8-K

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, DC 20549

__________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 30, 2010

__________________________

MULTICELL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-10221	52-1412493
(State or other jurisdiction of incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

68 Cumberland Street, Suite 301

Woonsocket, Rhode Island 02895

 (Address of principal executive offices, including zip code)

(401) 762-0045

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01         ENTRY INTO A MATERIAL AGREEMENT

Rutgers License Agreement

Effective September 30, 2010 (the “Effective Date”), Xenogenics Corporation, a Nevada corporation (“Xenogenics”), entered into a license agreement (the “Rutgers License Agreement”) with Rutgers, The State University of New Jersey (“Rutgers”).  Xenogenics is a majority-owned subsidiary of Multicell Technologies, Inc., a Delaware corporation (“Registrant”).

Pursuant to the Rutgers License Agreement, Rutgers granted Xenogenics a worldwide exclusive license to exploit and commercialize certain patents and other intellectual property rights, as further described in the Rutgers License Agreement, relating to bioabsorbable stents for interventional cardiology and peripheral vascular applications (collectively, the “Licensed IP”).  In consideration for the license and other rights granted under the Rutgers License Agreement, Xenogenics paid Rutgers a license fee of $50,000 on October 7, 2010.  In addition, under the Rutgers License Agreement, Xenogenics is obligated to pay Rutgers a license maintenance fee of $25,000 on the third anniversary of the Effective Date, and $50,000 on the fourth anniversary of the Effective Date.

Xenogenics is also required to make cash payments to Rutgers as follows based on the achievement of certain milestones with respect to products to be commercialized using the Licensed IP (collectively, the “Rutgers Milestone Payments”):

· $50,000 is payable upon initiation of first in-human clinical trials anywhere in the world;

· $200,000 is payable upon initiation of pivotal human clinical trials anywhere in the world in connection with submitting an application for market approval to a regulatory authority;

· $300,000 is payable upon submission of an application for market approval to a regulatory authority anywhere in the world;

· $1,000,000 is payable upon market approval by a regulatory authority anywhere in the world.

Upon the sale of products commercialized using the Licensed IP, Xenogenics is required to make royalty payments (the “Royalty Payments”) to Rutgers in an amount equal to three percent (3%) of the annual aggregate gross amounts charged for such products less deductions for expenses such as sales/use taxes, transportation charges and trade discounts.  Beginning with the first year of sales of products commercialized with the Licensed IP, Xenogenics will make certain minimum royalty payments to Rutgers, which such payments will be applied against any Royalty Payments earned by Rutgers for the relevant calendar year.  Further, 50% of the Rutgers Milestone Payments actually paid to Rutgers will be offset against any future Royalty Payments earned under the Rutgers License Agreement.

The term of the Rutgers License Agreement commences on the effective date of the agreement and terminates on the earlier of (i) the expiration of all valid patents granted with respect to the Licensed IP (or products commercialized therefrom) in a country, and (ii) ten years from the date of first commercial sale in a country. However, if either party breaches the agreement, the non-breaching party may terminate the agreement upon written notice to the other party of such breach and the failure of the other party to cure the breach within 90 days of such notice.  Xenogenics also has the right to terminate the agreement at anytime and for any reason upon 120 days’ advance written notice to Rutgers.

In connection with the foregoing, the Registrant advanced $50,000 to Xenogenics to assist it with financing its initial obligations under the Rutgers License Agreement.  As disclosed in “Series B Preferred Stock Agreement” below, effective October 14, 2010, Xenogenics issued 1,329,787 shares of its newly created Series B Convertible Preferred Stock in satisfaction of this indebtedness.

A copy of the Rutgers License Agreement is filed as an exhibit to this Current Report on Form 8-K.  The summary of the Rutgers License Agreement set forth above is qualified by reference to such exhibit.

Purchase of Ideal™ BioStent— Foreclosure Sale Agreement

On September 30, 2010, Xenogenics entered into a Foreclosure Sale Agreement (“Foreclosure Sale Agreement”) with Venture Lending & Leasing IV, Inc., Venture Lending & Leasing V, Inc. and Silicon Valley Bank (collectively, the “Sellers”).  Pursuant to the Foreclosure Sale Agreement, Xenogenics acquired all of the Sellers’ interest in the Ideal™ BioStent bioabsorbable stent assets and certain other related technologies.

For a description of significant terms of the Foreclosure Sale Agreement, see the discussion under Item 2.01 below, which is incorporated herein by reference.

Series B Preferred Stock Agreement

On October 14, 2010, pursuant to a Series B Preferred Stock Purchase Agreement (“Securities Purchase Agreement”), Xenogenics agreed to sell to the Registrant an aggregate of 22,205,250 shares of its newly created Series B Convertible Preferred Stock (“Series B Preferred Shares”), at a price of $0.0376 per share.  The Series B Preferred Shares will be issued in tranches as discussed below.  The funds provided to Xenogenics under the Securities Purchase Agreement are intended to be used to pay certain of Xenogenics’ obligations under the Foreclosure Sale Agreement (see, Item 2.01 below).

On October 15, 4,920,213 Series B Preferred Shares were issued to the Registrant in exchange for cancellation of the $185,000 payment advanced to Xenogenics by the Registrant in connection with its obligations under the Rutgers License Agreement (i.e., the $50,000 license fee), and the purchase of the Ideal™ BioStent assets under the Foreclosure Sale Agreement (i.e., the $135,000 purchase price payment).  An additional tranche of 3,590,426 Series B Preferred Shares will be issued on or before November 15, 2010 in exchange for $135,000 cash, the proceeds of which will be used to fund certain additional obligations of Xenogenics under Foreclosure Sale Agreement.  A final tranche of 3,457,446 Series B Preferred Shares will be issued on or before December 31, 2010 in exchange for $130,000 cash, the proceeds of which will also be used to fund certain additional obligations of Xenogenics under Foreclosure Sale Agreement.

The Series B Preferred Stock may, at the option of the Registrant, be converted at any time or from time to time into fully paid and non-assessable shares of Xenogenics’ Common Stock at the conversion rate in effect at the time of conversion.  The number of shares into which one share of Series B Preferred Stock shall be convertible is determined by dividing $0.0376 per share by the then existing conversion price.  The initial conversion price per share for the Series B Preferred Stock is $0.0376 (subject to appropriate adjustment for certain events, including stock splits, stock dividends, combinations, and recapitalizations, and to ratchet price adjustment upon the issuance of securities at a price below the then effective conversion price).

In the event of any dissolution or winding up of Xenogenics, whether voluntary or involuntary, holders of each outstanding share of Series B Preferred Stock shall be entitled to be paid first out of Xenogenics’ assets available for distribution to shareholders, an amount equal to the greater of (A) an amount equal to $0.0752 per share (as adjusted) plus any accrued but unpaid dividends on such shares, and thereafter, (B) a portion of any distribution made to the holders of the Common Stock as if the Series B Preferred Stock had been converted into Common Stock.  The foregoing liquidation distribution to the holders of the Series B Preferred Stock shall be senior to the Common Stock and to any subsequent series of preferred stock issued by Xenogenics with respect to liquidation rights.

A copy of the Securities Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K.  The summary of the Securities Purchase Agreement set forth above is qualified by reference to such exhibit.

ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On September 30, 2010, Xenogenics entered into a Foreclosure Sale Agreement (“Foreclosure Sale Agreement”) with Venture Lending & Leasing IV, Inc., Venture Lending & Leasing V, Inc. and Silicon Valley Bank (collectively, the “Sellers”).  The first installment of the purchase price for the assets acquired from the Sellers was paid on October 12, 2010.  Pursuant to the Foreclosure Sale Agreement, Xenogenics acquired all of the Sellers’ interests in certain bioabsorbable stent assets (known as the “Ideal™ BioStent”) and related technologies (the “Purchased Assets”). The Sellers originally acquired the Purchased Assets by foreclosing on a security interest granted to the Sellers by a third party.  The Purchased Assets were acquired by Xenogenics “as is” and “where is.”

In consideration for the Purchased Assets, Xenogenics will make cash payments to the Sellers in the aggregate amount of $400,000, payable in three tranches as follows: (i) $135,000 was paid on October 12, 2010; (ii) $135,000 is payable on November 15, 2010 (or sooner upon a “change of control” of Xenogenics); and (iii) $130,000 is payable on December 31, 2010 (or sooner upon a “change of control” of Xenogenics).

Xenogenics is also required to make cash payments to the Sellers as follows based on the achievement of certain milestones:

· $300,000 is payable upon the earlier to occur of (i) initiation of pivotal Generation 2 stent human clinical trials, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the Purchased Assets, valued at no less than $3,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments), and (iii) a “change of control” of Xenogenics;

· $1,000,000 is payable upon the earlier to occur of (i) regulatory approval by any regulatory authority in a European Union member country, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the Purchased Assets, valued at no less than $5,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments); and (iii) a “change of control” of Xenogenics; and

· $3,000,000 is payable upon the earlier to occur of (i) regulatory approval by the U.S. Food and Drug Administration, (ii) execution of an agreement in which Xenogenics grants a third party rights to develop or exploit the Purchased Assets, valued at no less than $5,000,000 (including all up-front payments and the net present value of any future royalty/milestone payments); and (iii) a “change of control” of Xenogenics.

In addition, as additional consideration for the Purchased Assets, Xenogenics issued to the Sellers warrants to purchase an aggregate of 490,000 shares of its common stock, exercisable at $0.038 per share of common stock.

A copy of the Foreclosure Sale Agreement is filed as an exhibit to this Current Report on Form 8-K.  The summary of the Foreclosure Sale Agreement set forth above is qualified by reference to such exhibit.

ITEM 8.01         OTHER EVENTS

On October 19, 2010, the Registrant and Xenogenics issued a press release (the “Press Release”) announcing the acquisition of the Ideal™ BioStent assets by Xenogenics and the execution of the Rutgers License Agreement.  A copy of the Press Release is filed as an exhibit to this Current Report on Form 8-K.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(d)       Exhibits

Exhibit No.	Description
10.1	Exclusive License Agreement, dated September 30, 2010, between Xenogenics Corporation and Rutgers, The State University of New Jersey
10.2	Foreclosure Sale Agreement, dated as of September 30, 2010, among Xenogenics Corporation, Venture Lending & Leasing IV, Inc., Venture Lending & Leasing V, Inc. and Silicon Valley Bank
10.3	Series B Preferred Stock Purchase Agreement, dated October 14, 2010, between Xenogenics Corporation and Multicell Technologies, Inc.
24.1	Power of Attorney
99.1	Press Release dated October 19, 2010 relating to the Rutgers License Agreement and the Foreclosure Sale Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MULTICELL TECHNOLOGIES, INC.
Date:     October 19, 2010	By:	*
		W. Gerald Newmin, Chief Executive Officer
	* By:
	/s/ Anthony Altig Anthony Altig, Attorney-in-Fact

EX-10.1

EXCLUSIVE LICENSE AGREEMENT

Between

XENOGENICS CORPORATION

And

RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY

 Xenogenics_________

 Rutgers_________

1

EXCLUSIVE LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of September 30, 2010, (the “Effective Date”) by and between RUTGERS, THE STATE UNIVERSITY, having its statewide Office of Technology Commercialization at 3 Rutgers Plaza, New Brunswick, New Jersey 08901, (hereinafter referred to as “Rutgers”), and Xenogenics Corporation, a Nevada Corporation, a having a principal place of business at 68 Cumberland Street, Suite 301, Woonsocket, RI 02895 (hereinafter referred to as “Licensee”).

RECITALS

WHEREAS, certain inventions disclosed under Rutgers Docket numbers listed in Exhibit A and Exhibit B attached hereto, hereinafter collectively referred to as the “Invention” were made in the course of research at Rutgers, The State University, under the direction of Prof. Kathryn Uhrich and any other inventors of Rutgers Patent Rights (hereinafter, collectively “Inventors”);

WHEREAS, Licensee is a “small business firm” as defined in 15 U.S.C. 632;

WHEREAS, Licensee wishes to obtain certain rights from Rutgers for the commercial development, manufacture, use, and sale of the Invention, and Rutgers is willing to grant such rights on the terms and conditions set forth in this Agreement; and,

WHEREAS, Rutgers desires that the Invention be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.

NOW THEREFORE, the parties agree as follows:

1.   DEFINITIONS

1.1.           “Affiliate” shall mean, with respect to any Person, any Entity, in whatever country organized, that controls, is controlled by or is under common control with such Person.  The term “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by contract or otherwise.

1.2.           “Confidential Information” shall mean all data, information, and tangible material owned or controlled by Rutgers and acquired by Licensee, its Affiliates or its sublicensees directly or indirectly from or through Rutgers, its units, its employees, the Inventor, or its consultants relating to the Invention, Licensed Products, or this Agreement, including but not limited to, all patent prosecution documents and all information received from Inventors as well as all Rutgers Technology.

1.3.           “Entity” shall mean any corporation, partnership, limited liability company, association, stock company, trust, joint venture, unincorporated organization, governmental entity, any department, agency or political subdivision thereof, or any other legal entity.

1.4.           “Good Faith Reasonable Efforts” shall mean those efforts that are similar to the efforts used by medical device companies generally in relation to other products under similar commercial circumstances that have similar commercial value, status and potential to a bioabsorbable stent.

1.5.           “Licensed Field” shall mean bioabsorbable stent for interventional cardiology and peripheral vascular applications.

1.6.           “Licensed Intellectual Property” shall mean such intellectual property as is listed in Exhibit A attached hereto including all issues, reissues, amendments, divisions, continuations, continuations-in-part, and corresponding foreign counterparts thereof.

 Xenogenics_________

 Rutgers_________

2

1.7.         “Licensed Method” shall mean any process, method, or use or practice of which would constitute, but for the license granted to Licensee pursuant to this Agreement, an infringement of any issued patent claim within Rutgers Patent Rights.

1.8.         “Licensed Products” shall mean products made, made for, used or sold by Licensee or its Affiliates or sublicensees and that would infringe on at least one Valid Patent Claim of Rutgers Patent Rights or Rutgers Optional Patent Rights in the absence of a license, or that use a process, material or machine covered by a Valid Patent Claim of Rutgers Patent Rights or Rutgers Optional Patent Rights in the absence of the License.

1.9.         “Major Market Countries” shall mean Canada, the European Union Member States, Japan, and the United States of America.

1.10.       “Net Sales” shall mean the total of the gross consideration charged for Licensed Products made, used, leased, transferred, distributed, sold or otherwise disposed of by Licensee, its Subsidiaries, Affiliates, and its sublicensees, less the sum of the following actual and customary deductions (net of rebates or allowances of such deductions received) included on the invoice and actually paid: cash, trade, or quantity discounts; sales or use taxes imposed upon particular sales; import/export duties; and transportation charges.  In the event Licensee or any of its Affiliates or sublicensees makes a transfer of a Licensed Product to a third party for other than monetary consideration, or for less than fair market value, such transfer shall be considered a sale hereunder to be calculated at a fair market value for accounting and royalty purposes.  Furthermore if Licensee, its Affiliates or sublicensees commercially use Licensed Product with no expectation of subsequent royalty bearing transfer of such Licensed Product to an unaffiliated third party, such commercial use shall be considered a sale hereunder to be calculated at a fair market value for royalty and accounting purposes.  For the avoidance of doubt, any disposal of Licensed Products for or use of Licensed Products in clinical or pre-clinical trials, or as free samples (such samples to be in quantities common in the industry for this type of product) shall not give rise to any deemed sale under this Agreement.

1.11.       “Optional Rutgers Patent Rights” shall mean the intellectual property listed on Exhibit B, including all issues, reissues, amendments, divisions, continuations, continuations-in-part, and corresponding foreign counterparts thereof.

1.12.       “Patent Pending” shall mean any patent or patent application including all issues, reissues, amendments, divisions, continuations, continuations-in-part, and corresponding foreign counterparts thereof that has been filed and not yet rejected without the possibility of appealing by a competent patent authority anywhere in the world.

1.13.        “Person” shall mean any individual or entity.

1.14.       “Term” shall mean the earlier of (a) the expiration of all Valid Patent Claims in a country, or (b) ten (10) years from the date of the first commercial sale in a country.

1.15.       “Territory” shall mean all countries of the world.

1.16.       “Valid Patent Claims” shall mean any claim of any unexpired patent or Patent Pending of Licensed Intellectual Property that has not been revoked, or held to be unenforceable or invalid ay a decision of a court or other government agency, unappealable, or unappealed within the time allowed for the appeal.

2.  GRANT

2.1.         Subject to the limitations set forth in this Agreement, Rutgers hereby grants to Licensee an exclusive license to Licensed Intellectual Property in the Licensed Field to make, have made, use, import, put into use, distribute, sell and have sold Licensed Products and to practice Licensed Method in the Territory during the term of this Agreement.

 Xenogenics_________

 Rutgers_________

3

2.2.         Rutgers further grants to Licensee an Option, the term of which shall be six (6) months from the Effective Date (“Option Period”), for Licensee to decide whether it wants to add any patents or patent applications designated in Exhibit B as Rutgers Optional Patent Rights to the list of patents and patent applications designated in Exhibit A as Licensed Intellectual Property.  Upon expiration of the Option Period, Licensee shall have no rights whatsoever to any Rutgers Optional Patent Rights that it has not opted to include as Licensed Intellectual Property.

2.3.         If the Invention was funded by the U.S. Government, the license granted hereunder shall be subject to the overriding obligations to the U.S. Government set forth in 35 U.S.C. 200-212, and any future amendments thereto, and applicable governmental implementing regulations, as well as any other applicable governmental restrictions, if any, including, without limitation (i) to the obligation to manufacture in the United States Licensed Product intended for consumption in the United States unless a waiver is obtained, and (ii) to the royalty free non-exclusive license thereunder to which the U.S. Government is entitled.

2.4.         Rutgers expressly reserves the right to have the Invention and associated intellectual property rights licensed hereunder used for educational, research and other non-business purposes, and to publish the rights thereof.

2.5.         To the extent Rutgers, principally through the Inventors, has provided Rutgers Technology to Licensee, it is understood that at the time of disclosure to the Licensee some of the Rutgers Technology may have been made available to the public without restrictions.

3.   SUBLICENSES

3.1.         Rutgers grants to Licensee the right to grant sublicenses to third parties under any or all of the licenses granted in Article 2, provided Licensee has current exclusive rights thereto under this Agreement at the time it exercises a right of sublicense.  To the extent applicable, such sublicense shall include all of the rights of and obligations due to Rutgers (and to the United States Government) that are contained in this Agreement.

3.2.         Within thirty (30) days after execution thereof, Licensee shall provide Rutgers with a copy of each sublicense issued hereunder, and shall thereafter collect and guarantee payment of all royalties and other obligations due Rutgers relating to the sublicensees and summarize and deliver all reports due Rutgers relating to the sublicensees.  Licensee shall pay Rutgers a twenty-five percent (25%) sublicensing fee on any non-royalty consideration received from any sublicense.

4.   LICENSE ISSUE FEE, LICENSE MAINTENANCE FEES AND MILESTONE AND OTHER PAYMENTS

4.1.         Licensee shall pay to Rutgers a license issue fee of Fifty Thousand Dollars ($50,000) no later than five (5) business days from the Effective Date of this Agreement.

4.2.         Licensee shall pay Rutgers a License Maintenance Fee according to the following schedule:

4.2.1. $0 on the first anniversary of the Effective Date

4.2.2. $0 on the second anniversary of the Effective Date

4.2.3. $25,000 on the third anniversary of the Effective Date

Xenogenics_________

Rutgers_________

4

4.2.4. $50,000 on the fourth anniversary of the Effective Date and annually thereafter until the first commercial sale.

4.2.5. The License Maintenance Fee is non-refundable, and shall not be off-set against future royalty payments.

4.3.         Licensee shall pay Rutgers the following Milestone Payments:

4.3.1. $50,000 upon initiation of first-in-human clinical studies anywhere in the world for Licensed Product.

4.3.2. $200,000 upon initiation of pivotal human clinical trial in preparation for submission of an application for market approval to a regulatory authority anywhere in the world for Licensed Product.

4.3.3. $300,000 upon submission of application for market approval to a regulatory authority anywhere in the world for Licensed Product.

4.3.4. $1,000,000 upon market approval by a regulatory authority anywhere in the world for Licensed Product.

4.3.5. Fifty percent (50%) of the Milestone Payments actually received by Rutgers shall be off-set against future royalty payments.

4.3.6. Each Milestone Payment that is owed shall be made only one time with respect to Licensed Products, regardless of how many times such Licensed Products achieves each of the indicated milestones and, no payment shall be owed for a milestone which is not reached.

5.   ROYALTIES

5.1.         Except as otherwise required by law, Licensee shall pay to Rutgers a royalty of three percent (3%) of annual Net Sales of Licensed Product.  Other transfers among Licensee, its Affiliates and sublicensees which would otherwise be royalty bearing under this Agreement shall be disregarded for purposes of computing royalties to the extent that Licensed Product subject to such sale or transfer is subsequently sold or transferred to a third party where a payment of royalty by such third party pursuant to the terms of this Agreement with respect to such sale or transfer will be required.

5.2.         Royalties payable to Rutgers shall be paid quarterly no later than forty-five (45) days after the  following dates of each calendar year:

5.2.1. March 31st

5.2.2. June 30th

5.2.3. September 30th

5.2.4. December 31st

5.3.         Each such royalty payment shall be for unpaid royalties that accrued within Licensee's most recently completed calendar quarter plus any other unpaid royalties due, but not previously paid for any reason.

 Xenogenics_________

 Rutgers_________

5

5.4.         A Licensed Product shall be deemed made, used, leased, transferred, sold, or otherwise disposed of at the time Licensee bills, invoices, ships, or receives payment for such Licensed Product or commercially uses product, whichever occurs first.

5.5.         Starting upon the first commercial sale of a Licensed Product, and annually thereafter, Licensee shall pay Rutgers a minimum annual royalty on the anniversary of the date of such sale as laid out below:

5.5.1. Upon first commercial sale:  $100,000

5.5.2. First anniversary of first commercial sale:  $150,000

5.5.3. Second anniversary of first commercial sale:  $200,000

5.5.4. Third anniversary of first commercial sale:  $250,000

5.5.5. Fourth anniversary of first commercial sale and annually thereafter:  $300,000

5.6.         The minimum annual royalty shall be credited against the earned royalty due and owing for the calendar year in which the minimum annual royalty is paid.

5.7.         All amounts due Rutgers shall be payable in United States Dollars in New Brunswick, New Jersey.  When Licensed Products are sold for monies other than United States Dollars, the earned royalties will first be determined in the foreign currency of the country in which such Licensed Products were sold and then converted into equivalent United States Dollars.  The exchange rate will be the United States Dollar buying rate quoted in the Wall Street Journal on the last day of the reporting period.

5.8.         Licensee shall be responsible for any and all taxes, fees, or other charges imposed by the government of any country outside the United States on the remittance of royalty income for sales occurring in any such country.  Licensee shall also be responsible for all bank transfer charges.

5.9.         If at any time legal restrictions prevent the acquisition or prompt remittance of United States Dollars by Licensee with respect to any country where a Licensed Product is sold, Licensee shall pay royalties due to Rutgers from Licensee's other sources of United States Dollars.

5.10.       In the event that any patent or any claim thereof of Licensed Intellectual Property shall be held invalid in a final decision by a court of competent jurisdiction and last resort in any country and from which no appeal has or can be taken, all obligation to pay royalties based on such patent or claim or any claim patentably indistinct therefrom shall cease as of the date of such final decision with respect to such country.  Licensee shall not, however, be relieved from paying any royalties that accrued before such decision or that are based on another patent or claim not involved in such decision.

5.11.       Licensee its affiliates and its sublicensees, and Rutgers shall work cooperatively to resolve any such issue without resorting to litigation or a request for reexamination of the subject Licensed Intellectual Property by the U.S. Patent and Trademark Office or another competent jurisdictional patent agency.

6.   DILIGENCE

6.1.         Licensee, upon and after execution of this Agreement, shall use Good Faith Reasonable Efforts to develop, test, obtain any required governmental approvals, manufacture, market and sell Licensed Products in all countries of the Territory within a reasonable time after execution of this Agreement and in quantities sufficient to meet the market demands.

6.2.         Licensee shall be entitled to exercise prudent and reasonable business judgment in meeting its diligence obligations in this Section 6.1.

 Xenogenics_________

 Rutgers_________

6

6.3.         In addition to 6.1 above, Licensee will make Good Faith Reasonable Efforts to achieve the following development milestones:

6.3.1. raise at least five (5) million dollars in equity funding within six (6) months from  the Effective Date;

6.3.2. restart manufacturing and produce a device within twelve (12) months from the Effective Date;

6.3.3. initiate an animal study within eighteen (18) months from the Effective Date;

6.3.4. make a regulatory submission to support a human use clinical trial within twenty-four (24) months of the Effective Date;

6.3.5. initiate a human use clinical trial within thirty-six (36) months of the Effective Date; and,

6.3.6. make a regulatory submission or equivalent for marketing approval for use in humans within forty-eight (48) months from the Effective Date in at least one Major Market Country.

7.   PROGRESS AND PAYMENT REPORTS

7.1.         Beginning six (6) months after the Effective Date, and semi-annually thereafter, Licensee shall submit to Rutgers a progress report covering Licensee's activities related to the research, development and testing of all Licensed Products, and obtaining of governmental approvals necessary for marketing Licensed Products in each country of the Territory.

7.2.         The progress reports submitted under Section 7.1 shall include sufficient information to enable Rutgers to determine Licensee's progress in fulfilling its obligations under Article 6, including, but not limited to, the following topics:

7.2.1. summary of work completed, including key scientific results, market analysis;

7.2.2. summary of work in progress, including product development and testing and progress in obtaining government approvals;

7.2.3. current schedule of anticipated events or milestones;

7.2.4. market plans for introduction of Licensed Products in the Territory;

7.2.5. summary of resources (dollar value) spent in the reporting period for research, development, and marketing of Licensed Products;

7.2.6. activities in obtaining sublicensees and activities of sublicensees;

7.2.7. certified financial statements as of the end of the previous calendar quarter; and,

7.2.8. statement showing how amounts due were calculated.

7.3.         Licensee shall have a continuing responsibility to keep Rutgers informed of the large/small entity status (as defined by the United States Patent and Trademark Office) of itself and its sublicensees.

7.4.         Licensee shall report to Rutgers in its immediately subsequent progress and payment report the date of first commercial sale of each Licensed Product in each country within the Territory.

Xenogenics_________

Rutgers_________

7

7.5.         After the first commercial sale of a Licensed Product in the Territory, Licensee will make quarterly royalty reports to Rutgers no later than forty-five (45) days after the  following dates of each calendar year:  March 31st, June 30th, September 30th, and December 31st.  Each such royalty report will cover Licensee's most recently completed calendar quarter and will show (i) the units and gross sales and Net Sales of each type of Licensed Product sold by Licensee, its Affiliates and sublicenses on which royalties have not been paid, including a clear indication of how Net Sales were calculated; (ii) the royalties and fees, in U.S. dollars, payable hereunder, including a breakdown, where more than one patent is licensed hereunder, of how royalty income is allocated among the patents; (iii) the method used to calculate the royalty; (iv) the exchange rates used, if any; and (v) any other information relating to the foregoing reasonably requested by Rutgers.

7.6.         If no sales of Licensed Products have been made during any reporting period, a statement to this effect shall be made by Licensee.

7.7.         Licensee shall include a written statement with any additional payment or other consideration made to Rutgers pursuant to the terms of this Agreement setting forth in reasonable detail the basis for the payment and the manner in which the payment was calculated.

8.   BOOKS AND RECORDS

8.1.         Licensee shall keep and cause its Affiliates and sublicensees to keep books and records in accordance with generally accepted accounting principles accurately showing all transactions and information relating to this Agreement.  Such books and records shall be preserved for at least five (5) years from the date of the entry to which they pertain and shall be open to inspection by representatives or agents of Rutgers at reasonable times upon reasonable notice.

8.2.         The fees and expenses of Rutgers' representatives performing such an examination shall be borne by Rutgers.  However, if an error in any payment of more than five percent (5%) of such payment due is discovered, or if as a result of the examination it is determined that Licensee is in material breach of its other obligations under this Agreement, then the fees and expenses of these representatives shall be borne by Licensee, and Licensee shall promptly reimburse Rutgers for reasonably documented audit expenses as well as all overdue payment and late interest payments.

9.   TERM OF THE AGREEMENT

9.1.         Unless otherwise terminated by operation of law or by acts of the parties in accordance with the provisions of this Agreement, the Term of this Agreement shall be as defined in Section 1.14.

9.2.         Any termination or expiration of this Agreement shall not affect the rights and obligations set forth in the following Sections or Articles:  Article 1, Sections 2.4 and 2.5 of Article 2, Section 7.5 of Article 7, Article 8, this Section 9.2, Article 10, Article 12, Article 13, Article 14, Article 18, Article 23, Article 27 and Article 28.

9.3.         Any termination under this agreement shall not relieve Licensee of any obligation or liability accrued hereunder prior to such termination or rescind anything done by Licensee or any payments made to Rutgers hereunder prior to the time such termination becomes effective, and such termination shall not affect in any manner any rights of Rutgers arising under this Agreement prior to such termination.

10.   TERMINATION FOR CAUSE BY EITHER PARTY

10.1.       If one party should breach or fail to perform any provision of this Agreement, then the other party may give written notice of such default (Notice of Default) to the breaching party.  If the breaching party should fail to cure such default within ninety (90) days of notice thereof, the non-breaching party shall have the right to terminate this Agreement and the licenses herein by a second written notice (Notice of Termination) to the breaching party.  If a Notice of Termination is sent to breaching party, this Agreement shall automatically terminate on the effective date of such notice.  Termination shall not relieve breaching party of its obligation to pay all amounts due to the non-breaching party as of the effective date of termination and shall not impair any accrued rights of the non-breaching party.

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11.   VOLUNTARY TERMINATION BY LICENSEE

11.1.       Licensee shall have the right at any time to terminate this Agreement in its entirety by giving one hindered and twenty (120) days advance notice thereof in writing to Rutgers.

12.   DISPOSITION OF LICENSED PRODUCTS AND INFORMATION ON HAND UPON TERMINATION

12.1.       Upon termination of this Agreement by either party (i) Licensee shall have the privilege of disposing of all previously made or partially made Licensed Products (Licensee may complete partially made Licensed Products), but no more, within a period of one hundred and eighty (180) days after the initial notice of termination given pursuant to Section 10.1 or Section 11.1 hereunder, provided, however, that the disposition of such Licensed Products shall be subject to the terms of this Agreement including, but not limited to, the payment of royalties at the rate and at the time provided herein and the rendering of reports thereon; and, (ii) Licensee shall promptly return, and shall cause its Affiliates and sublicensees to return, to Rutgers all property belonging to Rutgers including without limitation, if any, that has been provided to Licensee or its Affiliates or sublicensees hereunder, and all copies and facsimiles thereof and derivatives therefrom (except that Licensee may retain one copy of written material for record purposes only, provided such material is not used by Licensee for any other purpose and is not disclosed to others).

13.   USE OF NAMES, TRADEMARKS, AND CONFIDENTIAL INFORMATION

13.1.       Nothing contained in this Agreement shall be construed as granting any right to Licensee, its Affiliates or sublicensees to use in advertising, publicity, or other promotional activities or otherwise any name, trade name, trademark, or other designation of Rutgers or any of its units (including contraction, abbreviation or simulation of any of the foregoing).  Unless required by law or consented to in advance in writing by an authorized representative of Rutgers, the use by Licensee of the name, “Rutgers, The State University” or any campus or unit of Rutgers is expressly prohibited.

14.   LIMITED WARRANTY

14.1.       Rutgers warrants to Licensee that it has the lawful right to grant this license.

14.2.       This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. RUTGERS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.  IN NO EVENT WILL RUTGERS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, RESULTING FROM EXERCISE OF THIS LICENSE BY OR ON BEHALF OF LICENSEE, ITS AFFILIATES OR SUBLICENSEES OR MANUFACTURE, SALE, OR USE OF THE INVENTION OR LICENSED PRODUCTS OR RUTGERS INTELLECTUAL PROPERTY LICENSED HEREUNDER.

14.3.       Nothing in this Agreement shall be construed as:

14.3.1. a warranty or representation by Rutgers as to the validity or scope of any Rutgers Patent Rights; or

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14.3.2. a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents or other intellectual property rights of third parties; or

14.3.3. an obligation to bring or prosecute actions or suits against third parties except as provided in Article 17; or

14.3.4. conferring by implication, estoppel or otherwise any license or rights under any patents or other intellectual property of Rutgers other than Rutgers Patent Rights and Rutgers Technology, regardless of whether such patents are dominant or subordinate to Rutgers Patent Rights; or

14.3.5. an obligation to furnish any know-how not provided in Rutgers intellectual property licensed hereunder.

15.   PATENT PROSECUTION AND MAINTENANCE

15.1.       Rutgers shall diligently prosecute and maintain the United States patent applications and patents comprising Licensed Intellectual Property.  Licensee and Rutgers shall agree in advance with respect to the retaining of patent counsel to manage the Licensed Intellectual Property.  Rutgers shall keep Licensee informed and apprised of the continuing prosecution of Licensed Intellectual Property.  Licensee agrees to keep this documentation confidential.

15.2.       Rutgers shall give due consideration to amending any patent application to include claims reasonably requested by Licensee to protect Licensed Products.

15.3.       All  costs incurred by Rutgers after the Effective Date for preparing, filing, prosecuting, defending, and maintaining all United States patent applications and patents, including but not limited to declaratory judgments, interferences, oppositions, reexaminations, reissues, and all corresponding foreign patent applications and patents covered by Licensed Intellectual Property shall be borne by Licensee.  Future costs shall be payable by Licensee within thirty (30) days of the billing date.  If Licensee fails to pay patent costs in a timely manner as required in this Section, Rutgers may, at its discretion, require Licensee to pay estimated patent costs in advance.  Notwithstanding the foregoing, Licensee shall not pay patent costs on Rutgers Optional Patent Rights unless and until it exercises its option.  Should Licensee exercise its option with regard to any or all of the Rutgers Optional Patent Rights then those patents shall be included under Licensed Intellectual Property, and Licensee shall pay all patent fees related thereto as set forth in this Section 15.3.

15.4.       Licensee shall pay Rutgers for any unpaid costs incurred by Rutgers prior to the Effective Date for preparing, filing, prosecuting, defending, and maintaining all United States patent applications and patents, including but not limited to declaratory judgments, interferences, oppositions, reexaminations, reissues, and all corresponding foreign patent applications and patents covered by Licensed Intellectual Property.  Said unpaid costs incurred by Rutgers prior to the Effective Date shall not exceed One Hundred Thirty-six Thousand dollars ($136,000), and shall be payable by Licensee  the earlier of (a) within six (6) months of the Effective Date, or (b) upon the closing of an equity financing with gross proceeds equal to or greater than Five Million dollars ($5,000,000).

15.5.       Only at the request of Licensee, shall Rutgers file, prosecute, and maintain patent applications and patents covered by Licensed Intellectual Property in foreign countries.  Licensee consents to the filing of all PCT and foreign patent applications that have already been filed as of the Effective Date.  Licensee shall notify Rutgers within six (6) months of the filing of the corresponding United States application of its decision to obtain any foreign patents.  This notice shall be in writing, and shall identify the countries desired.  The absence of such a notice from Licensee shall be considered by Rutgers to be an election not to request foreign rights.

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15.6.       Licensee's obligation to underwrite and to pay patent prosecution costs shall continue for so long as this Agreement remains in effect, provided, however, that Licensee may terminate its obligations with respect to any given patent application or patent upon three (3) months prior written notice to Rutgers.  Rutgers shall use reasonable efforts to curtail future patent costs when such a notice is received from Licensee.  Licensee shall promptly pay patent costs which cannot be so curtailed.  Commencing on the effective date of such notice, Rutgers may continue prosecution or maintenance of such application(s) or patent(s) at its sole discretion and expense, and Licensee shall have no further right or licenses thereunder.

15.7.       Rutgers shall have the right to file patent applications at its own expense in any country or countries in which Licensee has not elected to secure patent rights or in which Licensee's patent rights hereunder have terminated, and such applications and resultant patents shall not be subject to this Agreement and may be freely licensed by Rutgers to third parties.  

15.8.       In the event Rutgers licenses a party other than Licensee rights under Licensed Intellectual Property in a field other than the Licensed Field, the cost of prosecuting and maintain Licensed Intellectual Property shall be borne equally between said third party and Licensee.

16.   PATENT MARKING

16.1.       Licensee shall mark all Licensed Products made, used, sold imported, exported, or otherwise disposed of under the terms of this Agreement, in accordance with the applicable patent marking laws.

17.   PATENT INFRINGEMENT

17.1.       In the event that Licensee shall learn of the infringement of any patent licensed under this Agreement, Licensee shall notify Rutgers in writing and shall provide Rutgers with reasonable evidence of such infringement.  Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Rutgers Patent Rights without first obtaining consent of the other Party, which consent shall not be unreasonably denied.  Both parties shall use their best efforts in cooperation with each other to terminate such infringement without litigation.

17.2.       Licensee may request that Rutgers take legal action against the infringement of Licensed Intellectual Property.  Such request shall be made in writing, and shall include reasonable evidence of such infringement and damages to Licensee.  If the infringing activity has not been abated within ninety (90) days following the effective date of such request, Rutgers shall have the right to commence suite on its own account or refuse to commence such suit.  Rutgers shall give notice of its election in writing to Licensee within one hundred (100) days after receiving notice of such request from Licensee.  Licensee may thereafter bring suit for patent infringement if and only if Rutgers refuses to commence suite, and if the infringement occurred during the period and in jurisdiction where Licensee had exclusive rights under this Agreement.  However, in the event Licensee elects to bring suit in accordance with this paragraph, Rutgers may thereafter join such suit at its own expense.  Such legal action as is decided upon shall be at the expense of the party on account of whom suit is brought.

17.3.       Each party agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought for out-of-pocket expenses.  Such litigation shall be controlled by the party bringing the suit.  Each party may be represented by counsel of its choice at its own expense.

17.4.       All recoveries, damages and awards in any infringement suit after reimbursement of any litigation expenses of Rutgers and Licensee not previously reimbursed from a lawsuit regarding Licensed Intellectual Property shall be divided equally between Rutgers and Licensee.

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18.   INDEMNIFICATION AND INSURANCE

18.1.       To the maximum extent permitted by law, Licensee shall indemnify, hold harmless and defend Rutgers, its governors, trustees, officers, employees, students, agents and the Inventors against any and all claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys' fees) resulting from or arising out of the exercise of the rights granted under this license or any sublicense by Licensee, its Affiliates and sublicensees.  This indemnification shall include, but is not limited to, any and all claims alleging products liability.

18.2.       Throughout the term of this Agreement, and to the extent applicable from and after the date of first commercial sale of a Licensed Product, Licensee shall maintain commercially issued policies of insurance, or a program of self-insurance if such program is approved in advance in writing by an authorized representative of Rutgers, which provide coverage and limits as required by statute or as necessary to prudently insure the activities and operations of Licensee.  The commercial general liability insurance policy, or liability self-insurance program, shall include the interests of Rutgers as an additional insured and provide coverage limits of not less than $2,000,000 combined single limits as respects premises, operations, contractual liability and, if applicable, liability arising out of products and/or completed operations.  Licensee shall provide Rutgers with certificates of insurance for commercially insured policies, or a letter from Licensee’s independent auditors stating its opinion as to the adequacy of any self-insurance program.

18.3.       It is expressly agreed that the insurance or self-insurance are minimum requirements which shall not in any way limit the liability of Licensee and shall be primary coverage.  Any insurance or self-insurance program maintained by Rutgers shall be excess and noncontributory.

18.4.       Rutgers shall promptly notify Licensee in writing of any claim or suit brought against Rutgers in respect of which Rutgers intends to invoke the provisions of Article 18.  Licensee shall keep Rutgers informed on a current basis of its defense of any claims pursuant to Article 18.

19.   NOTICES

19.1.       Any notice or payment required to be given to either party shall be deemed to have been properly given and to be effective (a) on the date of delivery if delivered in person, (b) five (5) days after mailing if mailed by first-class certified mail, postage paid and deposited in the United States mail, to the respective addresses given below, or to such other address as it shall designate by written notice given to the other party, (c) on the date of delivery if delivered by express delivery service such as Federal Express or DHL or (d) or as otherwise agreed upon in writing by the parties.

In the case of Licensee:                     Xenogenics Corporation

68 Cumberland Street, Suite 301

Woonsocket, RI 02895

Tel.:  (401) 762-0045

FAX:  (401) 762-0098

Attention:  W. Gerald Newmin, Chairman & CEO

In the case of Rutgers:                       Rutgers, The State University

Office of Technology Commercialization

ASB III, 3 Rutgers Plaza

New Brunswick, NJ 08901

Attention: Director

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20.   ASSIGNABILITY

20.1.       This Agreement is binding upon and shall inure to the benefit of Rutgers, its successors and assigns, but shall be personal to Licensee and assignable by Licensee only upon the transfer or sale of all or substantially all of the assets relating to this Agreement.  

21.   LATE PAYMENTS

21.1.       In the event any amounts due Rutgers hereunder, including but not limited to royalty payments, fees and patent cost reimbursements, are not received when due, Licensee shall pay to Rutgers interest charges at a rate of ten percent (10%) per annum, compounded monthly.  Such interest shall be calculated from the date payment was due until actually received by Rutgers.

22.   WAIVER

22.1.       It is agreed that failure to enforce any provisions of this Agreement by a party shall not be deemed a waiver of any breach or default hereunder by the other party.  It is further agreed that no express waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

23.   FAILURE TO PERFORM

23.1.       In the event of a failure of performance due under the terms of this Agreement, and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney's fees in addition to costs and necessary disbursements.

24.   GOVERNING LAWS

24.1.       THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS, but the scope and validity of any patent or patent application shall be governed by the applicable laws of the country of such patent or patent application.

25.   FOREIGN GOVERNMENT APPROVAL OR REGISTRATION

25.1.       If this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any governmental agency, Licensee shall assume all legal obligations to do so and the costs in connection therewith.

26.   EXPORT CONTROL LAWS

26.1.       Licensee shall observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

27.   CONFIDENTIALITY

27.1.       Licensee (i) shall not use any Confidential Information except for the sole purpose of performing this Agreement, (ii) shall safeguard the same against disclosure to others with the same degree of care as it exercises with its own information of a similar nature, and (iii) shall not disclose or permit the disclosure of Confidential Information to others (except to its employees, agents or consultants who are bound to Licensee and Rutgers by a like obligation of confidentiality) without the express written permission of Rutgers, except that Licensee shall not be prevented from using or disclosing any Confidential Information:

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27.1.1. which Licensee can demonstrate by written records was previously known to it; or

27.1.2. which is now, or becomes in the future, information generally available to the public in the form supplied, other than through acts or omissions of Licensee; or

27.1.3. which is lawfully obtained by Licensee from sources independent of Rutgers who were entitled to provide such information to Licensee; or

27.1.4. which is required by law to be disclosed.

27.2.       The obligations of Licensee under this section 27.1 shall remain in effect during the term of this Agreement and for five (5) years from the date of termination or expiration of this Agreement.

28.   MISCELLANEOUS

28.1.       The headings of the several articles are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

28.2.       This Agreement will not be binding upon the parties until it has been signed below on behalf of each party by a duly authorized representative.

28.3.       No amendment or modification hereof shall be valid or binding upon the parties unless made in writing and signed on behalf of each party by a duly authorized representative.

28.4.       This Agreement embodies the entire understanding of the parties and shall supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

28.5.       Licensee shall not enter into any agreements relating to this Agreement with Inventor or other Rutgers employees or students in contravention of the legal rights or policies of Rutgers.

28.6.       In case any of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, (i) such invalidity, illegality or unenforceability shall not affect any other provisions hereof, (ii) the particular provision, to the extent permitted by law, shall be reasonably construed and equitably reformed to be valid and enforceable and if the provision at issue is a commercial term, it shall be equitably reformed so as to maintain the overall economic benefits of the Agreement as originally agreed upon by the parties. and (iii) this Agreement shall be construed as if such invalid or illegal or unenforceable provisions had never been contained herein.

28.7.       Rutgers shall have the right to terminate this Agreement forthwith by giving written notice of termination to Licensee at any time upon or after the filing by Licensee of a petition in bankruptcy or insolvency, or upon or after any adjudication that Licensee is bankrupt or insolvent, or upon or after the filing by Licensee of any petition or answer seeking judicial reorganization, readjustment or arrangement of the business of Licensee under any law relating to bankruptcy or insolvency, or upon or after the appointment of a receiver for all or substantially all of the property of Licensee, or upon or after the making of any assignment or attempted assignment for the benefit of creditors, or upon or after the institution of any proceeding or passage of any resolution for the liquidation or winding up of Licensee’s business or for termination of its corporate life.

28.8.       Neither Licensee nor its Affiliates shall originate any publicity, news release or other public announcement, written or oral, relating to this Agreement or the existence of an arrangement between the parties, except as required by law, without the prior written approval of Rutgers, which approval shall not be unreasonably withheld.  Notwithstanding the foregoing, Rutgers acknowledges (i) Licensee is the majority owned subsidiary of MultiCell Technologies, Inc., a publicly traded company subject to U.S. security laws and regulation by the U.S. Security and Exchange Commission (“SEC”), and (ii) MultiCell Technologies will be required to issue a press release and file a Form 8K with the SEC announcing the consummation of this Agreement between Licensee and Rutgers.

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28.9.       This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

28.10.     Nothing herein shall be deemed to constitute one party as the agent or representative of the other party or both parties as joint ventures or partners.  Each party as an independent contractor.

[This Portion of the Page Intentionally Left Blank]

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SIGNATURE PAGE

IN WITNESS WHEREOF, both Rutgers and Licensee have executed this Agreement by their duly authorized representatives.

FOR XENOGENICS CORPORATION:	FOR RUTGERS, THE STATE UNIVERSITY:
W. Gerald Newmin	Dipanjan Nag, Ph.D., MBA, CLP
Chairman & Chief Executive Officer	Executive Director, Office of Technology Commercialization
Title	Title
Date	Date

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EXHIBIT A

Licensed Intellectual Property

TITLE	Rutgers Docket	Attorney Docket	Application No./Patent No.
Medical Devices Employing Novel Polymers	PMX-018	01435.062US1	10/716,577
Polyanhydrides with Therapeutically	97-0049	01435.008US1	7,122,615
Useful Degradation Products		01435.008US2	7,534,852
		01435.008US3	12/428,088
Polyanhydride Linkers for Production of	04-028	01435.012US1	6,486,214
Drug Polymers and Drug Polymer		01435.012US3	7,666,398
Compositions Produced Thereby
Synthesis of Salicylate-based	02-052	01435.023US1	7,411,031
Polyanhydrides		01435.023US2	12/026,925

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EXHIBIT B

Optional Intellectual Property

Attorney Docket	Country	Application Number	Application Status	Patent Number
1435.006	Mexico	2001/010752	Granted	235839
1435.006	USA	09/298729	Granted	6365146
1435.007	USA	09/422295	Granted	6328988
1435.010US1	USA	09/917595	Granted	6602915
1435.013	Canada	2393676	Pending
1435.013	EPC	00982544.9-2112	Published
1435.013	Japan	2001-543098	Pending
1435.013	Mexico	2002/05769	Granted	268990
1435.013	USA	11/524664	Published
1435.014	Canada	2387558	Pending
1435.014	Hong Kong	5102868	Published
1435.014	Japan	2001-531088	Pending
1435.014	Mexico	2002/003890	Granted	232176
1435.014	USA	09/422294	Granted	6685928
1435.017	Canada	2417389	Pending
1435.017	EPC	1956013.5	Published
1435.017	Japan	2002-515320	Granted	245201
1435.017	USA	11/956189	Pending
1435.017	USA	09/917194	Granted	6689350
1435.017	USA	11/956202	Pending
1435.021	Australia	20011278052	Granted	245201
1435.021	Canada	2417388	Pending
1435.021	EPC	1956010.0	Published
1435.021	Hong Kong	3108039.3	Published
1435.021	Japan	2002-515319	Pending
1435.021	USA	09/917231	Granted	6613807
1435.021	USA	11/732653	Published
1435.022	USA	10/754900	Granted	7262221
1435.025	USA	10/913289	Granted	7396527
1435.029	Canada	2488121	Pending
1435.029	EPC	3734450.4	Published
1435.029	Japan	2004-510715	Granted	4422018
1435.029	Mexico	2004-012290	Granted	268987
1435.029	USA 1	11/006506	Granted	7470802
1435.029	USA 2	10/949955	Pending
1435.035	EPC	5712364.8	Published
1435.035	USA	10/587678	Published
1435.040	EPC	6770908.9
1435.040US	USA	11/915284
1435.042	PCT	PCT/US2007/070531	Published
PMEX Cases:
13640-00002	USA	10/503838	Pending.060US1
13640-00003	USA	10/504121	Pending.061US1
13640-00020	USA	10/716577	Pending.062US1
13640-00023	Canada	2506319	Pending.062CA1
13640-00025	EPC	3786836.1	Published.062EP1
13640-00027	Japan	2004/553918	Published.062JP1
13640-00030	USA	10/532703	Published.063US1
13640-00040	Canada	2527495	Pending.064CA1
	EPC	4816742.3	Published.064EP1
	USA	10/861881	Granted	7662864

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EX-10.2

FORECLOSURE SALE AGREEMENT

This FORECLOSURE SALE AGREEMENT (the “Agreement”) is entered into as of September ___, 2010 by and among Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”), Silicon Valley Bank (“SVB”) and Xenogenics Corporation, a Nevada corporation (“Purchaser”).  VLL4, VLL5 and SVB are sometimes referred to hereinafter collectively, as “Sellers” and individually as a “Seller” and VLL5, in its capacity as collateral agent for the Sellers under the Loan Agreement (as defined below) is sometimes referred to herein as “Agent.”

RECITALS

On March 18, 2008, Bioabsorbable Therapeutics, Inc., a Delaware corporation (“Debtor”), Agent and Sellers entered into that certain Loan and Security Agreement (as amended from time to time collectively referred to as the “Loan Agreement”) pursuant to which Sellers made term loans to Debtor.

In order to secure the prompt payment and performance of all obligations owing by Debtor to Agent and Sellers under the Loan Agreement (all of such obligations with respect to the loans and under the Loan Agreement and related documents are collectively referred to herein as the “Obligations”), Debtor granted to each Seller and to Agent for the benefit of Sellers blanket security interests in all of Debtor’s property (the “Collateral”).  Sellers’ and Agent’s security interests in the Collateral were perfected by the filing of UCC Financing Statement with the Delaware Secretary of State recorded on March 20, 2008 as file number 80990299.

On September 2, 2009, Sellers notified Debtor that an Event of a Default had occurred under the Loan Agreement.  As a result of the occurrence of such Event of Default Sellers accelerated the Obligations and such Obligations are now due and payable.

Pursuant to the terms of the Loan Agreement, the loan documents executed and delivered in connection therewith and applicable law, after the occurrence and during the continuance of an Event of Default, Sellers have the right to enforce all of their remedies against Debtor and the Collateral, and Sellers have elected to conduct a private foreclosure sale of certain items of the Collateral.

Pursuant to that certain Repossession Agreement for Peaceable Foreclosure, dated as of September 29, 2009, a true, correct and complete copy of which is attached hereto as Exhibit “A” (the “Peaceful Foreclosure Agreement”), Debtor waived its rights to notice of any private sale under Section 9611 of the California Commercial Code (“CUCC”), waived its right to redeem the Collateral under Section 9623 of the CUCC and waived its rights to any further notice of sale or other disposition to the extent permitted under applicable law, and agreed that Agent and Sellers are not required to give Debtor notice of any proposed sale or other disposition of the Collateral.

Pursuant to the Peaceful Foreclosure Agreement, Sellers exercised their post defaults rights under the CUCC with respect to the Collateral and subject to the terms and conditions of this Agreement, Sellers have agreed to sell to Purchaser, all of Debtor’s right, title and interest in the Collateral described on Exhibit “B” (the items Collateral described on Exhibit “B” are hereinafter referred to as the “Transferred Assets”).

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Sellers hereby agree as follows:

1.           Sale of Transferred Assets.  Upon the terms and subject to the conditions of this Agreement, in consideration of and in exchange for Sellers’ receipt of the consideration described in Section 2 hereof, Sellers agree, on the Closing Date (as defined herein), to irrevocably sell, transfer, assign, convey, and set over to Purchaser, and Purchaser agrees to purchase from Sellers, all of Debtor’s right, title and interest in the Transferred Assets, “as is”, “where is”, and without recourse, and (except as set forth in Section 7 below) without representations or warranties of any kind, express or implied, including, without limitation, any warranties as to title, possession, quiet enjoyment, merchantability, value, useful life, fitness for intended use, physical condition, non-infringement, or similar representations and warranties. Moreover, Sellers make no representation or warranty and have no liability whatsoever on behalf of Debtor or any third parties with regard to the operation, performance, nonperformance, quality, availability, completeness, validity, or accuracy of any of the Transferred Assets or the delay, error, or interruption of the flow of information in connection with use of any of the foregoing.  In addition, notwithstanding anything to the contrary contained herein or in the Bill of Sale, the Transferred Assets shall not, except to the extent permitted by applicable law, include, to the extent prohibited by any license or other agreement, any software or other licensed products that may be installed on or attached to the Transferred Assets.  On the Closing Date, Sellers and Purchaser shall execute and deliver to each other a Bill of Sale, substantially in the form attached hereto as Exhibit “C” (the “Bill of Sale”), a Patent Transfer Statement (as contemplated by 9619 of the CUCC), substantially in the form attached hereto as Exhibit “D”  (the “Patent Transfer Statement”), and a Trademark Transfer Statement (as contemplated by 9619 of the CUCC), substantially in the form attached hereto as Exhibit “E” (the “Trademark  Transfer Statement”), each executed by Sellers and Purchaser.  The sale and transfer of the Transferred Assets to Purchaser hereunder shall be made pursuant to Section 9610 of the CUCC and shall constitute a “disposition” under the CUCC.  Purchaser shall constitute and have the rights of a “transferee” under the provisions of the CUCC, including without limitation, the provisions of Section 9617 of the CUCC.

2.           Consideration.  As consideration for the sale, transfer, and conveyance of all the Transferred Assets by Sellers, Purchaser agrees:

(a)           to pay Four Hundred Thousand Dollars ($400,000) in cash (the “Purchase Price”).  The Purchase Price shall be divided into three (3) tranches in the following amounts (i) One Hundred Thirty-Five Thousand Dollars ($135,000), which shall be referred to herein as the “First Tranche” of the Purchase Price, (ii) One Hundred Thirty-Five Thousand Dollars ($135,000), which shall be referred to herein as the “Second Tranche” of the Purchase Price, and (iii) One Hundred Thirty Thousand Dollars ($130,000), which shall be referred to herein as the “Third Tranche” of the Purchase Price.  The First Tranche of the Purchase Price shall be paid at Closing (as defined below), the Second Tranche of the Purchase Price shall be due and payable on the earlier of November 15, 2010 and the closing of a Change in Control (as defined below), and the Third Tranche of the Purchase Price shall be due and payable on the earlier of December 31, 2010 and the closing of a Change in Control.  Each Tranche of the Purchase Price shall be paid by wire transfer pursuant to the wire instructions listed on Exhibit “F” or such other instructions as have been provided to Purchaser by Sellers;

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(b)           at Closing, each of VLL4, VLL5 and SVB shall be issued a warrant instrument, substantially in the form of Exhibit “G” attached hereto (each a “Warrant” and together the “Warrants”);

(c)           upon the earliest to occur of (i) commencement of pivotal Generation 2 stent human clinical trial, or (ii) the execution of any agreement between Purchaser and any Person (as defined below) anywhere in the world where Purchaser grants either exclusive, co-exclusive or non-exclusive rights to the Debtor’s bioabsorbable stent and related technology and intellectual property acquired by Purchaser pursuant to this Agreement and the documents and instruments executed and delivered in connection herewith, including but not limited, to development rights, marketing and sales rights, manufacturing rights, geographic distribution rights, or commercialization rights (as applicable, a “Partnership Agreement”) of at least $3 million in Total Value (as defined below), or (iii) the closing of a Change in Control (such earliest event being the “First Milestone”) to pay Three Hundred Thousand Dollars ($300,000) in cash (the “First Milestone Payment”) by wire transfer pursuant to the wire instructions listed on Exhibit “F” or such other instructions as have been provided to Purchaser by Sellers. Purchaser agrees to notify Sellers promptly after the First Milestone occurs (but no later than five (5) days thereafter), and to make the First Milestone Payment as soon as practical following the occurrence of the First Milestone (but no later than five (5) days thereafter);

(d)           upon the earliest to occur of (i) the first (1st) regulatory approval by any regulatory authority in a European Union (EU) member country, or (ii) the execution of a Partnership Agreement of at least $5 million in Total Value, or (iii) the closing of a Change in Control (such earliest event being the “Second Milestone”) to pay One Million Dollars ($1,000,000) in cash (the “Second Milestone Payment”) by wire transfer pursuant to the wire instructions listed on Exhibit “F” or such other instructions as have been provided to Purchaser by Sellers. Purchaser agrees to notify Sellers promptly after the Second Milestone occurs (but no later than five (5) days thereafter) and to make the Second Milestone Payment as soon as practical following the occurrence of the Second Milestone (but no later than five (5) days thereafter); and

(e)           upon the earliest to occur of (i) the first (1st) regulatory approval by the U.S. Food and Drug Administration, or (ii) the execution of a Partnership Agreement of at least $5 million in Total Value, or (iii) the closing of a Change in Control (such earliest event being the “Third Milestone”) to pay Three Million Dollars ($3,000,000) in cash (the “Third MilestonePayment” and together with First Milestone Payment and the Second Milestone Payment, the “Milestone Payments”) by wire transfer pursuant to the wire instructions listed on Exhibit “F” or such other instructions as have been provided to Purchaser by Sellers. Purchaser agrees to notify Sellers promptly after the Third Milestone occurs (but no later than five (5) days thereafter) and to make the Third Milestone Payment as soon as practical following the occurrence of the Third Milestone (but no later than five (5) days thereafter).

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As used herein, the term “Total Value” means all up-front monies received upon signing of the Partnership Agreement described in Section 2(c)(ii) and Sections 2(d)(ii) and 2(e)(ii), as applicable, plus the net present value of all future milestone payments and royalties.

As used herein, the term “Change in Control” means the first to occur of: (i)(A) except in the event Purchaser’s majority shareholder dividends its ownership position to its shareholders, the closing of any consolidation or merger of Purchaser with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of Purchaser immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization, or (B) except in the case of an equity financing of the Purchaser within six (6) months of the Closing Date where gross proceeds received by Purchaser are less than $10 million, the closing of any transaction or series of related transactions to which Purchaser is a party in which in excess of fifty percent (50%) of Purchaser’s voting power is transferred; (ii) the closing of a transaction in which Purchaser sells, leases, assigns, transfers, conveys or disposes of all or substantially all of its assets. As used herein, the term “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).

3.           Closing.  Subject to satisfaction of the conditions precedent set forth in Sections 5 and 6 below, the closing of the sale of the Transferred Assets (the “Closing”) will be held immediately following satisfaction or waiver (by the party for whose benefit such condition exists) of the conditions set forth in Sections 5 and 6.  The date on which the Closing is consummated is referred to herein as a “Closing Date.”

4.           Delivery of Possession.  Sellers shall use their commercially reasonable efforts to cause delivery of control or possession of the Transferred Assets to Purchaser as soon as practicable following Closing.

5.           Sellers’ Conditions Precedent.  Sellers’ obligations to consummate the Closing shall be conditioned upon the satisfaction or waiver of the following:

(a)           The representations, warranties, and covenants of Purchaser made herein shall have been true in all material respects when made and at all times after the date when made, to and including the Closing Date, with the same force and effect as if made on and as of each such times, including the Closing Date.

(b)           As of the Closing Date, neither the sale of the Transferred Assets by Sellers nor any of the transactions contemplated hereby is prohibited by any stay or injunction in any litigation, governmental action, or other proceeding, including, without limitation, the “automatic stay” under 11 U.S.C. § 362 in any pending case under title 11 of the United States Code by or against Debtor.

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(c)           Purchaser shall have paid the First Tranche of the Purchase Price.

(d)           Original counterparts of the Warrants shall have been duly executed and delivered by Purchaser, shall have been delivered to Agent or its counsel, shall be in full force and effect and shall be in form and substance satisfactory to Sellers.

(e)           There has not occurred any material adverse change in Purchaser.

(f)           The Closing occurs on or before October 31, 2010.

6.           Purchaser’s Conditions Precedent.  Purchaser’s obligations to consummate the Closing shall be conditioned upon the satisfaction or waiver of the following:

(a)           The representations, warranties, and covenants of Sellers made herein shall have been true in all material respects when made and at all times after the date when made, to and including the Closing Date, with the same force and effect as if made on and as of each such times, including the Closing Date.

(b)           As of the Closing Date, neither the sale of the Transferred Assets by Sellers nor any of the transactions contemplated hereby is prohibited by any stay or injunction in any litigation, governmental action, or other proceeding, including, without limitation, the “automatic stay” under 11 U.S.C. § 362 in any pending case under title 11 of the United States Code by or against Debtor.

(c)           Sellers and Purchaser shall have executed and delivered to Purchaser the Bill of Sale, the Patent Transfer Statement and the Trademark Transfer Statement.

(d)           Third party consents to the assignment of any material contracts have been obtained.

(e)           Purchaser has successfully renegotiated the Rutgers’ licenses on terms satisfactory to Purchaser.

(f)           There has not occurred any material adverse change in the Transferred Assets.

7.           Representations and Warranties of Sellers.  Except as to each Seller’s representations and warranties as to due authority and the like as expressly provided below, the Transferred Assets are being sold “as is,” and “where is” with no express or implied representation and warranties of any kind, nature, or type whatsoever from, or on behalf of, such Seller.  Notwithstanding the foregoing, each Seller severally, but not jointly, represents and warrants to Purchaser, as follows:

(a)           Such Seller (i) is duly incorporated or organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization, as applicable; and (ii) has all requisite power and authority to execute, deliver, and perform the transactions contemplated hereby.

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(b)           The execution, delivery, and performance by such Seller of this Agreement and the consummation of the transaction contemplated hereby are within the power of such Seller and have been duly authorized by all necessary actions on the part of such Seller.  The execution of this Agreement by such Seller constitutes, or will constitute, a legal valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(c)           To such Seller’s knowledge, no consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over such Seller (or any of its properties) is required for (i) such Seller’s execution and delivery of this Agreement (and each agreement executed and delivered by it in connection herewith) or (ii) the consummation by such Seller of the transactions contemplated by this Agreement (and each agreement executed and delivered by it in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable) and is still in full force and effect.

(d)           No person or entity acting on behalf of such Seller or any of its affiliates or under the authority of any of them is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from Seller or any of its affiliates in connection with any of the transactions contemplated hereby, except for Emmes Group.

(e)           Such Seller holds a security interest in the Transferred Assets, and to such Seller’s knowledge, based solely upon the results of Uniform Commercial Code search requests of the offices of the Secretary of State of the States of Delaware and California, both certified on September 16, 2010, there are no outstanding security interests of record that are superior to the security interests of such Seller in the Transferred Assets.

(f)           Debtor is in default of its obligations to such Seller, and such Seller is entitled to sell the Transferred Assets under the terms of the Loan Agreement, the provisions of the CUCC, and other applicable laws.

(g)           The disposition of the Transferred Assets effected by this Agreement and the other documents and instruments executed and delivered in connection herewith transfer to Purchaser all of Debtor’s rights therein, discharges such Seller’s security interest therein (except for new security interests granted by Purchaser as set forth in Section 13 of this Agreement), and discharges any security interests or liens subordinate to the security interest of such Seller.

(h)           Such Seller has complied in all material respects with the relevant provisions of the CUCC, including without limitation the requirements of Chapter 6 thereof, to transfer Debtor’s right, title and interest in and to the Transferred Assets to Purchaser in accordance with the provisions of this Agreement.

8.           Representations and Warranties of Purchaser.  Purchaser represents and warrants to Sellers, as follows:

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(a)           Purchaser (i) is a duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and (ii) has all requisite power and authority to execute, deliver, and perform the transactions contemplated hereby.

(b)           The execution, delivery, and performance by Purchaser of this Agreement and the consummation of the transaction contemplated hereby are within the power of Purchaser and have been duly authorized by all necessary actions on the part of Purchaser.  The execution of this Agreement by Purchaser constitutes, or will constitute, a legal valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(c)           No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Purchaser (or any of its properties) is required for (i) Purchaser’s execution and delivery of this Agreement (and each agreement executed and delivered by it in connection herewith) or (ii) the consummation by Purchaser of the transactions contemplated by this Agreement (and each agreement executed and delivered by it in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable) and is still in full force and effect.

(d)           No person or entity acting on behalf of Purchaser or Seller or any of its affiliates or under the authority of any of them is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from Purchaser or any of its affiliates in connection with any of the transactions contemplated hereby.

(e)           Purchaser has inspected and evaluated the Transferred Assets and is aware of and relies solely on the representations and warranties of Sellers contained herein and Purchaser’s knowledge of the value and condition of the Transferred Assets.  Purchaser is familiar and sophisticated with respect to the Transferred Assets.  Purchaser has conducted all inspections, reviews and/or other due diligence deemed to be necessary and appropriate by Purchaser with respect to the Transferred Assets (including with respect to any pending litigation, threatened or potential inquiry, claim, investigation, litigation, proceeding or decree by any federal, state or local authority, or administrative agency, or any private party against or relating to the Transferred Assets, including with respect to any claim that the Transferred Assets infringe any third party’s intellectual property rights), and has made an informed and independent decision with respect to this Agreement.

(f)           Sellers have not made any representation, warranty, statement of fact, or expression of opinion to Purchaser with regard to the Transferred Assets, except as stated herein, and Sellers are not now and were not previously under any duty to do so.

9.           Expenses.  Except as set forth in Section 10, each party to this Agreement shall be responsible for all costs and expenses incurred or expended in connection with the transactions contemplated by this Agreement.

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10.           Transfer Taxes.  Purchaser shall be responsible for the payment of all sales, use, value-added, gross receipts, excise, registration, stamp, duty, transfer and other similar taxes or governmental fees relating to the transfer of the Transferred Assets contemplated by this Agreement.  In addition, Purchaser shall be responsible for the payment of all costs and expenses relating to the transfer to Purchaser of the Transferred Assets (e.g., packaging, shipping, freight, delivery and the like); provided, however, that Purchaser shall not be responsible for any costs or expenses relating to the storage of the Transferred Assets or for the transfer of the Transferred Assets prior to Closing.  On the Closing Date, Purchaser shall remit to Sellers any sales tax due as a result of the transactions contemplated by this Agreement.  Sellers hereby agree to file all necessary documents with respect to such amounts in a timely manner.

11.           Notices.  Any notice or other communication provided for herein or given hereunder to a party hereto shall be in writing, and shall be deemed given when personally delivered to a party set forth below or when sent by facsimile providing a transmission confirmation (provided that such notice is immediately sent by a recognized overnight delivery service), or three (3) days after mailed by first class mail, registered, or certified, return receipt requested, postage prepaid, or when delivered by nationally-recognized overnight delivery service, with proof of delivery, delivery charges prepaid, in any case addressed as follows:

To VLL4 & VLL5:	Venture Lending & Leasing IV, Inc.
	Venture Lending & Leasing V, Inc.
	2010 North First Street, Suite 310
	San Jose, CA 95131
	Attention: Chief Financial Officer
	Fax: (408) 436-8625
To SVB:	Silicon Valley Bank
	2400 Hanover Street
	Palo Alto, CA 94304
	Attention: Bellet Eliasnia
	Fax: (650) 320-0016
To Purchaser:	Xenogenics Corporation
	68 Cumberland Street, Suite 301
	Woonsocket, RI 02895
	Tel.: (401) 762-0045
	FAX: (401) 762-0098
	Attention: W. Gerald Newmin, Chairman & CEO

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12.           Covenants of Purchaser.  Purchaser shall exercise, and shall require that all its affiliates, sub-licensees, partners, and acquirers use, Good Faith Reasonable Efforts (as defined below) in developing and commercializing Debtor’s bioabsorbable stent and related technology and intellectual property acquired by Purchaser pursuant to the terms of this Agreement and the documents and instruments executed and delivered in connection with this Agreement.  “Good Faith Reasonable Efforts” shall mean: (i) those efforts that are similar to the efforts used by medical device companies generally in relation to other products under similar commercial circumstances that have similar commercial value, status, and potential to the bioabsorbable stent of Debtor acquired by Purchaser; and, (ii) achieving the following development milestones for the Generation 2 device included in the Transferred Assets: (a) restart manufacturing and produce a device within 12 months from date of execution of this Agreement; (b) initiate an animal study within 18 months from date of execution of this Agreement; (c) make a regulatory submission to support a human use clinical trial within 24 months from date of execution of this Agreement; (d) initiate a human use clinical trial within 36 months from date of execution of this Agreement; and (e) make a regulatory submission or equivalent for marketing approval for use in humans within 48 months from date of execution of this Agreement. Purchaser agrees to promptly notify Agent after Purchaser achieves or fails to achieve each of the preceding development milestones within the specified time periods.  Upon reasonable prior notice at reasonable times during normal business hours, Purchaser hereby authorizes Agent and each Seller’s officers, employees, representatives and agents to inspect the Transferred Assets and to discuss the Transferred Assets and the records relating thereto with Purchaser’s officers.

Notwithstanding anything to the contrary contained in this Agreement, Purchaser’s failure at any time to exercise Good Faith Reasonable Efforts shall result in all Milestone Payments not already paid by Purchaser to become immediately due and payable to Sellers; provided, however, that in the event Purchaser or its affiliates, sublicensees, partners or acquirers fails to use Good Faith Reasonable Efforts developing and commercializing the bioabsorbable stent and related technology and intellectual property of Debtor acquired by Purchaser due to Technical Difficulties (as defined below) or Financial Hardship (as defined below), Purchaser or its affiliates, sublicensees, partners or acquirers can elect to: (i) pay all remaining Milestone Payments due to Sellers and continue commercialization efforts, or (ii) assign all Intellectual Property (as defined below) in favor of Sellers and cease all development and commercialization efforts. As used herein the term “Technical Difficulties” shall mean (i) reasons of force majeure, or (ii) the uncovering of an unforeseen technical problem not the result of a lack of technical skill due to the hiring of personnel inexperienced in the design, development and commercialization of stents used in interventional cardiology and peripheral vasculature applications; the term “Financial Hardship” shall mean the failure by Purchaser or its affiliates, sublicensees, partners or acquirers to maintain at all times at least $250,000 net cash; and the term “Intellectual Property” shall relate to Debtor’s stent, and related technology and intellectual property and any improvements thereof, and shall mean and include, without limitation, all: (i) copyrights, trademarks, patents, patent applications, including all issues, reissues, amendments divisions, continuations, continuations-in-part, and corresponding foreign counterparts; and (ii) product designs, documentation, drawings, schematics, formulations, SOPs, product concepts, manufacturing processes, custom manufacturing equipment designs, quality standards, clinical trial data, trade secrets, technical information relating to ongoing research and development, business strategies, marketing plans, customer lists, and financial data.

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13.          Security Interest.  To secure Sellers’ rights to receive the Second Tranche of the Purchase Price and the Third Tranche of the Purchase Price, as well as Sellers’ rights to receive the First Milestone Payment, the Second Milestone Payment and the Third Milestone Payment, Purchaser hereby grant to each Seller and Agent for the benefit of Sellers continuing security interests in all of the Transferred Assets and the Proceeds (as such terms is defined in the CUCC) thereof.  In connection with the foregoing, Purchaser authorizes Agent and/or Sellers to prepare and file any financing statements describing the Transferred Assets.  Purchaser agrees that Purchaser will do all things reasonably necessary to maintain, preserve, protect and keep the Transferred Assets in good working order, ordinary wear and tear excepted, utilize the Transferred Assets for their intended use (as the same may be modified), and use the Transferred Assets lawfully and, to the extent applicable, only as permitted by Purchaser’s insurance policies.  In addition, Purchaser agrees to (a) not create, incur, assume or permit to exist any lien, or grant any other Person a negative pledge, on any of the Transferred Assets, (b) maintain, or cause to be maintained, complete and accurate records relating to the Transferred Assets, and (c) obtain and keep in force insurance in such amounts and types as is usual in the type of business conducted by Purchaser, such insurance policies must be in form and substance satisfactory to Sellers, and shall list each Seller as an additional insured or loss payee, as applicable, on endorsement(s) in form reasonably acceptable to Sellers. Purchaser shall furnish to Sellers such endorsements, and upon Sellers’ request, copies of any or all such policies.  If an Insolvency Proceeding (as defined below) occurs with respect to Purchaser (or any successor), or Purchaser fails to timely pay the Second Tranche of the Purchase Price or the Third Tranche of the Purchase Price when due, or Purchaser fails to timely pay the First Milestone Payment or the Second Milestone Payment when due then any of the foregoing shall constitute a default and Agent and Sellers shall be entitled to exercise any or all of the rights and remedies available to a secured party under the CUCC or any other applicable law. As used herein, the term “Insolvency Proceeding” means with respect to Purchaser (or any successor) (a) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding up or relief of debtors with respect to Purchaser (or any successor), or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of Purchaser’s (or any successor’s) creditors generally or any substantial portion of its creditors, undertaken under U.S. Federal, state or foreign law, including the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.

14.          Miscellaneous.

(a)           Entire Agreement.  This Agreement, together with the schedules and exhibits attached hereto, constitutes the entire agreement of the parties hereto regarding the purchase and sale of the Transferred Assets, and all prior agreements, understandings, representations and statements, oral or written, are superseded hereby.

(b)           Captions.  Section captions used in this Agreement are for convenience only, and do not affect the construction of this Agreement.

(c)           Counterpart Execution.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart thereof and shall be deemed an original signature for all purposes

(d)           Severability.  If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained in this Agreement.

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(e)           Further Assurances.  At any time or from time to time after the Closing, Sellers shall, at the request and expense of Purchaser, execute and deliver such further instruments and documents as Purchaser may reasonably request as may be reasonably necessary to evidence or effect the consummation of the transactions contemplated by this Agreement.

(f)           Amendments and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Purchaser and Sellers.  No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(g)           Governing Law.  This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of California (without reference to conflicts of law principles).

(h)           Waiver of Trial by Jury.  SELLERS, AGENT AND PURCHASER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.  SELLERS, AGENT AND PURCHASER HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

(i)           Submission to Jurisdiction; Selection of Forum.  EACH PARTY HERETO (A) AGREES THAT IT SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN (I) THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, SAN JOSE DIVISION, OR IN THE EVENT THAT SUCH COURT LACKS SUBJECT MATTER JURISDICTION OVER THE ACTION OR PROCEEDING, (II) IN AN APPROPRIATE CALIFORNIA STATE COURT IN SAN JOSE, CALIFORNIA (SUCH FEDERAL OR STATE COURT IN SAN JOSE, CALIFORNIA IS HEREAFTER REFERRED TO AS THE “CHOSEN COURT”) AND (B) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURT, (C) WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURT, (D) WAIVES ANY ARGUMENT THAT THE CHOSEN COURT IS AN INCONVENIENT FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY THERETO, AND (E) AGREES THAT SERVICE OR PROCESS UPON ANY PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 11 OF THIS AGREEMENT.

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(j)           WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive.  The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers.  All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed.  If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief.  The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings.  The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings.  The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge.  The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a).  Nothing in this paragraph shall limit the right of any party at any time to obtain provisional remedies.  The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

(k)           Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  The word “including” shall mean “including without limitation”.

(l)           No Third-Party Beneficiaries.  This Agreement shall not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

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(m)           Successor and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.  Purchaser may not assign its rights or interests under this Agreement, or delegate all or any of its obligations or duties hereunder, without the prior written consent of Sellers.  Sellers may assign their rights and interests under this Agreement and may delegate all or any of their obligations or duties hereunder by providing Purchaser with written notice thereof.

(n)           Confidentiality.  Disclosure of the terms of this Agreement shall be governed by the Confidentiality Agreement executed prior to the date here among Purchaser and Sellers.

(o)           No Assumption of Liabilities.  For avoidance of doubt, Purchaser shall not assume any liabilities in connection with the acquisition of the Transferred Assets contemplated by this Agreement, including, without limitation, any of Debtor’s existing debts or any liabilities of Debtor arising prior to Closing.

(p)           IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY, OR ANY CUSTOMER OF PURCHASER OR OTHERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE, PROFITS, LATENT DEFECTS, LOSS OF CAPITAL, CLAIMS FOR SERVICE INTERRUPTION, COSTS AND EXPENSES INCURRED IN THE REMOVAL OF TRANSFERRED ASSETS), ARISING OUT OF OR IN CONNECTION WITH PURCHASER’S OR ITS CUSTOMERS’ OR ANY OTHER PARTY’S USE, MAINTENANCE OR OPERATION OF ANY OF THE TRANSFERRED ASSETS, IRRESPECTIVE OF THE CAUSE OF ACTION OR THEORY UPON WHICH LIABILITY FOR SUCH DAMAGES MIGHT BE ALLEGED, INCLUDING BUT NOT LIMITED TO, INFRINGEMENT, MISAPPROPRIATION, NEGLIGENCE, OR OTHER TORT, BREACH OF CONTRACT OR WARRANTY (EXPRESS OR IMPLIED), STRICT LIABILITY OR OTHERWISE, WHETHER AT LAW, IN EQUITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM FOR DAMAGES.

15.          Purchaser’s Right of Setoff.  Upon notice to Sellers specifying in reasonable detail the basis for setoff, Purchaser may setoff any amount to which it may be entitled as a result of (i) the inaccuracy of any representation or the breach of any warranty made by Sellers herein or (ii) any failure by Sellers to conduct the private disposition of the Transferred Assets in substantial compliance with Section 9610 of the CUCC, in each case, against the remaining payments due under Sections 2(a), 2(c), 2(d) and 2(e) hereof, with such setoffs to be applied ratably to the remaining payments due to Sellers at the time of such setoff.  The foregoing right of setoff shall be the exclusive monetary remedy of Purchaser with respect to claims for damages in connection with the inaccuracy of any representation or the breach of any warranty made by Sellers herein or any failure by Sellers to conduct the private disposition of the Transferred Assets in substantial compliance with Section 9610 of the CUCC.  The remedy provided in this Section 15 shall terminate on the date that is eighteen (18) months from the date hereof.

(The remainder of this page is intentionally left blank.  The signature page follows.)

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IN WITNESS WHEREOF, Purchaser, Agent and Sellers have caused this Agreement to be executed as of the day and year first above written.

SELLERS:

VENTURE LENDING & LEASING IV, INC.

By:

Name:

Its:

VENTURE LENDING & LEASING V, INC.,

as Agent and as a Seller

By:

Name:

Its:

SILICON VALLEY BANK

By:

Name:

Its:

PURCHASER:

XENOGENICS CORPORATION

By:

Name: W. Gerald Newmin

Its: Chairman & CEO

EXHIBIT “A”

COPY OF PEACEFUL FORECLOSURE AGREEMENT

September 29, 2009

VIA EMAIL

Bioabsorbable Therapeutics, Inc.

Re:         Repossession of Collateral

Ladies and Gentlemen:

Reference is made to the Loan and Security Agreement and Supplement thereto, both dated as of March 18, 2008 (referred to herein together, and as the same have been amended, restated, supplemented and modified from time to time, as the “Loan Agreement”), among Bioabsorbable Therapeutics, Inc. (“Borrower”), Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”) and Silicon Valley Bank (“SVB”).  VLL4, VLL5 and SVB are sometimes referred to hereinafter collectively, as the “Lenders” and VLL5, in its capacity as collateral agent for the Lenders under the Loan Agreement is sometimes referred to herein as “Agent.”  All capitalized terms not otherwise defined in this letter have the meanings ascribed to them in the Loan Agreement

Under the terms of the Loan Documents, Borrower granted to each Lender and Agent for the benefit of the Lenders security interests in all existing and after acquired personal property of Borrower, including, but not limited to, all accounts, contract rights, general intangibles, intellectual property, inventory, equipment, fixtures, securities, investment property, cash, deposit accounts, goods and any interests therein and all proceeds of the foregoing (defined in the Loan Agreement as the “Collateral”), as security for Borrower’s obligations and indebtedness under the Loan Agreement and the other Loan Documents (the “Obligations”).

This agreement for peaceful re-possession and foreclosure is entered into with respect to the Loan Agreement, under which Borrower is presently in default.  In the course of discussions among Borrower and Lenders over the past several months, Borrower has indicated that it has made extensive efforts, without success, to find an acquirer for Borrower or its assets and to raise additional capital, and that Borrower’s existing investors are unwilling to provide any new financing.  Due to the inability to obtain additional equity or debt financing, Borrower has ceased operations.  Borrower does not have the ability to pay all of its Obligations to Lenders under the Loan Agreement or to its trade creditors.  Borrower’s Board of Directors has determined that there is not likely to be any value for equity holders, and that it is in the best interest of Borrower’s creditors to wind down operations and minimize further expenses.

In consideration of the foregoing, the parties hereto agree as follows:

1.           Borrower is now in default of its Obligations to Lenders, including defaults under Sections 7.1(a) and 7.1(c) of the Loan Agreement, and as a result of such defaults all Obligations of Borrower to each Lender are now due and payable in full.  Without limiting the effect of prior notices of default and acceleration to Borrower, each Lender hereby confirms and declares such Events of Default exist, and accelerates all of the Obligations.

2.           As of the date hereof, the aggregate outstanding amount of Borrower’s Obligations to VLL4 is approximately $1,219,628.10, the aggregate outstanding amount of Borrower’s Obligations to VLL5 is approximately $1,219,628.10, and the aggregate outstanding amount of Borrower’s Obligations to SVB is approximately $946,168.56.  Such amounts exclude any interest, costs, expenses, and professional fees which may have been incurred or may hereafter accrue.  Borrower and Lenders have reason to believe, based on Borrower’s having engaged the services of an investment banker to find an acquirer for Borrower or its assets, that the aggregate value realizable for the Collateral is substantially less than the aggregate amount of the Obligations presently due and owing to Lenders under the Loan Documents.

3.           Pursuant to the provisions of the Loan Documents and Division 9 of the California Commercial Code (“CUCC”), Borrower shall immediately, following demand from Agent or the Lenders, either make available or deliver to Agent and Lenders, as secured parties: (i) custody and possession of all of the Collateral whether located at 959 Hamilton Ave., Menlo Park, CA 94025 (the “Premises”) or elsewhere, including receivables collections, cash on hand and on deposit in banks, all securities (including share certificates for each subsidiary of Borrower, if any), and all equipment, software, source code and related documentation; and (ii) all books and records pertaining to the Collateral of all types, wherever located, including any computer records (including passwords and source codes) and books concerning accounts receivable, for the purpose of collecting and holding the same, preparing the Collateral for collection, sale or other disposition, and conducting such sale or disposition, provided that Borrower, upon reasonable notice and for a proper purpose, shall have access to, and the ability to make copies of, such records and books.

4.           Borrower hereby authorizes Agent and each Lender, directly or through their agents, to obtain possession of all inventory, goods, fixtures, equipment and other Collateral for the purposes of: (a) taking custody and possession of the Collateral; (b) operating and using the Collateral to finish work in progress, and to convert raw materials to finished goods; (c) operating the Collateral for the purpose of maintaining and preserving its value and physical condition; and (d) preparing the Collateral for sale or other disposition, and conducting such sale or other disposition pursuant to such Lender’s rights under the Loan Agreement and applicable law. In furtherance of the foregoing, Borrower authorizes Agent and each Lender, directly or through their agents, to enter into and use any business premises, subject to the terms of any lease therefor, but without any payment to Borrower for use and occupancy.  Agent and Lenders may contact the landlord/agent/operator for the Premises or any other location at which the Collateral is located in order to work with such person to secure the Collateral.

5.           Borrower authorizes Agent and Lenders (but only to the extent that Borrower has the right to do so), in their sole discretion, to change the locks on any business premises, to inform any security or burglar alarm system agency of its right to use the Premises, to post a guard on the Premises, to arrange for such fire and other insurance coverages as any one of them deems appropriate, to remove the Collateral from any premises, to move the Collateral to a safe location, to do such other acts as they reasonably deems necessary to protect the Collateral from damage or waste, and to secure their possession and custody thereof, all as reasonable expenses of retaking and preparing the Collateral for sale or disposition.

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6.           Borrower acknowledges that, except as otherwise expressly agreed herein, Agent and Lenders have no other duty with respect to custody and care of the Collateral other than their duty under applicable law to use reasonable care in the custody and preservation of the same, and that Agent and each Lender has no responsibility for any tangible Collateral until physical possession thereof has been taken.  Agent and Lenders shall have no obligation to maintain or preserve the rights of Borrower in the Collateral against the claims of third parties.

7.           Borrower hereby acknowledges that Agent and each Lender has not made any commitment with respect to its method of disposing of the Collateral other than their obligations under California law to do so in a commercially reasonable manner to the extent required under the CUCC.  Borrower hereby waives its rights to notice of any private sale under Section 9611 of the CUCC, and waives its right to redeem the Collateral under Section 9623 of the CUCC.  Notwithstanding any other provision of the Loan Documents with respect to notice, Borrower hereby waives any further notice of sale or other disposition to the extent permitted under applicable law, and agrees that Agent and Lenders shall not be required to give Borrower notice of any proposed sale, lease, election to retain, or other disposition of the Collateral.

8.           This agreement shall in no way impair or limit any rights or remedies which Agent and Lenders may have under the Loan Documents or applicable law, all of which are cumulative and not alternative, including, without limitation, rights and remedies which they may have against the Collateral.  Agent and each Lender hereby reserves all of its rights described in the preceding sentence.  Nothing in this agreement shall limit Agent’s and each Lender’s rights to take possession of, or any of Agent’s and such Lender’s other rights with respect to, the Collateral, including Collateral covered by any financing statement filed pursuant to the CUCC or the Uniform Commercial Code adopted in any jurisdiction.  Agent, Lenders and Borrower agree that all cash from collections and realizations upon Collateral shall be applied to payment and satisfaction of the Obligations in the manner prescribed in the Loan Agreement and by applicable law, and that if and to the extent Lenders receive upon sale or other disposition of the Collateral any noncash consideration, such as promissory notes or illiquid securities of a purchaser, it shall not be commercially unreasonable for Lenders to hold such noncash consideration until the same can be reduced to cash in a commercially reasonable manner, at which time Lenders shall apply such proceeds to the remaining outstanding Obligations and pay over the excess, if any, to Borrower or such other person(s) as may be entitled thereto in accordance with applicable law.

9.           Borrower hereby agrees that, in consideration of the facts recited herein, the forbearances previously provided to Borrower and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in the event that:

(a)           Borrower (i) hereafter files with any bankruptcy court of competent jurisdiction or becomes the subject of any petition under Title 11 of the United States Code, as amended, (ii) becomes the subject of any order for relief issued under such Title 11 of the United States Code, as amended, (iii) files or becomes the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency or other relief for debtors, (iv) seeks or consents to or acquiesces in the appointment of any trust, receiver or liquidater for itself or for any substantial portion of its assets, (v) becomes the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a petition filed against such party for any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency or relief for debtors; and

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(b)           as a result of any of the matters set forth in (a) above, Agent’s and Lenders’ ability to repossess and/or compete a private sale or sale at foreclosure or other conveyance of the Collateral or to exercise or enforce any of its or their rights or remedies under the Loan Documents at law or in equity is interfered with, impeded or otherwise impaired because of a stay of such repossession, sale or conveyance in such proceeding, then in any such event Borrower agrees that Agent and Lenders have good cause for relief from any automatic stay imposed by Section 362 of Title 11 of the United States Code, as amended, or otherwise, on or against the exercise of the rights and remedies otherwise available to Agent and Lenders as provided in the Loan Documents or as otherwise provided by law, and in the event of the occurrence of any of the events described in clauses (a)(i) through (a)(v) above, Borrower will not take any action to impede, restrain or restrict Agent’s and Lenders’ rights and remedies under this agreement or otherwise, whether under Sections 105 or 362 of Title 11 of the United States Code or otherwise. In addition, Borrower waives the right to extend the one hundred twenty (120) day period under which a debtor has the exclusive right to file a plan of reorganization in any case involving it as debtor under Title 11 of the United States Code.

10.           If at any time after the deemed payment or performance of the Obligations, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by any Lender, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise then Borrower’s Obligations under the Loan Agreement shall be reinstated and revived, all as though such acceptance, foreclosure, payment or performance had not been made.

11.           In consideration of the forbearances previously provided to Borrower, Borrower hereby, for itself, its affiliates, partners, agents, successors, administrators and assigns, releases, acquits and forever discharges Agent and each such Lender, their past or present directors, managers, officers, employees, agents, affiliates, attorneys, shareholders, successors and assigns (“Released Parties”), and each of them, separately and collectively, of and from any and all claims, actions, causes of action, counterclaims, liabilities, suits, debts, offsets, setoffs, losses, liens, demands, rights, obligations, defenses, damages, costs, attorneys’ fees, interest, loss of service, expenses and compensation, known or unknown, fixed or contingent, and defenses of every nature and kind whatsoever existing as of the date hereof (“Claims”), which Borrower might have had in the past, or now has, including, without limitation, any Claims relating to and in any way connected with: the Loan Agreement, the Loan Documents, the related agreements thereto, and the lending relationship between Borrower and the Released Parties as of the date hereof, but excluding any claims relating to Agent’s or such Lender’s breach of this agreement or claims arising after the date of this agreement.

Furthermore, Borrower further agrees never to commence, aid or participate in, either directly or indirectly (except to the extent required by order or legal process issued by a court or governmental agency of competent jurisdiction) any legal action, defense or other proceeding based in whole or in part on the Claims being waived hereunder.

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Borrower expressly understands and acknowledges that it is possible that unknown losses or Claims exist or that present losses or Claims may have been understated in amount or severity, and it explicitly took that into account in determining the consideration to be given for this release, and a portion of said consideration and the mutual covenants contained herein, having been bargained for between the parties with the knowledge of the possibility of such unknown Claims, were given in exchange for a full accord, satisfaction and discharge of all such Claims. Consequently, in furtherance of this general release, Borrower acknowledges and waives the benefits of California Civil Code section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any jurisdiction) which provides:

A GENERAL RELEASE DOES NOT EXTEND TO ANY CLAIM WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXISTS IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Borrower agrees that the agreements contained herein are intended to be in full satisfaction of any alleged injuries or damages of Borrower.  Borrower has consulted with legal counsel prior to signing this release or has had an opportunity to obtain such counsel and knowingly chose not to do so, and execute such release voluntarily with the intention of fully and finally extinguishing all disputes between the parties hereto.

Borrower acknowledges that it is relying on no written or oral agreement, representation or understanding of any kind made by Agent and Lenders or any employee, attorney or agent of Agent or Lenders.

12.           Borrower hereby represents and warrants to Agent and the Lenders that: Borrower has full corporate power and authority to execute and deliver this agreement, and to perform the obligations of its part to be performed hereunder; Borrower has taken all necessary action, corporate or otherwise, to authorize the execution and delivery of this agreement; no consent, approval or authorization of any person or entity (other than any of the foregoing as has been obtained by Borrower) is or will be required in connection with the execution or delivery by Borrower of this agreement; and this agreement is, or upon delivery hereof to Lenders will be, the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.  Each of Agent and Lenders hereby represents and warrants to Borrower that: it has full corporate power and authority to execute and deliver this agreement, and to perform the obligations of its part to be performed hereunder; it has taken all necessary action, corporate or otherwise, to authorize the execution and delivery of this agreement; no consent, approval or authorization of any person or entity (other than any of the foregoing as has been obtained by it) is or will be required in connection with the execution or delivery by it of this agreement; and this agreement is, or upon delivery hereof to Borrower will be, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.

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13.           This agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any party may execute this agreement by facsimile signature or scanned signature in PDF format, and any such facsimile signature or scanned signature, if identified, legible and complete, shall be deemed an original signature and each of the parties is hereby authorized to rely thereon.  This agreement shall be governed by the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction.

remainder of this page intentionally left blank; signature page follows

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If you agree to the terms of this agreement, please indicate your agreement by signing and returning the enclosed copy of this letter.

Very truly yours,
VENTURE LENDING & LEASING IV, INC.
By:	/s/
Name: Maurice Werdegar
Title: President
VENTURE LENDING & LEASING V, INC.
By:	/s/
Name: Maurice Werdegar
Title: President
SILICON VALLEY BANK
By:
Name:
Title:

ACKNOWLEDGED AND AGREED:

BIOABSORBABLE THERAPEUTICS, INC.

By:

Name:

Title:

If you agree to the terms of this agreement, please indicate your agreement by signing and returning the enclosed copy of this letter.

Very truly yours,
VENTURE LENDING & LEASING IV, INC.
By:
Name:
Title:
VENTURE LENDING & LEASING V, INC.
By:
Name:
Title:
SILICON VALLEY BANK
By:	/s/
Name:Bellet Elirsnia
Title: Advisor III

ACKNOWLEDGED AND AGREED:

BIOABSORBABLE THERAPEUTICS, INC.

By:

Name:

Title:

If you agree to the terms of this agreement, please indicate your agreement by signing and returning the enclosed copy of this letter.

Very truly yours,

VENTURE LENDING & LEASING IV, INC.

By:

Name:

Title:

VENTURE LENDING & LEASING V, INC.

By:

Name:

Title:

SILICON VALLEY BANK

By:

Name:

Title:

ACKNOWLEDGED AND AGREED:
BIOABSORBABLE THERAPEUTICS, INC.
By:	/s/
Name:	Patrick Rivelli
Title:	President and CEO

EXHIBIT “B”

TRANSFERRED ASSETS

The term “Transferred Assets” is defined on Exhibit A to the Bill of Sale attached as Exhibit “C” to this Agreement.

Bioabsorbable Therapeutics, Inc.

Matter Number	Country	Case Type	Status	Application No.	Filing Date	Title	Remarks	Inventors
589318001/00	European Patent Convention	PCT	Published	7753611.8	20-Mar-2007	IMPROVED POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL DEVICES	This application is based on PCT/US2007/007001 filed 03/20/2007 which is based on USSN 11/389,434 filed 03/23/2006. 07/23/09- CPA’s confirmation of payment/renewal certificate [5/28/09]	Varshney, Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick A.
									Action Due	DueDate
									Annuity Due	20-Mar-2010
589318001/00	Patent Cooperation Treaty	ORD	National	PCT/US2007/007001	20-Mar-2007	IMPROVED POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL DEVICES	EPO Allotted Application No. 07753611.8 This application is based on USSN 11/389,434 filed 03/23/2006.	Varshney, Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick A.
589318001/	United States of America	ORD	Abandoned	11/389,434	23-Mar-2006	IMPROVED POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL DEVICES	Allow to lapse in favor of CON 12/484,102 filed 06/12/2009 - 06/16/2009.	Varshney, Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick A.
Assignment Date: June 19, 2006        Reel/Frame: 017819/0451
589318001/00	United States of America	CON	Pending	12/484,102	12-Jun-2009	IMPROVED POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL DEVICES	The US examiner has indicated the claims have been allowed. This application is a CON of USSN 11/389,434 filed 03/23/2006.	Varshney, Sunil K.; Hnojewyj, Olexander; Zhang, Jianxin; Rivelli, Patrick A.
589318002/00	Patent Cooperation Treaty	ORD	Expired	PCT/US2007/015811	10-Jul-2007	DRUG DELIVERY POLYANHYDRIDE COMPOSITION AND METHOD	Rec’d client instructions to wait for the 31- Months (Feb. 14, 2009) for further instruction - 01/12/2009. This application is based on USSN 11/486,501 filed 07/14/2006.	Hnojewyj, Olexander; Rivelli Jr., Patrick; Shaffer, Tony B.

Matter Number	Country	Case Type	Status	Application No.	Filing Date	Title	Remarks	Inventors
589318002/	United States of America	ORD	Published	11/486,501	14-Jul-2006	DRUG DELIVERY POLYANHYDRIDE COMPOSITION AND METHOD		Hnojewyj, Olexander; Rivelli Jr., Patrick; Shaffer, Tony B.
									ActionDue	DueDate 23-Sep-2009 23-Oct-2009 23-Nov-2009
									File Response [PTA]
									File Response (1st ext) [PTA]
									File Response (2nd ext) [PTA]
									File Resp (2-wk adv to Final)	09-Dec-2009
									File Response [PTA] LD	23-Dec-2009
									File Pet. to Revive (1-mo adv)	23-Aug-2010

Matter Number	Country	Case Type	Status	Application No.	Filing Date	Title	Remarks	Inventors
									File Petition to Revive	23-Sep-2010
Assignment Date: July 14, 2006          Reel/Frame: 018112/0074
589318003/00	Canada	PCT	Pending	2667325	23-Oct-2007	A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER	This application is based on PCT/US2007/022540 filed 10/23/2007 which is based on USSN 60/853,847 filed 10/23/2006.	Hnojewyj, Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung, David
									ActionDue	DueDate 23-Oct-2009 23-Oct-2012
									Annuity Due
									Request Exam. (Deadline)
589318003/00	European Patent Convention	PCT	Published	7867274.8	23-Oct-2007	A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER	This application is based on PCT/US2007/022540 filed 10/23/2007 which is based on USSN 60/853,847 filed 10/23/2006.	Hnojewyj, Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung, David
									ActionDue	DueDate 23-Oct-2009 15-Jan-2010
									Annuity Due
									Record in Hong Kong Deadline
589318003/00	Japan	PCT	Pending	2009534632	23-Oct-2007	A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER	Bioabsorbable ID No. 509114767 This application is based on PCT/US2007/022540 filed 10/23/2007 which is based on USSN 60/853,847 filed 10/23/2006.	Hnojewyj, Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung, David
									ActionDue	DueDate
									Deferred Exam	23-Oct-2010
									Request Exam. Deadline	23-Oct-2010
									Request Exam. (Deadline)	23-Oct-2014

Matter Number	Country	Case Type	Status	Application No.	Filing Date	Title	Remarks	Inventors
589318003/00	Patent Cooperation Treaty	ORD	National	PCT/US2007/022540	23-Oct-2007	A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER	Rec’d client instructions to file in CA, EP, JP and US - 04/10/2009. This application is based on USSN 60/853,847 filed 10/23/2006.	Hnojewyj, Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung, David
589318003/	United States of America	PRO	Expired	60/853,847	23-Oct-2006	A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER		Hnojewyj, Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung, David
Assignment: September 21, 2007        Reel/Frame: 019861/0916
589318003/00	United States of America	PCT	Pending	12/446,498	21-Apr-2009	A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER	This application is based on PCT/US2007/022540 filed 10/23/2007 which is based on USSN 60/853,847 filed 10/23/2006.	Hnojewyj, Olexander; Rivelli, Patrick A.; Shaffer, Tony B.; Cheung, David
589318005/  00	Patent Cooperation Treaty	ORD	Published	PCT/US2009/000187	12-Jan-2009	BRAIDED, BIODEGRADABLE STENTS AND METHODS	This application is based on USSN 61/020,636 filed 01/11/2008.	Hnojewyj, Olexander; Rivelli Jr., Patrick; Ophir, Zohar; Jaffe, Michael; Shaffer, Tony B.; Leopold, Phillip M.; Leopold, Andrew R.; Cheung, David

Matter Number	Country	Case Type	Status	Application No.	Filing Date	Title	Remarks	Inventors
									ActionDue	DueDate 11-Sep-2009 11-Oct-2009
									Chapter I Due(Nat’l Filing)
									1st Opinion from PCT
									Article 34 Amendments Due	11-Nov-2009
									Chapter II/Exam Fee Due Rule54	11-Nov-2009
									2nd Opinion from PCT	11-Dec-2009
									Final Response to Opinions	11-Feb-2010
									Examination Report from PCT	11-May-2010
									Chapter I Due (Extended)	11-Jul-2010
									Chapter II Due (Nat’l Filing)	11-Jul-2010
									Chapter II 31st Month Deadline	11-Aug-2010
589318005/	United States of America	PRO	Form Filed	61/020,636	11-Jan-2008	BRAIDED, BIODEGRADABLE STENTS AND METHODS	Rec’d client instructions to filed a U.S. Utility and a PCT application choosing the EPO as the ISA - 11/25/2008.	Hnojewyj, Olexander; Rivelli Jr., Patrick; Ophir, Zohar; Jaffe, Michael; Shaffer, Tony B.; Leopold, Phillip M.; Leopold, Andrew R.; Cheung, David
Matter Number	Country	Case Type	Status	Application No.	Filing Date	Title	Remarks	Inventors
589318005/00	United States of America	PRO	Pending	61/143,883	12-Jan-2009	BRAIDED, BIODEGRADABLE STENTS AND METHODS		Hnojewyj, Olexander; Rivelli Jr., Patrick; Ophir, Zohar; Jaffe, Michael; Shaffer, Tony B.; Leopold, Phillip M.; Leopold, Andrew R.; Cheung, David
									ActionDue	DueDate
									Corrected App. Due from Client	12-Dec-2009
									US Filing Deadline	12-Jan-2010
									Foreign Filing Deadline	12-Jan-2010

ADDITIONAL TRANSFERRED ASSETS

All Manufacturing Records including but not limited to SOPs, Subassembly, Raw Material and Finished Product manufacturing records, and all QA/QC, Product Packaging Procedures.

All Laboratory Notebooks, Formulation Procedures, and Product Designs.

All Animal and Human Clinical Trial Data, Regulatory Agency Submissions, and Adverse Event Records.

All Vendor Lists, Inventory Records, Parts Lists.

The Computer Server of Bioabsorbable Therapeutics, Inc.

All other property whether intangible or tangible that may be in the possession of Sellers.

EXHIBIT “C”

BILL OF SALE

Pursuant to § 9610 of the California Commercial Code, and in exchange for the consideration provided under Section 4 of the FS Agreement (as defied below), Venture Lending & Leasing IV, Inc., Venture Lending & Leasing V, Inc. and Silicon Valley Bank (collectively “Sellers”) do hereby sell, transfer and deliver to Xenogenics Corporation, a Nevada corporation (hereinafter “Purchaser”), all of the rights of Bioabsorbable Therapeutics, Inc., a Delaware corporation (“Debtor”), to certain of the assets of Debtor, which are more particularly described in Exhibit “A” attached to this Bill of Sale. Said assets shall hereinafter be referred to as the “Transferred Assets.”

The sale transfers to Purchaser all of Debtor’s right, title and interest in and to the Transferred Assets free and clear of any and all security interests of Sellers and any security interest or lien subordinate thereto.

EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THAT CERTAIN FORECLOSURE SALE AGREEMENT AMONG SELLERS AND PURCHASER DATED SEPTEMBER __, 2010 (“FS AGREEMENT”), THE TRANSFERRED ASSETS ARE TRANSFERRED WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO TITLE, POSSESSION, QUIET ENJOYMENT, MERCHANTABILITY, VALUE, USEFUL LIFE, FITNESS FOR INTENDED USE, PHYSICAL CONDITION, NON-INFRINGEMENT OR SIMILAR REPRESENTATIONS AND WARRANTIES FROM, OR ON BEHALF OF, SELLERS. PURCHASER HEREBY AGREES THAT THE TRANSFERRED ASSETS ARE BEING PLACED AT PURCHASER’S DISPOSAL IN “AS IS” AND “WHERE IS” CONDITION.

Except as provided in the FS Agreement, Purchaser acknowledges that it has not relied upon any representations of Sellers, except as may specifically be provided herein, and that it has examined the validity, quantity, quality and value of the Transferred Assets and has accepted the same without recourse to Sellers and Sellers disclaim any representation or warranty that particular property described on Exhibit “A” exists, in whole or in part, or is in a form usable to Purchaser.

IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY, OR ANY CUSTOMER OF PURCHASER OR OTHERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE, PROFITS, LATENT DEFECTS, LOSS OF CAPITAL, CLAIMS FOR SERVICE INTERRUPTION, COSTS AND EXPENSES INCURRED IN THE REMOVAL OF TRANSFERRED ASSETS), ARISING OUT OF OR IN CONNECTION WITH BUYER’S OR THEIR CUSTOMERS’ OR ANY OTHER PARTY’S USE, MAINTENANCE OR OPERATION OF ANY OF THE TRANSFERRED ASSETS, IRRESPECTIVE OF THE CAUSE OF ACTION OR THEORY UPON WHICH LIABILITY FOR SUCH DAMAGES MIGHT BE ALLEGED, INCLUDING BUT NOT LIMITED TO, INFRINGEMENT, MISAPPROPRIATION, NEGLIGENCE, OR OTHER TORT, BREACH OF CONTRACT OR WARRANTY (EXPRESS OR IMPLIED), STRICT LIABILITY OR OTHERWISE, WHETHER AT LAW, IN EQUITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM FOR DAMAGES.

As between Sellers and Purchaser only, in addition to all the consideration paid hereunder, Purchaser shall be liable for all sales, use, excise, stamp, documentary, filing, recording, transfer or similar fees or taxes and shall hold Sellers harmless from any cost relating thereto.

All aspects of this agreement, including construction, validity and performance of this agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of California.  The Purchaser agrees to submit to the exclusive jurisdiction of the state and Federal courts located in County of Santa Clara, State of California.

[Signatures on the Following Page]

Executed at San Jose, California and Woonsocket, Rhode Island this __ day of September, 2010.

“Sellers”

VENTURE LENDING & LEASING IV, INC.

By:

Name:

Its:

VENTURE LENDING & LEASING V, INC., as Agent and as a Seller

By:

Name:

Its:

SILICON VALLEY BANK

By:

Name:

Its:

THE FOREGOING IS AGREED AND ACCEPTED:

XENOGENICS CORPORATION

By:

Name: W. Gerald Newmin

Its: Chairman & CEO

Exhibit “A”

To

Bill of Sale

The term “Transferred Assets” means all right, title and interest of Debtor in and to the following items of personal property in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached: all of the tangible and intangible assets of Debtor that were used in or related to Debtor’s business of researching, developing and producing bioabsorbale stents (the “Business”), including, without limitation, all of Debtor’s right, title and interest in and to the following property that were used in or related to the Business: (a) all Equipment; (b) all General Intangibles; (c) all Inventory; (d) all other Goods and personal property of Debtor, whether tangible or intangible, now owned or existing, leased, consigned by or to, Debtor and wherever located; (e) all Records; and (f) all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.

Capitalized terms used in this Exhibit “A” are defined as follows:

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached.

“Copyrights” means all of the following in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached: (i) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof or of any other country; (ii) all registrations, applications and recordings in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country; (iii) all continuations, renewals or extensions thereof; and (iv) any registrations to be issued under any pending applications.

“Equipment” means any “equipment,” as such term is defined in the UCC, in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached (including the items listed on Schedule 1 to this Exhibit), and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“General Intangibles” means any “general intangibles,” as such term is defined in the UCC, in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached and, in any event, shall include, without limitation, all right, title and interest that Debtor may now have in or under any contract, all customer lists, Copyrights, Trademarks, Patents, websites, domain names, and all applications therefor and reissues, extensions, or renewals thereof, other rights to Intellectual Property, interests in partnerships, joint ventures and other business associations, Licenses, permits, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, recipes, experience, processes, models, drawings, materials and records, goodwill (including, without limitation, the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License), claims in or under insurance policies, including unearned premiums, rights to sue for past, present and future infringement of Copyrights, Trademarks and Patents, rights of indemnification.

“Goods” means any “goods,” as such term is defined in the UCC, in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached.

“Inventory” means any “inventory,” as such term is defined in the UCC, wherever located, in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached, and, in any event, shall include, without limitation, all inventory, goods and other personal property that are held by or on behalf of Debtor for sale or lease or are furnished or are to be furnished under a contract of service or that constitute raw materials, work in process or materials used or consumed or to be used or consumed in Debtor’s business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not the same is in transit or in the constructive, actual or exclusive possession of Debtor or is held by others for Debtor’s account, including, without limitation, all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all such property that may be in the possession or custody of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other persons.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached, and any renewals or extensions thereof.

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached.

“Patents” means all of the following property in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached: (a) all letters patent of, or rights corresponding thereto in, the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto in, the United States or any other country, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country; (b) all reissues, continuations, continuations-in-part or extensions thereof; (c) all petty patents, divisionals, and patents of addition; and (d) all patents to be issued under any such applications.

“Records” means, to the extent related to or evidencing the Transferred Assets, all Debtor’s computer programs, software, hardware, source codes and data processing information, all written documents, books, invoices, ledger sheets, financial information and statements, and all other writings concerning the Business in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached.

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached.

“Trademarks” means all of the following property in existence and owned by Debtor as of the date of the Bill of Sale to which this Exhibit is attached: (a) all trademarks, tradenames, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and any applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof and (b) reissues, extensions or renewals thereof.

“UCC” means the Uniform Commercial Code as in effect in the State of California as of the date of this Bill of Sale.  Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings given to them in the UCC.

Executed at San Jose, California and Woonsocket, Rhode Island this __ day of September, 2010.

“Sellers”

VENTURE LENDING & LEASING IV, INC.

By:

Name:

Its:

VENTURE LENDING & LEASING V, INC., as Agent and as a Seller

By:

Name:

Its:

SILICON VALLEY BANK

By:

Name:

Its:

THE FOREGOING IS AGREED AND ACCEPTED:

XENOGENICS CORPORATION

By:

Name: W. Gerald Newmin

Its: Chairman & CEO

Schedule 1

[see attachment hereto]

SECRETARY OF STATE

STATE OF CALIFORNIA

Search Certificate

SEARCH REQUESTED ON: 09/16/2010

Organization Debtor: BIOABSORBABLE THERAPEUTICS, INC.

Address: NOT SPECIFIED

Date Range From: NOT SPECIFIED

Search: ALL

The undersigned Filing Officer hereby certifies that there are no active financing statements, tax liens, attachment liens, or judgement liens on file in my office reflecting the above Debtor as of 09/07/2010 at 1700 hours.

The search results herein reflect only the specific information requested. The results of this Debtor search will not reflect variances of this name. If the Debtor is known under other personal names, trade names, business entities, or addresses, separate searches of these names will have to be requested and conducted. The Secretary of State, his officers and agents disclaim any and all liability for claims resulting from other filings on which the name of the Debtor can be found in any other form than which was requested.

Debra Bowen

Secretary of State

EXHIBIT “D”

PATENT TRANSFER STATEMENT

PATENT TRANSFER STATEMENT

(under Uniform Commercial Code Section 9-619)

WHEREAS, Bioabsorbable Therapeutics, Inc., a Delaware corporation (“BTI”), is the registered owner of certain patents registered and patents applications pending in the United States Patent and Trademark Office, (hereinafter collectively referred to as the “Patents” and “Applications”), all of which are set forth on the Schedule attached hereto;

WHEREAS, BTI previously granted to each of Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”) and Silicon Valley Bank (“SVB” and sometimes being referred to herein together with VLL4 and VLL5 as “Secured Parties” and individually as a “Secured Party”) security interests in all of BTI’s right, title and interest in and to all general intangibles and other personal property owned by BTI, including the Patents and Applications, as security for certain loans which are in default;

WHEREAS, BTI has defaulted in connection with its secured obligations to Secured Parties;

WHEREAS, each Secured Party has exercised its post-default rights of foreclosure of its security interests in and to the Patents and Applications; and

WHEREAS, by reason of the exercise of such post-default remedies, all rights of BTI in and to the Patents and Applications have been acquired by Xenogenics Corporation, a Nevada corporation (“Transferee”).

NOW, THEREFORE, in accordance with Section 9619(b) of the California Commercial Code, Transferee is entitled to a transfer of record of all rights of BTI in the Patents and Applications, and request is hereby made that the Commissioner of Patents and Trademarks and the United States Patent and Trademark Office accept the foregoing transfer statement and promptly amend its records to reflect the aforesaid transfer to Transferee.

The mailing address of BTI, Secured Parties and the Transferee are as follows:

BTI:	Bioabsorbable Therapeutics, Inc. c/o Western Technology Investment 2010 North First Street, Suite 310 San Jose, CA 95131 Attention: Chief Financial Officer
Secured Parties:	Venture Lending & Leasing V, Inc., as Agent 2010 North First Street, Suite 310 San Jose, CA 95131 Attn: Chief Financial Officer
Transferee:	Xenogenics Corporation 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 Tel.: (401) 762-0045 FAX: (401) 762-0098 Attention: W. Gerald Newmin, Chairman & CEO

This instrument may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.  This instrument may be executed by facsimile signature, and such signature shall be treated as a fully enforceable signature hereto.

[Signature pages follow]

IN WITNESS WHEREOF, each Secured Party and Transferee has caused its name to be signed by a duly authorized representative this day of  , 2010.

SECURED PARTIES:

VENTURE LENDING & LEASING IV, INC.

By:

Name:

Title:

VENTURE LENDING & LEASING V, INC.

By:

Name:

Title:

SILICON VALLEY BANK

By:

Name:

Title:

TRANSFEREE:

XENOGENICS CORPORATION

By:

Name: W. Gerald Newmin

Title: Chairman & CEO

Schedule of Patents and Applications

Description	Registration/Serial Number	Registration/Application Date
IMPROVED POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL DEVICES	PCT/US2007/007001	20-MAR-2007
IMPROVED POLYANHYDRIDE POLYMERS AND THEIR USES IN BIOMEDICAL DEVICES	11/389,434	23-MAR-2006
DRUG DELIVERY POLYANHYDRIDE COMPOSITION AND METHOD	PCT/US2007/015811	10-JUL-2007
DRUG DELIVERY POLYANHYDRIDE COMPOSITION AND METHOD	11/486,501	14-JUL-2006
A DRUG-RELEASE COMPOSITION HAVING A THERAPEUTIC CARRIER	PCT/US2007/022540	23-OCT-2007
BRAIDED, BIODEGRADABLE STENTS AND METHODS	61/020,636	11-JAN-2008

EXHIBIT “E”

TRADEMARK TRANSFER STATEMENT

TRADEMARK TRANSFER STATEMENT

(under Uniform Commercial Code Section 9-619)

WHEREAS, Bioabsorbable Therapeutics, Inc., a Delaware corporation (“BTI”), is the registered owner of certain trademarks and service marks registered and pending in the United States Patent and Trademark Office, pending foreign trademark applications, and common law trademarks and service marks (hereinafter collectively referred to as the “Marks”), all of which are set forth on the Schedule attached hereto;

WHEREAS, BTI previously granted to each of Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”) and Silicon Valley Bank (“SVB” and sometimes being referred to herein together with VLL4 and VLL5 as “Secured Parties” and individually as a “Secured Party”)security interests in all of BTI’s right, title and interest in and to all general intangibles and other personal property owned by BTI, including the Marks as security for certain loans which are in default;

WHEREAS, BTI has defaulted in connection with its secured obligations to SecuredParties;

WHEREAS, each Secured Party has exercised its post-default rights of foreclosure of its security interests in and to the Marks and the goodwill associated therewith, and pursuant to a power of sale and foreclosure has conveyed on [___________________], 2010, the Marks to Xenogenics Corporation, a Nevada corporation (“Transferee”); and

WHEREAS, by reason of the exercise of such foreclosure remedies and conveyance, all rights of BTI in and to the Marks have been acquired by Transferee.

NOW, THEREFORE, in accordance with Section 9619(b) of the California Commercial Code, Transferee is entitled to a transfer of record of all rights of BTI in the Marks, and request is hereby made that the Commissioner of Patents and Trademarks and the United States Patent and Trademark Office accept the foregoing transfer statement and promptly amend its records to reflect the aforesaid transfer to Transferee.

The mailing address of BTI, Secured Parties and the Transferee are as follows:

BTI:	Bioabsorbable Therapeutics, Inc. c/o Western Technology Investment 2010 North First Street, Suite 310 San Jose, CA 95131 Attention: Chief Financial Officer
Secured Parties:	Venture Lending & Leasing V, Inc., as Agent 2010 North First Street, Suite 310 San Jose, CA 95131 Attn: Chief Financial Officer
Transferee:	Xenogenics Corporation 68 Cumberland Street, Suite 301 Woonsocket, RI 02895 Tel.: (401) 762-0045 FAX: (401) 762-0098 Attention: W. Gerald Newmin, Chairman & CEO

This instrument may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.  This instrument may be executed by facsimile signature, and such signature shall be treated as a fully enforceable signature hereto.

[Signature pages follow]

IN WITNESS WHEREOF, each Secured Party and Transferee has caused its name to be signed by a duly authorized representative this day of , 2010.

SECURED PARTIES:

VENTURE LENDING & LEASING IV, INC.

By:

Name:

Title:

VENTURE LENDING & LEASING V, INC.

By:

Name:

Title:

SILICON VALLEY BANK

By:

Name:

Title:

TRANSFEREE:

XENOGENICS CORPORATION

By:

Name: W. Gerald Newmin

Title: Chairman & CEO

Schedule of Trademarks

Description	Registration/Serial Number	Registration/Application Date
IDEAL	78/954,880	17-AUG-2006
IDEAL	New Zealand: (210) 776589	26-SEPT-2007

EXHIBIT “F”

WIRE INSTRUCTIONS

FOR VENTURE LENDING & LEASING V, INC. Union Bank, N.A

ABA #: 122000496

Monterey Park, CA 91755 USA

For Credit to: Venture L&L V, Inc. Custody Account Number: 6711805001

Ref: TRUSDG/37130196431/Branch 263

Attn: Douglas Schlafer

EXHIBIT “G”

FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, SUBJECT TO SECTION 2(B) BELOW, AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Date of issuance: September __, 2010

Expiration Date: September __, 2020

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

XENOGENICS CORPORATION

This certifies that VENTURE LENDING & LEASING IV, LLC, or assigns (the “Holder”), for value received, is entitled to purchase from XENOGENICS CORPORATION, a Nevada corporation (the “Company”), One Hundred Seventy-five Thousand and Four (175,004) fully paid and nonassessable shares of the Company’s Common Stock (“Common Stock”) for cash at a price of $0.038 per share (the “Stock Purchase Price”) at any time or from time to time up to and including 5:00 p.m. (Pacific time) on September __, 2020 (the “Expiration Date”), upon surrender to the Company at its principal office at 68 Cumberland Street, Suite 301, Woonsocket, Rhode Island 02895 (or at such other location as the Company may advise Holder in writing), of this Warrant properly endorsed with the Form of Subscription attached hereto, duly filled in and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below.

This Warrant is subject to the following terms and conditions:

1.           Exercise; Issuance of Certificates; Payment for Shares.

(a)           Unless an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of the Holder, at any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased.  The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which the form of subscription shall have been delivered and payment made for such shares.  Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised.  Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time.  Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

(b)           The Holder, in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Common Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Common Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been entitled to purchase hereunder pursuant to clause (a) of this Section 1 (or such lesser number of shares as the Holder may designate in the case of a partial exercise of this Warrant); over (ii) the Per Share Price.  Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to the Company via facsimile, to be followed by delivery of this Warrant.  Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, the Holder shall be deemed, automatically and without need for notice to the Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula.

(c)           For purposes of clause (b) of this Section 1, “Per Share Price” means the closing price of the Common Stock as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Holder’s election hereunder.  If the Common Stock is not quoted by NASDAQ or listed on an exchange and none of the above clauses apply, the Per Share Price of the Common Stock shall be the price per share which the Company would obtain from a willing buyer for shares sold by the Company from authorized but unissued shares as such price shall be agreed upon by the Holder and the Company or, if agreement cannot be reached within ten (10) business days of the Holder’s election hereunder, as such price shall be determined in good faith by the Company’s board of directors.

2.           Limitation on Transfer.

(a)           This Warrant and the Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act.  Each holder of this Warrant or the Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2.  Subject to the provisions of this Section 2 and upon providing Company with written notice, the Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (or the shares issuable, directly or indirectly, upon conversion of the shares, if any) to any transferee, provided, however, in connection with any such transfer, the Holder will give Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to Company for reissuance to the transferee(s) (and Holder, if applicable).

(b)           The Holder of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

3.           Shares to be Fully Paid; Reservation of Shares.  The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof.  The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock when and as required to provide for the exercise of the rights represented by this Warrant.  The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed.  The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of the Company’s preferred stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation or (iii) if the par value per share of the Common Stock would exceed the Stock Purchase Price.

4.           Adjustment of Stock Purchase Price Number of Shares.  The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4.  Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment.

4.1           Subdivision or Combination of Stock.  In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.

4.2         Dividends in Common Stock, Other Stock, Property, Reclassification.  If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(a)           Common Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or

(b)           any cash paid or payable otherwise than as a cash dividend, or

(c)           Common Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 4.1 above), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise had it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property.

4.3         Change of Control; IPO.  In the event of (i) a Change of Control (as hereinafter defined) or (ii) the consummation of a sale of the Company’s securities pursuant to a registration statement filed by Company under the Securities Act (or pursuant to the laws of the jurisdiction in which the initial public offering is completed), in connection with the first firm commitment underwritten offering of the Company’s securities to the general public that occurs after the date this Warrant is issued (“IPO”), this Warrant shall be automatically exchanged for a number of shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had the Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control or IPO and purchased all such shares pursuant to the cash exercise provision set forth in Section 1(a) hereof (as opposed to the cashless exercise provision set forth in Section 1(b)). The Company acknowledges and agrees that the Holder shall not be required to make any additional payment (cash or otherwise) for such shares as further consideration for their issuance pursuant to the terms of the preceding sentence.  “Change of Control” shall mean any sale, license, or other disposition of all or substantially all of the assets of the Company, any reorganization, consolidation, merger or other transaction involving the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.  This Warrant shall terminate upon the Holder’s receipt of the number of shares of the Company’s equity securities described in this Section 4.3.

4.4         Notice of Adjustment.  Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company. The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by the Company’s chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.5         Other Notices.  If at any time:

(a)           the Company shall declare any cash dividend upon its Common Stock;

(b)           the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;

(c)           there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another entity;

(d)           there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(e)           the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock;

then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (i) at least 20 day’s prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 20 day’s written notice of the date when the same shall take place. Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend or distribution, the date on which the holders of Common Stock shall be entitled thereto.  Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be.

4.6         Certain Events.  If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors of the Company shall make in good faith an adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid.  The adjustment shall be such as will give the Holder of this Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as the Holder would have owned had this Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment.

5.          Issue Tax.  The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder of this Warrant for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of this Warrant being exercised.

6.           Closing of Books.  The Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7.           No Voting or Dividend Rights; Limitation of Liability.  Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company.  No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.  No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors.

8.           Amendment of Certificate of Incorporation.  Unless the holder of this Warrant consents thereto in writing, the Company shall not amend its Certificate of Incorporation prior to the exercise of this Warrant if the effect of such amendment on the Holder hereof would be more adverse to the Holder hereof than, and substantially dissimilar to, its effect on the other holders of the Company’s Common Stock.

9.           Registration Rights.  The Holder hereof shall be entitled, with respect to the shares of Common Stock issued upon exercise hereof to all of the registration rights set forth in any agreement entered into after the date of issuance of this Warrant among the Company and its investors whereby such investors are provided registration rights (as applicable, the “Rights Agreement”) to the same extent and on the same terms and conditions as possessed by the investors thereunder with the following exceptions and clarifications: (i) the Holder will be subject to the same provisions regarding indemnification as contained in the Rights Agreement; and (ii) the registration rights are freely assignable by the Holder of this Warrant in connection with a permitted transfer of this Warrant or the shares issuable upon exercise hereof. The Company shall take such action as may be reasonably necessary to assure that the granting of such registration rights to the Holder does not violate the provisions of the Rights Agreement or any of the Company’s charter documents or rights of prior grantees of registration rights.

10.           Rights and Obligations Survive Exercise of Warrant.  The rights and obligations of the Company, of the Holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and 9 shall survive the exercise of this Warrant.

11.           Modification and Waiver.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

12.           Notices.  Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company shall be deemed to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or (iii) three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant.

13.          Binding Effect on Successors.  This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets.  All of the obligations of the Company relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant.  All of the covenants and agreements of Company shall inure to the benefit of the successors and assigns of Holder hereof.  Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of Holder hereof but at Company’s expense, acknowledge in writing its continuing obligation to Holder hereof in respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which Holder hereof shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of Holder hereof to make any such request shall not affect the continuing obligation of Company to Holder hereof in respect of such rights.

14.          Descriptive Headings and Governing Law.  The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.  This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

15.          Lost Warrants or Stock Certificates.  The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16.          Fractional Shares.  No fractional shares shall be issued upon exercise of this Warrant.  The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.

17.          Representations of Holder.  With respect to this Warrant, Holder represents and warrants to the Company as follows:

17.1           Experience.  It is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; it understands that investment in this Warrant (and the securities issuable upon exercise thereof) involves substantial risks; it has made detailed inquiries concerning the Company, its business and services, its officers and its personnel; the officers of the Company have made available to Holder any and all written information it has requested; the officers of the Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by the Company; and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

17.2           Investment.  It is acquiring this Warrant (and the securities issuable upon exercise thereof) for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof.  It understands that this Warrant, the shares of Common Stock issuable upon exercise thereof have not been registered under the Securities Act, nor qualified under applicable state securities laws.

17.3           Rule 144.  It acknowledges that this Warrant and the Common Stock must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.

17.4           Access to Data.  It has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to inspect the Company’s facilities.

18.         Additional Representations and Covenants of the Company.  The Company hereby represents, warrants and agrees as follows:

18.1           Corporate Power.  The Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations hereunder.

18.2           Authorization.  All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance by the Company of this has been taken.  This Warrant is a valid and binding obligation of the Company, enforceable in accordance with its terms.

18.3           Offering.  Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and sale of this Warrant is, and the issuance of Common Stock upon exercise of this Warrant will be exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws; and neither the Company nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

18.4           Listing; Stock Issuance.  The Company shall secure and maintain the listing of the Common Stock issuable upon exercise of this Warrant upon each securities exchange or over-the-counter market upon which securities of the same class or series issued by Company are listed, if any.  Upon exercise of this Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Common Stock purchased pursuant to the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.

18.5           Certificates and By-Laws.  The Company has provided Holder with true and complete copies of the Company’s Certificate of Incorporation, By-Laws, and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.

18.7           Financial and Other Reports.  From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, the Company shall furnish to Holder (i) within 90 days after the close of each fiscal year of the Company an audited balance sheet and statement of changes in financial position at and as of the end of such fiscal year, together with an audited statement of income for such fiscal year; (ii) within 45 days after the close of each fiscal quarter of the Company, an unaudited balance sheet and statement of cash flows at and as of the end of such quarter, together with an unaudited statement of income for such quarter; and (iii) promptly after sending, making available, or filing, copies of all reports, proxy statements, and financial statements that the Company sends or makes available to its stockholders and all registration statements and reports that the Company files with the SEC or any other governmental or regulatory authority, provided, however, that if any document required to be furnished under this Section 18.7 is filed with the Securities and Exchange Commission and is publicly available for review on the EDGAR system, then in lieu of furnishing such document, the Company may instead give the Holder written notice of the filing of such document.  In addition, the Company agrees to provide the Holder at any time and from time to time with such information as the Holder may reasonably request for purposes of the Holder’s compliance with regulatory, accounting and reporting requirements applicable to the Holder.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page hereof.

XENOGENICS CORPORATION

By:

Name: W. Gerald Newmin

Title:   Chairman & CEO

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:

¨ The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below ______(___ ) shares (the “Shares”) of Common Stock of XENOGENICS CORPORATION and herewith makes payment of _____ Dollars ($____ ) therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, ________, whose address is _______.

¨ The undersigned hereby elects to convert ______ percent (___%) of the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties to the Company.

Dated

Holder:

By:

Its:

(Address)

(1)  Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be issuable upon exercise.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth herein below, unto:

Name of Assignee Address No. of Shares

Dated

Holder:

By:

Its:

EXHIBIT “A”

[On letterhead of the Company]

Reference is hereby made to that certain Warrant dated ____, 2010, issued by XENOGENICS CORPORATION, a Nevada corporation (the “Company”), to VENTURE LENDING & LEASING IV, LLC (the “Holder”).

[IF APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].

This certifies that the Holder is entitled to purchase from the Company _________ (______) fully paid and nonassessable shares of the Company’s Common Stock at a price of Dollars ($_____) per share (the “Stock Purchase Price”).  The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant.

Executed this ___ day of ________, 20___.

XENOGENICS CORPORATION

By:

Name:

Title:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, SUBJECT TO SECTION 2(B) BELOW, AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Date of issuance: September __, 2010

Expiration Date: September __, 2020

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

XENOGENICS CORPORATION

This certifies that VENTURE LENDING & LEASING V, LLC, or assigns (the “Holder”), for value received, is entitled to purchase from XENOGENICS CORPORATION, a Nevada corporation (the “Company”), One Hundred Seventy-five Thousand and Four (175,004) fully paid and nonassessable shares of the Company’s Common Stock (“Common Stock”) for cash at a price of $0.038 per share (the “Stock Purchase Price”) at any time or from time to time up to and including 5:00 p.m. (Pacific time) on September __, 2020 (the “Expiration Date”),upon surrender to the Company at its principal office at 68 Cumberland Street, Suite 301, Woonsocket, Rhode Island 02895 (or at such other location as the Company may advise Holder in writing), of this Warrant properly endorsed with the Form of Subscription attached hereto, duly filled in and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof.  The Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below.

This Warrant is subject to the following terms and conditions:

1.           Exercise; Issuance of Certificates; Payment for Shares.

(a)             Unless an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of the Holder, at any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased.  The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which the form of subscription shall have been delivered and payment made for such shares.  Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised.  Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time.  Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

(b)             The Holder, in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Common Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Common Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been entitled to purchase hereunder pursuant to clause (a) of this Section 1 (or such lesser number of shares as the Holder may designate in the case of a partial exercise of this Warrant); over (ii) the Per Share Price.  Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to the Company via facsimile, to be followed by delivery of this Warrant.  Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, the Holder shall be deemed, automatically and without need for notice to the Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula.

(c)             For purposes of clause (b) of this Section 1, “Per Share Price” means the closing price of the Common Stock as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Holder’s election hereunder.  If the Common Stock is not quoted by NASDAQ or listed on an exchange and none of the above clauses apply, the Per Share Price of the Common Stock shall be the price per share which the Company would obtain from a willing buyer for shares sold by the Company from authorized but unissued shares as such price shall be agreed upon by the Holder and the Company or, if agreement cannot be reached within ten (10) business days of the Holder’s election hereunder, as such price shall be determined in good faith by the Company’s board of directors.

2.           Limitation on Transfer.

(a)             This Warrant and the Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act.  Each holder of this Warrant or the Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2.  Subject to the provisions of this Section 2 and upon providing Company with written notice, the Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (or the shares issuable, directly or indirectly, upon conversion of the shares, if any) to any transferee, provided, however, in connection with any such transfer, the Holder will give Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to Company for reissuance to the transferee(s) (and Holder, if applicable).

(b)           The Holder of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

3.           Shares to be Fully Paid; Reservation of Shares.  The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof.  The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock when and as required to provide for the exercise of the rights represented by this Warrant.  The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed.  The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of the Company’s preferred stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation or (iii) if the par value per share of the Common Stock would exceed the Stock Purchase Price.

4.           Adjustment of Stock Purchase Price Number of Shares.  The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4.  Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment.

4.1           Subdivision or Combination of Stock.  In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.

4.2           Dividends in Common Stock, Other Stock, Property, Reclassification.  If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

  (a)             Common Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or

  (b)            any cash paid or payable otherwise than as a cash dividend, or

  (c)             Common Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 4.1 above),

 then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise had it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property.

4.3           Change of Control; IPO.  In the event of (i) a Change of Control (as hereinafter defined) or (ii) the consummation of a sale of the Company’s securities pursuant to a registration statement filed by Company under the Securities Act (or pursuant to the laws of the jurisdiction in which the initial public offering is completed), in connection with the first firm commitment underwritten offering of the Company’s securities to the general public that occurs after the date this Warrant is issued (“IPO”), this Warrant shall be automatically exchanged for a number of shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had the Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control or IPO and purchased all such shares pursuant to the cash exercise provision set forth in Section 1(a) hereof (as opposed to the cashless exercise provision set forth in Section 1(b)).  The Company acknowledges and agrees that the Holder shall not be required to make any additional payment (cash or otherwise) for such shares as further consideration for their issuance pursuant to the terms of the preceding sentence.  “Change of Control” shall mean any sale, license, or other disposition of all or substantially all of the assets of the Company, any reorganization, consolidation, merger or other transaction involving the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.  This Warrant shall terminate upon the Holder’s receipt of the number of shares of the Company’s equity securities described in this Section 4.3.

4.4           Notice of Adjustment.  Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company.  The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by the Company’s chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.5           Other Notices.  If at any time:

  (a)                 the Company shall declare any cash dividend upon its Common Stock;

  (b)                 the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;

  (c)                 there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another entity;

  (d)                 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

  (e)                 the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock;

then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (i) at least 20 day’s prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 20 day’s written notice of the date when the same shall take place.  Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend or distribution, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be.

4.6           Certain Events. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors of the Company shall make in good faith an adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of this Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as the Holder would have owned had this Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment.

5.            Issue Tax. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder of this Warrant for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of this Warrant being exercised.

6.            Closing of Books. The Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7.            No Voting or Dividend Rights; Limitation of Liability.  Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company.  No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.  No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors.

8.            Amendment of Certificate of Incorporation.  Unless the holder of this Warrant consents thereto in writing, the Company shall not amend its Certificate of Incorporation prior to the exercise of this Warrant if the effect of such amendment on the Holder hereof would be more adverse to the Holder hereof than, and substantially dissimilar to, its effect on the other holders of the Company’s Common Stock.

9.            Registration Rights.  The Holder hereof shall be entitled, with respect to the shares of Common Stock issued upon exercise hereof to all of the registration rights set forth in any agreement entered into after the date of issuance of this Warrant among the Company and its investors whereby such investors are provided registration rights (as applicable, the “Rights Agreement”) to the same extent and on the same terms and conditions as possessed by the investors thereunder with the following exceptions and clarifications: (i) the Holder will be subject to the same provisions regarding indemnification as contained in the Rights Agreement; and (ii) the registration rights are freely assignable by the Holder of this Warrant in connection with a permitted transfer of this Warrant or the shares issuable upon exercise hereof.  The Company shall take such action as may be reasonably necessary to assure that the granting of such registration rights to the Holder does not violate the provisions of the Rights Agreement or any of the Company’s charter documents or rights of prior grantees of registration rights.

10.           Rights and Obligations Survive Exercise of Warrant.  The rights and obligations of the Company, of the Holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and 9 shall survive the exercise of this Warrant.

11.           Modification and Waiver.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

12.           Notices.  Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company shall be deemed to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or (iii) three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant.

13.           Binding Effect on Successors.  This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets.  All of the obligations of the Company relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant.  All of the covenants and agreements of Company shall inure to the benefit of the successors and assigns of Holder hereof.  Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of Holder hereof but at Company’s expense, acknowledge in writing its continuing obligation to Holder hereof in respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which Holder hereof shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of Holder hereof to make any such request shall not affect the continuing obligation of Company to Holder hereof in respect of such rights.

14.           Descriptive Headings and Governing Law.  The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.  This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

15.           Lost Warrants or Stock Certificates.  The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16.           Fractional Shares.  No fractional shares shall be issued upon exercise of this Warrant.  The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.

17.           Representations of Holder.  With respect to this Warrant, Holder represents and warrants to the Company as follows:

17.1          Experience. It is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; it understands that investment in this Warrant (and the securities issuable upon exercise thereof) involves substantial risks; it has made detailed inquiries concerning the Company, its business and services, its officers and its personnel; the officers of the Company have made available to Holder any and all written information it has requested; the officers of the Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by the Company; and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

17.2          Investment. It is acquiring this Warrant (and the securities issuable upon exercise thereof) for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. It understands that this Warrant, the shares of Common Stock issuable upon exercise thereof have not been registered under the Securities Act, nor qualified under applicable state securities laws.

17.3          Rule 144. It acknowledges that this Warrant and the Common Stock must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.

17.4          Access to Data. It has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to inspect the Company’s facilities.

18.           Additional Representations and Covenants of the Company. The Company hereby represents, warrants and agrees as follows:

18.1         Corporate Power. The Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations hereunder.

18.2         Authorization. All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance by the Company of this has been taken. This Warrant is a valid and binding obligation of the Company, enforceable in accordance with its terms.

18.3         Offering. Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and sale of this Warrant is, and the issuance of Common Stock upon exercise of this Warrant will be exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws; and neither the Company nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

18.4         Listing; Stock Issuance. The Company shall secure and maintain the listing of the Common Stock issuable upon exercise of this Warrant upon each securities exchange or over-the-counter market upon which securities of the same class or series issued by Company are listed, if any.  Upon exercise of this Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Common Stock purchased pursuant to the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.

18.5         Certificates and By-Laws.  The Company has provided Holder with true and complete copies of the Company’s Certificate of Incorporation, By-Laws, and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.

18.6         Financial and Other Reports.  From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, the Company shall furnish to Holder (i) within 90 days after the close of each fiscal year of the Company an audited balance sheet and statement of changes in financial position at and as of the end of such fiscal year, together with an audited statement of income for such fiscal year; (ii) within 45 days after the close of each fiscal quarter of the Company, an unaudited balance sheet and statement of cash flows at and as of the end of such quarter, together with an unaudited statement of income for such quarter; and (iii) promptly after sending, making available, or filing, copies of all reports, proxy statements, and financial statements that the Company sends or makes available to its stockholders and all registration statements and reports that the Company files with the SEC or any other governmental or regulatory authority, provided, however, that if any document required to be furnished under this Section 18.7 is filed with the Securities and Exchange Commission and is publicly available for review on the EDGAR system, then in lieu of furnishing such document, the Company may instead give the Holder written notice of the filing of such document.  In addition, the Company agrees to provide the Holder at any time and from time to time with such information as the Holder may reasonably request for purposes of the Holder’s compliance with regulatory, accounting and reporting requirements applicable to the Holder.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page hereof.

XENOGENICS CORPORATION

By:
Name:	W. Gerald Newmin
Title:	Chairman & CEO

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:

¨ The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below ________ (_____ ) shares (the “Shares”) of Common Stock of XENOGENICS CORPORATION and herewith makes payment of ________ Dollars ($______ ) therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, ______, whose address is ______.

¨ The undersigned hereby elects to convert ______ percent (___%) of the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties to the Company.

Dated

Holder:  

By:

Its:

(Address)

(1) Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be issuable upon exercise.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth herein below, unto:

Name of Assignee Address No. of Shares

Dated

Holder:

By:

Its:

EXHIBIT “A”

[On letterhead of the Company]

Reference is hereby made to that certain Warrant dated _________, 2010, issued by XENOGENICS CORPORATION, a Nevada corporation (the “Company”), to VENTURE LENDING & LEASING V, LLC (the “Holder”).

[IF APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].

This certifies that the Holder is entitled to purchase from the Company _______________(_____) fully paid and nonassessable shares of the Company’s Common Stock at a price of ______ Dollars ($____) per share (the “Stock Purchase Price”).  The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant.

Executed this ___ day of ________, 20___.

XENOGENICS CORPORATION

By:

Name:

Title:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR, SUBJECT TO SECTION 2(B) BELOW, AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Date of issuance: September __, 2010

Expiration Date: September __, 2020

WARRANT TO PURCHASE

SHARES OF COMMON STOCK OF

XENOGENICS CORPORATION

This certifies that SILICON VALLEY BANK, or assigns (the “Holder”), for value received, is entitled to purchase from XENOGENICS CORPORATION, a Nevada corporation (the “Company”), One Hundred Thirty-nine Thousand Nine Hundred Ninety-three (139,993) fully paid and nonassessable shares of the Company’s Common Stock (“Common Stock”) for cash at a price of $0.038 per share (the “Stock Purchase Price”) at any time or from time to time up to and including 5:00 p.m. (Pacific time) on September __, 2020 (the “Expiration Date”), upon surrender to the Company at its principal office at 68 Cumberland Street, Suite 301, Woonsocket, Rhode Island 02895 (or at such other location as the Company may advise Holder in writing), of this Warrant properly endorsed with the Form of Subscription attached hereto, duly filled in and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below.

This Warrant is subject to the following terms and conditions:

1.           Exercise; Issuance of Certificates; Payment for Shares.

(a)          Unless an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of the Holder, at any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which the form of subscription shall have been delivered and payment made for such shares. Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised.  Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time.  Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.

(b)          The Holder, in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Common Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Common Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been entitled to purchase hereunder pursuant to clause (a) of this Section 1 (or such lesser number of shares as the Holder may designate in the case of a partial exercise of this Warrant); over (ii) the Per Share Price. Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to the Company via facsimile, to be followed by delivery of this Warrant.  Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, the Holder shall be deemed, automatically and without need for notice to the Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula.

(c)           For purposes of clause (b) of this Section 1, “Per Share Price” means the closing price of the Common Stock as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Holder’s election hereunder. If the Common Stock is not quoted by NASDAQ or listed on an exchange and none of the above clauses apply, the Per Share Price of the Common Stock shall be the price per share which the Company would obtain from a willing buyer for shares sold by the Company from authorized but unissued shares as such price shall be agreed upon by the Holder and the Company or, if agreement cannot be reached within ten (10) business days of the Holder’s election hereunder, as such price shall be determined in good faith by the Company’s board of directors.

2.           Limitation on Transfer.

(a)            This Warrant and the Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each holder of this Warrant or the Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding the foregoing and any other provision of this Section 2, after receipt by the Holder of the executed Warrant, the Holder will transfer all of this Warrant to Holder’s parent company, SVB Financial Group, or any other affiliate of the Holder, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of this Section 2 and upon providing Company with written notice, SVB Financial Group and any subsequent Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (or the shares issuable, directly or indirectly, upon conversion of the shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to Company for reissuance to the transferee(s) (and Holder, if applicable).

(b)           The Holder of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. The Company shall not require the Holder to provide an opinion of counsel if the transfer is to the Holder’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of the Holder.

3.           Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof.  The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock when and as required to provide for the exercise of the rights represented by this Warrant.  The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed.  The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of the Company’s preferred stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation or (iii) if the par value per share of the Common Stock would exceed the Stock Purchase Price.

4.           Adjustment of Stock Purchase Price Number of Shares.  The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4.  Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment.

4.1           Subdivision or Combination of Stock.  In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.

4.2           Dividends in Common Stock, Other Stock, Property, Reclassification.  If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(a)             Common Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into or exchangeable for Common Stock, or

(b)            any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, or any cash paid or payable otherwise than as a cash dividend, or

(c)             Common Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 4.1 above), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise had it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property.

4.3           Change of Control; IPO.  In the event of (i) a Change of Control (as hereinafter defined) or (ii) the consummation of a sale of the Company’s securities pursuant to a registration statement filed by Company under the Securities Act (or pursuant to the laws of the jurisdiction in which the initial public offering is completed), in connection with the first firm commitment underwritten offering of the Company’s securities to the general public that occurs after the date this Warrant is issued (“IPO”), this Warrant shall be automatically exchanged for a number of shares of the Company’s securities, such number of shares being equal to the maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had the Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control or IPO and purchased all such shares pursuant to the cash exercise provision set forth in Section 1(a) hereof (as opposed to the cashless exercise provision set forth in Section 1(b)).  The Company acknowledges and agrees that the Holder shall not be required to make any additional payment (cash or otherwise) for such shares as further consideration for their issuance pursuant to the terms of the preceding sentence.  “Change of Control” shall mean any sale, license, or other disposition of all or substantially all of the assets of the Company, any reorganization, consolidation, merger or other transaction involving the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.  This Warrant shall terminate upon the Holder’s receipt of the number of shares of the Company’s equity securities described in this Section 4.3.

4.4           Notice of Adjustment.  Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company.  The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by the Company’s chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.5           Other Notices.  If at any time:

(a)         the Company shall declare any cash dividend upon its Common Stock;

(b)         the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;

(c)         there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another entity;

(d)         there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(e)         the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (i) at least 20 day’s prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 20 day’s written notice of the date when the same shall take place.  Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend or distribution, the date on which the holders of Common Stock shall be entitled thereto.  Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be.

4.6           Certain Events.  If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors of the Company shall make in good faith an adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid.  The adjustment shall be such as will give the Holder of this Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as the Holder would have owned had this Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment.

5.           Issue Tax.  The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder of this Warrant for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of this Warrant being exercised.

6.           Closing of Books.  The Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7.           No Voting or Dividend Rights; Limitation of Liability.  Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company.  No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.  No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors.

8.           Amendment of Certificate of Incorporation.  Unless the holder of this Warrant consents thereto in writing, the Company shall not amend its Certificate of Incorporation prior to the exercise of this Warrant if the effect of such amendment on the Holder hereof would be more adverse to the Holder hereof than, and substantially dissimilar to, its effect on the other holders of the Company’s Common Stock.

9.           Registration Rights.  The Holder hereof shall be entitled, with respect to the shares of Common Stock issued upon exercise hereof to all of the registration rights set forth in any agreement entered into after the date of issuance of this Warrant among the Company and its investors whereby such investors are provided registration rights (as applicable, the “Rights Agreement”) to the same extent and on the same terms and conditions as possessed by the investors thereunder with the following exceptions and clarifications: (i) the Holder will be subject to the same provisions regarding indemnification as contained in the Rights Agreement; and (ii) the registration rights are freely assignable by the Holder of this Warrant in connection with a permitted transfer of this Warrant or the shares issuable upon exercise hereof.  The Company shall take such action as may be reasonably necessary to assure that the granting of such registration rights to the Holder does not violate the provisions of the Rights Agreement or any of the Company’s charter documents or rights of prior grantees of registration rights.

10.         Rights and Obligations Survive Exercise of Warrant.  The rights and obligations of the Company, of the Holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, contained in Sections 6, 8 and 9 shall survive the exercise of this Warrant.

11.         Modification and Waiver.  This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

12.         Notices.  Any notice, request or other document required or permitted to be given or delivered to the Holder hereof or the Company shall be deemed to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or (iii) three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant.

13.         Binding Effect on Successors.  This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets.  All of the obligations of the Company relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant.  All of the covenants and agreements of Company shall inure to the benefit of the successors and assigns of Holder hereof.  Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of Holder hereof but at Company’s expense, acknowledge in writing its continuing obligation to Holder hereof in respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which Holder hereof shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of Holder hereof to make any such request shall not affect the continuing obligation of Company to Holder hereof in respect of such rights.

14.         Descriptive Headings and Governing Law.  The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.  This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

15.         Lost Warrants or Stock Certificates.  The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16.         Fractional Shares.  No fractional shares shall be issued upon exercise of this Warrant.  The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.

17.         Representations of Holder.  With respect to this Warrant, Holder represents and warrants to the Company as follows:

17.1          Experience.  It is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; it understands that investment in this Warrant (and the securities issuable upon exercise thereof) involves substantial risks; it has made detailed inquiries concerning the Company, its business and services, its officers and its personnel; the officers of the Company have made available to Holder any and all written information it has requested; the officers of the Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by the Company; and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment.  Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

17.2          Investment.  It is acquiring this Warrant (and the securities issuable upon exercise thereof) for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof.  It understands that this Warrant, the shares of Common Stock issuable upon exercise thereof have not been registered under the Securities Act, nor qualified under applicable state securities laws.

17.3         Rule 144.  It acknowledges that this Warrant and the Common Stock must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.

17.4         Access to Data.  It has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to inspect the Company’s facilities.

18.          Additional Representations and Covenants of the Company.  The Company hereby represents, warrants and agrees as follows:

18.1         Corporate Power.  The Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations hereunder.

18.2         Authorization.  All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance by the Company of this has been taken.  This Warrant is a valid and binding obligation of the Company, enforceable in accordance with its terms.

18.3         Offering.  Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and sale of this Warrant is, and the issuance of Common Stock upon exercise of this Warrant will be exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws; and neither the Company nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

18.4         Listing; Stock Issuance.  The Company shall secure and maintain the listing of the Common Stock issuable upon exercise of this Warrant upon each securities exchange or over-the-counter market upon which securities of the same class or series issued by Company are listed, if any.  Upon exercise of this Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Common Stock purchased pursuant to the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.

18.5         Certificates and By-Laws.  The Company has provided Holder with true and complete copies of the Company’s Certificate of Incorporation, By-Laws, and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.

18.6         Financial and Other Reports.  From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, the Company shall furnish to Holder (i) within 90 days after the close of each fiscal year of the Company an audited balance sheet and statement of changes in financial position at and as of the end of such fiscal year, together with an audited statement of income for such fiscal year; (ii) within 45 days after the close of each fiscal quarter of the Company, an unaudited balance sheet and statement of cash flows at and as of the end of such quarter, together with an unaudited statement of income for such quarter; and (iii) promptly after sending, making available, or filing, copies of all reports, proxy statements, and financial statements that the Company sends or makes available to its stockholders and all registration statements and reports that the Company files with the SEC or any other governmental or regulatory authority, provided, however, that if any document required to be furnished under this Section 18.7 is filed with the Securities and Exchange Commission and is publicly available for review on the EDGAR system, then in lieu of furnishing such document, the Company may instead give the Holder written notice of the filing of such document.  In addition, the Company agrees to provide the Holder at any time and from time to time with such information as the Holder may reasonably request for purposes of the Holder’s compliance with regulatory, accounting and reporting requirements applicable to the Holder.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page hereof.

XENOGENICS CORPORATION
By:
Name:	W. Gerald Newmin
Title:	Chairman & CEO

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:

¨ The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below _________ (____ ) shares (the “Shares”) of Common Stock of XENOGENICS CORPORATION and herewith makes payment of ______ Dollars ($______) therefor, and requests that the certificates for such shares be issued in the name of, and delivered to,______, whose address is ________.

¨ The undersigned hereby elects to convert ______ percent (___%) of the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties to the Company.

Dated

Holder:  

By:

Its:

(Address)

(1) Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be issuable upon exercise.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth herein below, unto:

Name of Assignee Address No. of Shares

Dated

Holder:

By:

Its:

EXHIBIT “A”

[On letterhead of the Company]

Reference is hereby made to that certain Warrant dated , 2010, issued by XENOGENICS CORPORATION, a Nevada corporation (the “Company”), to SILICON VALLEY BANK (the “Holder”).

[IF APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].

This certifies that the Holder is entitled to purchase from the Company _________(____) fully paid and nonassessable shares of the Company’s Common Stock at a price of ______ Dollars ($______) per share (the “Stock Purchase Price”). The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant.

Executed this ___ day of_______ , 20___.

XENOGENICS CORPORATION

By:

Name:

Title:

EX-24.1

Exhibit 24.1

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Anthony Altig the undersigned's true and lawful attorney-in-fact to execute for and on behalf of the undersigned, in the undersigned's capacity as Chief Executive Officer and Chief Financial Officer of Multicell Technologies, Inc. (the "Company") any document necessary in the ordinary course of the Company’s business.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until November 8, 2010.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of October, 2010.

/s/ W. Gerald Newmin

W. Gerald Newmin

[Multicell Limited Power of Attorney]

EX-99.1

PRESS RELEASE

MULTICELL’S MAJORITY OWNED SUBSIDIARY ACQUIRES BIOABSORBABLE INTERVENTIONAL CARDIOLOGY STENT ASSETS

WOONSOCKET, RI, October 19, 2010 /PRNewsWire/  —  MultiCell Technologies, Inc. (OTC Bulletin Board MCET – News) and its majority owned subsidiary, Xenogenics Corporation, are pleased to announce the acquisition of the Ideal™ BioStent assets by Xenogenics Corporation from investment funds managed by Western Technology Investment and Silicon Valley Bank.  Xenogenics Corporation also entered into a worldwide exclusive license with Rutgers University for rights to certain intellectual property related to the Ideal™ BioStent.

The multi-billion dollar interventional cardiology and intravascular stent market remains extremely lucrative, and one of the most attractive opportunities for medical device companies.  Several analysts predict the 2010 estimated worldwide interventional cardiology and intravascular stent market to exceed $4.6 billion, growing 3% to 4% annually.  Clinicians, patients and manufacturers are seeking the next generation of interventional cardiology and intravascular medical devices which address long-term safety concerns and improvement of blood vessel health, while still providing efficacy equivalent to current generation products.

The Ideal™ BioStent is the only stent to offer a dual-drug polymer, incorporating salicylate, the active component in aspirin, directly into the polymer chain.  As the polymer degrades, salicylate is released directly into the vessel wall to provide anti-inflammatory therapy aimed at reducing stenosis and the promotion of blood vessel healing.

The Ideal™ BioStent also incorporates the drug Sirolimus (rapamycin) in its polymer matrix to provide anti-restenotic therapy similar to today’s commonly used drug-eluting metal stents.  The Ideal™ BioStent’s technology allows for the ability to layer different combinations of polymers and drugs, enabling the optimization of the delivery of combination drug therapies to provide superior clinical results.  The Ideal™ BioStent represents a significant advance over currently available stents, including:

·      The ability to promote positive vessel remodeling.

·      A significant reduction in late-stent thrombosis risk.

·      No metal artifact remaining in the patient’s body after vessel healing.

·      The reduced need for long-term and costly anti-platelet therapy.

In extensive animal testing and initial human use, the Ideal™ BioStent demonstrated equivalence in safety, short-term efficacy and structural integrity when compared with today’s leading bare metal stent and drug-eluting metal stent. Importantly, unlike other bioabsorbable stent technologies, the Ideal™ BioStent showed no stent recoil, both acute and at six month follow up, remaining well apposed to the vessel wall.  Furthermore, the Ideal™ BioStent is designed to be fully absorbed at 12 months leaving no metal artifact behind in the blood vessel, and allows the blood vessel to heal and return to its natural biological state.

The ability of the Ideal™ BioStent to leave no permanent structure behind offers several advantages over today’s drug eluting and bare metal stents:

· No risk of late adverse events.  Because the Ideal™ BioStent eliminates the permanent implant and polymer of today’s drug-eluting stents, it also eliminates the risk of late adverse events, such as late stent thrombosis.  Patients will not require costly antiplatelet therapy for long durations, potentially opening the market to diabetic patients, or patients with other bleeding disorders who were previously contraindicated for stent placement.

· Promotes remodeling of the artery.  Permanent metal stents, because of their rigidity, prevent the artery from reacting naturally and make true healing impossible.  As a result, clinician interest is accelerating around the extremely strong potential of bioabsorbable stents to promote vascular healing and return vessels to their natural state.

· Does not preclude future interventions.  Patients with metal stents may not be able to undergo future procedures, such as bypass surgery.  Biodegradable stents do not have this limitation, and by promoting healing of the vessel wall, bioabsorbable stents may even reduce the likelihood that such future interventions will be necessary.

“We saw a significant opportunity to build upon $20 million in invested capital, since the Ideal™ BioStent has already demonstrated proof of concept in initial human clinical trials”, stated W. Gerald Newmin, Chairman and Chief Executive Officer of MultiCell Technologies.

Xenogenics Corporation also licensed rights to a strong intellectual property portfolio covering the Ideal™ BioStent.  This patent estate includes 24 issued patents, and over 65 patent applications with broad claims encompassing interventional cardiology and intravascular bioabsorbable stent design and manufacture.

MultiCell Technologies provided the financing for the acquisition of the Ideal™ BioStent.  MultiCell Technologies increased its ownership position in Xenogenics Corporation to 91.72% as a result of providing the acquisition financing.  Additional information about the transaction can be found on MultiCell Technologies’ Form 8K filed with the Securities and Exchange Commission (“SEC”).

About Xenogenics Corporation

Xenogenics Corporation is a development-stage medical device company focused on the design of next-generation bioabsorbable stents for interventional cardiology and peripheral vessel applications.  Xenogenics is a majority owned subsidiary of MultiCell Technologies, Inc. (OTCBB: MCET).

About MultiCell Technologies, Inc.

MultiCell Technologies, Inc. is a clinical-stage biopharmaceutical company developing novel therapeutics and discovery tools that address unmet medical needs for the treatment of neurological disorders, hepatic disease and cancer.  For more information about MultiCell Technologies, please visit http://www.multicelltech.com.

Caution Regarding Forward-Looking Statements

Any statements in this press release about MultiCell Technologies' expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the “Act”).  These statements are often, but not always, made through the use of words or phrases such as “believe”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “forecast”, “could”, and “would”. Examples of such forward looking statements include statements regarding the predicted size of the interventional cardiology and intravascular stent market and statements regarding the efficacy and safety of the Ideal™ BioStent.  MultiCell bases these forward- looking statements on current expectations about future events.  They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by any forward-looking statement.  Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections in the forward-looking statement include, but are not limited to, the risk that we might not achieve our anticipated clinical development milestones, receive regulatory approval, or successfully commercialize our products as expected, the market for our products will not grow as expected, and the risk that our products will not achieve expectations.  For additional information about risks and uncertainties MultiCell faces, see documents MultiCell files with the SEC, including MultiCell's report on Form 10-K for the fiscal year ended November 30, 2009, and all our quarterly and other periodic SEC filings.  MultiCell claims the protection of the safe harbor for forward-looking statements under the Act and each assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this news release or to reflect the occurrence of subsequent events.

Contact:

MultiCell Technologies, Inc.

W. Gerald Newmin, Chairman

(401) 762-0045

MCETInvestor@MultiCelltech.com