registered
under the Securities Act of 1933, as amended (the "Securities Act") or
applicable state securities laws (collectively, the "Acts"), and agrees not to
sell, encumber or otherwise transfer this Warrant or any Warrant Stock issued
upon its exercise unless (i) there is an effective registration statement under
the Acts covering the transaction, (ii) the Company receives an opinion of
counsel satisfactory to the Company that such registration is not required under
the Acts, or (iii) the Company otherwise satisfies itself that registration is
not required under the Acts. Each certificate or other instrument for Warrant
Stock issued upon the exercise of this Warrant shall bear a legend substantially
to the foregoing effect.

         10.    NOTICES OF RECORD DATE. In the event of:

                (a)    any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend payable out of
earned surplus of the Company) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right; or

                                       -4-
<PAGE>

                (b)    any Reorganization or Merger; or

                (c)    any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,

then and in each such event the Company will mail or cause to be mailed to the
Purchaser (or a permitted transferee pursuant to Section 9(b) above) a notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, and (ii) the date on which any such
Reorganization, Merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other securities) for securities or other property deliverable upon such
Reorganization, Merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least ten (10) business days prior to the date therein
specified.

         11.    REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft, destruction or mutilation
of this Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         12.    NO IMPAIRMENT. Except to the extent as may be waived by the
holder of this Warrant, the Company will not, by amendment of its charter or
through a Reorganization, Merger, dissolution, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment.

         13.    SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or Sunday or shall be a legal U.S. holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday, Sunday or legal U.S. holiday.

         14.    MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of New York. The Company and, by accepting this Warrant, the holder, each
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Warrant and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Warrant. The
Company and, by accepting this Warrant, the holder, each irrevocably consents to
the jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court. The Company and, by accepting this Warrant,
the holder, each irrevocably waives any objection to the laying of venue of any
such suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such

                                       -5-
<PAGE>

suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE
HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH
RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part
hereof. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the Company and the Purchaser. All notices and other communications from the
Company to the Purchaser shall be sufficient if in writing and delivered (i)
personally, (ii) by facsimile transmission (receipt verified), (iii) by
registered or certified mail (return receipt requested), postage prepaid, or
(iv) sent by express courier service (receipt verified), to the address
furnished to the Company in writing by the Purchaser. All such notices and
communications to the Company shall be effective if delivered (i) personally,
(ii) by facsimile transmission (receipt verified), (iii) by registered or
certified mail (return receipt requested), postage prepaid, or (iv) sent by
express courier service (receipt verified), at 20425 Seneca Meadows Parkway,
Germantown, Maryland 20878, Edward M. Rudnic, Ph.D., President and Chief
Executive Officer, fax: (301) 944-6700, with a copy to Dewey Ballantine LLP,
1301 Avenue of the Americas, New York, New York 10019, Frederick W. Kanner,
Esq., fax: (212) 259-6333. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provisions.

                            [Signature Page Follows]

                                       -6-
<PAGE>

         IN WITNESS WHEREOF, this Common Stock Purchase Warrant is issued
effective as of the Date of Issuance first set forth above.


                                             ADVANCIS PHARMACEUTICAL CORPORATION


                                             By:
                                                    ----------------------------
                                             Name:  Edward M. Rudnic, Ph.D.
                                             Title: President and
                                                    Chief Executive Officer

                            SIGNATURE PAGE TO WARRANT

<PAGE>

                                    EXHIBIT A
                                    ---------

                          NOTICE OF INTENT TO EXERCISE
                  (To be signed only upon exercise of Warrant)


To: Advancis Pharmaceutical Corporation

         The undersigned, the Purchaser of the attached Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, ______________ (________) shares of Common
Stock of Advancis Pharmaceutical Corporation and (choose one)

         __________ herewith makes payment of __________________ Dollars
($_________) thereof

         or

         __________ exercises the Net Exercise Right pursuant to Section 1(b)
thereof and requests that the certificates for such shares be issued in the name
of, and delivered to ___________________________, whose address is
_______________________________________________________________________________
_________________.


DATED:
       ------------------------


                                               (Signature must conform in all
                                               respects to name of the Purchaser
                                               as specified on the face of the
                                               Warrant)


                                               ---------------------------------

                                               ---------------------------------

                                               (Address)

<PAGE>

                                    EXHIBIT B
                                    ---------

                            NOTICE OF ASSIGNMENT FORM

         FOR VALUE RECEIVED, ______________________ (the "Assignor") hereby
sells, assigns and transfers all of the rights of the undersigned Assignor under
the attached Warrant with respect to the number of shares of common stock of
Advancis Pharmaceutical Corporation (the "Company") covered thereby set forth
below, to the following "Assignee" and, in connection with such transfer,
represents and warrants to the Company that (i) such Assignee is a Qualifying
Holder (as such term is defined in the Registration Rights Agreement between the
Company and the Purchaser entered into in connection with the Purchase Agreement
dated as of even date herewith) of the Assignor and (ii) the transfer is
otherwise in compliance with Section 9(b) of the Warrant:

            NAME OF ASSIGNEE                           ADDRESS/FAX NUMBER


Dated:                                         Signature:
       ------------------------                           ----------------------

                                               Witness:
                                                          ----------------------

                             ASSIGNEE ACKNOWLEDGMENT

         The undersigned Assignee acknowledges that it has reviewed the attached
Warrant and by its signature below it hereby represents and warrants that it is
a Qualifying Holder and an "accredited investor" as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended, and
agrees to be bound by the terms and conditions of the attached Warrant as of the
date hereof.

                                          Signature:
                                                     ---------------------------

                                          By:
                                                     ---------------------------
                                          Its:
                                                     ---------------------------
                                          Address:
                                                     ---------------------------