DARA BIOSCIENCES, S-1/A Filing by DARA-Agreements

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                                         As filed with the Securities and Exchange Commission on April 4, 2012
                                                                                                                          Registration No. 333-179637




                                        UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                                                Washington, D.C. 20549


                                      PRE-EFFECTIVE AMENDMENT NO. 3
                                                    TO
                                                 Form S-1
                                         REGISTRATION STATEMENT
                                                                 UNDER
                                                        THE SECURITIES ACT OF 1933



                                          DARA BIOSCIENCES, INC.
                                                  (Exact name of registrant as specified in its charter)



                      Delaware                                                    2834                                     04-3216862
              (State or other jurisdiction of                         (Primary Standard Industrial                         (I.R.S. Employer
             incorporation or organization)                            Classification Code Number)                      Identification Number)
                                                              8601 Six Forks Road, Suite 160
                                                                    Raleigh, NC 27615
                                                                      (919) 872-5578
                                                         (Address, including zip code, and telephone number,
                                                    including area code, of registrant’s principal executive offices)



                                                                    David J. Drutz
                                                         President and Chief Executive Officer
                                                                DARA BioSciences, Inc.
                                                            8601 Six Forks Road, Suite 160
                                                                  Raleigh, NC 27615
                                                                    (919) 872-5578
                                                     (Name, address, including zip code, and telephone number,
                                                             including area code, of agent for service)



                                                      Please send copies of all communications to:
                                                                    Mark R. Busch
                                                                   K&L Gates LLP
                                                          214 North Tryon Street, Suite 4700
                                                                 Charlotte, NC 28202
                                                                    (704) 331-7440


      Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes
effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 
      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.

Large accelerated filer                                                                                       Accelerated filer                            
Non-accelerated filer                (Do not check if a smaller reporting company)                            Smaller reporting company                    


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to Section 8(a), may determine.


                                                   CALCULATION OF REGISTRATION FEE
                                                                                                                  Proposed
                                                                                                                 Maximum
                                          Title of Each Class of                                                 Aggregate                Amount of
                                        Securities to be Registered                                          Offering Price(1)(2)     Registration Fee(4)
Units consisting of:                                                                                           $30,000,000               $3,438.00
(i) Series B-2 convertible preferred stock, par value $.01 per share                                               —                        —
(ii) Warrants to purchase common stock(3)                                                                          —                        —
Common Stock issuable upon conversion of the Series B-2 convertible preferred stock and
   exercise of warrants(3)                                                                                          —                        —

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended
      (the “Securities Act”).
(2)   Pursuant to Rule 416, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in
      connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a
      change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
      transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the
      distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.
(3)   No additional consideration is payable pursuant to Rule 457(g) under the Securities Act.
(4)   The Registrant previously paid a registration fee of $1,146 upon the initial filing of this registration statement on February 23, 2012 and
      an additional amount of $573 in connection with a $5,000,000 increase in the proposed maximum aggregate offering price upon the
      filing of Pre-Effective Amendment No. 2 to this registration statement on March 26, 2012. The additional fee of $1,719 paid in
      connection with the filing of this Amendment No. 3 was calculated pursuant to Rule 457(o) by multiplying the $15,000,000 increase in
      the proposed maximum aggregate offering price by the current registration fee.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to
sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

                                                                PROSPECTUS
                                                   Subject to Completion, Dated April 4, 2012




                15,000 Shares of Series B-2 Preferred Stock
  (and [  ] Shares of Common Stock Underlying the Series B-2 Preferred
                                  Stock)
        Warrants to Purchase up to [  ] Shares of Common Stock
 (and [  ] Shares of Common Stock Issuable Upon Exercise of Warrants)

We are offering 15,000 shares of Series B-2 preferred stock and warrants to purchase up to [  ] shares of common stock to purchasers in this
offering. This prospectus also covers up to [  ] shares of common stock issuable upon conversion of the Series B-2 preferred stock and up to [
 ] shares of common stock issuable exercise of the warrants.

The Series B-2 preferred stock and the warrants will be sold in units for a purchase price equal to $1,000 per unit, with each unit consisting of
(1) one share of Series B-2 preferred stock which is convertible into approximately [  ] shares of our common stock, (2) a warrant exercisable
for approximately [  ] shares of common stock at an exercise price of $[  ] per share and (3) a warrant exercisable for approximately [  ]
shares of common stock at an exercise price of $[  ] per share. Units will not be issued or certificated. The shares of Series B-2 preferred
stock and the warrants are immediately separable and will be issued separately. Subject to certain ownership limitations, the Series B-2
preferred stock is convertible at any time at the option of the holder into shares of our common stock at a conversion price of $[  ] per share.
Subject to certain ownership limitations, the warrants are immediately exercisable and expire on the [  ] anniversary of the date of issuance.

For a more detailed description of the Series B-2 preferred stock, see the section entitled “Description of Capital Stock - Series B-2 Preferred
Stock” beginning on page 13. For a more detailed description of the warrants, see the section entitled “Description of Securities We Are
Offering - Warrants” beginning on page 15 of this prospectus. For a more detailed description of our common stock, see the section entitled
“Description of Capital Stock – Common Stock” beginning on page 9 of this prospectus.

Our common stock is quoted on the NASDAQ Capital Market under the symbol “DARA.” The last reported sale price of our common stock on
April 2, 2012 was $1.26 per share.

We have retained Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) to act as placement agent in connection with this offering and to
use its “best efforts” to solicit offers to purchase the units. See “Plan of Distribution” beginning on page 16 of this prospectus for more
information regarding this agreement.


    Investing in our securities involves a high degree of risk. See “ Risk Factors ” beginning on page 6 of this
prospectus for more information.
                                                                                     Per Unit                     Total
                    Public offering price                                      $                          $
                    Placement Agent fees(1)                                    $                          $
                    Proceeds, before expenses, to us                           $                          $

(1)   In addition, we have agreed to reimburse the expenses of the Placement Agent as described in the Plan of Distribution herein.

The Placement Agent is not purchasing or selling any of units pursuant to this offering, nor are we requiring any minimum purchase or sale of
any specific number of units. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual
public offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the
maximum amounts set forth above. We expect that delivery of the units being offered pursuant to this prospectus will be made to purchasers on
or about [  ].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.




                                      Ladenburg Thalmann & Co. Inc.
                                                  The date of this prospectus is [•], 2012.
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                                                              Table of Contents

About this Prospectus                                                                  1
Cautionary Statement About Forward Looking Information                                 1
Prospectus Summary                                                                     1
The Offering                                                                           5
Risk Factors                                                                           6
Use of Proceeds                                                                        8
Dilution                                                                               8
Description of Capital Stock                                                           9
Description of Securities We Are Offering                                             14
Plan of Distribution                                                                  16
Legal Matters                                                                         17
Experts                                                                               17
Disclosure of Commission Position on Indemnification for Securities Act Liabilities   17
Where You Can Find More Information                                                   18
Documents Incorporated by Reference                                                   18
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                                                              About this Prospectus

In this prospectus, the “Company,” “we,” “us,” and “our” and similar terms refer to DARA BioSciences, Inc. References to our “common
stock” refer to the common stock of DARA BioSciences, Inc.

You should read this prospectus together with additional information described under the headings “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.” If there is any inconsistency between the information in this prospectus and the
documents incorporated by referenced herein, you should rely on the information in this prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the placement agent
have authorized any other person to provide information different from that contained in this prospectus and the documents incorporated by
reference herein. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus is accurate as of the dates on the cover page, regardless of time of delivery of the prospectus or any
sale of securities. Our business, financial condition, results of operation and prospects may have changed since that date.


                                         Cautionary Statement About Forward Looking Information

This prospectus, including the information incorporated by reference herein, contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections regarding management’s beliefs and assumptions about the industry in which we operate.
Such statements include, in particular, statements about our plans, strategies and prospects under the headings “Prospectus Summary,” “Risk
Factors,” “Use of Proceeds,” and “Plan of Distribution.” When used in this prospectus, the words “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions identify
forward-looking statements.

Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times
at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the
statements are made and involve known and unknown risks, uncertainties and other factors that may cause actual outcomes and results to differ
materially from what is expressed or forecasted in such forward-looking statements.

Except as required by applicable law, we assume no obligation to update any forward-looking statements publicly or to update the reasons why
actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in
the future.


                                                              Prospectus Summary

This summary highlights information about our Company and this offering contained elsewhere in this prospectus or incorporated by reference
herein and is qualified in its entirety by the more detailed information and financial statements included elsewhere or incorporated by reference
in this prospectus. You should read this entire prospectus carefully, including “Risk Factors” as well as the information incorporated by
reference in this prospectus, before making an investment decision.

Overview
DARA BioSciences, Inc. (NASDAQ: DARA) is a specialty pharmaceutical company focused on the development and commercialization of
oncology treatment and supportive care pharmaceutical products. Through our acquisition of Oncogenerix, Inc., which occurred on January 17,
2012, we acquired exclusive U.S. marketing rights to our first commercial proprietary product, Soltamox® (oral liquid tamoxifen). Soltamox®
has been approved by the U.S. Food and Drug Administration (“FDA”) for the treatment of breast cancer. We also have an exclusive
distribution agreement with Uman Pharma Inc. to commercialize gemcitabine in the U.S. Gemcitabine
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went off patent in 2011 in the U.S. and is widely prescribed as first-line therapy for ovarian, breast, lung and pancreatic cancers. Additionally,
we continue to have an internal clinical development program focused on two drug candidates, KRN5500 and DB959. DARA BioSciences,
Inc. was incorporated on June 22, 2002 and is headquartered in Raleigh, NC.

Our executive offices are located at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina 27615, and our telephone number is
919.872.5578. Our Internet address is www.darabiosciences.com. The information on our website is not incorporated by reference into this
prospectus, and you should not consider it part of this prospectus.

Product Commercialization and Development
Our primary focus is on the development and commercialization of the following types of oncology treatment and supportive care
pharmaceutical products:
      •      Soltamox®, an FDA-approved liquid formulation of tamoxifen and other liquid formulation products;
      •      Gemcitabine and other generic sterile injectable cytotoxic products; and
      •      Cancer support therapeutics.

As described below, we currently have exclusive licenses to two FDA approved product, Soltamox® and Bionect®, and an exclusive
distribution agreement to commercialize gemcitabine in the U.S. We are working to build a portfolio of additional products through licenses
and other collaborative arrangements.

Oral liquid formulations of FDA approved products
Oral liquids can effectively provide an attractive alternative to solid dose formulations for those patients with dysphagia, or difficulty
swallowing, or who simply prefer to take drug products in liquid form. Dysphagia is a condition that exists in a portion of the population,
particularly the elderly. Those suffering from dysphagia often have difficultly or experience pain when using oral tablet or capsule products and
can benefit greatly from liquid formulations of drugs. In addition, breast cancer patients receiving chemotherapeutic agents are subject to
severe oral mucositis, which makes liquid medical formulations preferable.

      Soltamox®
Soltamox® (oral liquid tamoxifen), our first proprietary, FDA approved product, is a drug primarily used to treat breast cancer. Soltamox® will
be the only liquid formulation of tamoxifen available for sale in the United States. As a result of our acquisition of Oncogenerix, we became
party to an exclusive license and distribution agreement with Rosemont Pharmaceuticals, Ltd., a U.K. based manufacturer, for rights to market
Soltamox® in the United States. Currently, Soltamox® is marketed only in the U.K. and Ireland by Rosemont Pharmaceuticals, Ltd.
Soltamox® is the subject of a U.S. issued patent which expires in June 2018. We expect to begin actively marketing and selling Soltamox® in
the U.S. in the second half of 2012.

Soltamox® is used primarily for the chronic treatment of breast cancer or for cancer prevention in certain susceptible breast cancer subgroups.
The National Cancer Institute (NCI) estimated in 2011 that 230,480 women would be diagnosed with breast cancer and 39,520 women would
die as a result of the disease. Tamoxifen therapy is generally indicated for breast cancer patients for up to 5 years.

In order to commercialize Soltamox®, we intend to establish a specialty commercial sales force which will market Soltamox® to oncologists.
Current physicians who prescribe tablet forms of tamoxifen in the United States are well known and easily identified by data sources such as
IMS and Wolters Kluwer, providers of information services for the healthcare industry.

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We will employ a multi-disciplinary approach to reach and educate health care providers, dispensers, patient advocacy groups, foundations,
caregivers and patients directly. We believe we can accomplish this through utilization of a combination of our own specialized sales
organization and independent sales representatives, innovative marketing programs, partnerships with Specialty Pharmacy Providers, working
with Patient Advocacy Groups and Foundations as well as collaborative arrangements with third party sales organizations.

Generic sterile injectable cytotoxic products
We are also focusing on the development and commercialization of generic sterile injectable cytotoxic products. Many cytotoxics have recently
lost patent protection or are scheduled to shortly lose such patent protection. We plan to partner with sterile injectable product manufacturers
who have the expertise and capability to provide a finished product from FDA inspected and approved facilities. Currently, the FDA review
and approval process for generic products is taking on average approximately 36 months.

      Gemcitabine
In February 2012, we entered into an Exclusive Distribution Agreement with Uman Pharma Inc. pursuant to which we received an exclusive
license to import, sell, market and distribute Uman’s gemcitabine lyophilized powder product in 200mg and 1g dosage sizes in the U.S.
Gemcitabine went off patent in 2011 in the U.S. and is widely prescribed as first-line therapy for ovarian, breast, lung and pancreatic cancers.
Uman plans to file an Abbreviated New Drug Application for gemcitabine with the FDA in the second half of 2012.

Cancer support therapeutics
We are also focusing on the development and commercialization of cancer support therapeutics. In March 2012 we entered into exclusive
agreement with Innocutis Holdings, LLC (“Innocutis”) for U.S. commercial rights to Bionect® (hyaluronic acid sodium salt, 0.2%) within the
oncology and radiation oncology marketplace. Bionect® is an FDA-approved product indicated for the management of, irritation of the skin as
well as first and second degree burns. Bionect® is currently being promoted and sold by Innocutis Holdings LLC in the dermatology market.
We expect to begin actively marketing and selling Bionect® in the second quarter of 2012.

Internal Drug Candidates
DARA had two internal drug candidates in clinical development prior to the acquisition of Oncogenerix in January 2012.
      •      KRN5500, a cancer support product for the treatment of neuropathic pain in cancer patients; and
      •      DP959, a first-in-class drug candidate for the treatment of type 2 diabetes and dyslipidemia.

KRN5500 is a novel, non-narcotic/non-opioid intravenous product for the treatment of neuropathic pain in patients with cancer. The drug has
successfully completed a Phase 2a proof of concept study in patients with end-stage cancer and analgesia-resistant neuropathic pain where it
showed statistically-significant pain reduction versus placebo (p = 0.03) using standardized pain test scores. There were no major safety
concerns. The FDA has designated KRN5500 a Fast Track drug, based on its potential usefulness in treating a serious medical condition and in
fulfilling an unmet medical need. We are working with the National Cancer Institute (NCI) to design an additional clinical trial under joint
DARA-NCI auspices. Since KRN5500 would complement the portfolio of oncology treatment and supportive care pharmaceuticals we are
seeking to build, we are considering further internal Phase 2 development to a potential ex-US partnering point, while retaining the US market
opportunity.

DB959 comes from a family of PPAR alpha/delta/gamma agonists licensed from Bayer Pharmaceuticals Corporation. DB959 is a first-in-class,
small molecule, non-TZD PPAR delta/gamma agonist for the treatment of diabetes and hyperlipidemia. The drug activates genes involved in
the metabolism of sugars and fats, thereby improving the body’s ability to regulate both aspects of diabetes. DB959 has successfully completed
Phase 1

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trials, in which it demonstrated a good safety profile even when dosed at approximately 10 times the anticipated human dose. In addition, the
drug has a pharmacokinetic profile supporting once-a-day oral dosing. Our review of non-clinical studies in models predictive of human
disease indicates that DB959 provides glucose control and increases (good) HDL cholesterol better than rosiglitazone (Avandia) with less
weight gain. DB959 is targeted for out-licensing to partners more able to sustain the prolonged time-lines and significant costs involved in
diabetes drug development.

We also have families of patents covering additional PPAR agonists and DPPIV inhibitors, with potential applications in the areas of diabetes,
metabolic and inflammatory disease. We are currently evaluating partnering and other opportunities to maximize the potential commercial
value of these assets.

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                                                                 The Offering

Issuer                                                                        DARA BioSciences, Inc.
Securities offered                                                            15,000 units, with each unit consisting of one share of Series B-2
                                                                              preferred stock and a warrant exercisable for [  ] shares of our
                                                                              common stock. Units will not be issued or certificated. The shares
                                                                              of Series B-2 stock and the warrants are immediately separable and
                                                                              will be issued separately.
Offering Price                                                                $1,000 per unit
Description of Series B-2 preferred stock                                     Each unit includes one share of Series B-2 preferred stock. Series
                                                                              B-2 preferred stock has a liquidation preference and is redeemable
                                                                              at the option of the Company. See the section entitled “Description
                                                                              of Capital Stock – Series B-2 Preferred Stock” beginning on page
                                                                              13.
Conversion Price of Series B-2 preferred stock                                $[  ]
Shares of common stock underlying the shares of Series B-2 preferred          Based on an assumed conversion price of $1.26, which was the last
  stock included in units                                                     reported sale price for our common stock on April 2, 2012,
                                                                              7,936,508 shares.
Description of warrants                                                       The warrants will be immediately exercisable and expire on the [ 
                                                                              ] anniversary of the date of issuance. One-half of the warrants will
                                                                              have an initial exercise price per share equal to $[  ]. One-half of
                                                                              the warrants will have an initial exercise price per share equal to $[
                                                                               ].
Shares of common stock underlying the warrants included in units              Based on an assumed conversion price of $1.26, which was the last
                                                                              reported sale price for our common stock on April 2, 2012,
                                                                              11,904,762 shares.
Shares of common stock outstanding before this offering                       7,698,973 shares
Common stock to be outstanding after this offering, including shares of       [  ] shares
  common stock underlying shares of Series B-2 preferred stock
  included in units
Use of proceeds                                                               Assuming all units are sold, we estimate that the net proceeds to us
                                                                              from this offering will be approximately $13.5 million. We intend to
                                                                              use the net proceeds from this offering to fund expenses associated
                                                                              with our efforts to develop and commercialize a portfolio of
                                                                              oncology treatment and supportive care pharmaceutical products
                                                                              and for working capital and general

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                                                                             corporate purposes. See “Use of Proceeds.”
Limitations on beneficial ownership                                          Notwithstanding anything herein to the contrary, the Company will
                                                                             not permit the conversion of the Series B-2 preferred stock or
                                                                             exercise of the warrants of any holder, if after such conversion or
                                                                             exercise such holder would beneficially own more than 4.99% of the
                                                                             shares of common stock then outstanding.
Risk factors                                                                 You should carefully read and consider the information set forth
                                                                             under “Risk Factors” below, before deciding to invest in our
                                                                             securities.

The number of shares of common stock outstanding before and after the offering is based on 7,698,973 shares outstanding as of April 2, 2012
and excludes:
      •        586,209 shares of common stock issuable upon the conversion of outstanding shares of Series A and Series B preferred stock;
      •        3,046,581 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of
               $5.80 per share;
      •        1,055,098 shares of common stock issuable upon the exercise of outstanding options with a weighted average exercise price of
               $2.80 per share;
      •        353,121 shares of common stock reserved for future grants and awards under our equity incentive plans;
      •        Up to 1,114,560 shares of common stock that may be issued to former Oncogenerix, Inc. stockholders, subject to stockholder
               approval and based upon our company’s achievement of certain revenue or market capitalization milestones during the 60 months
               following the merger with Oncogenerix, which occurred on January 17, 2012; and
      •        shares of common stock issuable upon exercise of warrants to be issued in connection with this offering.


                                                                    Risk Factors

Investing in our securities involves risk. You should carefully consider the risks described below as well as those risk factors incorporated by
reference herein before making an investment decision. The risks below relate to this offering. In addition, our Company is subject to a variety
of risks that may be found in the documents incorporated by reference herein, including those risk factors described in our Annual Report on
Form 10-K for our most recent fiscal year (together with any material changes thereto contained in subsequent filed reports and other filings
with the SEC). The risks and uncertainties described below and in the documents incorporated by reference are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our
business operations. If any of the following risks, or those incorporated by reference actually occur, our business, results of operations and
financial condition could suffer. In that event the trading price of our common stock could decline, and you may lose all or part of your
investment in the units if the conversion price or exercise price is in excess of the trading price of our common stock. The risks discussed below
and those incorporated by reference also include forward-looking statements and our actual results may differ substantially from those
discussed in these forward-looking statements.

      As a new investor, you will incur substantial dilution as a result of this offering and future equity issuances, and as result, our stock
      price could decline.

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Our net tangible book value as of December 31, 2011 was $959,148, or $0.17 per share of common stock. Net tangible book value per share
represents total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. On a pro forma basis after
giving effect to (1) our issuance of 1,114,560 shares of common stock to Oncogenerix, Inc. stockholders in connection with our merger
transaction with Oncogenerix described in our Current Report on Form 8-K filed on January 17, 2012 and based on a preliminary purchase
price allocation and (2) our sale of 1700 shares of Series B preferred stock pursuant to the offering described in our Prospectus Supplement
filed with the SEC on January 19, 2012 and assuming the conversion of all the shares of Series B preferred stock sold in the offering and our
receipt of net proceeds from the offering of approximately $1.5 million (and excluding shares of common stock issuable upon the exercise of
warrants issued in such offering), our net tangible book value as of December 31, 2011 would have been $2,490,148 or $0.31 per share. After
giving effect to the sale of 15,000 shares of Series B-2 preferred stock in this offering and assuming the conversion of all the shares of Series
B-2 preferred stock sold in the offering at an assumed conversion price of $1.26 which was the last reported sale price for our common stock on
April 2, 2012 (and excluding shares of common stock issuable upon exercise of warrants), our net tangible book value as of December 31, 2011
would have been $16,040,148, or $0.81 per share. This represents an immediate increase in net tangible book value of $0.50 per share to
existing stockholders and an immediate dilution in net tangible book value of $0.45 per share to investors in this offering. See “Dilution.” In
addition to this offering, subject to market conditions and other factors, it is likely that we will pursue additional capital to finance our
operations and to fund clinical trials, regulatory submissions and the development, manufacture and marketing of other products under
development and new product opportunities. Accordingly, we may conduct substantial future offerings of equity or debt securities. The
exercise of outstanding options and warrants and future equity issuances, including future public offerings of future private placements of
equity securities and any additional shares issued in connection with acquisitions, will result in dilution to investors. In addition, the market
price of our common stock could fall as a result of resales of any of these shares of common stock to an increased number of shares available
for sale in the market.

      We will have broad discretion over the use of the proceeds of this offering and may not realize a return.

We will have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds to fund our
commercialization activities, further develop our product candidates, for working capital and for general corporate purchases. We may use the
net proceeds for purposes that do not yield a significant return, if any, for our stockholders.

      There is no public market for the Series B-2 preferred stock or warrants to purchase common stock in this offering.

There is no established public trading market for the Series B-2 preferred stock or warrants included in the units being sold in this offering, and
we do not expect a market to develop. In addition, we do not intend to apply for listing the Series B-2 preferred stock or warrants on any
securities exchange. Without an active market, the liquidity of these securities will be limited.

      The warrants may not have any value.

The warrants will be immediately exercisable and expire on the [  ] anniversary of the date of issuance. One-half of the warrants will have an
initial exercise price per share equal to $[*]. One-half of the warrants will have an initial exercise price per share equal to $[*]. In the event that
our common stock price does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrants
may not have any value.

      Holders of our warrants will have no rights as a common stockholder until they acquire our common stock.

Until you acquire shares of our common stock upon exercise of your warrants, you will have no rights with respect to our common stock. Upon
exercise of your warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date
occurs after the exercise date.

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                                                                    Use of Proceeds

Assuming all units are sold, we estimate that the net proceeds to us from this offering will be approximately $13.5 million. This amount does
not include the proceeds which we may receive in connection with the exercise of the warrants. We cannot predict when or if the warrants will
be exercised, and it is possible that the warrants may expire and never be exercised. The offering does not specify any minimum sale of any
specific number of units and, as a result, the net proceeds actually received by us may be considerably less than the estimated net proceeds
above.

We intend to use the net proceeds from this offering to fund expenses associated with our efforts to develop and commercialize a portfolio of
oncology treatment and supportive care pharmaceutical products and for working capital and general corporate purposes.

The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by
our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation of the net proceeds of
this offering.

Pending use of the net proceeds of this offering, we intend to invest such net proceeds in short-term, interest-bearing investment grade
securities.


                                                                           Dilution

Our net tangible book value as of December 31, 2011 was $959,148, or $0.17 per share of common stock. Net tangible book value per share
represents total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. On a pro forma basis after
giving effect to (1) our issuance of 1,114,560 shares of common stock to Oncogenerix, Inc. stockholders in connection with our merger
transaction with Oncogenerix described in our Current Report on Form 8-K filed on January 17, 2012 (and excluding the issuance of the up to
1,114,560 additional shares of common stock that may be issued to former Oncogenerix, Inc. stockholders, subject to stockholder approval and
based upon our achievement of certain revenue milestones during the 60 months following the merger) and based on a preliminary purchase
price allocation and (2) our sale of 1700 shares of Series B preferred stock pursuant to the offering described in our Prospectus Supplement
filed with the SEC on January 19, 2012 and assuming the conversion of all the shares of Series B preferred stock sold in the offering and our
receipt of net proceeds from the offering of approximately $1.5 million (and excluding shares of common stock issuable upon the exercise of
warrants issued in such offering), our net tangible book value as of December 31, 2011 would have been $2,490,148 or $0.31 per share. After
giving effect to the sale of 15,000 shares of Series B-2 preferred stock in this offering and assuming the conversion of all the shares of Series
B-2 preferred stock sold in the offering at an assumed conversion price of $1.26 which was the last reported sale price for our common stock on
April 2, 2012 (and excluding shares of common stock issuable upon exercise of warrants), our net tangible book value as of December 31, 2011
would have been $16,040,148, or $0.81 per share. This represents an immediate increase in net tangible book value of $0.50 per share to
existing stockholders and an immediate dilution in net tangible book value of $0.45 per share to investors in this offering. The following table
illustrates this calculation.

                    Assumed Series B-2 Conversion Price                                                                  $ 1.26
                        Pro forma net tangible book value per share as of December 31, 2011             $ 0.31
                        Increase per share attributable to this offering                                $ 0.50
                         As adjusted tangible book value per share after this offering                                   $ 0.81
                    Dilution per share to new investors in this offering                                                 $ 0.45


The number of shares of common stock outstanding used for existing stockholders in the table and calculations above is based on 5,600,804
shares outstanding as of December 31, 2011 and excludes:
      •      331,200 shares of common stock issuable upon the conversion of outstanding shares of Series A preferred stock;

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      •      2,427,273 shares of common stock issuable upon the exercise of warrants with a weighted average exercise price of $6.95 per
             share;
      •      1,028,848 shares of common stock issuable upon the exercise of options with a weighted average exercise price of $3.05 per share;
      •      86,421 shares of common stock reserved for future grants and awards under our equity incentive plans; and
      •      shares of common stock issuable upon the exercise of warrants issued pursuant to this offering.


                                                           Description of Capital Stock

The following is a summary of all material characteristics of our capital stock as set forth in our certificate of incorporation and bylaws. The
summary does not purpose to be complete and is qualified in its entirety by reference to our certificate of incorporation and bylaws, and to the
provisions of the General Corporation Law of the State of Delaware, as amended, or the Delaware General Corporation Law.

Each unit includes (1) one share of Series B-2 preferred stock and (2) a warrant exercisable for approximately [  ] shares of common stock.

Common Stock
General
We currently have authority to issue 75,000,000 shares of our common stock, par value $0.01 per share and 1,000,000 shares of preferred
stock, par value $0.01 per share, of which 993,500 are undesignated. As of April 2, 2012, we had 7,698,973 shares of common stock issued and
outstanding and 828 shares of Series A preferred stock and 350 shares of Series B preferred stock issued and outstanding.

Voting Rights
Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of shareholders. There is no cumulative
voting.

Dividend and Liquidation Rights
The holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available for the payment of
dividends at the times and in the amounts as our board of directors may from time to time determine. The shares of our common stock are
neither redeemable nor convertible. Holders of our common stock have no preemptive or subscription rights to purchase any of our securities.
Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata our assets which are legally
available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then
outstanding.

We have never paid any cash dividends on our common stock.

Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Trust & Transfer Company.

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Equity Compensation Plans
We have two share-based compensation plans, the 2008 Employee, Director, and Consultant Stock Plan and the 2003 Amended and Restated
Employee, Director, and Consultant Stock Plan, together referred to herein as the “Stock Plans.” As of April 2, 2012, options to purchase
1,055,098 shares of our common stock were issued and outstanding under the Stock Plans with a weighted-average price of $2.80 and 353,121
shares of our common stock were reserved for future issuance under the Stock Plans.

Outstanding Warrants
As of April 2, 2012, we had issued and outstanding a total of 3,046,581 warrants to purchase our common stock outstanding at a
weighted-average exercise price of $5.80.

Series A Preferred Stock
Our certificate of incorporation authorizes 1,000,000 shares of preferred stock. Our board of directors is authorized, without further stockholder
action, to establish various series of preferred stock from time to time and to determine the rights, preferences and privileges of any unissued
series including, among other matters, any dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms, the number of shares constituting any such series, and the description thereof and to issue any such shares. Our
Board has designated 4,800 shares of preferred stock as Series A Convertible Preferred Stock (“Series A preferred stock”), par value $0.01 per
share. As of April 2, 2012, there were 828 shares of Series A preferred stock outstanding. Although there is no current intent to do so, our
board of directors may, without stockholder approval, issue shares of an additional class or series of preferred stock with voting and conversion
rights which could adversely affect the voting power of the holders of the common stock or the convertible preferred stock, except as
prohibited by the certificate of designation of preferences, rights and limitations of Series A preferred stock.

Liquidation Preference
The Series A preferred stock ranks, with respect to rights upon liquidation, winding-up or dissolution, (1) senior to common stock, (2) senior to
any series of preferred stock ranked junior to the Series A preferred stock, and (3) junior to all existing and future indebtedness of the
Company.

Voting Rights
Except as required by law, holders of the Series A preferred stock do not have rights to vote on any matters, questions or proceedings,
including the election of directors. However, as long as any shares of Series A preferred stock are outstanding, we will not, without the
affirmative vote of the holders of 50.1% or more of the then outstanding shares of the Series A preferred stock, (1) alter or change adversely the
powers, preferences or rights given to the Series A preferred stock or alter or amend the certificate of designation, (2) authorize or create any
class of stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series A
preferred stock, (3) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights of the
holders of Series A preferred stock, (4) increase the number of authorized shares of Series A preferred stock, or (5) enter into any agreement
with respect to any of the foregoing.

Delaware Law
Notwithstanding certain protections in the certificate of designation for holders of Series A preferred stock, Delaware law also provides holders
of preferred stock with certain rights. The holders of the outstanding shares of Series A preferred stock will be entitled to vote as a class upon a
proposed amendment to the certificate of incorporation if the amendment would:

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      •       increase or decrease the aggregate number of authorized shares of Series A preferred stock;
      •       increase or decrease the par value of the shares of Series A preferred stock; or
      •       alter or change the powers, preferences, or special rights of the shares of Series A preferred stock so as to affect them adversely.

Redemption
We will have the right to redeem the Series A preferred stock for a cash payment equal to 120% of the stated value of the Series A preferred
stock. Holders of Series A preferred stock will receive 20 trading days prior notice of any redemption and will have the ability to convert the
Series A preferred stock into common stock during this notice period.

Conversion
Subject to certain ownership limitations as described below, the Series A preferred stock is convertible at any time at the option of the holder
into shares of our common stock at a conversion ratio determined by dividing the stated value of the Series A preferred stock (or $1,000) by a
conversation price of $2.50 per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of
shares and similar recapitalization transactions. Subject to limited exceptions, a holder of shares of Series A preferred stock will not have the
right to convert any portion of its Series A preferred stock if the holder, together with its affiliates, would beneficially own in excess of 4.99%
of the number of shares of our common stock outstanding immediately after giving effect to its conversion. As of April 2, 2012, the 828
outstanding shares of Series A preferred stock were convertible into a total of 331,200 shares of Common Stock.

Dividends
The Series A preferred stock is entitled to receive dividends (on an “as converted to common stock” basis) to and in the same form as dividends
actually paid on shares of our common stock. No other dividends will be paid on shares of Series A preferred stock.

Liquidation
Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the
Company, before any distribution or payment is made to the holders of any junior securities, the holders of Series A preferred stock shall first
be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to $1,000 per share, after
which any remaining assets of the Company shall be distributed among the holders of the other class or series of stock in accordance with the
Company’s Certificate of Incorporation.

Series B Preferred Stock
Our certificate of incorporation authorizes 1,000,000 shares of preferred stock. Our board of directors is authorized, without further stockholder
action, to establish various series of preferred stock from time to time and to determine the rights, preferences and privileges of any unissued
series including, among other matters, any dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms, the number of shares constituting any such series, and the description thereof and to issue any such shares. Our
Board has designated 1,700 shares of preferred stock as Series B Convertible Preferred Stock (“Series B preferred stock”), par value $0.01 per
share. As of April 2, 2012, there were 350 shares of Series B preferred stock outstanding. Although there is no current intent to do so, our board
of directors may, without stockholder approval, issue shares of an additional class or series of preferred stock with voting and conversion rights
which could adversely affect the voting power of the holders of the common stock or the convertible

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preferred stock, except as prohibited by the certificate of designation of preferences, rights and limitations of Series B preferred stock.

Liquidation Preference
The Series B preferred stock ranks, with respect to rights upon liquidation, winding-up or dissolution, (1) senior to common stock, (2) senior to
any series of preferred stock ranked junior to the Series B preferred stock, (3) junior to Series A preferred stock and (4) junior to all existing
and future indebtedness of the Company.

Voting Rights
Except as required by law, holders of the Series B preferred stock do not have rights to vote on any matters, questions or proceedings, including
the election of directors. However, as long as any shares of Series B preferred stock are outstanding, we will not, without the affirmative vote
of the holders of 50.1% or more of the then outstanding shares of the Series B preferred stock, (1) alter or change adversely the powers,
preferences or rights given to the Series B preferred stock or alter or amend the certificate of designation, (2) authorize or create any class of
stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series B
preferred stock, (3) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights of the
holders of Series B preferred stock, (4) increase the number of authorized shares of Series B preferred stock, or (5) enter into any agreement
with respect to any of the foregoing.

Delaware Law
Notwithstanding certain protections in the certificate of designation for holders of Series B preferred stock, Delaware law also provides holders
of preferred stock with certain rights. The holders of the outstanding shares of Series B preferred stock will be entitled to vote as a class upon a
proposed amendment to the certificate of incorporation if the amendment would:
      •      increase or decrease the aggregate number of authorized shares of Series B preferred stock;
      •      increase or decrease the par value of the shares of Series B preferred stock; or
      •      alter or change the powers, preferences, or special rights of the shares of Series B preferred stock so as to affect them adversely.

Redemption
We will have the right to redeem the Series B preferred stock for a cash payment equal to 120% of the stated value of the Series B preferred
stock. Holders of Series B preferred stock will receive 20 trading days prior notice of any redemption and will have the ability to convert the
Series B preferred stock into common stock during this notice period.

Conversion
Subject to certain ownership limitations as described below, the Series B preferred stock is convertible at any time at the option of the holder
into shares of our common stock at a conversion ratio determined by dividing the stated value of the Series B preferred stock (or $1,000) by a
conversion price of $1.3725 per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions. Subject to limited exceptions, a holder of shares of Series B preferred stock will not have the
right to convert any portion of its Series B preferred stock if the holder, together with its affiliates, would beneficially own in excess of 4.99%
of the number of shares of our common stock outstanding immediately after giving effect to its conversion. As of April 2, 2012, the 350
outstanding shares of Series B preferred stock were convertible into a total of 255,009 shares of Common Stock.

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Dividends
The Series B preferred stock is entitled to receive dividends (on an “as converted to common stock” basis) to and in the same form as dividends
actually paid on shares of our common stock. No other dividends will be paid on shares of Series B preferred stock.

Liquidation
Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the
Company and after payment to the holders of Series A preferred stock, but before any distribution or payment is made to the holders of any
junior securities, the holders of Series B preferred stock shall be entitled to be paid out of the assets of the Company available for distribution to
its stockholders an amount equal to $1,000 per share, after which any remaining assets of the Company shall be distributed among the holders
of the other class or series of stock in accordance with the Company’s Certificate of Incorporation.

Series B-2 Preferred Stock
Our certificate of incorporation authorizes 1,000,000 shares of preferred stock. Our board of directors is authorized, without further stockholder
action, to establish various series of preferred stock from time to time and to determine the rights, preferences and privileges of any unissued
series including, among other matters, any dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms, the number of shares constituting any such series, and the description thereof and to issue any such shares. Our
Board has designated [  ] shares of preferred stock as Series B-2 Convertible Preferred Stock (“Series B-2 preferred stock”), par value $0.01
per share. As of April 2, 2012, there were no shares of Series B-2 preferred stock outstanding. Although there is no current intent to do so, our
board of directors may, without stockholder approval, issue shares of an additional class or series of preferred stock with voting and conversion
rights which could adversely affect the voting power of the holders of the common stock or the convertible preferred stock, except as
prohibited by the certificate of designation of preferences, rights and limitations of Series B-2 preferred stock.

Liquidation Preference
The Series B-2 preferred stock ranks, with respect to rights upon liquidation, winding-up or dissolution, (1) senior to common stock, (2) senior
to any series of preferred stock ranked junior to the Series B-2 preferred stock, (3) junior to Series A preferred stock, (4) junior to Series B
preferred stock and (5) junior to all existing and future indebtedness of the Company.

Voting Rights
Except as required by law, holders of the Series B-2 preferred stock do not have rights to vote on any matters, questions or proceedings,
including the election of directors. However, as long as any shares of Series B-2 preferred stock are outstanding, we will not, without the
affirmative vote of the holders of 50.1% or more of the then outstanding shares of the Series B-2 preferred stock, (1) alter or change adversely
the powers, preferences or rights given to the Series B-2 preferred stock or alter or amend the certificate of designation, (2) authorize or create
any class of stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the
Series B-2 preferred stock, (3) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights
of the holders of Series B-2 preferred stock, (4) increase the number of authorized shares of Series B-2 preferred stock, or (5) enter into any
agreement with respect to any of the foregoing.

Delaware Law
Notwithstanding certain protections in the certificate of designation for holders of Series B-2 preferred stock, Delaware law also provides
holders of preferred stock with certain rights. The holders of the outstanding shares of

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Series B-2 preferred stock will be entitled to vote as a class upon a proposed amendment to the certificate of incorporation if the amendment
would:
      •       increase or decrease the aggregate number of authorized shares of Series B-2 preferred stock;
      •       increase or decrease the par value of the shares of Series B-2 preferred stock; or
      •       alter or change the powers, preferences, or special rights of the shares of Series B-2 preferred stock so as to affect them adversely.

Redemption
We will have the right to redeem the Series B-2 preferred stock for a cash payment equal to 120% of the stated value of the Series B-2
preferred stock. Holders of Series B preferred stock will receive 20 trading days prior notice of any redemption and will have the ability to
convert the Series B-2 preferred stock into common stock during this notice period.

Conversion
Subject to certain ownership limitations as described below, the Series B-2 preferred stock is convertible at any time at the option of the holder
into shares of our common stock at a conversion ratio determined by dividing the stated value of the Series B-2 preferred stock (or $1,000) by a
conversation price of $[  ] per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions. In addition, until such time that for at least 20 trading days during any 30 consecutive trading
days, the volume weighted average price of our common stock exceed [  ] of the initial conversion price and the average daily dollar trading
volume during such period exceeds $150,000 per trading day, if we sell or grant any option to purchase or sell any common stock or common
stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than the then conversion
price (the “Base Conversion Price”), then the conversion price shall be reduced to equal the Base Conversion Price. Subject to limited
exceptions, a holder of shares of Series B-2 preferred stock will not have the right to convert any portion of its Series B-2 preferred stock if the
holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding
immediately after giving effect to its conversion.

Dividends
The Series B-2 preferred stock is entitled to receive dividends (on an “as converted to common stock” basis) to and in the same form as
dividends actually paid on shares of our common stock. No other dividends will be paid on shares of Series B-2 preferred stock.

Liquidation
Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the
Company and after payment to the holders of Series A preferred stock and the holders of Series B preferred stock, but before any distribution
or payment is made to the holders of any junior securities, the holders of Series B-2 preferred stock shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders an amount equal to $1,000 per share, after which any remaining assets of the
Company shall be distributed among the holders of the other class or series of stock in accordance with the Company’s Certificate of
Incorporation.


                                                     Description of Securities We Are Offering

We are offering 15,000 shares of our Series B-2 preferred stock and warrants to purchase up to [  ] shares of our common stock. The Series
B-2 preferred stock and warrants will be sold in units, with each unit consisting of one

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share of Series B-2 preferred stock and a warrant exercisable for approximately [  ] shares of our common stock. Units will not be issued or
certificated. The shares of common stock and warrants are immediately separable and will be issued separately. The shares of common stock
issuable form time to time upon exercise of the warrants, if any, are also being offering pursuant to this prospectus.

Common Stock
The material terms and provisions of our common stock and each other class of our securities which qualifies or limits our common stock are
described under the caption “Description of Capital Stock” beginning on page 9 of this prospectus.

Series B-2 Preferred Stock
The material terms and provision of our Series B-2 preferred stock and each other class of our securities which qualifies or limits our Series
B-2 preferred stock are described under the caption “Description of Capital Stock” beginning on page 9 of this prospectus.

Warrants
The material terms and provisions of the warrants being offered pursuant to this prospectus are summarized below. However, this summary of
some provisions of the warrants is not complete. For the complete terms of the warrants, you should refer to the form warrants filed as exhibits
to the registration statement of which this prospectus is a part.

Each unit includes (1) a warrant to purchase approximately [  ] shares of common stock and an exercise price equal to $[  ] per share and
(2) a warrant to purchase approximately [  ] shares of common stock and an exercise price equal to $[  ] per share. Subject to certain
limitations as described below the warrants are immediately exercisable and expire on the [  ] anniversary of the date of issuance. Subject to
limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates,
would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such
exercise.

The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of
recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our
common stock, and also upon any distributions of assets, including cash, stock or other property to our stockholders. The warrant holders must
pay the exercise price in cash upon exercise of the warrants, unless such warrant holders are utilizing the cashless exercise provision of the
warrants. After the close of business on the expiration date, unexercised warrants will become void.

In addition, in the event we consummate a merger or consolidation with or into another person or other reorganization event in which our
common shares are converted or exchange for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise
dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding common shares, then following
such event, the holders of the warrants will be entitled to receive upon exercise of the warrants the same kind and amount of securities, cash or
property which the holders would have received had they exercised the warrants immediately prior to such fundamental transaction. Any
successor to us or surviving entity shall assume the obligations under the warrants. In addition, as further described in the form of warrant filed
as an exhibit to this registration statement, in the event of any fundamental transaction completed for cash, as a transaction under Rule 13e-3 of
the Exchange Act, or involving a person not trading on a national securities exchange, the holders of the warrants will have the right to require
us to purchase the warrants for an amount in cash that is determined in accordance with a formula set forth in the warrants.

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Upon the holder’s exercise of a warrant, we will issue the shares of common stock issuable upon exercise of the warrant within three business
days following our receipt of notice of exercise and payment of the exercise price, subject to surrender of the warrant.

Prior to the exercise of any warrants to purchase common stock, holders of the warrants will not have any of the rights of holders of the
common stock purchasable upon exercise, including the right to vote or to receive any payments of dividends on the common stock
purchasable upon exercise.


                                                               Plan of Distribution

Ladenburg Thalmann & Co. Inc., which we refer to herein as the Placement Agent, has agreed to act as placement agent in connection with this
offering subject to the terms and conditions of the placement agent agreement dated [  ], 2012. The Placement Agent is not purchasing or
selling any units offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of units,
but has agreed to use its best efforts to arrange for the sale of all of the units offered hereby. The Placement Agent may retain other brokers or
dealers to act as sub-agents or selected-dealers on its behalf in connection with the offering. Therefore, we will enter into a purchase agreement
directly with investors in connection with this offering and we may not sell the entire amount of units offered pursuant to this prospectus.

We have agreed to pay the Placement Agent a placement agent’s fee equal to eight percent (8%) of the aggregate purchase price of the units
sold in this offering.

We will also reimburse the Placement Agent for its reasonable out-of-pocket expenses, including, without limitation, fees and expenses of
counsel to the Placement Agent, on an accountable basis not to exceed $20,000 in the aggregate without our prior consent, but in no event shall
such reimbursement exceed 1% of the aggregate purchase price of the units sold in this offering, subject to compliance with FINRA Rule
5110(f)(2)(D).

The following table shows the per unit and total placement agent’s fees that we will pay to the Placement Agent in connection with the sale of
the shares and warrants offered pursuant to this prospectus assuming the purchase of all of the units offered hereby.

                       Per unit placement agent’s fees                                                   $        80.00
                       Maximum offering total                                                            $    1,200,000

Because there is no minimum amount required as a condition to the closing in this offering, the actual total offering commissions, if any, are
not presently determinable and may be substantially less than the maximum amount set forth above.

Our obligations to issue and sell units to the purchasers is subject to the conditions set forth in the securities purchase agreement, which may be
waived by us at our discretion. A purchaser’s obligation to purchase units is subject to the conditions set forth in the securities purchase
agreement as well, which may also be waived.

We estimate the total offering expenses in this offering that will be payable by us, excluding the placement agent’s fees, will be approximately
$250,000 which include legal, accounting and printing costs, various other fees and reimbursement of the placement agent’s expenses.

The foregoing does not purport to be a complete statement of the terms and conditions of the placement agent agreement and the securities
purchase agreement. A copy of the placement agent agreement and the form of securities purchase agreement with investors are included as
exhibits to the Registration Statement of which this prospectus forms a part.

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the units sold by it while acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act.

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As an underwriter, the Placement Agent would be required to comply with the Securities Act and the Securities Exchange Act of 1934, as
amended, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing
of purchases and sales of shares of common stock and warrants by the Placement Agent acting as principal. Under these rules and regulations,
the Placement Agent:
        •    may not engage in any stabilization activity in connection with our securities; and
        •    may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as
             permitted under the Exchange Act, until it has completed its participation in the distribution.


                                                                   Legal Matters

The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by K&L Gates LLP,
Raleigh, North Carolina.


                                                                      Experts

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2011, as set forth in their report, which is incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report,
given on their authority as experts in accounting and auditing.

Berman & Company, P.A., independent registered public accounting firm, has audited the balance sheet of Oncogenerix, Inc. as of
December 31, 2011 and the related statements of operations, stockholders’ deficit and cash flows for the five months ended December 31,
2011, the balance sheet of Oncogenerix, Inc. as of July 31, 2011 and the related statements of operations, stockholders’ deficit and cash flows
from February 2, 2011 (inception) to July 31, 2011 and the notes to these financial statements included in our Current Report on Form 8-K/A
filed with the Commission on April 2, 2012, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. The financial statements of Oncogenerix, Inc. are incorporated by reference in reliance on Berman & Company,
P.A.’s report, given their authority as experts in accounting and auditing.


                             Disclosure of Commission Position on Indemnification for Securities Act Liabilities

We are incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the Delaware General Corporation Law, as the
same exists or may hereafter be amended (“DGCL”), provides, among other things, that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him under Section 145.

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Our certificate of incorporation provides that, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty, our directors shall not be personally liable to us or our stockholders for monetary damages for any breach of
their fiduciary duty as directors. In addition, our certificate of incorporation provides that we shall indemnify each person who was or is a party,
or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was, or has agreed to become, one of our directors or officers or is or was serving,
or has agreed to serve, at our request as a director, officer or trustee of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against all expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

All of our directors and officers are covered by insurance policies maintained by us against specified liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to such directors, officers or
controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by such director,
officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.


                                                    Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the
“SEC”). You can inspect and copy these reports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also
maintains a web site that contains reports, proxy and information statements and other information regarding issuers, such as DARA
BioSciences, Inc. (http://www.sec.gov). Our web site is located at http://www.darabiosciences.com. The information contained on our web site
is not part of this prospectus.


                                                     Documents Incorporated by Reference

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this
document, except for any information superseded by information that is included directly in this document or incorporated by reference
subsequent to the date of this document.

This prospectus incorporates by reference the documents listed below:
        •    Our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 17, 2012; and
        •    Our Current Reports on Form 8-K and 8-K/A filed with the SEC on January 17, 2012, January 18, 2012, February 6,
             2012, February 15, 2012 and April 2, 2012 (other than any portions thereof deemed furnished and not filed).

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You may request a copy of these filings, at no cost, by writing or calling us at the following:

                                                            DARA BioSciences, Inc.
                                                         8601 Six Forks Road, Suite 160
                                                              Raleigh, NC 27615
                                                                (919) 872-5578

Copies of the documents incorporated by reference may also be found on our website at www.darabio.com.

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                            Units to Purchase 15,000 Shares of Series B-2 Preferred Stock
                    (and [  ] Shares of Common Stock Underlying the Series B-2 Preferred Stock)
                             Warrants to Purchase up to [  ] Shares of Common Stock
                      (and [  ] Shares of Common Stock Issuable Upon Exercise of Warrants)


                                                    Prospectus



                                  Ladenburg Thalmann & Co. Inc.
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                                              Part II Information Not Required in the Prospectus

Item 13.      Other Expenses of Issuance and Distribution
The following table sets forth expenses (estimated except for the registration fee) in connection with the offering described in the registration
statement:

                       SEC registration fee                                                                   $   3,438
                       Accounting fees and expenses                                                           $ 150,000
                       Legal fees and expenses                                                                $ 75,000
                       Printing expenses                                                                      $ 10,000
                       Miscellaneous                                                                          $ 11,562
                       Total                                                                                  $ 250,000

Item 14.      Indemnification of Directors and Officers
We are incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the Delaware General Corporation Law, as the
same exists or may hereafter be amended (“DGCL”), provides, among other things, that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him under Section 145.

Our certificate of incorporation provides that, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty, our directors shall not be personally liable to us or our stockholders for monetary damages for any breach of
their fiduciary duty as directors. In addition, our certificate of incorporation provides that we shall indemnify each person who was or is a party,
or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was, or has agreed to become, one of our directors or officers or is or was serving,
or has agreed to serve, at our request as a director, officer or trustee of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against all expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

All of our directors and officers are covered by insurance policies maintained by us against specified liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act.

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Item 15.      Recent Sales of Unregistered Securities
On January 17, 2012, we entered into an Agreement and Plan of Merger with Oncogenerix, Inc., a specialty bio-pharmaceutical company,
pursuant to which the shares of Oncogenerix common stock issued and outstanding immediately prior to the merger ceased to be outstanding
and were converted into 1,114,560 shares of our common stock. We issued these shares to the Oncogenerix stockholders without registration
under the Securities Act of 1933, as amended (the “Act”), or state securities laws, in reliance on the exemptions provided by Section 4(2) of the
Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Since the shares have not
been registered, they may not be offered or sold by investors absent registration or an applicable exemption from registration requirements,
such as the exemption afforded by Rule 144 under the Act. Subject to the volume limit, manner of sale and other requirements of Rule 144,
Oncogenerix stockholders who are not our affiliates would be able to re-sell the shares of our common stock acquired in merger following a six
month holding period.

In December 2011, we granted warrants to purchase a total of 200,000 shares of our common stock to two individuals. These warrants have ten
year terms and an exercise price of $1.31. These securities were issued upon the exemption from the registration provisions of the Act provided
for by Section 4(2) thereof for transactions not involving a public offering. Use of this exemption is based on the following facts:
        •    Neither we nor any person acting on our behalf solicited any offer to buy nor sell securities by any form of general solicitation or
             advertising.
        •    The purchaser has had access to information regarding DARA and is knowledgeable about us and our business affairs.
        •    All securities issued were issued with a restrictive legend and may only be disposed of pursuant to an effective registration or
             exemption from registration in compliance with federal and state securities laws.

On December 1, 2010, we entered into a letter of agreement with Brooke Capital Investment, LLC, an investor relations firm, pursuant to
which we agreed as partial consideration for services to be rendered to us under the agreement to issue to such firm a total of 25,000 shares of
our common stock on January 3, 2011. Also on December 1, 2010 we entered into a letter of agreement with ProActive Capital Resources
Group, LLC, an investor relations firm, pursuant to which we agreed as partial consideration for services to be rendered to us under the
agreement to issue to such firm a total of 20,000 shares of our common stock on January 3, 2011.

These shares were issued upon the exemption from the registration provisions of the Act provided for by Section 4(2) thereof for transactions
not involving a public offering. Use of this exemption is based on the following facts:
        •    Neither we nor any person acting on our behalf solicited any offer to buy nor sell securities by any form of general solicitation or
             advertising.
        •    At the time of the purchase, the purchaser was an accredited investor, as defined in Rule 501(a) of the Securities Act.
        •    The purchaser has had access to information regarding DARA and is knowledgeable about us and our business affairs.
        •    All shares issued were issued with a restrictive legend and may only be disposed of pursuant to an effective registration or
             exemption from registration in compliance with federal and state securities laws.

On February 26, 2010 and March 5, 2010, we entered into two Securities Purchase Agreements with certain accredited investors in connection
with the private issuance and sale to such investors of 228,243 units and 6,648 units, respectively (the “Feb./Mar. 2010 Private Placement”).
Our gross proceeds were $1,766,504. Each unit consisted of (1) one share of common stock and (2) one-half of a warrant to purchase one share
of common stock.

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The units were issued and sold to investors for $7.52 per unit. The warrants have an exercise price of $7.52 and are exercisable beginning six
months after the date of issuance with an expiration date of five years after the initial exercise date.

We sold the units to certain accredited investors without registration under the Act, or state securities laws, in reliance on the exemptions
provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state
laws. Since the units have not been registered, they may not be offered or sold by investors absent registration or an applicable exemption from
registration requirements, such as the exemption afforded by Rule 144 under the Act. Subject to the volume limit, manner of sale and other
requirements of Rule 144, investors who are not our affiliates would be able to re-sell the shares of our common stock acquired in the
Feb./Mar. 2010 Private Placement following a six month holding period.

On August 1, 2009 we entered into a letter of agreement with Cameron Associates, Inc., an investor relations firm, pursuant to which we agreed
as partial consideration for services to be rendered to us under the agreement to issue to such firm a total of 12,500 shares of our common
stock. These shares were issued as follows:
        •    6,250 shares on January 4, 2010;
        •    3,125 shares on April 30, 2010; and
        •    3,125 shares on July 31, 2010.

These shares were issued upon the exemption from the registration provisions of the Act provided for by Section 4(2) thereof for transactions
not involving a public offering. Use of this exemption is based on the following facts:
        •    Neither we nor any person acting on our behalf solicited any offer to buy nor sell securities by any form of general solicitation or
             advertising.
        •    At the time of the purchase, Cameron Associates, Inc. was an accredited investor, as defined in Rule 501(a) of the Securities Act.
        •    Cameron Associates, Inc. has had access to information regarding DARA and is knowledgeable about us and our business affairs.
        •    All shares issued to Cameron Associates, Inc. were issued with a restrictive legend and may only be disposed of pursuant to an
             effective registration or exemption from registration in compliance with federal and state securities laws.

On June 15, 2009, we entered into a Securities Purchase Agreement (the “June 2009 Purchase Agreement’) with certain accredited investors in
connection with the private issuance and sale to such investors of 214,618 Units (the “June 2009 Private Placement”). Our gross proceeds from
this sale were $1,397,000, and net proceeds after placement agent fees were $1,298,180.

Each Unit consisted of (1) one share of common stock and (2) one Warrant to purchase one share of common stock. The Units were issued and
sold to investors at a price per Unit equal to the average of the closing sales price on the NASDAQ Capital Market for one share of common
stock for the period of twenty (20) trading days ending on the last trading day prior to the date the investor executed the securities purchase
agreement and deposited the purchase price. With this pricing mechanism, different investors paid different prices in the June 2009 Private
Placement depending on when they signed the June 2009 Purchase Agreement and submitted their funds. Purchase prices ranged from $6.24 to
$8.80 per Unit. Each Warrant has an exercise price equal to $7.36, which was the consolidated closing bid price on the trading day prior to the
closing date. The Warrants are exercisable beginning 12 months after the date of issuance with an expiration date of 5 years after the date of
issuance. In addition to the Warrants issued to investors, the placement agents received a total of 9,491 Warrants.

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We sold the Units to certain accredited investors without registration under the Act, or state securities laws, in reliance on the exemptions
provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state
laws. Since the Units have not been registered, they may not be offered or sold by investors absent registration or an applicable exemption from
registration requirements, such as the exemption afforded by Rule 144 under the Act. Subject to the volume limit, manner of sale and other
requirements of Rule 144, investors who are not our affiliates would be able to re-sell the shares of our common stock acquired in the June
2009 Private Placement following a six month holding period.

Item 16.      Exhibits
A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

Item 17.      Undertakings
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
registrants, pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

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(i) if the registrant is relying on Rule 430B: (A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such effective date; or

(ii) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(7) That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.

(8) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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                                                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on April 4, 2012.

                                                                                        DARA BIOSCIENCES, INC.

                                                                                        By: /s/ David J. Drutz, M.D.
                                                                                            David J. Drutz, M.D.
                                                                                            President and Chief Executive Officer

Dated: April 4, 2012

Pursuant to the requirements of the Securities and Exchange Act of 1933, as amended, this registration statement has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.

                                   Signature                                               Title                                    Date


                    /s/    David J. Drutz, M.D.                          President and Chief Executive Officer                 April 4, 2012
                           David J. Drutz, M.D.                              (Principal Executive Officer)

                          /s/   Ann A. Rosar                                   Chief Accounting Officer                        April 4, 2012
                                Ann A. Rosar                           (Principal Financial Officer and Principal
                                                                                  Accounting Officer)

                                    *                                    Chief Operating Officer and Director                  April 4, 2012
                           Christopher Clement

                                      *                                          Chairman and Director                         April 4, 2012
                                 Steve Gorlin

                                   *                                                    Director                               April 4, 2012
                            Haywood Cochrane

                                       *                                                Director                               April 4, 2012
                                Gail Lieberman

                                     *                                                  Director                               April 4, 2012
                            John C. Thomas, Jr.

               * /s/ David J. Drutz, M.D.
             David J. Drutz, M.D., attorney-in-fact

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Exhibit Index

Exhibit
 No.                                       Description                                             Incorporated by Reference to

 3.1            Restated Certificate of Incorporation of DARA BioSciences,       Incorporated by reference to the Company’s Report on Form
                Inc.                                                             8-K filed on February 12, 2008
 3.2            Certificate of Amendment to Restated Certificate of              Incorporated by reference to the Company’s Quarterly
                Incorporation of DARA BioSciences, Inc.                          Report on Form 10-Q for the quarter ended March 31, 2010
 3.3            Certificate of Designation of Preferences, Rights, and           Incorporated by reference to the Company’s Report on Form
                Limitations of Series A Convertible Preferred Stock              8-K filed on December 29, 2010
 3.4            Certificate of Designation of Preferences, Rights, and           Incorporated by reference to the Company’s Report on Form
                Limitations of Series B Convertible Preferred Stock              8-K filed on January 18, 2012
 3.5            Form of Certificate of Designation of Preferences, Rights, and   Filed herewith
                Limitations of Series B-2 Convertible Preferred Stock
 3.6            Amended and Restated By-Laws of DARA BioSciences, Inc.           Incorporated by reference to the Company’s Report on Form
                                                                                 8-K filed on February 12, 2008
 4.1            Specimen stock certificate for common stock                      Incorporated by reference to the Company’s Report on Form
                                                                                 8-K filed on February 12, 2008
 4.2            Form of Warrant for Point Therapeutics, Inc.                     Incorporated by reference to the Company’s Quarterly
                                                                                 Report on Form 10-Q for the quarter ended March 31, 2002
 4.3            Form of Investor Warrant for Point Therapeutics, Inc. dated as   Incorporated by reference to the Company’s Registration
                of September 24, 2003                                            Statement on Form S-1 filed on November 18, 2003
 4.4            Form of Paramount Warrant for Point Therapeutics, Inc. dated     Incorporated by reference to the Company’s Registration
                as of September 24, 2003                                         Statement on Form S-1 filed on November 18, 2003
 4.5            Form of Investor Warrant for Point Therapeutics, Inc. dated as   Incorporated by reference to the Company’s Report on
                of March 24, 2004                                                Form 8-K filed on April 1, 2004
 4.6            Form of Investor Securities Purchase Agreement dated as of       Incorporated by reference to the Company’s Report on
                March 24, 2004                                                   Form 8-K filed on April 1, 2004
 4.7            Form of Class A Common Stock Purchase Warrant                    Incorporated by reference to the Company’s Report on
                                                                                 Form 8-K filed on October 21, 2008
 4.8            Form of Class B Common Stock Purchase Warrant                    Incorporated by reference to the Company’s Report on
                                                                                 Form 8-K filed on October 21, 2008
 4.9            Form of Common Stock Purchase Warrant                            Incorporated by reference to the Company’s Report on
                                                                                 Form 8-K filed on June 16, 2009

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 Exhibit
  No.                                   Description                                              Incorporated by Reference to

 4.10           Form of Common Stock Purchase Warrant                        Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on September 14, 2009
 4.11           Form of Common Stock Purchase Warrant                        Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on September 18, 2009
 4.12           Form of Common Stock Purchase Warrant                        Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on October 15, 2009
 4.13           Form of Common Stock Purchase Warrant                        Incorporated by reference to the Company’s Quarterly Report on
                                                                             Form 10-Q for the quarter ended March 31, 2010
 4.14           Form of Class A Common Stock Purchase Warrant                Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on December 29, 2010
 4.15           Form of Class B Common Stock Purchase Warrant                Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on December 29, 2010
 4.16           Form of Indenture                                            Incorporated by reference to the Company’s Registration
                                                                             Statement on Form S-3 filed on March 25, 2011
 4.17           Form of Common Stock Purchase Warrant                        Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on January 18, 2012
 4.18           Form of Common Stock Purchase Warrant                        Previously filed
 5              Opinion of K&L Gates LLP regarding the legality of the       Filed herewith
                securities being registered
10.1            Amended and Restated License Agreement dated January         Incorporated by reference to the Company’s Quarterly Report on
                12, 1999 by and between Point Therapeutics, Inc. and Tufts   Form 10-Q for the quarter ended March 31, 2002
                University**
10.2            DARA BioSciences, Inc. Amended and Restated 2003             Incorporated by reference to the Company’s Report on Form 8-K
                Employee, Director and Consultant Stock Plan *               filed on February 12, 2008
10.3            DARA BioSciences, Inc. 2008 Employee, Director and           Incorporated by reference to the Company’s Report on Form 8-K
                Consultant Stock Plan *                                      filed on February 12, 2008
10.4            Lease Agreement dated November 30, 2007, by and              Incorporated by reference to the Company’s Quarterly Report on
                between DARA BioSciences, Inc. and The Prudential            Form 10-Q for the quarter ended March 31, 2008
                Insurance Company of America (“Prudential”) (assigned
                from Prudential to Highwoods DLF Forum, LLC in 2008)
10.5            Form of Stock Option Award for 2008 Employee, Director       Incorporated by reference to the Company’s Registration
                and Consultant Stock Plan (Incentive Stock Options) *        Statement on Form S-8 filed on April 8, 2008

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Exhibit
 No.                                   Description                                               Incorporated by Reference to

10.6           Form of Stock Option Award for 2008 Employee, Director        Incorporated by reference to the Company’s Registration
               and Consultant Stock Plan (Non-Qualified Options) *           Statement on Form S-8 filed on April 8, 2008
10.7           Form of Restricted Stock Award Agreement for 2008             Incorporated by reference to the Company’s Registration
               Employee, Director and Consultant Stock Plan *                Statement on Form S-8 filed on April 8, 2008
10.8           Form of Restricted Stock Unit Award Agreement for 2008        Incorporated by reference to the Company’s Registration
               Employee, Director and Consultant Stock Plan *                Statement on Form S-8 filed on April 8, 2008
10.9           License Agreement dated May 3, 2004, by and between The       Incorporated by reference to the Company’s Quarterly Report on
               General Hospital Corporation d/b/a Massachusetts General      Form 10-Q for the quarter ended March 31, 2008
               Hospital and DARA Pharmaceuticals, Inc.**
10.10          Exclusive License Agreement effective July 1, 2004, by and    Incorporated by reference to the Company’s Quarterly Report on
               between Kirin Brewery Company, Limited and DARA               Form 10-Q for the quarter ended March 31, 2008
               Therapeutics, Inc.**
10.11          Exclusive License Agreement effective December 22, 2006,      Incorporated by reference to the Company’s Quarterly Report on
               by and between Nuada, LLC and DARA BioSciences,               Form 10-Q for the quarter ended March 31, 2008
               Inc.**
10.12          Exclusive License Agreement dated October 8, 2007, by         Incorporated by reference to the Company’s Quarterly Report on
               and between Bayer Pharmaceuticals Corporation and             Form 10-Q for the quarter ended March 31, 2008
               DARA BioSciences, Inc.**
10.13          Stock Purchase and Loan Agreement dated January 30,           Incorporated by reference to the Company’s Report on Form 8-K
               2009, by and between DARA BioSciences, Inc. and               filed on January 30, 2009
               SurgiVision, Inc.
10.14          Secured Promissory Note dated January 30, 2009, by and        Incorporated by reference to the Company’s Report on Form 8-K
               between DARA BioSciences, Inc. and SurgiVision, Inc.          filed on January 30, 2009
10.15          Form of Securities Purchase Agreement                         Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on June 16, 2009
10.16          Form of Securities Purchase Agreement                         Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on September 14, 2009
10.17          Placement Agent Agreement, dated August 21, 2009, by          Incorporated by reference to the Company’s Report on Form 8-K
               and between DARA BioSciences, Inc. and Moody Capital          filed on September 14, 2009
               Solutions, Inc.
10.18          Form of Securities Purchase Agreement                         Incorporated by reference to the Company’s Report on Form 8-K
                                                                             filed on September 18, 2009
10.19          Material Transfer Agreement, dated March 24, 2008, by and     Incorporated by reference to the Company’s Report on Form 8-K
               between DARA BioSciences, Inc. and America Stem Cell,         filed on October 13, 2009
               Inc.

                                                                     II-10
Table of Contents

Exhibit
 No.                                   Description                                              Incorporated by Reference to

10.20          Addendum and First Amendment to Material Transfer            Incorporated by reference to the Company’s Report on Form 8-K
               Agreement, dated October 9, 2009, by and between DARA        filed on October 13, 2009
               BioSciences, Inc. and America Stem Cell, Inc.
10.21          Form of Securities Purchase Agreement                        Incorporated by reference to the Company’s Report on Form 8-K
                                                                            filed on October 15, 2009
10.22          Stock Purchase Agreement, dated December 31, 2009, by        Incorporated by reference to the Company’s Annual Report on
               and between DARA Pharmaceuticals, Inc. and SurgiVision,      Form 10-K for the year ended December 31, 2009
               Inc.
10.23          Securities Purchase Agreement, dated February 26, 2010, by   Incorporated by reference to the Company’s Quarterly Report on
               and between DARA Pharmaceuticals, Inc. and certain           Form 10-Q for the quarter ended March 31, 2010
               accredited investors
10.24          Agreement between DARA Therapeutics, Inc., a Subsidiary      Incorporated by reference to the Company’s Report on Form 8-K
               of DARA BioSciences, Inc., and the Division of Cancer        filed on April 30, 2010
               Prevention, National Cancer Institute for the Clinical
               Development of KRN5500 dated April 26, 2010
10.25          First Amendment to License Agreement dated July 7, 2009      Incorporated by reference to the Company’s Registration
               by and between The General Hospital Corporation d/b/a        Statement on Form S-1/A filed on May 17, 2010
               Massachusetts General Hospital and DARA
               Pharmaceuticals, Inc.
10.26          Change in Control Agreement dated October 6, 2010, by        Incorporated by reference to the Company’s Annual Report on
               and between DARA BioSciences, Inc. and Ann Rosar*            Form 10-K filed on February 17, 2012
10.27          Securities Purchase Agreement dated October 24, 2010, by     Incorporated by reference to the Company’s Report on Form 8-K
               and between DARA BioSciences, Inc. and the purchasers        filed on October 26, 2010
               identified therein
10.28          Placement Agent Agreement dated October 22, 2010, by         Incorporated by reference to the Company’s Report on Form 8-K
               and between DARA BioSciences, Inc. and Ladenburg             filed on October 26, 2010
               Thalmann & Co., Inc.
10.29          Form of Securities Purchase Agreement                        Incorporated by reference to the Company’s Report on Form 8-K
                                                                            filed on December 29, 2010
10.30          Placement Agent Agreement dated December 29, 2010, by        Incorporated by reference to the Company’s Report on Form 8-K
               and between DARA BioSciences, Inc. and Ladenburg             filed on December 29, 2010
               Thalmann & Co., Inc.
10.31          Employment Agreement dated January 17, 2012, by and          Incorporated by reference to the Company’s Report on Form 8-K
               between DARA BioSciences, Inc. and David Drutz*              filed on January 17, 2012
10.32          Employment Agreement dated January 17, 2012, by and          Incorporated by reference to the Company’s Report on Form 8-K
               between DARA BioSciences, Inc. and Christopher               filed on January 17, 2012
               Clement*

                                                                    II-11
Table of Contents

Exhibit
 No.                                     Description                                              Incorporated by Reference to

10.33          Agreement and Plan of Merger, dated January 17, 2012, by       Incorporated by reference to the Company’s Report on Form 8-K
               and among DARA BioSciences, Inc., Oncogenerix, Inc. and        filed on January 17, 2012
               certain other parties thereto
10.34          Form of Securities Purchase Agreement                          Incorporated by reference to the Company’s Report on Form 8-K
                                                                              filed on January 18, 2012
10.35          Placement Agent Agreement dated January 17, 2012, by and       Incorporated by reference to the Company’s Report on Form 8-K
               between DARA BioSciences, Inc. and Ladenburg Thalmann          filed on January 18, 2012
               & Co., Inc.
10.36          Exclusive Distribution Agreement dated June 29, 2011 by        Filed herewith
               and between Oncogenerix, Inc. and Rosemont
               Pharmaceuticals, Limited
10.37          Form of Placement Agent Agreement by and between               Previously filed
               DARA BioSciences, Inc. and Ladenburg Thalmann & Co.,
               Inc.
10.38          Form of Securities Purchase Agreement                          Filed herewith
21             Subsidiaries of DARA BioSciences, Inc.                         Incorporated by reference to the Company’s Report on Form
                                                                              10-K filed on February 17, 2012
23.1           Consent of Ernst & Young LLP                                   Filed herewith
23.2           Consent of Berman & Company, P.A.                              Filed herewith
23.3           Consent of K&L Gates LLP (included in its opinion to be        Filed herewith
               filed as Exhibit 5)
24             Power of Attorney                                              Previously filed

*       Management Contract or Compensatory Plan or Arrangement.
**      Confidential Treatment requested for certain portions of this Agreement.

                                                                      II-12
                                                                                                                                        Exhibit 3.5

                                                          DARA BIOSCIENCES, INC.

                                         CERTIFICATE OF DESIGNATION OF PREFERENCES,
                                                    RIGHTS AND LIMITATIONS
                                                              OF
                                           SERIES B-2 CONVERTIBLE PREFERRED STOCK

                                                   PURSUANT TO SECTION 151 OF THE
                                                DELAWARE GENERAL CORPORATION LAW

     The undersigned, David J. Drutz and Ann A. Rosar, do hereby certify that:

     They are the President and Secretary, respectively, of DARA BioSciences, Inc., a Delaware corporation (the “ Corporation ”).

     The Corporation is authorized to issue one million shares of preferred stock, none of which have been issued.

     The following resolutions were duly adopted by the board of directors of the Corporation (the “ Board of Directors ”):

      WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock,
consisting of one million shares, $0.01 par value per share, issuable from time to time in one or more series;

      WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and
terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any
series and the designation thereof, of any of them; and

      WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and
other matters relating to a series of the preferred stock, which shall consist of up to one million shares of the preferred stock which the
Corporation has the authority to issue, as follows:

      NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock
for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other
matters relating to such series of preferred stock as follows:
                                               TERMS OF PREFERRED STOCK

     Section 1 . Definitions . For the purposes hereof, the following terms shall have the following meanings:
    “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
     “ Alternate Consideration ” shall have the meaning set forth in Section 7(c).
     “ Beneficial Ownership Limitation ” shall have the meaning set forth in Section 6(d).
     “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
     “ Commission ” means the United States Securities and Exchange Commission.
     “ Common Stock ” means the Corporation’s common stock, par value $0.01 per share, and stock of any other class of securities into
which such securities may hereafter be reclassified or changed.
      “ Common Stock Equivalents ” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.
     “ Conversion Date ” shall have the meaning set forth in Section 6(a).
     “ Conversion Price ” shall have the meaning set forth in Section 6(b).
      “ Conversion Shares ” means the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.
     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
     “ Exempt Issuance ” shall have the meaning set forth in the Purchase Agreement.

                                                                  2
     “ Existing Preferred Stock ” means the outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock of
the Corporation.
     “ Fundamental Transaction ” shall have the meaning set forth in Section 7(c).
     “ Holder ” shall have the meaning given such term in Section 2.
      “ Junior Securities ” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those
securities which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.
     “ Liquidation ” shall have the meaning set forth in Section 5.
     “ Notice of Conversion ” shall have the meaning set forth in Section 8(a).
     “ Optional Redemption ” shall have the meaning set forth in Section 8(a).
      “ Optional Redemption Amount ” means the sum of (a) 120% of the then outstanding Stated Value of the Preferred Stock,
(b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock.
     “ Optional Redemption Date ” shall have the meaning set forth in Section 8(a).
     “ Optional Redemption Notice ” shall have the meaning set forth in Section 8(a).
     “ Optional Redemption Notice Date ” shall have the meaning set forth in Section 8(a).
     “ Optional Redemption Period ” shall have the meaning set forth in Section 8(a).
       “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
     “ Preferred Stock ” shall have the meaning set forth in Section 2.
     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
     “ Stated Value ” shall have the meaning set forth in Section 2.
     “ Successor Entity ” shall have the meaning set forth in Section 7(e).

                                                                   3
          “ Trading Day ” means a day on which the principal Trading Market is open for trading, or if the Common Stock is not listed or
     quoted on any Trading Market, “Trading Day” means a “Business Day”.
           “ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
     the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the
     New York Stock Exchange (or any successors to any of the foregoing).
          “ Transfer Agent ” means American Stock Transfer & Trust Company LLC, the current transfer agent of the Company, with a
     mailing address of 6201 15th Avenue, 2nd Floor, Brooklyn, New York 11219 and a facsimile number of (718) 921-8323, and any
     successor transfer agent of the Company.
           Section 2 . Designation, Amount and Par Value . The series of preferred stock shall be designated as its Series B-2 Convertible
     Preferred Stock (the “ Preferred Stock ”) and the number of shares so designated shall be up to                 (which shall not be subject
     to increase without the written consent of all of the holders of the Preferred Stock (each, a “ Holder ” and collectively, the “ Holders ”)).
     Each share of Preferred Stock shall have a par value of $0.01 per share and a stated value equal to $1,000 (the “ Stated Value ”).

           Section 3 . Dividends .
           a) Dividends . Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on
     an as-if-converted-to-Common-Stock basis) to and in the same form as dividends (other than dividends in the form of Common Stock)
     actually paid on shares of the Common Stock when, as and if such dividends (other than dividends in the form of Common Stock) are
     paid on shares of the Common Stock. Other than as set forth in the previous sentence, no other dividends shall be paid on shares of
     Preferred Stock; and the Corporation shall pay no dividends (other than dividends in the form of Common Stock) on shares of the
     Common Stock unless it simultaneously complies with the previous sentence.
           b) Other Securities . So long as any Preferred Stock shall remain outstanding, the Corporation shall not redeem, purchase or
     otherwise acquire directly or indirectly more than a de minimis amount of any Junior Securities other than as to repurchases of Common
     Stock or Common Stock Equivalents from departing officers or directors, and provided that, while any of the Preferred Stock remains
     outstanding, such repurchases shall not exceed an aggregate of $100,000 in any fiscal year from all officers and directors.

            Section 4 . Voting Rights . Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no
voting rights. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the
Holders of 50.1% or more of the then outstanding shares of the Preferred Stock, (a) alter or

                                                                        4
change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize
or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5 ) senior to,
or otherwise pari passu with, the Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that
adversely affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement
with respect to any of the foregoing.

            Section 5 . Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “
Liquidation ”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the
Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this
Certificate of Designation, for each share of Preferred Stock after any distribution or payment to the holders of the Existing Preferred Stock and
before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be
insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in
accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental
Transaction shall be deemed a Liquidation.

           Section 6 . Conversion .
            a) Conversions at Option of Holder . Each share of Preferred Stock shall be convertible, at any time and from time to time from and
     after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations
     set forth in Section 6(d) ) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders
     shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “ Notice of
     Conversion ”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of
     Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at
     issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by
     facsimile such Notice of Conversion to the Corporation (such date, the “ Conversion Date ”). If no Conversion Date is specified in a
     Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered
     hereunder. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing
     the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which
     case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at
     issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and
     shall not be reissued.

                                                                         5
      b) Conversion Price . The conversion price for the Preferred Stock shall equal $      , subject to adjustment herein (the “ Conversion
Price ”).
     c) Mechanics of Conversion
          i. Delivery of Certificate Upon Conversion . Certificates for Conversion Shares shall be transmitted by the Transfer Agent to
     the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit or
     Withdrawal Agent at Custodian system (“ DWAC ”) if the Company is then a participant in such system and there is an effective
     Registration Statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by Holder, and
     otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading
     Days after such Conversion Date.
           ii. Reservation of Shares Issuable Upon Conversion . The Corporation covenants that it will at all times reserve and keep
     available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the
     Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than
     the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as
     shall be issuable (taking into account the adjustments and restrictions of Section 7 ) upon the conversion of the then outstanding
     shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be
     duly authorized, validly issued, fully paid and nonassessable.
           iii. Fractional Shares of Common Stock . No fractional shares or scrip representing fractional shares shall be issued upon the
     conversion of the Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such
     conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to
     such fraction multiplied by the Conversion Price or round up to the next whole share.
           iv. Transfer Taxes . The issuance of certificates for shares of the Common Stock on conversion of Preferred Stock shall be
     made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or
     delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any
     transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of
     such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such certificates unless or until the
     Person or Persons requesting the issuance thereof shall have paid to the

                                                                  6
     Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.
      d) Beneficial Ownership Limitation . The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not
have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the
applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with
such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its
Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which
such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the
remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates. Except as set forth in the
preceding sentence, for purposes of this Section 6(d) , beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6(d)
applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together
with any Affiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the
submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be
converted (in relation to other securities owned by such Holder together with any Affiliates) and how many shares of the Preferred Stock
are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will
be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated
the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d) , in
determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common
Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission,
as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or
the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the
Corporation shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or
exercise of

                                                                  7
securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of
Preferred Stock held by the applicable Holder. A Holder, upon not less than sixty-one (61) days’ prior notice to the Corporation, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon conversion of Preferred Stock held by the Holder and the provisions
of this Section 6(d) shall continue to apply. Any such increase or decrease will not be effective until the sixty-first (61 st ) day after such
notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to
make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of Preferred Stock.

     Section 7 . Certain Adjustments .
      a) Stock Dividends and Stock Splits . If the Corporation, at any time while Preferred Stock is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common
Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon
conversion of, or payment of a dividend on, Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the
Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any
treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
     b) Subsequent Equity Sales . Until such time that for at least 20 Trading Days during any 30 consecutive Trading Days after the
Closing Date (a “ Qualifying Period ”),

                                                                    8
(A) the VWAP equals at least $          (subject to adjustment for reverse and forward stock splits, recapitalizations and similar
transactions) and (B) the average daily dollar trading volume on the principal Trading Market on such 20 Trading Days during the
Qualifying Period exceeds $150,000 per Trading Day, if, the Corporation or any Subsidiary, as applicable sells or grants any option to
purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase
or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an
effective price per share that is lower than the then Conversion Price (such lower price, the “ Base Conversion Price ” and such issuances,
collectively, a “ Dilutive Issuance ”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time,
whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or
due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common
Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than
the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion
Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the
foregoing, no adjustment will be made under this Section 7(b) in respect of an Exempt Issuance. The Corporation shall notify the Holders
in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this
Section 7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing
terms (such notice, the “ Dilutive Issuance Notice ”). For purposes of clarification, whether or not the Corporation provides a Dilutive
Issuance Notice pursuant to this Section 7(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number
of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder
accurately refers to the Base Conversion Price in the Notice of Conversion.
       c) Fundamental Transaction . If, at any time while Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the
Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock,
(iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) the Corporation, directly or indirectly, in one or more related transactions
consummates a

                                                                      9
stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “
Fundamental Transaction ”), then, upon any subsequent conversion of Preferred Stock, the Holder shall have the right to receive, for each
Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental
Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving
corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by
a holder of the number of shares of Common Stock for which Preferred Stock is convertible immediately prior to such Fundamental
Transaction. For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any conversion of Preferred Stock following such Fundamental Transaction. The
Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “ Successor
Entity ”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation in accordance with the
provisions of this Section 7(c) . Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation referring
to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall
assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor Entity had
been named as the Corporation herein.
      d) Calculations . All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case
may be. For purposes of this Section 7 , the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.
     e) Notice to the Holders .
          i. Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7 ,
     the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price after

                                                                   10
      such adjustment and setting forth a brief statement of the facts requiring such adjustment.

      Section 8 .
     a) Optional Redemption at Election of Corporation . Subject to the provisions of this Section 8(a) , at any time after the date hereof,
the Corporation may deliver a notice to the Holder (an “ Optional Redemption Notice ” and the date such notice is deemed delivered
hereunder, the “ Optional Redemption Notice Date ”) of its irrevocable election to redeem some or all of the then outstanding Preferred
Stock for cash in an amount equal to the Optional Redemption Amount on the twentieth (20 th ) Trading Day following the Optional
Redemption Notice Date (such date, the “ Optional Redemption Date ” and such redemption, the “ Optional Redemption ”). The Optional
Redemption Amount is payable in full on the Optional Redemption Date.
      b) Redemption Procedure . The payment of cash pursuant to an Optional Redemption shall be payable on the Optional Redemption
Date. Notwithstanding anything to the contrary in this Section 8 , the Corporation’s determination to redeem shares of Preferred Stock
under Section 8(a) shall be applied ratably among the Holders of the Preferred Stock. Any Holder may elect to convert its Preferred Stock
pursuant to Section 6 prior to the Optional Redemption Date by the delivery of a Notice of Conversion to the Corporation.
      c) Surrender of Certificates . On or before the Optional Redemption Date, each of the Holders, unless such Holder has exercised his,
her or its right to convert such Preferred Stock as provided in Section 6 , shall surrender the certificate or certificates representing such
Preferred Stock (or, if such Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on
account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the
Optional Redemption Notice, and thereupon the Optional Redemption Amount for such Preferred Stock shall be payable to the order of
the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred
Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly
be issued to such Holder.

      Section 9 . Miscellaneous .

      a) Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized
overnight courier service, addressed to the Corporation, at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina, Attention: Investor
Relations , facsimile number (919) 861-0239, or such other facsimile number or address as the

                                                                   11
Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9 . Any and all notices or
other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by
facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of
such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed
given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is
not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second (2 nd ) Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.
      b) Absolute Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as
applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.
       c) Lost or Mutilated Preferred Stock Certificate . If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or
destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or
in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost,
stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof
reasonably satisfactory to the Corporation.
     d) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Certificate of
Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflict of laws thereof.
      e) Waiver . Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not
operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate
of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of
this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of
the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion.
Any waiver by the Corporation or a Holder must be in writing.

                                                                     12
      f) Severability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder
violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law.
    g) Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day.
      h) Headings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and
shall not be deemed to limit or affect any of the provisions hereof.
      i) Status of Converted or Redeemed Preferred Stock . If any shares of Preferred Stock shall be converted, redeemed or reacquired
by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be
designated as Series B-2 Convertible Preferred Stock.

                                                        *********************

                                                                    13
     RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the
Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and
Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate this            th day of       , 2012.


Name:                                                                          Name:
Title:                                                                         Title:
                                                                  ANNEX A

                                                         NOTICE OF CONVERSION

                       (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES
                                                OF PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series B-2 Convertible Preferred Stock indicated below into shares of
common stock, par value $0.01 per share (the “ Common Stock ”), of DARA BioSciences, Inc., a Delaware corporation (the “ Corporation ”),
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than
the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and
opinions as may be required by the Corporation in accordance with the Purchase Agreement pursuant to which the Preferred Stock was issued.
No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

     Date to Effect Conversion:

     Number of shares of Preferred Stock owned prior to Conversion:

     Number of shares of Preferred Stock to be Converted:

     Stated Value of shares of Preferred Stock to be Converted:

     Number of shares of Common Stock to be Issued:

     Applicable Conversion Price:

     Number of shares of Preferred Stock subsequent to Conversion:

     Address for Delivery:
     or
     DWAC Instructions:
     Broker no:
     Account no:

                                                                                      [HOLDER]

                                                                                      By:
                                                                                            Name:
                                                                                            Title:
                                                                                                                                        Exhibit 5




April 4, 2012

DARA BioSciences, Inc.
8601 Six Forks Road
Suite 160
Raleigh NC 27615

Ladies and Gentlemen:

      We have acted as your counsel in connection with the Registration Statement on Form S-1 (File No. 333-179637) (the “Registration
Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), on
February 23, 2012, as amended and supplemented on March 13, March 26 and April 4, 2012. The Registration Statement relates to the
registration of up to an aggregate of 15,000 units (the “Units”), with each unit consisting of (i) one share of Series B-2 convertible preferred
stock (the “Shares”) which is convertible into shares of common stock, par value $0.01 per share (the “Common Stock”), and (ii) warrants to
purchase shares of Common Stock as described in the Securities Purchase Agreement (as defined below) (the “Warrants,” collectively with the
Shares and Common Stock, the “Securities”). The Registration Statement also registers the Common Stock issuable upon conversion of the
Shares and exercise of the Warrants.

     This opinion letter is being delivered at your request in accordance with the requirements of Paragraph 29 of Schedule A to the Securities
Act and Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

     The Units are to be sold pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) among the Company and
purchasers named therein.

       For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: the
Registration Statement, the most recent prospectus included in the Registration Statement on file with the Securities and Exchange Commission
as of the date of this opinion letter (the “Prospectus”); the Company’s Restated Certificate of Incorporation and Amended and Restated
By-laws, the form Certificate of Designation of Preferences, Rights and Limitations of Series B-2 Convertible Preferred Stock filed as an
exhibit to the Registration Statement (the “Certificate of Designation”), establishing the terms of the Shares in each case as in effect as of the
date of this opinion letter, as certified by the Secretary of the Company; and the corporate action of the Company relating to the Registration
Statement and the authorization for issuance and sale of the Units and matters in connection therewith.
DARA BioSciences, Inc.
April 4, 2012
Page 2

     We have also examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions
and on a certificate of an officer of the Company. We have not independently established any of the facts on which we have so relied.

       For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness
of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of
all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of
natural persons, that persons identified to us as officers of the Company are actually serving in such capacity, that the representations of
officers and employees of the Company are correct as to questions of fact, that the board of directors will have taken all action necessary to set
the issuance price of the securities; and that each party to the documents we have examined or relied on (other than the Company) has the
power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite
action, corporate or other, the execution and delivery by such parties of such documents, and the validity and binding effect thereof such
parties. We also have assumed that the Company will not in the future issue or otherwise make unavailable so many shares of Common Stock
that there are insufficient authorized and unissued shares of Common Stock remaining and available for issuance pursuant to the exercise of the
Warrants and conversion of the Shares. We have not independently verified any of these assumptions.

      The opinions expressed in this opinion letter are limited to the General Corporation Law of the State of Delaware and, solely in
connection with the opinions in numbered paragraph 2 below, the laws of the State of New York. We are not opining on, and we assume no
responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws; (b) the laws of any other jurisdiction;
or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority. The opinions set forth
below are rendered as of the date of this opinion letter. We assume no obligation to update or supplement any of such opinions to reflect any
changes of law or fact that may occur.

      Based upon and subject to the foregoing, it is our opinion that when (i) the Registration Statement becomes effective under the Securities
Act, (ii) the Securities Purchase Agreement is executed and delivered by the parties thereto and (iii) the Certificate of Designation has been
filed with the Delaware Secretary of State as required by applicable law:
DARA BioSciences, Inc.
April 4, 2012
Page 3

      1. The Shares comprising the Units will be duly authorized for issuance by the Company and, when issued and paid for in accordance
with the Securities Purchase Agreement, will be validly issued, fully paid, and non-assessable;

      2. The Warrants comprising the Units, when duly executed, issued and delivered by the Company against payment therefor in accordance
with the terms of the Securities Purchase Agreement, will constitute valid and binding obligations of the Company (subject to the effect of
bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of
creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity, whether applied
by a court of law or equity);

      3. The Common Stock issuable upon conversion of the of the Shares, when such Shares are converted in accordance with the terms of the
Certificate of Designation, will be validly issued, fully paid and non-assessable; and

     4. The Common Stock issuable upon exercise of the Warrants, when issued, paid for (which amount shall be not less than the par value of
the Common Stock) and delivered upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid
and non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent we do not thereby admit
that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.

                                                                                        Very truly yours,

                                                                                        /s/ K&L Gates LLP

                                                                                        K&L Gates LLP
                                                                                                                                   Exhibit 10.36


                                               EXCLUSIVE DISTRIBUTION AGREEMENT

     This Exclusive Distribution Agreement (this “Agreement” ) is entered into as of 29th June 2011 (the “Effective Date” ), between
Oncogenerix, Inc., a Nevada corporation having offices at 3069 Pignatelli Crescent, Mt. Pleasant, SC 29466 ( “Oncogenerix” ) and Rosemont
Pharmaceuticals Limited (company number: 00924648), a company incorporated in England and Wales and having offices at Rosemont House,
Yorkdale Industrial Park, Braithwaite Street, Leeds LS II 9XE, United Kingdom ( “Rosemont” ).


                                                                  RECITALS

     WHEREAS, Oncogenerix is a generic and specialty pharmaceutical sales and distribution company engaged in the import, export,
marketing, sales and distribution of generic and specialty pharmaceuticals;

     WHEREAS, Rosemont has developed and received FDA approval of liquid tamoxifen known as “Soltamox ® ” for the treatment of breast
cancer;

     WHEREAS, Oncogenerix is interested in obtaining an exclusive license to market, promote and sell Rosemont’s Soltamox product in the
United States of America; and

      WHEREAS, Oncogenerix and Rosemont are entering into a Supply Agreement (the “Supply Agreement” ) and a Technical Agreement
(the “Technical Agreement” ) contemporaneously herewith.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants set forth below, the receipt and sufficiency
of which are hereby acknowledged, Oncogenerix and Rosemont mutually agree to as follows:


                                                                DEFINITIONS

      For the purposes of this Agreement, the following terms, when written with an initial capital letter, shall have the meaning ascribed to
them below. All references to particular Exhibit, Articles and Sections shall mean the Exhibits to, and Articles and Sections of, this Agreement,
unless otherwise specified.
     1.0 “Additional Territories” means any additional territories outside the Territory but excluding the United Kingdom and the Republic
     of Ireland in which Oncogenerix may undertake the Activities as agreed in writing between the parties in accordance with Sections 3.l(b).
     1.1 “Act” has the meaning set forth in Section 16.2.

     1.1 (a) “Activities” means the following activities undertaken by Oncogenerix: the use of, importation, storage, sale, offer for sale,
marketing, advertising, Promotion, detail and/or distribution.

     1.1 (b) “Additional Products” has the meaning set forth in Section 3.1(d)

     1.2 [not used]

     1.3 “Adverse Event Reports” has the meaning set forth in Section 3.2.

     1.4 “Affiliates” means:

             (a) in the case of Oncogenerix, any corporation or other business entity controlled by, controlling, or under common control with
another entity, with “control” meaning direct or indirect beneficial ownership of more than fifty percent (50%) of the voting stock of, or more
than a fifty percent (50%) interest in the income of, such corporation or other business entity; or

          (b) in the case of Rosemont, means any company which is a member of the same group (as that term is defined in section 1261(1) of
the Companies Act 2006) from time to time.

      1.4.2 “Agreement” shall mean this agreement together with the Supply Agreement and the Technical Agreement as set out in the
attached Exhibits. In the event of a conflict between the terms of this Agreement, the documents shall prevail in the following order:

           (a) main body of the Agreement;

           (b) Exhibit B – Supply Agreement;

           (c) Exhibit C – Commercialisation of Licensed Products;

           (d) Terms and Conditions of Sale;

           (e) Exhibit A – Technical Agreement.

     1.5 “Application” means a new application, or a supplement or an amendment to an existing application, for marketing approval for a
Licensed Product in the Territory.

     1.6 “Bankruptcy Code” has the meaning set forth in Section 12.4(a).

     1.7 “ Breaching Party ” has the meaning set forth in Section 12.4 and shall include references to the party which is being terminated
under this Agreement under Section 12.

     1.7 (a) “Business Day” means Monday to Friday between 9.00am and 17.00pm (GMT) excluding any public holidays in England.

                                                                        2
     1.7(b) “Claim” means:

           (i) any actual, suspected or threatened infringement of any of the Licensed Patents and/or Licensed Trademarks;

           (ii) any actual, suspected or threatened unauthorised disclosure, misappropriation or misuse of the Licensed Know-How;

           (iii) any actual or threatened claim that any of the Licensed Patents and/or Licensed Trademarks are invalid;

           (iv) any actual or threatened opposition to any of the Licensed Patents and/or Licensed Trademarks;

        (v) any claim made or threatened that exploitation of any of the Licensed Patents, Licensed Trademarks, and/or Licensed
Know-How infringes the rights of any Third Party;

           (vi) any person applies for, or is granted, a patent by reason of which that person may be, or has been granted, rights which conflict
with any of the rights granted to Oncogenerix under this Agreement;

           (vii) any application is made for a compulsory licence under the Licensed Patent; and/or

          (viii) any other form of attack, charge or claim to which the Licensed Patents, Licensed Know-How and/or Licensed Trademarks
may be subject.

      1.8 “Commercial Sale” means the commercial sale by way of an arm’s length transaction of a Licensed Product by Oncogenerix to a
Third Party in the Territory after Regulatory Approval in the Territory, including sales of Licensed Product for use in clinical trials and named
patient sales.

     1.9 “Competing Product” has the meaning set forth in Section 4.5.

      1.10 “Confidential Information” means all information (including but not limited to trade secrets) and materials (including but not
limited to data, results, technical, financial/business information or marketing strategies) disclosed by the Disclosing Party to the Receiving
Party together with all information derived by the Receiving Party from any such information and any other information clearly designated by
the Disclosing Party as being confidential to it (whether or not it is marked “confidential”) or which ought reasonably be considered to be
confidential. Rosemont’s Confidential Information shall include the Licensed Know-How.

     1.11 [not used]

     1.12 [not used]

                                                                        3
     1.13 “Cover” (including variations thereof such as “Covering” or “Covered”) means that the manufacture, use, sale, offer for sale, or
importation of a particular product would infringe a Valid Claim of a patent in the absence of rights under such patent. The determination of
whether a particular product is Covered by particular Valid Claims shall be made on a country-by-country basis.

      1.14 “Development Activities” means the activities undertaken as set forth in Section 3.1(a).

      1.15 [not used]

      1.16 “Disclosing Party” has the meaning set forth in Section 13.1.

     1.17 “FDA” means the United States Food and Drug Administration and any successor agency thereto, and/or any equivalent foreign
governmental agency, depending on the context.

      1.18 “Field” means cancer indication in humans.

      1.19 “Force Majeure Event” has the meaning ser forth in Section 16.6.

      1.20 [not used]

      1.21 “HIPAA” has the meaning set forth in Section 16.2.

     1.22 (a) “Improvements” means any and all enhancement, improvement, modification and/or developments to the Licensed Products,
Licensed Know-How and/or Licensed Trademarks (or any of them) created by either party directly, indirectly or as a consequence of this
Agreement and during the Term.

      1.22 (b) “Indemnifying Party” has the meaning set forth in Section 15.3.

      1.22 (c) “Indemnified Party” has the meaning set forth in Section 15.3.

      1.22 (d) “Initial Term” has the meaning set forth in Section 12.1(a).

      1.23 “Insolvency Event” means the Breaching Party:

            (i) has a petition filed, a notice given, a resolution passed, or an order made, for or in connection with its winding up (other than for
the sole purpose of a scheme for its solvent amalgamation with one or more other companies or its solvent reconstruction) or such other
circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in respect of the Breaching Party;

           (ii) has an application made to court, or an order made, for the appointment of an administrator, or has a notice of intention to
appoint an administrator given by the Non-Breaching Party or its directors or a qualifying floating charge holder (as defined in paragraph 14 of
Schedule B1 to the Insolvency Act 1986) or has an administrator appointed over it;

                                                                          4
            (iii) has a receiver appointed over any of its assets or undertaking or circumstances arise which entitle a court of competent
jurisdiction or a creditor to appoint a receiver or manager of the Breaching Party or if any other person takes possession of or sells the
Breaching Party’s assets;

           (iv) has a floating charge holder over its assets becoming entitled to appoint or has an administrative receiver appointed;

            (v) makes, or proposes to make, any arrangement or composition with its creditors or makes an application to a court of competent
jurisdiction for the protection of its creditors in any way;

            (vi) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal
for or enters into any compromise or arrangement with its creditors (other than for the sole purpose of a scheme for its solvent amalgamation
with one or more other companies or its solvent reconstruction);

            (vii) is, or is reasonably considered by the Non-Breaching Party giving notice to be, unable to pay its debts when they fall due as
defined in section 123 of the Insolvency Act 1986 (on the basis that the words “it is proved to the satisfaction of the court that” are deemed
omitted from section 123(1)(e) and 123(2) of that act);

           (viii) any distraint is levied against the Breaching Party or its property by any third party;

           (ix) a creditor or encumbrancer of the Breaching Party attached or take possession of, or a distress, execution, sequestrian or other
such process is levied or enforced on or against, the whole or any part of its assets and such attachment or process is not discharged;

            (x) the Breaching Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not
less than seven (7) days after being notified in writing to make such payment;

           (xi) the Non-Breaching Party, acting reasonably, has serious doubts as to the Breaching Party’s solvency or the Breaching Party
proposes any of the actions set out in sections (i) to (x) above; or

           (xii) suspends or threatens to suspend or cease, to carry on all or a substantial part of its business.

     1.24 [not used]

     1.25 [not used]

     1.26 [not used]

     1.27 “Licensed Know-How” means the Registration Dossier, any regulatory communications and labeling relating directly to the
Licensed Product, and any Improvements

                                                                          5
that are owned by Rosemont as of the Effective Date or that is developed by Rosemont during the Term, and which is reasonably required for
the Activities relating to the Licensed Products in the Territory.

     1.28 “Licensed Patent” means Rosemont’s patent known as ‘therapeutic agents containing tamoxifen and salts thereof’, patent number
6127425, filing date 26 June 1998 and issue date of 3 October 2000 in the Territory, including any continuation, thereof.

      1.29 “Licensed Product” means Rosemont’s liquid tamoxifen product known as ‘Soltamox®’, in all dosage forms and formulations for
use in the Field.

      1.30 “Licensed Trademarks” means Rosemont’s trademark ‘Soltamox’; registration number 3245337, registration date 22 May 2007
and expiry date 22 May 2017 together with such unregistered trademarks relating to the ‘Soltamox’ brand as are used by Rosemont in relation
to the Licensed Products in the Territory at any time during the Term.

     1.31 “Losses” has the meaning set forth in Section 15.1.

     1.31 “Milestone” means the level of Net Revenues payable to Oncogenerix and in relation to which Oncogenerix shall make a payment
to Rosemont under Section 6.1(b).

      1.32 “Net Revenues” means the total gross sales of the Licensed Product in the Territory invoiced by Oncogenerix, its Affiliates and/or
its sublicensees in any arm’s length transaction to a Third Party with respect to the sale of Licensed Product during the then-current calendar
quarter, net of, where applicable, (A) the purchase price actually paid by Oncogenerix to Rosemont for the quantities of the Licensed Product
sold during the quarter in question and (B) any deductions specifically related to a Licensed Product and actually allowed, incurred, paid or
taken for any (i) VAT (or other applicable sales taxes), duties or levies, (ii) quantity or trade discounts actually granted, (iii) amounts actually
repaid or credited, cash, credit or free goods allowances given by reason of chargebacks, vendor chargebacks, patient vouchers or coupons, (iv)
any price reductions imposed by courts or governmental authorities, (v) amounts refunded or credited for Licensed Product that was rejected,
spoiled, damaged, outdated or recalled, or returned, or any reasonable returned goods allowance offered in lieu of the right to return outdated
Licensed Product (except to the extent that such circumstances are caused by the Third Party), (vi) actual onward shipping costs to the extent
billed directly by Oncogenerix to its customers as a separate line item on an invoice, as actually documented by actual invoices. If
Oncogenerix, its Affiliates or sublicensees receive non-cash consideration for Licensed Product sold or otherwise transferred (in any event
excluding any Promotional Materials) to a Third Party, the fair market value of such non-cash consideration on the date of the transfer as
known to Oncogenerix, or as reasonably estimated by Oncogenerix if unknown, shall be included in Net Revenues for such Licensed Product
sold or otherwise transferred. Where the Licensed Product is:

           (a) supplied other than in an arm’s length transaction;

           (b) sold or otherwise supplied to any of Oncogenerix’s Affiliates;

           (c) incorporated into another article and sold or otherwise supplied at a price which is included in the price of the other article; or

           (d) put into use by Oncogenerix;

     the Net Revenues of each such Licensed Product shall be deemed to be the Net Revenue which would have been applied under this
Agreement had such Licensed Product been transferred to an independent arm’s length customer.
     If a Licensed Product is sold or offered for sale in combination with other products of Oncogenerix at a price that is reduced or
     discounted from the normal selling price (the “Discounted Bulk Purchase”) of Oncogenerix for such Licensed Product and if that discount
     is only available with or is conditioned upon the purchase of such other products, the Net Revenues determined as provided for in this
     Section 1.32 shall be adjusted as if the discount or reduction had been applied to all products of such combination equally. “
     Non-Breaching Party ” has the meaning set forth in Section 12.4 and shall include references to the party that exercises its right to
     terminate this Agreement under Section 12.

                                                                         6
     1.33 [not used]

     1.34 “Oncogenerix Data” has the meaning set forth in Section 3.1(e).

      1.35 “Prescriber Data” shall mean data which measures prescriptions written for the Licensed Product in the Territory during a
specified time period from a source mutually agreed in writing by the parties.

      1.36 “Promotion” means those activities normally undertaken by a pharmaceutical company to implement promotion plans and
strategies aimed at encouraging the appropriate use of a particular prescription pharmaceutical product under a common trademark, up to the
point of offering the product for sale. When used as a verb, “ Promote ” shall mean to engage in such activities.

     1.37 “Promotional Materials” has the meaning set forth in Section 9.4.

     1.38 [not used]

     1.39 [not used]

      1.40 “Reasonable Diligence” means using all reasonable endeavours consistent with those used by pharmaceutical companies similarly
situated to Oncogenerix or Rosemont (as the case may be) in activities that are the same as or similar to the Activities in respect of other
pharmaceutical products similarly situated to the Licensed Product.

     1.41 “Receiving Party” has the meaning set forth in Section 13.1.

      1.42 “Regulatory Approval” means, with respect to the United States, the final approval of a 505b-2 or 505j-2 Abbreviated New Drug
Application (“ ANDA ”) by the FDA, and, with respect to other jurisdictions, the final approval of the foreign equivalent to a ANDA, and the
granting of all other governmental regulatory approvals required (including pricing reimbursement), if any, for the sale of a Licensed Product in
a given country or jurisdiction.

      1.43 (a) “Registration Dossier” means all written pertinent and necessary information in such detail as currently requested by the FDA
in order to grant authorization for sale and marketing of the Licensed Product and including all technical and scientific information in written
form, acquired and/or developed by Rosemont relating to active ingredients of the Licensed Product;

     1.44 (b) “Renewal Term” has the meaning ascribed to it in Section 12.1(b).

     1.44 “Rosemont” means Rosemont Pharmaceuticals Limited (company number: 00924648) only.

     1.45 (a) “Royalties” means the sums payable by Oncogenerix to Rosemont pursuant to Section 6.1.

     1.45 “Oncogenerix Know-How” has the meaning set forth in Section 8.4.

                                                                        7
     1.46 “Oncogenerix Trade Dress” has the meaning set forth in Section 9.2.

     1.47 (a) “Regulatory Costs” has the meaning set forth in Section 3.1(a).

     1.47 “Supply Agreement” has the meaning set forth in Section 5.1.

     1.48 “Tail Period” has the meaning set forth in Section 12.9(b).

     1.49 “Territory” means the United States of America, including its territories and possessions together with any Additional Territories as
agreed between the parties pursuant to Section 3.1(b) from time to time.

     1.50 “Term” means the Initial Term and the Renewal Term (as appropriate).

     1.51 “Third Party” means any person or entity including any Affiliates, but excluding Oncogenerix or Rosemont.

     1.52 “Valid Claim” means a claim in any issued patent that has not been disclaimed, abandoned, denied or admitted to be invalid or
unenforceable through reissue or disclaimer or otherwise, or held permanently revoked unenforceable or invalid by a decision of a court or
governmental agency of competent jurisdiction by a decision beyond right of review.

      1.54 “Year” means the twelve (12) month period commencing on the Effective Date and each consecutive twelve (12) month period
thereafter during the Term.


                                                           II. GRANT OF RIGHTS

     2.1 Grants to Oncogenerix .

            (a) Patent and Know-How License . Subject to the terms and conditions of this Agreement, Rosemont grants to Oncogenerix, during
the Term, the exclusive (even as to Rosemont and its Affiliates) right and license, with the right to subcontract and sublicense, under the
Licensed Know-How and Licensed Patents, to undertake the Activities in respect of the Licensed Product in the Territory solely for use in the
Field. For the avoidance of doubt, Rosemont (and/or its Affiliates) shall retain the right to use the Licensed Know-How and Licensed Patents to
manufacture and export the Licensed Products on a worldwide basis.

             (b) Trademark License . Subject to the terms and conditions of this Agreement, Rosemont grants to Oncogenerix, during the Term,
the exclusive right and license, with the right to subcontract and sublicense, to use the Licensed Trademark(s), solely in connection with the
Activities in respect of the Licensed Product in the Territory for use in the Field. Oncogenerix acknowledges and agrees that all of its
(including its Affiliates and sublicensees) use of the Licensed Trademark(s) and any and all goodwill arising as a result of the Activities
relating to the Licensed Products in the Territory shall inure to the benefit of Rosemont (and/or its Affiliates), and that Oncogenerix shall not
acquire any ownership rights in and to the Licensed Trademark(s) by virtue of its uses of the Licensed Trademarks under this Agreement.

                                                                        8
             (c) Right to Sublicense . Oncogenerix may sublicense its rights and licenses granted under Sections 2.1(a) and 2.1(b) to a Third
Party only with Rosemont’s express prior written consent. Oncogenerix shall procure that its permitted sub-licensees who are at any time
associated with, engaged in, connected with this Agreement shall comply with the terms and conditions of this Agreement as though original
parties to this Agreement. Oncogenerix shall procure that the contracts with its sublicensees contains a provision as to allow the assignment of
such sublicensee contract to Rosemont in the event that Rosemont terminates this Agreement for any reason whatsoever. If Oncogenerix
sublicenses its rights and licenses or appoints a sub-contractor under this Agreement, Oncogenerix shall nevertheless continue to be liable for
the performance of its obligations under this Agreement, and shall be fully responsible for the actions of its sublicensees and/or appointed
sub-contractors and shall indemnify and keep indemnified Rosemont (and/or its Affiliates) against any and all Losses arising as a result of any
act, omission, breach and/or negligence of such sublicensees.

     2.2 [not used]


                                              III. DEVELOPMENT; REGULATORY ISSUES

     3.1 Development .

            (a) Regulatory Approval in the Field . The parties acknowledge that the Licensed Product has previously received Regulatory
Approval in the Territory for use in breast cancer treatment in humans. Oncogenerix and/or its Affiliates shall be responsible for carrying out
any procedures necessary to confirm, revive or otherwise perfect the Regulatory Approval for Commercial Sale of the Licensed Product in the
Field in the Territory (“ Development Activities ”). Oncogenerix shall provide written notice to Rosemont of any reasonable costs
contemplated to be incurred by Oncogenerix over and above US$20,000 (twenty thousand US dollars), directly in furtherance of perfecting the
Regulatory Approval of the Licensed Product in the Territory (“ Regulatory Costs ”) prior to incurring such Regulatory Costs and, provided
that Rosemont has approved such Regulatory Costs (or such Regulatory Costs are less than US$20,000 (twenty thousand US dollars)),
Oncogenerix may deduct the Regulatory Costs from the Royalties payable by Oncogenerix to Rosemont. Oncogenerix shall deduct fifteen
percent (15%) from each quarterly Royalty payment until Oncogenerix has been reimbursed for such Regulatory Costs. Oncogenerix shall
provide to Rosemont documentary evidence to support any claim for Regulatory Costs together with the relevant Royalty payment from which
the deduction has been made.

           (b) Additional Territories . Oncogenerix may make a written request to Rosemont to extend the Activities relating to the Licensed
Product into Additional Territories. Rosemont will consider in good faith such a request but shall not be obliged to agree to the inclusion of any
Additional Territories. Any agreement between the Parties regarding Additional Territories shall be made in accordance with Section 16.5.

           (c) [not used]

          (d) Other Development-Additional Products . Rosemont and/or its Affiliates: (i) at their sole discretion and their sole cost and
expense, may develop liquid pharmaceutical products other than the Licensed Product for any indication, whether inside the Field or not, and;

                                                                        9
(ii) has developed liquid pharmaceutical products other than the Licensed Product which have previously received Regulatory Approval,
examples of which are set out in Exhibit D (each “Additional Products” ). In the event Rosemont successfully develops and obtains
Regulatory Approval for any Additional Products pursuant to this Section 3(d) and within the Territory, Oncogenerix may make a written
request to Rosemont to undertake the Activities in respect of the Additional Products within the Territory. Rosemont shall consider in good
faith such a request but shall not be obliged to agree to permit Oncogenerix to undertake the Activities in respect of the Additional Products
within the Territory. Any agreement between the parties regarding the Additional Products shall be the subject of a separate agreement between
the Parties.

             (e) Ownership of Data and Regulatory Approvals . Except as otherwise set forth in this Agreement, all data and information
generated by any Development Activities pursuant to this Section 3.1 shall be owned by Rosemont and/or its Affiliates and shall be deemed
Licensed Know-How. Rosemont and/or its Affiliates shall hold and own all Regulatory Approvals. Rosemont grants to Oncogenerix the sole
and exclusive right to market the Licensed Product under Rosemont’s and/or its Affiliates’ Regulatory Approvals in the Field in the Territory.
Oncogenerix shall hold and own all Prescriber Data, marketing, sales, distribution and other commercialization data and other marketing, sales,
distribution and commercialization information resulting from the Activities regarding the Licensed Product undertaken by Oncogenerix
(and/or its Affiliates and sublicensees) in the Field in the Territory following the Effective Date (together referred to as “Oncogenerix Data” ).
Upon request, Oncogenerix shall make available to Rosemont any and all Oncogenerix Data within Oncogenerix’s (or Oncogenerix’s
Affiliates’ and/or sublicensees’) possession or control that Rosemont may need to comply with FDA reporting requirements and other
regulations; Oncogenerix shall provide copies of any documents, in electronic or paper form as requested by Rosemont, within five (5) business
days of Rosemont’s request.

     3.2 Adverse Event Reporting .

      (a) Oncogenerix and Rosemont shall notify each other of all information coming into its respective possession concerning any and all
adverse events relating to the Licensed Products as detailed under the Technical Agreement (“ Adverse Event Reports ”) as provided in the
Technical Agreement, in substantially the form attached hereto as Exhibit A. Each party agrees to share relevant information it receives (either
directly or indirectly) with the other party in a timely manner and in any event in accordance with all applicable laws and regulations so as to
allow such other party to comply with its responsibility to process pharmacovigilance information under this Section 3.2 and any applicable
laws and regulations. Each party also agrees to report such information to the FDA or EU equivalent in any country required in a timely
manner, and in no event later than the prescribed period of time for reporting such information.

      (b) For the avoidance of doubt, Oncogenerix shall have the responsibility of filing the annual report for the Licensed Product with the
FDA in the Territory and Rosemont shall provide Oncogenerix on a timely basis with any such information which shall be necessary for
Oncogenerix to comply with the requirements of this section. Oncogenerix shall indemnify and keep indemnified Rosemont (and/or its
Affiliates) against any and all Losses resulting from Oncogenerix’s failure to comply with the provisions of this Section 3.2(b) to the extent that
such

                                                                        10
Losses were not incurred as a direct result of Rosemont’s failure to comply with the information provision under this Section 3.2(b). Except as
specifically provided in this Section 3.2(b), Rosemont shall have the responsibility of filing all regulatory reports with respect to the Licensed
Product.


                                               IV. COMMERCIALIZATION; MANAGEMENT

      4.1 Commercialization .

           (a) By Oncogenerix . During the Term and in the Territory, Oncogenerix shall use Reasonable Diligence, at its sole cost and
expense, and in such a manner as Oncogenerix may in its reasonable discretion determine reasonable and appropriate, for:

                   (i) the marketing and sale of Licensed Product in the Field;

                     (ii) accepting and fulfilling orders for Licensed Product received by it and/or its Affiliates from customers in the Field,
including the distribution of Licensed Product to fulfill such orders (provided that Rosemont shall inform and transfer to Oncogenerix any and
all active orders it and/or its Affiliates receive for Licensed Products in the Territory);

                   (iii) booking all sales and reimbursement obligations of Licensed Product attributable to such orders;

                   (iv) establishing and managing reimbursement strategies within the Territory;

                   (v) warehousing and distribution of Licensed Product within the Territory;

                  (vi) establishing and managing field sales and sales operations, and performing visits to, national accounts, including
managed care, trade and government accounts;

                  (vii) responding to medical questions or enquiries from members of the medical and paramedical professions and consumers
regarding Licensed Product, including the distribution of standard medical information letters resulting from the marketing activities of
Oncogenerix’s sales representatives;

                   (viii) performing market research in connection with Licensed Product; and

                  (ix) any other activities reasonably related to the Activities regarding the Licensed Product, including the
handling/processing of returns, refunds, rebates and wholesaler charge-backs and administration of managed care contracts, federal and state
government contracts, rebate contracts, long-term care contracts, performance-based contracts and hospital purchasing contracts.

                  (x) making clear, in all dealings with customers and prospective customers, that it is acting as an authorized distributor of the
Licensed Products and not as agent of Rosemont;

                   (xi) beginning six (6) months from the date of the first Commercial Sale of the Licensed Product by Oncogenerix in the
Territory, maintaining an active and suitably trained sales force and being fully responsible for all selling and sales support activities in the
Territory;

                                                                         11
             (b) By Rosemont . During the Term and in the Territory, Rosemont shall use reasonable endeavours, at its sole cost and expense
(subject to the proviso set out below), for:
                        subject to Section 3.2(b), regulatory affairs related to Regulatory Approvals and regulatory maintenance-related
                   matters within the Territory;
                         manufacturing and supply of the clinical supplies of Licensed Product necessary for the bio-equivalency and clinical
                   studies, if any, necessary for Regulatory Approval within the Territory;
                        manufacturing of commercial supply quantities of Licensed Product within the Territory pursuant to the Supply
                   Agreement; and
                        any other activities reasonably related to the development, registration, manufacturing or supply of Licensed Product
                   mutually agreed to by the parties.

      4.2 Compliance with Law . Oncogenerix shall comply with all legal requirements applicable to the Activities relating to the Licensed
Product in the Territory, including, without limitation, any applicable statutory or regulatory requirements relating to the Promotional Materials
for the Licensed Product in the Territory. Rosemont shall maintain responsibility for labeling compliance and maintenance relating to the
Licensed Product, and notify Oncogenerix of any changes to labeling at the time of FDA approval thereof; and Oncogenerix shall seek
Rosemont’s written approval prior to adopting or changing any packaging or labeling for the Licensed Product.

      4.3 Promotional Materials . Oncogenerix shall provide samples of Promotional Materials to Rosemont not less than ten (10) days prior to
the time of first using or distributing such Promotional Materials in the Territory and shall obtain Rosemont’s written approval before

using or distributing such Promotional Material; such approval not to be unreasonably delayed, conditioned or denied. Rosemont will approve
the Promotional Materials within five (5) business days of receipt of such Promotional Materials from Oncogenerix. If Rosemont does not
provide its approval or notice that it does not approve the Promotional Materials within the timescale in this Section 4.3, the Promotional
Materials will be deemed to be approved. Oncogenerix will use Reasonable Diligence to make such amendments to the Promotional Materials
as requested by Rosemont under this Section 4.3. Oncogenerix shall own all right, title and interest in and to any Promotional Materials created
by Oncogenerix relating to the Licensed Products, but excluding the Licensed Trademark(s); provided that, the Promotional Materials shall be
used exclusively in connection with the Licensed Products in accordance with the terms of this Agreement. Where required by law,
Oncogenerix shall submit Promotional Materials to the FDA (DDMAC) for review and approval. In the event that the FDA issues a letter
objecting to any Promotional activities by Oncogenerix that require corrective actions (e.g. issuance of Dear Healthcare Professional letters,
recall of Promotional Materials and/or dissemination of corrected Promotional Material), Oncogenerix will bear all the cost related to these
corrective activities except to the extent that any such costs are caused by changes requested by Rosemont, in which case Rosemont shall bear
the costs of such corrective activities.

                                                                       12
     4.4 Pricing . As between the parties, Oncogenerix has the sole right to determine the price for Licensed Product within the Territory,
subject to appropriate governmental rules and regulations, where applicable.

       4.5 Non-Compete . During the Term, Oncogenerix shall not undertake any Activities in respect of any oral liquid pharmaceutical product
for treatment of cancer in a competitive indication in humans (a “Competing Product” ) in the Territory. Notwithstanding the above, but
subject to Section 16.4(a), Oncogenerix is not precluded from entering into a merger or acquisition of or with an entity that markets, distributes,
Promotes, details or sells a Competing Product in the Territory, provided that consolidated revenues from a Competing Product constitute less
than 25% of such entity’s consolidated revenues. In the event Oncogenerix enters into a merger with or acquisition of an entity whose
consolidated revenues from a Competing Product are equal to or greater than 25% of such entity’s consolidated revenues, then Oncogenerix
will use reasonable commercial efforts to sell that portion of the entity’s business engaged in the marketing, distribution, Promotion, detailing
or selling of Competing Product during the period of time covered by this Section 4.5.

     4.6 Oncogenerix shall comply with the terms and conditions set out in Exhibit C in performing the Activities relating to the Licensed
Products in the Territory.


                                                            V. MANUFACTURING

      5.1 Commercial Supply . Rosemont shall supply to Oncogenerix all its requirements for Licensed Product (including samples and clinical
supplies), subject to Oncogenerix’s obligation to make Royalty payments in accordance with Section VI. As part of this Agreement, Rosemont
and Oncogenerix shall comply with the terms and conditions of the supply agreement, as detailed in Exhibit B (the “Supply Agreement” ),
governing the commercial supply of Licensed Product (including samples and clinical supplies) by Rosemont to Oncogenerix (including the
procedures for providing forecasts of Oncogenerix’s requirements, for ordering Licensed Product, and for return and replacement of Licensed
Product that does not meet product specifications). For purposes of clarity, all Licensed Product (other than samples and clinical supplies)
supplied by Rosemont to Oncogenerix hereunder shall be in finished form and packaged in primary packaging, ready to sell.


                                                                VI. PAYMENTS

     6.1 Royalties . (a) During the Term, Oncogenerix shall pay Rosemont quarterly Royalties equal to five (5%) per cent of Oncogenerix’s
Net Revenues of the Licensed Product. All Royalty payments shall be due within thirty (30) days after the close of each calendar quarter.

      (b) Milestones . During the term of this Agreement, Oncogenerix shall pay to Rosemont the following Milestone payments within thirty
(30) days of the relevant Milestone being met by Oncogenerix:

                       Milestone based on                                                                  Milestone
                       Oncogenerix’s Net Revenues                                                       Payment – US$
                       US$5,000,000                                                                   US
                                                                                                      $        250,000
                       US$10,000,000                                                                  US
                                                                                                      $        500,000
                       US$15,000,000                                                                  US
                                                                                                      $        750,000
                       US$20,000,000                                                                  US
                                                                                                      $       1,000,000

                                                                        13
      6.2 Payments on Termination . If this Agreement is terminated, Oncogenerix shall continue to be responsible for payment of all amounts
accrued under this Agreement and/or the Supply Agreement prior to the date of termination (including any Royalty or Milestone payments).
Any such amounts shall be due and payable within thirty (30) days after termination. If Oncogenerix is permitted to sell its inventory of
Licensed Product pursuant to Section 12.10, then Oncogenerix shall pay to Rosemont any Royalties and Milestone payments pursuant to
Section 6.1 achieved after termination (during the Tail Period). Such payments shall be paid within thirty (30) days after the end of the calendar
quarter during which such sales were made or thirty (30) days after the date on which such Milestone was achieved.

      6.3 Sublicenses . Any Net Revenues or gross sales by an Oncogenerix sublicensee shall be treated as Net Revenues and gross sales,
respectively, of Oncogenerix, for the purposes of payments under this Article VI. If Oncogenerix grants any sublicenses under this Agreement,
then Oncogenerix shall obtain the written commitment of such sublicensees to abide by all applicable terms and conditions of this Agreement,
but Oncogenerix shall remain responsible to Rosemont for the performance by such sublicensee of any and all terms in accordance with
Section 2.1(c).

      6.4 Interest . In the event that Oncogenerix is late in paying to Rosemont any amounts due under this Section VI within the applicable
time period set forth herein, such payment shall bear interest (both before and after judgment) at the average one-month London Interbank
Offered Rate (LIBOR) as reported by Datastream (or a successor or similar organization) from time to time, such interest to accrue on a daily
basis from the due date for payment until receipt of payment in full and cleared funds by Rosemont.


                                            VII. PAYMENTS, REPORTS, AND ACCOUNTING

       7.1 Royalty Payments and Reports . Oncogenerix agrees to make payments within thirty (30) days after the end of each calendar quarter
covering all Commercial Sales of, and Net Revenues from, the Licensed Product in the Territory by Oncogenerix, its Affiliates and/or
sublicensees for which invoices were issued during such calendar quarter. Oncogenerix agrees to provide written reports to Rosemont within
thirty (30) days after the end of each calendar quarter detailing all Commercial Sales of Licensed Product in the Territory by Oncogenerix for
which invoices were sent during such calendar quarter. Each report shall state for the period in question:

            (a) for Licensed Product disposed of by Commercial Sale, the gross sales of Licensed Product, and the detailed calculation of Net
Revenues;

            (b) for Licensed Product disposed of other than by Commercial Sale, the quantity, description, and nature of the disposition; and

            (c) the calculation of the amount due to Rosemont for such quarter pursuant to Article VI.

      7.2 Accounting . Oncogenerix agrees to keep full, clear, true, accurate and up-to-date records for a period of at least three (3) years,
setting forth the Commercial Sales and other disposition of Licensed Product and Net Revenues in sufficient detail to enable Royalties and
compensation payable to Rosemont hereunder to be determined.

                                                                        14
       7.3 Audit . Oncogenerix further agrees to permit its books and records to be examined by a nationally recognized independent certified
public accounting firm selected by Rosemont and retained for the purpose of auditing the same at Rosemont’s expense to verify records
provided for in this Article VII and the Royalties payable under Article VI. Such audit shall be conducted for the purpose of verifying the
accuracy of reports delivered by Oncogenerix to Rosemont pursuant to Sections 7.1 and 7.2 and the accuracy of Oncogenerix’s determination
of the amounts payable or paid by Oncogenerix to Rosemont under this Agreement and/or the Supply Agreement. Such audit shall not be
performed more frequently than once per calendar year nor more than once with respect to the records covering any specific period of time.
Such examination is to be made at the expense of Rosemont, except in the event that the results of the audit reveal a discrepancy in favor of
Oncogenerix of five percent (5%) or more of Net Revenues over the period being audited, in which case the audit fees for such examination
shall be paid by Oncogenerix. Oncogenerix shall pay to Rosemont within thirty (30) days after the delivery of the accountant’s report pursuant
to this Section 7.3 all amounts plus interest payable under Section 6.4 above and/or under the Supply Agreement determined by the accountant
to be payable by Oncogenerix to Rosemont. If the accountant determines that Oncogenerix has overpaid Rosemont, Rosemont shall, at the
election of Oncogenerix, credit Oncogenerix in an amount equal to such overpayment on the immediately succeeding invoice rendered to
Oncogenerix, or pay Oncogenerix such amount within thirty (30) days after receipt of an invoice therefor.

     7.4 Methods of Payments . All payments due under this Agreement shall be paid in United States dollars (US$) by BACS transfer to a
bank in England designated in writing by Rosemont.

       7.5 Taxes . Royalties and other sums payable under this Agreement are exclusive of VAT (or similar tax) and shall be paid free and clear
of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If Oncogenerix is required by law to
make a deduction or withholding, Oncogenerix will, within five (5) business days of making the deduction or withholding, provide a statement
in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid.

     7.6 Royalties shall be payable under this Agreement even if some part of the Activities relating to the Licensed Products undertaken by
Oncogenerix takes place in a part of the Territory (or Additional Territories) where there is no Licensed Patent or where the Licensed Product
does not fall within the scope of the Licensed Patent.


                             VIII. OWNERSHIP OF TECHNOLOGY AND INTELLECTUAL PROPERTY

      8.1 Ownership . Subject to Section 10.1 only, ownership of any Licensed Know-How and/or Licensed Patents improved, modified,
developed or created during the Term shall remain vested at all times in Rosemont and Oncogenerix hereby assigns as a present and immediate
assignment of future rights all such right and title to Rosemont; upon such assignment, Rosemont shall grant Oncogenerix, for no additional
consideration, the right to use such improvement,

                                                                      15
modification, development or creation related to the Licensed Know-How and/or Licensed Patents for the duration of the Term and any
Renewal Term. Rosemont expressly reserves under this Agreement all rights to use the Licensed Know-How, the Licensed Patents, and any
other Rosemont patents to make, have made, use, export, undertake the Activities in respect of the Licensed Product outside of the Territory
and to make, have made, use and export the Licensed Product within the Territory.

      8.2 Rosemont Inventions . As between the parties, Rosemont shall own any and all inventions invented, either solely or jointly with Third
Parties, by the employees or agents of Rosemont, and any patents Covering such inventions.

     8.3 [not used]

     8.4 Oncogenerix Technology . If during the Term, Oncogenerix develops any know-how relating to the use, manufacture, and/or
undertaking of the Activities relating to the Licensed Product (the “Oncogenerix Know-How” ), Oncogenerix shall immediately grant a
non-exclusive, non-royalty-bearing, perpetual, irrevocable, worldwide, transferable license to Rosemont to use the Oncogenerix Know-How.


                                                               IX. Trademarks .

     9.1 Ownership .

      (a) Rosemont shall exclusively own any Licensed Trademarks created during the Term, and shall retain the right to use the Licensed
Trademarks in the Territory in connection with the Activities relating to any products other than the Licensed Product. Rosemont shall also
retain the right to use the Licensed Trademark(s) in connection with the Activities relating to the Licensed Product outside the Field within the
Territory and/or outside the Territory. Oncogenerix shall have no right to use the Licensed Trademark(s), or any other marks confusingly
similar to the Licensed Trademark(s), in connection with the Activities relating to any product other than the Licensed Product.

      (b) Except as provided in Section 2.1, Oncogenerix shall have no rights in respect of any trade names or Licensed Trademarks or the
other intellectual property rights used by the Rosemont and/or its Affiliates in relation to the Licensed Products or of the goodwill associated
therewith, and Oncogenerix hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect
thereof.

      (c) Oncogenerix shall, at Rosemont’s expense, take all such steps as Rosemont may reasonably require to assist Rosemont in maintaining
the validity and enforceability of the Licensed Trademarks and/or the Licensed Patents during the continuance of this Agreement.

     (d) Without prejudice to the right of Oncogenerix or any third party to challenge the validity of any Licensed Trademarks or Licensed
Patents, Oncogenerix shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with the
Licensed Trademarks and/or Licensed Patents or omit to do any act which, by its omission, would have that effect or character.

                                                                       16
     (e) Oncogenerix shall not:

            (i) alter, remove or tamper with any Licensed Trademarks and/or Licensed Patents numbers, or other means of identification used
on or in relation to the Licensed Products;

          (ii) use any of the Licensed Trademarks in any way which might prejudice their distinctiveness or validity or the goodwill of
Rosemont (and/or its Affiliates);

           (iii) use in relation to the Licensed Products any trademarks other than the Licensed Trademarks and the Oncogenerix Trade Dress
without obtaining the prior written consent of Rosemont; or

             (iv) use any trademarks or trade names so resembling any Licensed Trademarks or trade names of Rosemont (and/or its Affiliates)
as to be likely to cause confusion or deception; or

           (v) make an application to or actually register the unregistered Licensed Trademarks in the Territory without Rosemont’s prior
written consent.

      9.2 Trade Dress . Notwithstanding the foregoing, as soon as reasonably practicable prior to or upon Rosemont’s application for
Regulatory Approval, Oncogenerix shall prepare and submit to Rosemont a sample of Oncogenerix’s trade dress to be utilized to distribute the
Licensed Products in the Territory (the “Oncogenerix Trade Dress” ) which shall be in accordance with all applicable laws. Oncogenerix
hereby grants to Rosemont the right to use, with the right to grant Rosemont’s Affiliates the right to use, such Oncogenerix Trade Dress in the
Territory solely for the purpose of performing its obligations under this Agreement, the Technical Agreement and/or the Supply Agreement.
Oncogenerix shall own and retain all rights to the Oncogenerix Trade Dress and all goodwill associated therewith. The Oncogenerix Trade
Dress shall be used only pursuant to the terms of this Agreement to identify, and in connection with, the distribution of the Licensed Products
in the Territory, and shall not be used by either party to identify, or in connection with, the marketing of any other products. Except as
otherwise set forth in this Agreement, Rosemont’s (and/or its Affiliates’) right to use the Oncogenerix Trade Dress shall automatically
terminate upon the termination or expiration of this Agreement.

      9.3 Selection, Prosecution and Maintenance . The parties acknowledge that Rosemont has registered the trademark “Soltamox” for the
Licensed Product in the USA. With respect to any Additional Territories, any necessary trademark applications and registrations shall be
deemed to be Licensed Trademarks. Rosemont shall be responsible for, and have full control over, the filing, prosecution and maintenance of
and, subject to Section 10, any infringement actions relating to the Licensed Trademark(s).

       9.4 Quality Control . Rosemont shall exercise full control with respect to the nature and quality of the Licensed Product and shall be
entitled to approve any and all advertising and promotional materials used in connection with the Licensed Product, including such materials
bearing the Licensed Trademark(s) ( “Promotional Materials” ) as set forth in Section 4.3. Oncogenerix acknowledges that the Licensed
Trademarks and Rosemont’s other trademarks have established valuable goodwill and are well recognized in the minds of the relevant class of

                                                                      17
customers, and Oncogenerix agrees that the Promotional Material and any Activities relating to the Licensed Products shall be equal to the
standard of quality heretofore established and maintained by Rosemont and its Affiliates in the operation of its business.

            (a) At Rosemont’s request, Oncogenerix shall: (i) provide specimens of Licensed Product, Promotional Materials and other
materials reasonably sufficient to enable Rosemont to further monitor the quality of Licensed Product and/or Promotional Materials offered by
Oncogenerix in connection with the Licensed Trademark(s); and (ii) permit Rosemont (and/or its authorized representatives) to inspect, during
regular business hours and on reasonable prior written request, the portions of the premises and facilities (except with respect to current Third
Party subcontractors, in such case Oncogenerix shall only be required to use Reasonable Diligence to cause such Third Party to allow such
inspection) where the Licensed Products will be stored under the Licensed Trademark(s).

           (b) Oncogenerix agrees to use Reasonable Diligence to comply with applicable laws and regulations relating to the use of the
Licensed Trademark(s), including, but not limited to, those laws and regulations which require Oncogenerix to indicate that it is a licensee of
the Licensed Trademark(s), that Rosemont owns the Licensed Trademark(s) and/or that Rosemont is the source of the products and/or services
sold thereunder.

            (c) Oncogenerix shall use Reasonable Diligence to comply with all applicable international, federal, state and local laws,
regulations, standards, statutes and guidelines, and obtain all foreign and domestic government approvals, pertaining to the Activities relating to
the Licensed Products in the Territory.

          (d) Oncogenerix shall not, by any act or omission, tarnish, disparage, degrade, dilute or injure the reputation of the Licensed
Trademark(s) owned by Rosemont or its Affiliates and/or the goodwill associated therewith.

      9.5 Trademark Marking . Oncogenerix shall ensure that each reference to and use of any Licensed Trademarks by Oncogenerix is in a
manner approved by Rosemont in accordance with the terms of this Agreement. If requested by Rosemont, Oncogenerix shall use the initials
“TM” (or ™) in association with the Licensed Trademark(s), until such time as Oncogenerix is informed that a form of the Licensed
Trademark(s) has been registered for any one or more of the Licensed Products. Oncogenerix shall use the notation ® in association with each
such registered form of the Licensed Trademark(s) in respect of the Promotional Materials and/or the Licensed Products.

      9.6 Trademark Legend . To the extent practicable based on the nature and size of the Promotional Material in question, Oncogenerix shall
place on all Promotional Materials which show the Licensed Trademark(s), including product packaging, the legend “The trademarks [list
relevant trademarks] are owned by Rosemont Pharmaceuticals Ltd and are licensed by Oncogenerix, Inc.”

                                                                        18
                                                  X. PATENT PROSECUTION – NOT USED

     10.1 Improvements

      (a) Oncogenerix accepts and confirms that all work done by it in connection with the Licensed Products and/or the development of the
Licensed Products during the continuance of this Agreement shall accrue for the benefit of Rosemont. If at any time Oncogenerix makes or
discovers any Improvement in the Licensed Products (or any of them) then Oncogenerix shall, to the extent that it is not prohibited by law,
assign such Improvement to Rosemont pursuant to Section 8.1.

      (b) Oncogenerix shall communicate in writing to Rosemont full details and particulars of an Improvement made by it in relation to the
Licensed Products during the continuance of this Agreement together with all necessary materials, samples, documents, data, information, and
at the request of Rosemont it shall assist Rosemont (and/or its Affiliates) in applying for and obtaining a patent or other monopoly protection as
appropriate for such Improvement, and it shall, at the request and cost of Rosemont, do and execute all such acts, deeds, matters and things as
may be necessary to apply for and obtain such protection in any part of the world.

      (c) Information provided by Oncogenerix to Rosemont under Section 10.1 shall constitute Confidential Information and be subject to the
provisions of Section XIII.


                                            XI. ENFORCEMENT AND DEFENSE OF PATENTS

     11.1 Enforcement of Patent Rights/Trademarks .

            (a) Notice . If either party becomes aware of any Claim then that party shall give prompt written notice to the other party within five
(5) business days after gaining knowledge of such infringement or violation.

           (b) Rosemont’s Primary Right to Bring Action .
                   (i)    Rosemont shall have the primary right in its absolute discretion, but not the obligation, to institute, prosecute and/or
                          control any action or proceeding, with respect to such Claims, by legal counsel of its own choice. If Rosemont
                          institutes such an action, on Rosemont’s reasonable request, Oncogenerix shall have the right (but not the obligation),
                          to agree to be joined as a party to the litigation if it is necessary or strategically advantageous (as determined by the
                          parties in consultation with their respective patent litigation counsel) for Oncogenerix to be included as a party.
                          Oncogenerix shall bear its own costs if it is joined as a party to the litigation.
                   (ii)   Oncogenerix shall not make any admissions relating to any Claim other than to Rosemont and shall provide Rosemont
                          with all assistance that it may reasonably require in the conduct of any Claim.

            (c) Allocation of Recovery . Any damages or monetary awards (including any settlement payments) recovered by Rosemont shall
be retained by Rosemont for its own account.

           (d) [not used]

                                                                         19
          (e) Right to Counsel . In any event, Oncogenerix shall have the right to be represented by counsel of its own choice in respect of
any Claim under Section 11.1(b).

      11.2 [not used]

      11.3 [not used]

      11.4 [not used]

      11.5 The provisions of section 67(i) of the Patents Act 1977 (or equivalent legislation in any jurisdiction) are expressly excluded.


                                                       XII. TERM AND TERMINATION

      12.1 Initial Term . (a) Unless earlier terminated pursuant to the terms of this Article XII, this Agreement shall be effective on the
Effective Date and shall continue until the later of: (i) seven (7) years from the Effective Date; or (ii) the expiry of the last-to-expire Licensed
Patent, if any, Covering the Licensed Product in the Territory. The period of time from the Effective Date until the date of expiration or
termination under this Section 12.1(a) shall be referred to as the “ Initial Term ”.

            (b) Renewal Term . The Initial Term shall automatically extend for successive periods of one (1) year (“ Renewal Term ”), unless
either Party notifies the other Party in writing at least twelve (12) months prior to the expiry of the Initial Term or the relevant and applicable
Renewal Term that the Party does not wish the first or successive Renewal Term to apply.

      12.2 Termination for Interruption of Regulatory Approvals . Either party shall have the right to terminate this Agreement on reasonable
written notice to the other party if the Regulatory Approval in the Territory is withdrawn.

      12.3 Termination for Breach . Each non-breaching party (the “Non-Breaching Party” ) shall be entitled to terminate this Agreement by
written notice to the other party (the “Breaching Party” ) in the event that the Breaching Party is in (i) material breach, (ii) persistent or
repeated breach, and/or (iii) breach of a material term (including Section 9.4(d)), of this Agreement, the Technical Agreement and/or under the
Supply Agreement and fails to remedy such breach within thirty (30) days (or, in the case of payment defaults, within seven (7) days) after
provision of written notice thereof by the Non-Breaching Party. The effective date of termination under this Section 12.4 for an unremedied
material breach shall be the date thirty (30) days (or, in the case of an unremedied payment default, seven (7) days) after provision of written
notice thereof by the Non-Breaching Party.

       12.4 Termination for Insolvency . Either party may terminate this Agreement upon written notice to the other party (with such
termination effective upon receipt of such written notice) for an Insolvency Event. For the avoidance of doubt, an Insolvency Event shall
include anything analogous to an Insolvency Event in any relevant jurisdiction, including in the Territory. Such analogous Insolvency Events
shall include if:

          (a) Oncogenerix commences a voluntary case under the United States Bankruptcy Code, as now or hereinafter in effect (the
“Bankruptcy Code” ), or fails to controvert in a timely manner, or acquiesces to, any petition filed against it in an involuntary case under the
Bankruptcy Code; or

                                                                          20
            (b) a proceeding or case is commenced against Oncogenerix in relation to an Insolvency Event or similar relief under the
Bankruptcy Code in the Territory. For avoidance of doubt, all rights and licenses granted under or pursuant to any section of this Agreement
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of “intellectual property” as
defined thereunder. The parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.

       12.5 Termination for Withdrawal of Licensed Product from the Market . Either party may terminate this Agreement in its entirety upon
thirty (30) days’ prior written notice if the Licensed Product is withdrawn from the market or recalled in any country or countries in the
Territory for safety reasons, and has been off the market for at least six (6) months;

       12.6 Termination by Rosemont . Rosemont may terminate this Agreement in its entirety upon thirty (30) days’ prior written notice if
Oncogenerix fails to generate Net Revenues of a least US$3,000,000 (three million US dollars) within the first twenty four (24) months
commencing on the date of first Commercial Sale of the Licensed Product in the Territory (“initial sales period”) or thereafter if Oncogenerix
fails to generate Net Revenues of at least US$3,000,000 (three million US dollars) within each subsequent twelve (12) month period after the
initial sales period; provided, however, that Rosemont shall not be entitled to terminate this Agreement pursuant to this Section 12.7 if
Oncogenerix’s failure to generate such Net Revenues has been caused by Rosemont’s failure to supply Product (as defined in the Supply
Agreement) to Oncogenerix in accordance with the terms of the Supply Agreement.

     12.7 Mutual Termination . This Agreement may be terminated at any time by a written agreement signed by both Parties.

     12.8 Termination for Force Majeure Event . Notwithstanding anything to the contrary contained in this Agreement, in the event that a
Force Majeure Event shall have occurred and be continuing for one hundred and eighty (180) consecutive days, either party shall be entitled to
terminate this Agreement upon thirty (30) days written notice to the other party.

     12.9 Consequences of Termination .

           (a) Upon termination of this Agreement, any and all affected rights and licenses granted by Rosemont to Oncogenerix shall
terminate on the effective date of termination, except as otherwise set forth herein. For avoidance of doubt, any licenses granted by
Oncogenerix to Rosemont shall continue and shall survive termination of this Agreement.

             (b) Upon expiration or termination of this Agreement due to reasons other than by Rosemont’s termination pursuant to Sections
12.4 to 12.7, Oncogenerix may continue using the licenses granted hereunder to undertake the Activities in respect of all Licensed Product
which are fully manufactured and in Oncogenerix’s (including its Affiliates’) inventory and for which there is a binding order on Oncogenerix
(or its Affiliates) at the date of such expiry or termination for a period of time not to exceed six (6) months from such expiry or termination date
(the “Tail

                                                                        21
Period” ) (provided that such sales shall be subject to the Royalties and milestone payment obligations under Article VI of this Agreement, as
well as all payment obligations under the Supply Agreement). Oncogenerix (and its Affiliates) shall destroy any inventory of Licensed Product
which has not been sold during the Tail Period and provide to Rosemont a sworn declaration evidencing such destruction.

           (c) Upon termination of this Agreement, each party shall return or destroy all copies of the other party’s Confidential Information
(together with any and all summaries and extracts thereof), and certify to the other party that all copies of the other party’s Confidential
Information have been returned or destroyed.

           (d) During the Tail Period the grants under Section 2.1 and Section 3.1(e) and under this Agreement shall become non-exclusive.

            (e) Upon expiry or termination of this Agreement for any reason, Oncogenerix shall assign to Rosemont, at no cost to Rosemont, all
rights and title to all know-how, Oncogenerix Data and information related to the Activities relating to the Licensed Product.

      12.10 Non-Exclusive Remedy for Breach . In the event of breach, the Non-Breaching Party may terminate this Agreement, as specified in
Section 12.4, but may also seek damages or other remedies to which the Non-Breaching Party may be entitled. The provisions of Section 12.4
are not intended to be exclusive and are without prejudice to the rights of the parties to enforce any other rights, and seek any other remedies,
which they may have under this Agreement or otherwise..

     12.11 Survival . Unless expressly provided to the contrary, the provisions of Sections 3.1(e) (Ownership of Data and Regulatory
Approvals), 7.2 (Accounting), 7.3 (Audit), 7.4 (Methods of Payment), 7.5 (Taxes), 10.1 (Improvements), 11.1 (Enforcement of Patent
Rights/Trademarks), 12.10 (Consequences of Termination), 12.11 (Non-exclusive Remedy for Breach), 16.8 (Notices) and 16.9 (Choice of
Law), and Articles VI (Payment), VIII (Ownership of Technology and Intellectual Property), XIII (Confidentiality, Disclosure and
Publications), XIV (Dispute Resolution) and XV (Indemnification) shall survive the termination of this Agreement and shall expire on their
own terms, or if no expiration is expressly indicated therein, shall continue indefinitely.

     12.12 Except for the purpose of disposing of Licensed Products during the Tail Period provided by this Section 12, Oncogenerix shall not
during any notice period and after termination of this Agreement from whatever cause:

           (a) promote, market or advertise the Licensed Products; and/or

             (b) enter into any further negotiation or commitment for the sale or other disposition of the Licensed Products and shall cease to
hold itself out as being an authorised distributor of Rosemont in respect of the Licensed Products, except for the purpose of fulfilling orders
accepted by it prior to the date of termination.

                                                                        22
     12.13 During any notice period, Rosemont may, to the extent that Oncogenerix (and/or its Affiliates) is unable or unwilling to supply the
Licensed Products to customers in the Territory in accordance with Section 12.10(b) above, supply Licensed Products directly to customers in
the Territory in order to fulfill any customer orders existing prior to the termination date.

      12.14 Oncogenerix (and its Affiliates) shall, at no additional cost to Rosemont, promptly provide such assistance and comply with such
timetable as Rosemont may reasonably require for the purpose of ensuring an orderly transfer of responsibility to Rosemont or a third party, as
Rosemont may determine in its sole discretion, upon the expiry or other termination of this Agreement for any reason whatsoever. Rosemont
shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other
termination of this Agreement.

      12.15 Oncogenerix undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of Rosemont
(and/or its Affiliates) to ensure an orderly transfer of responsibility.

      12.16 Oncogenerix (and/or its Affiliates) shall not be entitled to any claims, compensation or damages arising out of the valid termination
of this Agreement in accordance with this Agreement nor to any payment for goodwill which may have been established or to any similar
payment notwithstanding any provision or rule of law to the contrary.


                                    XIII. CONFIDENTIALITY, DISCLOSURE AND PUBLICATIONS

      13.1 Treatment of Confidential Information . Except as provided below, the parties agree that during the Term, and for a period of three
(3) years thereafter, each party (the “Receiving Party” ) shall (i) maintain in confidence Confidential Information of the other party (the
“Disclosing Party” ) to the same extent and with the same degree of care as the Receiving Party maintains its own proprietary information of
similar kind and value (but at a minimum each party shall use Reasonable Diligence), (ii) not disclose such Confidential Information to any
Third Party without prior written consent of the Disclosing Party, except for disclosures made in confidence to any Third Party, and (iii) not use
such Confidential Information for any purpose except those permitted by this Agreement. Each party shall neither disclose to the other party
nor induce the other party to use any secret or Confidential Information belonging to a Third Party.

      13.2 Exceptions . Notwithstanding the foregoing, the Receiving Party shall have no such confidentiality obligations with respect to any
portion of the Confidential Information of the Disclosing Party that the Receiving Party can prove:

            (a) at the time of disclosure by the Disclosing Party to the Receiving Party, was generally available to the public, or after such
disclosure, becomes generally available to the public through no fault attributable to the Receiving Party or its Affiliates; or

            (b) was known to the Receiving Party or its Affiliate, without obligation to keep it confidential, prior to when it was received from
the Disclosing Party; or

                                                                         23
            (c) is subsequently disclosed to the Receiving Party or its Affiliate, without obligation to keep it confidential, by a Third Party
lawfully in possession thereof and having the right to so disclose; or

             (d) is demonstrated by the Receiving Party by competent written proof, has been independently developed by the Receiving Party or
its Affiliate who do not have access to or knowledge of such Confidential Information; or

            (e) is disclosed pursuant to a court order, law, or regulation, provided that the Receiving Party provides the other party prior written
notice of the required disclosure and takes reasonable steps to limit such disclosure to the minimum required by such court order, law, or
regulation and to obtain, or cooperate with the other party in obtaining, a protective order or other similar order requiring that such Confidential
Information be used only for the purposes required by such court order, law, or regulation;

provided always that the Receiving Party is seeking to rely upon any of the exceptions set out above then the Confidential Information shall not
be deemed to be within one of the exceptions set out above merely because it is embraced by more general information within such exceptions.
In addition, any combinations of features disclosed by the Disclosing Party will be deemed to be within the public domain only if both the
combination itself and its use fall within the exception set out above.

     13.3 Authorized Disclosures . Nothing in this Agreement shall prohibit the Receiving Party from disclosing Confidential Information of
the Disclosing Party, as well as the terms and conditions of this Agreement, to:

            (a) the Receiving Party’s Affiliates, officers, employees, agents, consultants, sublicensees, advisors (other than professional
advisors), clinical institution and investigators, and contract manufacturers and suppliers, if any, but only on a need-to-know basis for purposes
provided for in this Agreement, provided such disclosure occurs pursuant to a confidentiality agreement containing provisions at least as
protective as those of this Article XIII;

           (b) the Receiving Party’s board of directors and professional advisors (such as attorneys and accountants) bound by a duty of
confidentiality; or

           (c) potential collaborators, acquirers or merger candidates, provided such disclosure occurs pursuant to a confidentiality agreement
containing provisions at least as protective as those of this Article XIII.

      13.4 Publicity . All publicity, press releases, and other public announcements relating to this Agreement or the performance hereunder
shall be reviewed in advance by, and subject to the approval of, both parties (which approval shall not be unreasonably withheld, conditioned,
or delayed); provided, however, that any disclosure which a party is required by law or any listing or securities trading agreement concerning
its publicly traded securities (if applicable), based upon advice of such party’s legal advisors, may be made without the prior consent of the
other party, although the other party shall be given prompt notice (but in no event later than the time the actual disclosure is made) of any such
legally required disclosure and to the extent practicable, the disclosing party shall provide the other party an opportunity to comment on the
proposed disclosure.

                                                                         24
     13.5 [not used]


                                                        XIV. DISPUTE RESOLUTION

     14.1 Jurisdiction . Subject to Section 14.2 below, any claim, dispute or controversy arising out of or in connection with or relating to this
Agreement or the breach or alleged breach thereof shall be submitted by the parties to the exclusive jurisdiction of the courts of England and
Wales.

       14.2 No Limitation on Injunctive Relief . Nothing in this Agreement shall be deemed as preventing Rosemont from seeking injunctive
relief (or any other provisional remedy) from any court having jurisdiction in the Territory and the subject matter of the dispute as necessary to
protect its name, proprietary information, trade secrets, know-how or any other proprietary right.

     14.3 Any dispute between the parties in connection with this Agreement shall be referred in the first instance to the dispute resolution
procedure in this Section 14.

      14.4 Initial meeting . In the first instance the relevant contract manager for each of the parties shall arrange to meet solely in order to
resolve the matter in dispute. Such meeting shall be minuted and shall be chaired by the party calling for the meeting (but the chairman shall
not have a casting vote).

      14.5 Managerial escalation . (a) If the meeting referred to in Section 14.4 above does not resolve the matter in question within ten
(10) Business Days of the date of that meeting being called, then the parties will escalate the matter to the Managing Directors of each of the
parties.

     (b) The Managing Directors referred to above shall arrange to meet solely in order to resolve the matter in dispute. Such meeting shall be
minuted and shall be chaired by the party calling for the meeting (but the chairman shall not have a casting vote).

      (c) The meetings referred to in this Section 14.5 shall be conducted in such manner and at such venue (including a meeting conducted by
telephone or video conference) as to promote a consensual resolution of the dispute in question to the mutual satisfaction of the parties.

      (d) If the matter has not been resolved within thirty (30) days from the referral of the dispute under Section 14.4, either party may initiate
binding arbitration as set out in Section 14.6 below.

    14.6 The dispute shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. The seat, or legal place, of arbitration shall be
London and the language used to conduct the arbitral proceedings shall be English.

                                                                         25
                                                           XV. INDEMNIFICATION

     15.1 Indemnification by Oncogenerix .

             (a) Oncogenerix shall defend, indemnify, keep indemnified and hold harmless Rosemont (including its Affiliates), its trustees,
directors, officers, agents and employees from and against any and all Third Party suits, Claims, proceedings, acts, liabilities, demands,
damages, costs, expenses (including legal expenses and disbursements) (“ Losses ”), including those resulting from death, personal injury,
illness or property damage arising (i) out of the distribution, use, testing/handling, Promotion, marketing, sale or storage, and/or Activities by
Oncogenerix, an Affiliate of Oncogenerix, or any distributor, sublicensee or representative of Oncogenerix or anyone in privity therewith (other
than Rosemont), of any Licensed Product in the Territory, to the extent that such distribution, use, testing/handling, Promotion, marketing, sale
or storage, and/or Activities is not in accordance with any written instructions provided by Rosemont; (ii) out of any breach by Oncogenerix of
any representation, warranty or covenant of this Agreement; (iii) out of any violation of applicable law by an action, policy or procedure of
Oncogenerix or its Affiliates or any distributor, sublicensees or representative of Oncogenerix or anyone in privity therewith (other than
Rosemont); or (iv) out of any negligence or willful misconduct of Oncogenerix or its Affiliates; in each case except to the extent that Rosemont
is liable for such Losses pursuant to Section 15.2; provided that Oncogenerix’s liability under this Section 15.1 in any Year will, where
permitted by law, be limited to US$5,000,000 in aggregate. Anything to the contrary notwithstanding, Losses shall not include any indirect loss
of profits or revenues, or any loss of good will.

           (b) Oncogenerix shall obtain and maintain in force for the Term and for a period of three (3) years thereafter adequate and suitable
insurance with a reputable insurance company to cover its liability under this Agreement and shall supply to Rosemont certificates to prove that
Oncogenerix has appropriate and valid insurance. Oncogenerix shall obtain and maintain product liability insurance cover of a minimum of
US$5,000,000 per claim or series of linked claims.

          (c) For the avoidance of doubt, Oncogenerix shall continue to be liable under all provisions of this Agreement whether or not they
comply with the provisions of Section 15.1(b).

      15.2 Indemnification by Rosemont . Rosemont agrees to defend, indemnify and hold harmless Oncogenerix, its directors, officers, and
employees from and against any Third Party Claims related to or Losses resulting from death, personal injury, illness or property damage
arising as a result of: (i) the manufacture or the supply of the Licensed Products by Rosemont to Oncogenerix; (ii) any breach by Rosemont of
its obligations under this Agreement; (iii) any violation of applicable law by Rosemont; (iv) any negligence or willful misconduct of Rosemont;
(v) any failure by Rosemont to implement a withdrawal or recall of the Licensed Product in the Territory; provided that Rosemont’s liability
under this Agreement (including the Technical Agreement and the Supply Agreement) will be limited to US$5,000,000 in aggregate. Rosemont
shall not be liable for any indirect and/or consequential loss or for any loss of profit, loss of business, loss of opportunity, loss of anticipated
contracts, loss of anticipated savings, loss of goodwill whether such loss is direct or indirect. Each type of loss in this Section 15.2 shall be
severable in accordance with Section 16.7.

                                                                        26
      15.3 Procedure . In the event of a claim by a Third Party against a party entitled to indemnification under this Agreement (
“Indemnifying Party” ), the Indemnified Party shall promptly notify the other party ( “Indemnified Party” ) in writing of the claim and the
Indemnifying Party shall undertake and solely manage and control, at its sole expense, the defense of the claim and its settlement. The
Indemnified Party shall cooperate with the Indemnifying Party, including, as requested by the Indemnifying Party and at the Indemnifying
Party’s cost, entering into a joint defense agreement. The Indemnified Party may, at its option and expense, be represented in such action or
proceeding by counsel of its choice. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified
Party without the Indemnifying Party’s written consent. The Indemnifying Party shall not settle any such claim unless such settlement fully and
unconditionally releases the Indemnified Party from all liability relating thereto, unless the Indemnified Party otherwise agrees in writing.

      15.4 Nothing in this Section 15 or this Agreement is intended to and/or shall limit or exclude either party’s liability for death or personal
injury resulting from its negligence, or any liability for fraud, fraudulent, misrepresentation or any other liability that could be restricted by law.


                                                             XVI. MISCELLANEOUS

      16.1 Mutual Representations and Warranties . Each party represents and warrants to the other party hereto that, except as may otherwise
be disclosed in writing to such party:

            (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder;

            (b) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;

            (c) this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms;

            (d) its execution, delivery and performance of this Agreement will not conflict with the terms of any other agreement or instrument
to which it is or becomes a party or by which it is or becomes bound, nor violate any law or regulation of any court, governmental body or
administrative or other agency having authority over it;

            (e) neither it, nor any of its employees or agents performing hereunder, are listed on the debarment list maintained by the FDA
pursuant to 21 U.S.C. § 335(a) and § 335(b).

            (f) such party has obtained all consents, approvals and authorizations of all relevant government authorities and other persons
required to be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement; and

                                                                          27
          (g) no agent, broker, investment banker, financial advisor or other person, is or will be entitled to any brokers’ or finder’s fee or any
other commission or similar fee in connection with any of the transactions contemplated by this Agreement from such party.

      16.2 Oncogenerix Covenants, Representations and Warranties .

            Compliance with Law . Oncogenerix covenants that it (and its Affiliates) shall comply, and cause its employees, sublicensees and
agents to comply, with all federal, state, provincial, territorial, governmental, and local laws, rules, and regulations applicable to the Activities,
Promotion and commercialization of the Licensed Product, including without limitation, with respect to the Territory, the Prescription Drug
Marketing Act, the Federal Food, Drug and Cosmetics Act of 1938, as amended (the “Act” ), the Health Insurance Portability and
Accountability Act ( “HIPAA” ), the Federal Anti-Kickback Statute, and any applicable FDA regulations in connection therewith.

      16.3 Rosemont Covenants, Representations and Warranties

            (a) Exclusivity, NDA and Intellectual Property . Rosemont hereby warrants to Oncogenerix that, with respect to the Licensed
Product, as of the Effective Date: (i) it has not previously granted, and is not currently obligated to grant, to any Third Party the rights granted
to Oncogenerix hereunder in the Field in the Territory with respect to the Licensed Product, and (ii) to the best of Rosemont’s knowledge, as of
the Effective Date no person other than Rosemont or its Affiliates has any right, title or interest in any of the Licensed Know-How Controlled
by Rosemont or its Affiliates within the Field in the Territory.

            (b) Compliance with Law . Rosemont covenants that it shall use its best efforts to comply, and cause its employees and agents to
use their respective best efforts to comply, with all relevant and applicable federal, state, provincial, territorial, governmental, local laws, rules,
and regulations, permits, governmental licenses, registrations, approvals, concessions, franchises, authorizations, orders, injunctions and
decrees applicable to the development, manufacture, Promotion, use and sale of the Licensed Product, including without limitation, with
respect to the Territory, the Prescription Drug Marketing Act, the Act, HIPAA, the Federal Anti-Kickback Statute, and any applicable FDA
regulations in connection therewith (“ Laws ”) to the extent that such Laws (and any amendments made thereto) are notified to Rosemont by
Oncogenerix.

      16.4 Assignment .

           (a) By Oncogenerix . Oncogenerix may assign this Agreement and the licenses herein granted to: (i) any Affiliate; (ii) any Third
Party purchaser of all or substantially all of Oncogenerix’s business to which this Agreement relates; or (iii) any Third Party other than a Third
Party purchaser of Oncogenerix’s business, only with the prior written consent of Rosemont and subject to the provisions of Section 2.1(c).

                                                                          28
            (b) By Rosemont . Rosemont may assign, novate, dispose of, sub-licence, sub-contract or otherwise transfer this Agreement and its
rights and obligations hereunder to: (i) any Affiliate without Oncogenerix’s consent, provided that Rosemont remains fully liable for the
performance of its obligations hereunder by such Affiliate, (ii) any Third Party purchaser of all or substantially all of Rosemont’s business to
which this Agreement relates, without Oncogenerix’s consent; or (iii) any Third Party other than a Third Party purchaser of Rosemont’s
business, with the prior written notice to Oncogenerix.

           (c) If a party assigns this Agreement to a Third Party purchaser of it or its business, then such party shall use its reasonable
endeavours to ensure that such Third Party purchaser agrees to be responsible for the obligations set forth in this Agreement to the extent that
such obligations are incurred after the effective date of such assignment.

           (d) This Agreement shall be binding on and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

       16.5 Entire Agreement; Modification . This Agreement (including its schedules, exhibits and appendices) together with the Supply
Agreement, Rosemont’s then current standard Terms and Conditions of Sale from time to time, and the Technical Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter herein and supersedes all previous agreements, whether written or
oral. Each party acknowledges and agrees that in entering into this Agreement it places no reliance on any representation or warranty in relation
to the subject matter of this Agreement other than as expressly set out in this Agreement, nor shall have any remedy in relation to the subject
matter of the same save as expressly set out in this Agreement. Nothing in this Section 16.5 or in this Agreement shall operate to exclude or
restrict any remedy or liability for fraud or fraudulent misrepresentation. Each of the parties agree that its only remedy in respect of those
representations, statements, assurances and warranties that are set out in this Agreement will be for breach of contract, and that this remedy is
subject to the terms of this Agreement. This Agreement shall not be changed or modified orally, but only by an instrument in writing signed by
both parties.

      16.6 Force Majeure . Subject to the provisions of Section 12.9, if either party is delayed, interrupted in or prevented from the performance
of any obligation hereunder by reason of a force majeure event, including an act of God, fire, flood, earthquake, war (declared or undeclared),
public disaster, act of terrorism, governmental enactment, rule or regulation, or any other cause beyond such party’s control ( “Force Majeure
Event” ), such party shall not be liable to the other therefor; and the time for performance of such obligation shall be extended for a period
equal to the duration of the Force Majeure Event which occasioned the delay, interruption or prevention. The party invoking such Force
Majeure Event rights of this Section 16.6 must (a) notify the other party by courier or overnight dispatch (e.g., Federal Express) within a period
of ten (10) business days of both the first and last day of the Force Majeure Event unless the Force Majeure Event renders such notification
impossible in which case notification will be made as soon as possible and (b) uses commercially reasonable efforts to cause the event of the
Force Majeure Event to terminate, be cured or otherwise ended, to the extent possible.

     16.7 Severability . If any provision of this Agreement is declared invalid by a court or other competent body, or by any court or other
governmental body from the decision of which an

                                                                        29
appeal is not taken within the time provided by law, then this Agreement will be deemed to have been terminated only as to the portion thereof
that relates to the provision invalidated by that decision and only in the relevant jurisdiction, but this Agreement, in all other respects and all
other jurisdictions, will remain in force; provided, however, that if the provision so invalidated is essential to the Agreement as a whole, then
the parties shall negotiate in good faith to amend the terms hereof as nearly as practical to carry out the original intent of the parties.

      16.8 Notices . Any notice or report required or permitted to be given under this Agreement shall be made in writing in the English
language and shall be mailed by certified or registered mail, or facsimile and confirmed by mailing, as follows and shall be effective five
(5) days after such mailing:

        If to Oncogenerix:           Oncogenerix, Inc.
                                     3069 Pignatelli Crescent
                                     Mt. Pleasant, SC 29466
                                     Attention: President
                                     Fax: +001 (843) 388-0282

        If to Rosemont:              Rosemont Pharmaceuticals Ltd.
                                     Rosemont House, Yorkdale Industrial Park
                                     Braithwaite Street
                                     Leeds LS11 9XE
                                     England
                                     Attention: Managing Director
                                     Fax: +44 (0)113 245 3567

     16.9 Choice of Law . The validity, performance, construction, and effect of this Agreement shall be governed by the laws of England and
Wales without regard to any conflicts of law principles.

       16.10 Publicity . No party to this Agreement shall use the name of the other parties in any publicity release without the prior written
permission of such other party, which shall not be unreasonably withheld. The other party shall have a reasonable opportunity to review and
comment on any such proposed publicity release. Except as required by law, no party hereto shall publicly disclose the terms of this Agreement
or its terms and conditions unless expressly authorized to do so by the other party, which authorization shall not be unreasonably withheld. In
the event that disclosure is authorized, the parties will work together to develop a mutually acceptable disclosure.

      16.11 Further Assurances . The parties agree to reasonably cooperate with each other in connection with any actions required to be taken
as part of their respective obligations under this Agreement, and shall (a) furnish to each other such further information; (b) execute and deliver
to each other such other documents; and (c) do such other acts and things (including working collaboratively to correct any clerical,
typographical, or other similar errors in this Agreement), all as the other party may reasonably request for the purpose of carrying out the intent
of this Agreement.

                                                                        30
      16.12 Expenses . Except as otherwise expressly provided in this Agreement, each party shall pay its own expenses and costs incidental to
the preparation of this Agreement and to the consummation of the transactions contemplated hereby.

     16.13 Independent Contractor . Neither party is, nor will be deemed to be an employee, agent or representative of the other party for any
purpose. Each party is an independent contractor, not an employee or partner of the other party. Nothing in this Agreement is intended nor shall
be construed as creating or establishing any agency, partnership or corporate relationship between the parties. Neither party shall have the
authority to speak for, represent or obligate the other party in any way without prior written authority from the other party.

      16.14 No Waiver . Any omission or delay by either party at any time to enforce any right or remedy reserved to it, or to require
performance of any of the terms, covenants or provisions hereof, by the other party, shall not constitute a waiver of such party’s rights to the
future enforcement of its rights under this Agreement. Any waiver by a party of a particular breach or default by the other party shall not
operate or be construed as a waiver of any subsequent breach or default by the other party.

     16.15 No Implied Licenses . Except as expressly provided herein, no right or license under any patent application, issued patent,
trademark, know-how or other proprietary information is granted, or shall be granted, by implication.

         16.16 No Strict Construction . This Agreement has been prepared jointly by the parties and shall not be strictly construed against either
party.

      16.17 Headings and Interpretation . The captions used herein are inserted for convenience of reference only and shall not be construed to
create obligations, benefits, or limitations. Any lists or examples following the word ‘including’ shall be interpreted without limitation to the
generality of the preceding words. Words denoting ‘persons’ shall include individuals, bodies, corporate, unincorporated associations and
partnerships.

      16.18 Counterparts . This Agreement may be executed in counterparts, all of which taken together shall be regarded as one and the same
instrument. Signatures provided by facsimile transmission shall be deemed to be original signatures.

      16.19 Third Party Rights . An entity which is not expressly a party to this Agreement shall have no right under the Contract (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement and the provisions of that Act shall be expressly excluded from this Agreement.
For the avoidance of doubt, any of Rosemont’s Affiliates may enforce its rights under this Agreement.

(Remainder of Page Intentionally Left Blank; Signature Page Follows.)

                                                                          31
      IN WITNESS WHEREOF, the parties have executed this Exclusive Distribution Agreement through their duly authorized representatives
to be effective as of the Effective Date.

ONCOGENERIX, INC.                                                      ROSEMONT PHARMACEUTICALS LTD.

By:       /s/ Christopher Clement                                      By:      /s/ John Blythe
Name:     Christopher Clement                                          Name:    John Blythe
Title:    President                                                    Title:   Director
Date:     29 th June, 2011                                             Date:    29 th June 2011

                                                                  32
     Exhibit A

Technical Agreement
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

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                                   Technical agreement on tasks and the division of responsibilities in
                                      the supply of materials from Rosemont Pharmaceuticals to
                                                             Oncogenerix

                                                              June 28th, 2011
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

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                                                             Table of Contents

1 INTRODUCTION                                                                                                                               3
2 OBJECT OF THE AGREEMENT                                                                                                                    3
3 FACILITIES, EQUIPMENT, AND PERSONNEL                                                                                                       4
4 STARTING AND PACKAGING MATERIALS                                                                                                           4
5 MANUFACTURE, METHODS AND RECORDS                                                                                                           4
6 QUALITY CONTROL AND TEST RECORDS                                                                                                           4
7 COMPLAINTS AND RECALL                                                                                                                      5
8 CONTRACTING OF THIRD PARTIES                                                                                                               5
9 CONCLUDING PROVISIONS                                                                                                                      5
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                             Technical agreement on tasks and the division of responsibilities in the supply
                                    of materials from Rosemont Pharmaceuticals to Oncogenerix

The following Agreement has been concluded between:

Oncogenerix, Inc. – ( CG – Contract Giver)
and
Rosemont Pharmaceuticals Ltd – ( CA – Contract Acceptor)

For the supply of:
Soltamox® (tamoxifen liquid, 10 mg / 5 mL, 150 mL)
And other finished products as specified in commercial agreements

1    Introduction
     a)    In the pharmaceutical sector, material supply means the supply of material or drug product with responsibility divided; the CA , on
           its own responsibility, produces, packs and inspects the material in accordance with agreed procedures, and any deviation from the
           written arrangements must be notified to the CG .
     b)    This Agreement is primarily a technical agreement and does not purport to be exhaustive in relation to legal issues. Therefore,
           arrangements on prices and other commercial terms (in particular; presentation, delivery times, liability, guarantees and
           confidentiality) should be described in a separate agreement.
     c)    In the manufacture, packaging and / or testing of the material, the CA must follow, where appropriate, the European GMP
           (2003/94/EC), US GMP, (21 CFR Part 211), and/or all other applicable (inter)national rules and guidelines.
     d)    If the CA and the CG are to designate contact names and details for all technical pharmaceutical matters, the appropriate contact
           persons are named in Appendix 1.
2    Object of the Agreement
     a)    The provisions of this Agreement apply to all orders for material that are issued after this Agreement is signed and before its
           termination is effected. They also apply to existing orders issued by the CG to the CA that have not been substantially completed at
           the date of this Agreement.
     b)    Appendix 2 contains:
           i)     A list specifying how the responsibilities are defined between the CG and the CA , for each material.
           ii)    A sample of certificates of compliance and certificate of analysis to be provided with each delivery of material.
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3    Facilities, Equipment, and Personnel
     a)    The facilities and equipment used by the CA to manufacture, test and perform the release activity will be maintained in accordance
           with current Good Manufacturing Practice (cGMP). They should be located, designed and constructed to facilitate cleaning,
           maintenance and operations, as appropriate for the type of manufacture involved.
     b)    Equipment used by the CA in the manufacture of the material should be of appropriate design, materials, construction, size and
           suitability to allow for its intended use, cleaning and maintenance.
     c)    All CA personnel responsible for the manufacturing, packaging, testing, or approval of drug products shall be appropriately trained
           and educated and conform to applicable GMP regulations.
4    Starting and Packaging Materials
     a)    The CA is responsible for the proper quality of the starting materials that it purchases. They will be inspected by the CA for quality
           and identity, and released for use, in accordance with written procedures.
5    Manufacture, Methods and Records
     a)    The CA is to manufacture in accordance with Good Manufacturing Practice according to current guidance.
     b)    Appropriate systems must be in place for the documentation and management of process deviations or planned changes.
     c)    For every material manufactured and / or analysed, the CA is to retain the documentation of starting materials and manufactured
           material.
6    Quality Control and Test Records
     a)    Quality assurance and control on the part of the CA will be the responsibility of the CA ’s Quality Department.
     b)    The CA will provide tot eh CG ; a Certificate of Compliance and a Certificate of Analysis for each batch of material produced or
           packed, each will signed approval by the Person Responsible for Quality.
     c)    The CG will receive the agreed documentation for each batch of material, as laid down in Appendix 2, at the same time as the
           relevant material’s delivery.
     d)    The CA will provide to the CG quality control samples and QC data/documents as requested.
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7    Complaints and Recall
     a)    The CG will notify the CA in writing of any complaints received concerning the material supplied, within seven calendar days of
           the receipt of the complaint, and will require a written response from the CA to the complaint within 30 calendar days of the receipt
           of the complaint.
8    Contracting of Third Parties
     a)    If the CA does not do the work covered by this Agreement itself, but agrees to sub-contract it to third parties, any such agreement
           made between the CA and a third party must contain, as minimum, the same contractual obligations as those defined in this
           Agreement. All such agreements must receive prior approval from the CG .
9    Concluding Provisions
     a)    This Agreement comes into force when signed by both contracting parties. It is valid for a three year period, after which the CG has
           the responsibility to initiate a review.
     b)    This agreement can be terminated by either party, in accordance with the commercial terms.
     c)    Amendments and addenda to this Agreement and its appendices may be made only by mutual agreement, and must be defined in
           writing. Mutually agreed procedures come into force automatically without signing a new agreement.

Signed on behalf of:

Contract Giver

                        /s/ M. L. Radomsky
                        Name Michael L. Radomsky
                        Title VP, Development and Manufacturing
                        Date 29 July 2011

Contract Acceptor

                        /s/ John Robertson
                        Name John K. Robertson
                        Title QA Manager
                        Date 22 nd July 2011
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Appendix 1:

       Responsible People

       Person responsible for Quality:

       Contract Giver:

              Name:      Michael Radomsky

              Title:     VP, Development and Manufacturing

       Contact Acceptor:

              Name:      John Robertson

              Title:     Quality Assurance Manager
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Appendix 2

                                                 Division of Pharmaceutical Responsibilities

Drug Product

CG: Oncogenerix, Inc.

CA: Rosemont Pharmaceuticals Ltd

                                                                                  Contract Giver       Contract Acceptor

Active Ingredient
Specification                                                                                                       
Purchase                                                                                                            
Testing                                                                                                             
Storage                                                                                                             
Other Starting Materials
Specification                                                                                                       
Purchase                                                                                                            
Testing                                                                                                             
Storage                                                                                                             
Primary Packing Materials
Specification                                                                                                       
Purchase                                                                                                            
Testing                                                                                                             
Storage                                                                                                             

                                                         Documentation Required
                                                                              Every Consignment              On Request

Primary Packaging Materials
Certificate of testing                                                                                              
API
Certificate of Analysis                                                                                             
Finished Product
Certificate of Analysis                                                                                             
QP Certificate of Compliance                                                                                        
                                                                  Exhibit B

                                                             Supply Agreement

The terms and conditions of this Exhibit B and Rosemont’s standard Terms and Conditions of Sale (from time to time) shall apply to the supply
and purchase of the Licensed Products.

Supply of the Products:
1.   Rosemont shall sell and Oncogenerix shall purchase the Licensed Products and such quantities of the Licensed Products as are ordered
     by Oncogenerix, subject to Rosemont’s standard Terms and Conditions of Sale from time to time, a current copy as at the Effective Date
     is attached to this Exhibit B; anything to the contrary notwithstanding, any Terms and Conditions of Sale shall not be contrary to, or in
     contravention of, the terms set forth in the Agreement.
2.   Unless otherwise agreed in writing, orders for the Licensed Products shall be given by Oncogenerix submitting a purchase order to
     Rosemont. No order placed by Oncogenerix shall be deemed to have been accepted by Rosemont, and orders for the Licensed Products
     shall become binding upon Rosemont issuing an order acknowledgement to Oncogenerix; to the extent that Rosemont fails to submit an
     order acknowledgement to Oncogenerix within ten (10) Business Days of receipt of a purchase order then the order shall be considered
     accepted and binding upon Rosemont.
3.   For the avoidance of doubt, this Agreement shall expressly exclude any standard terms and conditions of purchase or other terms and
     conditions that Oncogenerix may purport to apply under this Agreement or under any purchase order.
4.   The following terms of Rosemont’s standard Terms and Conditions of Sale shall not apply under this Agreement; clause 1.2 (the Price),
     clause 12 (United Kingdom Regulations) and clause 13 (Patents and Trade Marks). The United Nations Convention on Contracts for the
     International Sale of Goods is expressly excluded under this Supply Agreement.

Forecasting and Ordering:
5.   Oncogenerix shall supply a rolling twelve (12) month forecast of its estimated requirements for the Licensed Products to be updated on a
     quarterly basis detailing final confirmation of Oncogenerix’s requirements for the Licensed Products for the following three (3) months.

Delivery:
6.   Delivery of the Licensed Products shall be CIF (cost insurance freight) to a mutually agreed upon port within the USA, in accordance
     with the International Chamber of Commerce INCOTERMS 2010 at Rosemont’s site at the address first written in this Agreement. Time
     for delivery shall not be of the essence for the purposes of this Agreement.
7.   Rosemont will endeavour to comply with the reasonable requests of Oncogenerix for postponement of delivery of the Licensed Products
     but shall be under no obligation to do so. Where delivery is postponed at the request of Oncogenerix, and which is otherwise than due to
     default by Rosemont, Oncogenerix, shall without prejudice to all other rights and remedies available to Rosemont, pay all costs and
     expenses, including a reasonable charge for storage and transportation incurred by Rosemont as a result of such postponement.
8.   Rosemont may deliver the Licensed Products in separate instalments. Each separate instalment shall be invoiced and paid for in
     accordance with the provisions of this Agreement. Any failure by Rosemont to delivery or claim by Oncogenerix in respect of any one or
     more of the instalments in accordance with this Agreement shall not entitled Oncogenerix to treat this Supply Agreement and/or this
     Agreement as a whole as repudiated.

Price and Payment:
1.   The Price for the Licensed Products shall be US$10.25 per bottle of the Licensed Products. The Price shall be exclusive of VAT (or such
     other applicable sales taxes). Time for payment shall be of the essence for the purposes of this Agreement.
2.   The Price for the Licensed Products may be increased each Year in line with RPI upon discussion and mutual agreement between both
     parties.
3.   If Oncogenerix fails to make a payment to Rosemont of any sums owed in the timescale specified in this Agreement, Rosemont shall be
     entitled, without prejudice to any other right or remedy, to do all or any of the following:
     a.   suspend without notice any or all further deliveries of the Licensed Product under this Agreement and any other contract(s)
          between Rosemont and Oncogenerix; and/or
     b.   serve notice on Oncogenerix requiring immediate payment of all Licensed Products supplied by Rosemont by Rosemont under this
          and all other contracts with Oncogenerix whether or not payment is otherwise due.
4.   Except as expressly permitted under the terms of this Agreement, Oncogenerix shall not have the right to withhold or deduct any
     amounts payable under this Agreement (whether by way of set-off or otherwise) owing to Rosemont from sums due to Rosemont under
     this Agreement.

                                                                     36
                                                                   Exhibit C

                                                  Commercialisation of Licensed Products
1.    Literature
    1.1 Oncogenerix shall prepare and make in appropriate languages at its own expenses all necessary sales, technical, advertising and
Promotional Material relating to the Licensed Product for use in the Territory.

     1.2 Oncogenerix shall be solely responsible for the translation and the accuracy or otherwise such Promotional Material created by it
whether or not the same is based on literature supplied by Rosemont or has been approved by Rosemont.

     1.3 To the extent practicable, all Promotional Materials shall state that the Licensed Products were developed or manufactured (as
appropriate) by Rosemont and are Rosemont’s Licensed Products.

2.    Stock of Licensed Products
     Oncogenerix shall comply with all laws from time to time in force in the Territory relating to the Activities regarding the Licensed
Products.

3.    Reporting
      3.1   Oncogenerix shall:
            3.1.1     prepare and submit all reports to Rosemont as required by this Agreement in the form reasonably stipulated by
                      Rosemont;
            3.1.2     notify Rosemont without delay of all prosecutions, indictments and other like proceedings threatened or commenced
                      against Oncogenerix, its Affiliates or sublicensees by reason of any failure of the Licensed Products to meet the
                      conditions and standard required by the laws relating to the Licensed Products in the Territory;
            3.1.4     promptly submit to Rosemont particulars of all customer complaints received by it directly pertaining to the Licensed
                      Products and use Reseasonable Diligence to ascertain the nature and justification of such complaints and, where possible
                      and practicable, assist customers to overcome all problems encountered by them in relation to the Licensed Products; and
            3.1.5     keep detailed records of all technical faults and problems encountered by it in relation to the Licensed Products and its
                      use and operation and provide Rosemont as events occur with a report of such record and a comprehensive fault analysis
                      extracted by such records.
4.   General Obligations
     4.1   Oncogenerix shall:
           4.1.1    be responsible for procuring such import licences, certificates of origin or other requisite documents in relation to the
                    Licensed Products as shall from time to time be required and bear the cost of obtaining the same and, if required by
                    Rosemont, make available such import licences to Rosemont prior to the relevant shipment; and
           4.1.2    not represent itself impliedly or expressly to be the agent of, or to have any authority to bind, Rosemont nor pledge its
                    credit.

                                                                      38
                                                                  Exhibit D

                                                            Additional Products

  The Additional Products set out in this Exhibit D shall not be binding on Rosemont and serve as an illustration of the potential Additional
                                                        Products under Section 3.1(d).

Allopurinol
Metoclopramide
Procyclidine
Simvastatin

                                                                      39
                                                                                                                                    Exhibit 10.38

                                                   SECURITIES PURCHASE AGREEMENT

     This Securities Purchase Agreement (this “ Agreement ”) is dated as of          , 2012, between DARA BioSciences, Inc., a Delaware
corporation (the “ Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “
Purchaser ” and collectively the “ Purchasers ”).

     WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “ Securities Act ”), the Company desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


                                                                  ARTICLE I.
                                                                 DEFINITIONS

      1.1 Definitions . In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein
have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set
forth in this Section 1.1:
           “ Acquiring Person ” shall have the meaning ascribed to such term in Section 4.5.
           “ Action ” shall have the meaning ascribed to such term in Section 3.1(j).
         “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
     common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
           “ Board of Directors ” means the board of directors of the Company.
          “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
     any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
          “ Certificate of Designation ” means the Certificate of Designation to be filed prior to the Closing by the Company with the
     Secretary of State of Delaware, in the form of Exhibit A attached hereto
           “ Closing ” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

                                                                        1
      “ Closing Date ” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Securities, in each case, have been satisfied or waived. The Closing Date is expected to be on or
about         , 2012.
     “ Commission ” means the United States Securities and Exchange Commission.
     “ Common Stock ” means the common stock of the Company, par value $0.01 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
       “ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
     “ Company Counsel ” means K&L Gates LLP, with offices located at 4350 Lassiter at North Hills Avenue, Suite 300, Raleigh,
North Carolina 27609.
     “ Conversion Price ” shall have the meaning ascribed to such term in the Certificate of Designation.
     “ Conversion Shares ” shall have the meaning ascribed to such term in the Certificate of Designation.
     “ Disclosure Schedules ” means the Disclosure Schedules of the Company delivered concurrently herewith.
     “ EGS ” means Ellenoff Grossman & Schole LLP, with offices located at 150 East 42nd Street, New York, New York 10017.
     “ Escrow Agent ” means Signature Bank, a New York State chartered bank and having an office at 261 Madison Avenue, New
York, New York 10016.
     “ Escrow Agreement ” means the escrow agreement entered into prior to the date hereof, by and among the Company, Ladenburg
Thalmann & Co., Inc., and the Escrow Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow
Agent to be applied to the transactions contemplated hereunder.
     “ Evaluation Date ” shall have the meaning ascribed to such term in Section 3.1(r).
     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

                                                                  2
      “ Exempt Issuance ” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants
of or to the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of
the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for
or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not
been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of
the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person)
which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the
Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities.
     “ FDA ” shall have the meaning ascribed to such term in Section 3.1(gg).
     “ FDCA ” shall have the meaning ascribed to such term in Section 3.1(gg).
     “ GAAP ” shall have the meaning ascribed to such term in Section 3.1(h).
     “ Indebtedness ” shall have the meaning ascribed to such term in Section 3.1(z).
     “ Intellectual Property Rights ” shall have the meaning ascribed to such term in Section 3.1(o).
     “ Liens ” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
     “ Material Adverse Effect ” shall have the meaning assigned to such term in Section 3.1(b).
     “ Material Permits ” shall have the meaning ascribed to such term in Section 3.1(m).
       “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
     “ Pharmaceutical Product ” shall have the meaning ascribed to such term in Section 3.1(gg).

                                                                   3
     “ Preferred Stock ” means the up to             shares of the Company’s Series B-2 Convertible Preferred Stock issued hereunder
having the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto.
      “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or
partial proceeding, such as a deposition), whether commenced or threatened.
     “ Prospectus ” means the final prospectus filed for the Registration Statement.
      “ Prospectus Supplement ” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed
with the Commission and delivered by the Company to each Purchaser at the Closing.
     “ Purchaser Party ” shall have the meaning ascribed to such term in Section 4.8.
      “ Registration Statement ” means the effective registration statement with Commission file No. 333-179637 which registers the sale
of the Preferred Stock, the Warrants and the Underlying Shares to the Purchasers.
     “ Required Approvals ” shall have the meaning ascribed to such term in Section 3.1(e).
      “ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or
interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect
as such Rule.
      “ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or
interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.
     “ SEC Reports ” shall have the meaning ascribed to such term in Section 3.1(h).
     “ Securities ” means the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares.
     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
      “ Short Sales ” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed
to include the location and/or reservation of borrowable shares of Common Stock).
     “ Stated Value ” means $1,000 per share of Preferred Stock.

                                                                  4
          “ Subscription Amount ” means, as to each Purchaser, the aggregate amount to be paid for the Preferred Stock and Warrants
     purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading
     “Subscription Amount,” in United States dollars and in immediately available funds.
           “ Subsidiary ” means any subsidiary of the Company as set forth on Schedule 3.1(a) , and shall, where applicable, also include any
     direct or indirect subsidiary of the Company formed or acquired after the date hereof.
           “ Trading Day ” means a day on which the principal Trading Market is open for trading.
           “ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
     the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the
     New York Stock Exchange (or any successors to any of the foregoing).
           “ Transaction Documents ” means this Agreement, the Certificate of Designation, the Warrants, the Escrow Agreement and any
     other documents or agreements executed in connection with the transactions contemplated hereunder.
          “ Transfer Agent ” means American Stock Transfer & Trust Company LLC, the current transfer agent of the Company, with a
     mailing address of 6201 15th Avenue, 2nd Floor, Brooklyn, New York 11219 and a facsimile number of (718) 921-8323, and any
     successor transfer agent of the Company.
          “ Underlying Shares ” means the shares of Common Stock issued and issuable upon conversion or redemption of the Preferred
     Stock and upon exercise of the Warrants.
           “ Warrants ” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance
     with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five years, in the form
     of Exhibit C attached hereto.
           “ Warrant Shares ” means the shares of Common Stock issuable upon exercise of the Warrants.


                                                               ARTICLE II.
                                                           PURCHASE AND SALE

      2.1 Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree
to purchase, up to an aggregate of $      of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such
Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined by
pursuant to Section 2.2(a). The aggregate number of shares of Preferred Stock sold hereunder shall be up to            . Each Purchaser shall
deliver to the Escrow Agent, via wire

                                                                       5
transfer or a certified check of immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page
hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective shares of Preferred Stock and a Warrant as
determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at
the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or
such other location as the parties shall mutually agree.

     2.2 Deliveries .
           (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
                   (i) this Agreement duly executed by the Company;
                   (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto;
                 (iii) a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by
           the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of
           Designation from the Secretary of State of Delaware;
                 (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to     %
           of such Purchaser’s Subscription Amount divided by the initial Conversion Price, with an exercise price equal to $   , subject to
           adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date);
                 (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to %
           of such Purchaser’s Subscription Amount divided by the initial Conversion Price, with an exercise price equal to $  , subject to
           adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and
                   (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities
           Act).
           (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as
     applicable, the following:
                   (i) this Agreement duly executed by such Purchaser; and
                (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account as specified in the Escrow
           Agreement.

     2.3 Closing Conditions .

                                                                         6
     (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
           (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained
     herein (unless as of a specific date therein);
          (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall
     have been performed; and
           (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
     (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions
being met:
         (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the
     Company contained herein (unless as of a specific date therein);
          (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall
     have been performed;
           (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
           (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
           (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission
     (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to
     the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have
     been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
     service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York
     State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
     calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
     reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

                                                                  7
                                                           ARTICLE III.
                                                 REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of the Company . Except as otherwise disclosed in the Registration Statement, or the Company’s
Annual Report on Form 10-K for the year ended December 31, 2011, any Company Quarterly Report on Form 10-Q filed since the filing date
of such Annual Report, or any of the Company’s Current Reports on Form 8-K filed since the filing date of such Annual Report (including any
exhibit thereto and document incorporated by reference therein), and except as set forth in the Disclosure Schedules (it being agreed that
disclosure of any item in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed with respect to any other
section or subsection thereof or hereof to which the relevance of such disclosure is readily apparent), which Disclosure Schedules shall be
deemed a part hereof, the Company hereby makes the following representations and warranties to each Purchaser:
           (a) Subsidiaries . All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . Except as set forth on
     Schedule 3.1(a) , the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and
     clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid,
     non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all
     other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.
            (b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
     organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
     power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor
     any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other
     organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
     standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it
     makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or
     reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
     (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company
     and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a
     timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and 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.
           (c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the
     transactions contemplated by each of the Transaction Documents and otherwise to carry out its

                                                                         8
obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of
the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection
therewith other than in connection with the Required Approvals. Each Transaction Document to which it is a party has been (or upon
delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
      (d) No Conflicts . The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of
the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not
(i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or
affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
       (e) Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the
filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement,
(iii) application(s) to each applicable Trading Market for the listing of the Underlying Shares and Warrant Shares for trading thereon, and
(iv) such filings as are required to be made under applicable state securities laws (collectively, the “ Required Approvals ”).
      (f) Issuance of the Securities; Registration . The Securities are duly authorized and, when issued and paid for in accordance with the
applicable Transaction

                                                                    9
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of
the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital
stock a number of shares of Common Stock for issuance of all of the Underlying Shares on the date hereof. The Company has prepared
and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on                  ,
2012 (the “ Effective Date ”), including the Prospectus, and such amendments and supplements thereto as may have been required to the
date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the
effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and
no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The
Company, if required by the rules and regulations of the Commission, proposes to file the Prospectus with the Commission pursuant to
Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at
the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the
requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or
supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and
will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
      (g) Capitalization . The capitalization of the Company is as set forth on Schedule 3.1(g) . Except as set forth on Schedule 3.1(g) ,
the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to
the exercise of employee stock options under the Company’s stock plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of
the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of
the purchase and sale of the Securities, there are no outstanding options (other than employee, director and consultant stock options),
warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the
Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and

                                                                  10
will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such
securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued
in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of
Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or
other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
Company, between or among any of the Company’s stockholders.
      (h) SEC Reports; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof
since February 12, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “ SEC Reports ”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The
financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis
during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except
that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the
financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
      (i) Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the
Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of
accounting, (iv) the Company has not declared or made any

                                                                 11
dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except
pursuant to existing Company stock plans. The Company does not have pending before the Commission any request for confidential
treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i) , no
event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective business, properties, operations, assets or financial condition that would be
required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has
not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
      (j) Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “
Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of
violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any
current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
      (k) Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the
employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and
neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries
believe that their relationships with their employees are good. No executive officer, to the knowledge of the Company, is, or is now
expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information
agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and
the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign
laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                                                                   12
       (l) Compliance . Except as set forth on Schedule 3.1(l) , neither the Company nor any Subsidiary: (i) is in default under or in
violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it
is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order
of any court, arbitrator or governmental body or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws
that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.
     (m) Regulatory Permits . The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC
Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“
Material Permits ”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit.
       (n) Title to Assets . The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by
them and good and marketable title in all personal property owned by them that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the
payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and
facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with
which the Company and the Subsidiaries are in compliance.
       (o) Patents and Trademarks . The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC
Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). Neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights used by the
Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their
intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

                                                                  13
      (p) Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged,
including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the
Company nor any Subsidiary has any 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 without a significant
increase in cost.
      (q) Transactions With Affiliates and Employees . Except as set forth in the SEC Reports, none of the officers or directors of the
Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the
Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of
$120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company and (iii) other employee benefits, including stock option or equity purchase agreements under any stock plan of the
Company.
      (r) Sarbanes-Oxley; Internal Accounting Controls . The Company is in material compliance with all provisions of the
Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain asset accountability, (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 the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to
ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying
officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the
Company’s most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). The Company presented in
its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no
changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

                                                                  14
      (s) Certain Fees . Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be
payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any
fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in
connection with the transactions contemplated by the Transaction Documents.
     (t) Investment Company . The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the
Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
      (u) Registration Rights . No Person has any right to cause the Company to effect the registration under the Securities Act of any
securities of the Company.
      (v) Listing and Maintenance Requirements . The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is
contemplating terminating such registration. Schedule 3.1(v) describes the most recent notification received by the Company from
Nasdaq.
       (w) Application of Takeover Protections . The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the
Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
      (x) Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their
agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not
otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing
representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to
the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this
Agreement, is true and correct and does not contain any untrue statement

                                                                 15
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2
hereof. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this
Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.
      (y) No Aggregated Offering . Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
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 that would cause this offering of the Securities to be
aggregated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market
on which any of the securities of the Company are listed or designated.
      (z) Solvency . Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the
receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets
exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof, and (iii) the
current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such
amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking
into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or
circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any
jurisdiction within one year from the Closing Date. The periodic SEC Reports set forth as of the date thereof all outstanding secured and
unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the
purposes of this Agreement, “ Indebtedness ” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other
than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized

                                                                  16
in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
      (aa) Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax
returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been
asserted or threatened against the Company or any Subsidiary.
      (bb) Foreign Corrupt Practices . Neither the Company, nor to the knowledge of the Company, any agent or other person acting on
behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or
employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or
(iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
     (cc) Accountants . The Company’s accounting firm is set forth on Schedule 3.1(cc) of the Disclosure Schedules. To the knowledge
and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the year ending
December 31, 2012.
      (dd) Acknowledgment Regarding Purchasers’ Purchase of Securities . The Company acknowledges and agrees that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by
any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each
Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company and its representatives.
      (ee) Acknowledgement Regarding Purchaser’s Trading Activity . Anything in this Agreement or elsewhere herein to the contrary
notwithstanding (except for Sections 3.2(e) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the
Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or
short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any
specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short
Sales or “derivative”

                                                                  17
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the
Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is
a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to
have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands
and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities
are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to
Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity
interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
       (ff) Regulation M Compliance . The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of
the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the
placement of the Securities.
      (gg) FDA . As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“ FDA ”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“ FDCA ”) that is manufactured, packaged, labeled, tested,
distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “ Pharmaceutical Product ”), such
Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in
compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational
use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical
practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance
would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including
any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or
any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other
communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or
approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of
any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the
withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any
clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its
Subsidiaries, (v) enters or proposes

                                                                    18
     to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation
     of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have
     a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material
     respects in accordance with all applicable laws, rules and regulations of the FDA, except where the failure to be in compliance would not
     have a Material Adverse Effect. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license
     or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed
     any concern to the Company as to approving or clearing for marketing any product being developed or proposed to be developed by the
     Company.

     3.2 Representations and Warranties of the Purchasers . Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):
           (a) Organization; Authority . Such Purchaser is either an individual or an entity duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into
     and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.
     The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement
     have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of
     such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such
     Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable
     against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
     reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
     laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
     and contribution provisions may be limited by applicable law.
           (b) Understandings or Arrangements . Such Purchaser is acquiring the Securities as principal for its own account and has no direct
     or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this
     representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise
     in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary
     course of its business.
          (c) Purchaser Status . At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date
     on which it exercises any Warrants or converts any shares of Preferred Stock, it will be either: (i) an “accredited investor” as defined in
     Rule 501 under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such
     Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

                                                                       19
           (d) Experience of Such Purchaser . Such Purchaser, either alone or together with its representatives, has such knowledge,
     sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
     investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic
     risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
           (e) Certain Transactions and Confidentiality . Other than consummating the transactions contemplated hereunder, such Purchaser
     has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
     purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such
     Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the
     material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding
     the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
     separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by
     the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with
     respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by
     this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures
     made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for
     avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the
     identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the
     future.

The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in
any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the
consummation of the transaction contemplated hereby.


                                                           ARTICLE IV.
                                                 OTHER AGREEMENTS OF THE PARTIES

      4.1 Underlying Shares . The shares of Common Stock underlying the shares of Preferred Stock shall be issued free of legends. If all or
any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant
Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all
legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or
resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall
immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall immediately
notify such holders when the registration statement is effective again and available for the sale or resale of

                                                                        20
the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to
sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a
registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term
of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of
issuance of such Warrant.

      4.2 Furnishing of Information . Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the
Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it
will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the
Purchasers to sell the Securities, including without limitation, under Rule 144. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities
without registration under the Securities Act, including without limitation, within the requirements of the exemption provided by Rule 144.

      4.3 Aggregation . The Company shall not sell any security (as defined in Section 2 of the Securities Act) that would be aggregated with
the sale of the Securities for purposes of any then-applicable rules and regulations of any Trading Market to the extent that such subsequent
sale would require shareholder approval pursuant to such rules and regulations prior to the closing thereof unless such shareholder approval is
obtained prior to such closing.

      4.4 Securities Laws Disclosure; Publicity . The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately
following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and, within the time
period required by the Securities Act, file a Form 8-K describing the transaction, and including the Transaction Documents as exhibits thereto.
From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers,
directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the
Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release
of the Company (other than the press release described in the first sentence of this Section 4.4), which consent shall not unreasonably be
withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of
any Purchaser, or include the name of any Purchaser in any filing with the Commission

                                                                        21
or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities
law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law
or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under
this clause (b).

      4.5 Shareholder Rights Plan . No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.

      4.6 Non-Public Information . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents
or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser
shall have executed a written agreement with the Company regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

     4.7 Use of Proceeds . Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the
Securities hereunder for working capital purposes.

       4.8 Indemnification of Purchasers . Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,
partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees
and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the
representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or
(b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the
Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of
state or federal securities laws or any conduct by such

                                                                         22
Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any
Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the
Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the
employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any
material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible
for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under
this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be
unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or
in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the
Company may be subject to pursuant to law.

      4.9 Reservation of Common Stock . As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to
issue the Underlying Shares pursuant to the Transaction Documents pursuant to any conversion of the Preferred Stock or exercise of the
Warrants.

      4.10 Listing of Common Stock . The Company hereby agrees to use reasonable efforts to maintain the listing or quotation of the Common
Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of
the Underlying Shares and Warrant Shares on such Trading Market and promptly seek to secure the listing of all of the Underlying Shares and
Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other
Trading Market, it will then include in such application all of the Underlying Shares and Warrant Shares, and will take such other action as is
necessary to cause all of the Underlying Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as
possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on such other
Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the
Trading Market.

      4.11 Equal Treatment of Purchasers . No consideration (including any modification of any Transaction Document) shall be offered or
paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration

                                                                       23
is also offered to all of the parties to this Agreement. 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.

       4.12 Certain Transactions and Confidentiality . Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of
any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each
Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this
Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain
the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the
foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that
(i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the
Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company
in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the
Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case
of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Agreement.

     4.13 Delivery of Warrants After Closing . The Company shall deliver, or cause to be delivered, the respective Warrant certificates
purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

     4.14 [Reserved.]

                                                                        24
                                                                ARTICLE V.
                                                              MISCELLANEOUS

      5.1 Termination . This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before                , 2012; provided , however , that no such termination will affect the right of any party to
sue for any breach by the other party (or parties).

      5.2 Fees and Expenses . Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion or
exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the
Purchasers.

      5.3 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus
Supplement contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits
and schedules.

      5.4 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day,
(b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto.

                                                                        25
      5.5 Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Securities based on
the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is
sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

      5.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit
or affect any of the provisions hereof.

     5.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

      5.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and
permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section 4.8 and except that Ladenburg Thalmann & Co., Inc. is an intended third-party beneficiary hereunder.

       5.9 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the
City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New
York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other

                                                                        26
manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then,
in addition to the obligations of the Company under Section 4.8, the prevailing party in such action or proceeding shall be reimbursed by the
other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.

     5.10 Survival . The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for
twenty-four (24) months.

      5.11 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

      5.12 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

      5.13 Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a
Transaction Document and the Company does not timely perform its related obligations within the periods (including any cure periods) therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any
relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a
rescission of a conversion of the Preferred Stock or an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of
Common Stock subject to any such rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate
exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such
Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

       5.14 Replacement of Securities . If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction. The applicant for a

                                                                        27
new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Securities.

      5.15 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each
of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.

      5.16 Payment Set Aside . To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or
are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

      5.17 Independent Nature of Purchasers’ Obligations and Rights . The obligations of each Purchaser under any Transaction Document are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or
non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant 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 Transaction Documents. 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 the other
Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such
purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents.
For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company
through EGS. EGS does not represent any of the Purchasers and only represents Ladenburg Thalmann & Co., Inc. The Company has elected to
provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or
requested to do so by any of the Purchasers.

     5.18 Liquidated Damages . The Company’s obligations to pay any partial liquidated damages or other amounts owing under the
Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to

                                                                        28
which such partial liquidated damages or other amounts are due and payable shall have been canceled.

      5.19 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 not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

      5.20 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the
Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and every
reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this
Agreement.

    5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY
PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.

                                                            (Signature Pages Follow)

                                                                        29
            IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.

DARA BIOSCIENCES, INC.                                                     Address for Notice:

By:                                                                        Fax:
       Name:
       Title:

With a copy to (which shall not constitute notice):
                                         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                            SIGNATURE PAGE FOR PURCHASER FOLLOWS]

                                                                  30
                         [PURCHASER SIGNATURE PAGES TO DARA SECURITIES PURCHASE AGREEMENT]

     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

Name of Purchaser:

Signature of Authorized Signatory of Purchaser:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Facsimile Number of Authorized Signatory:

Address for Notice of Purchaser:
Address for Delivery of Securities for Purchaser (if not same as address for notice):

Subscription Amount: $

Shares of Preferred Stock:

Warrant Shares:

EIN Number:

                                                      [SIGNATURE PAGES CONTINUE]

                                                                        31
                                                                                                                               Exhibit 23.1

                                       Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Pre-Effective Amendment No. 3 to the Registration Statement (Form
S-1 No. 333-179637) and related Prospectus of DARA BioSciences, Inc. for the registration of shares of its preferred and common stock and
warrants and to the incorporation by reference therein of our report dated February 17, 2012 with respect to the consolidated financial
statements of DARA BioSciences, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2011,
filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Raleigh, North Carolina

April 3, 2012
                                                                                                                                 Exhibit 23.2

                                       Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 29, 2012 on the financial statements of Oncogenerix, Inc. as of December 31, 2011, and the
related statements of operations, stockholders’ equity (deficit) and cash flows for the five months ended December 31, 2011, and from
February 2, 2011 (inception) to July 31, 2011, and from February 2, 2011 (inception) to December 31, 2011, included herein on the registration
statement of DARA BioSciences, Inc. Forms S-1, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ Berman & Company, P.A.

Berman & Company, P.A.
Certified Public Accountants

Boca Raton, Florida
April 4, 2012

								
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