EXHIBIT 4.4
WAIVER OF CONTINGENT CONSIDERATION
The undersigned party to a Merger Agreement dated as of December 23, 2003
by and between Xechem International, Inc. ("Xechem"), Ceptor Acquisition, Inc.,
and Ceptor Corporation (the "Merger Agreement") pursuant to which, in Section
1.7 thereof, the undersigned is entitled to payment of certain Contingent
Consideration upon the occurrence of certain Award Events, as such terms are
defined in the Merger Agreement. The undersigned hereby represents and warrants
that he has neither pledged or assigned his rights in the Contingent
Consideration and hereby waives and releases Xechem from any and all obligation
with respect to payment of the Contingent Consideration on the basis of the
representation of Ceptor to provide the undersigned with reasonably equivalent
benefits, provided, however, that such benefits shall be payable in shares of
the common stock of Ceptor, and that such release of Xechem is not conditioned
upon Ceptor's provision of such replacement benefits or that the undersigned
shall be satisfied with the terms and conditions or value thereof.
Date:____________ ________________________________________
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