0001144204-05-000779 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • January 10th, 2005 • Imcor Pharmaceutical Co • Pharmaceutical preparations • New York

Exchange Agreement, dated as of June 4, 2004 (the "Exchange Agreement"), by and among IMCOR Pharmaceutical Co., a Nevada corporation (the "Company"), Xmark Fund, L.P., a Delaware limited partnership, and Xmark Fund, Ltd., a Cayman Islands corporation (individually and collectively, together with their respective successors and assigns "Senior Creditor"), and Oxford BioScience Partners IV L.P., a Delaware limited partnership, MRNA Fund II, L.P. a Delaware limited partnership, and Mi3 L.P., a Delaware limited liability partnership (individually and collectively, together with their respective successors and permitted assigns, "Subordinate Creditor").

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