1368613--3/11/2008--APEX_BIOVENTURES_ACQUISITION

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RISKS ASSOCIATED WITH OUR POTENTIAL BUSINESS We are a recently formed company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective. Unlike many other blank check companies, we allow up to approximately 29.99% of our public stockholders to exercise their conversion rights. This higher threshold will make it easier for us to consummate a business combination with which you may not agree, and you may not receive the full amount of your original investment upon exercise of your conversion rights. Under Delaware law, our dissolution requires the approval of the holders of a majority of our outstanding stock, without which we will not be able to dissolve and liquidate and distribute our assets to our Public Stockholders. If we are forced to liquidate before a business combination, our Public Stockholders will receive less than the $8.00 per unit Public Offering price upon distribution of the Trust Account and our warrants will expire worthless. Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination. If third parties bring claims against us, the proceeds held in trust could be reduced and the per share liquidation price received by Public Stockholders will be less than $7.81 per share. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. Our ability to effect a business combination and to execute any potential business plan afterwards will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. It is also likely that some of our officers and directors will resign upon the consummation of a business combination. Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination. Our officers and directors are currently affiliated with entities engaged in business activities similar to those intended to be conducted by us and accordingly, may have conflicts of interest in determining which entity a particular business opportunity should be presented to. All of our directors own shares of our common stock which will not participate in liquidation distribution and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the funds available to us outside of the Trust Account unless the business combination is consummated and there are sufficient funds for reimbursement after such consummation; therefore they may have a conflict of interest. It is probable that we will only be able to complete one business combination, which will cause us to be solely dependent on a single business. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination. Initial Stockholders, including our officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote. Our outstanding warrants may have an adverse effect on the market price of common stock and make it more difficult to effect a business combination. The exercise of registration rights may have an adverse effect on the market price of our common stock and the existence of certain of these rights may make it more difficult to effect a business combination. The American Stock Exchange may delist our securities from trading on its exchange which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. If our common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty completing customer transactions and trading activity in our securities may be adversely affected. If we are deemed to be an investment company under the Investment Company Act of 1940, our activities may be restricted which, among other problems, may make it difficult for us to complete a business combination. Such restrictions include: Our directors may not be considered independent under the policies of the North American Securities Administrators Association, Inc. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in dissolution, regardless of when such claims are filed. We may not be able to consummate a business combination within the required time frame, in which case, we will be forced to dissolve and liquidate. RISKS ASSOCIATED WITH THE HEALTHCARE INDUSTRY RISKS ASSOCIATED WITH THE HEALTHCARE INDUSTRY If we are unable to comply with governmental regulations affecting the healthcare industry, it could negatively affect our operations. If we are required to obtain governmental approval of our products following a business combination (as in the case of a Merger with Dynogen), the production of our products could be delayed and we could be required to engage in a lengthy and expensive approval process that may not ultimately be successful. The healthcare industry is susceptible to significant liability exposure, especially product liability claims. If liability claims are brought against us following a business combination, it could materially adversely affect our operations. If we are unable to obtain and maintain protection for the intellectual property relating to our technologies and products or services following a business combination, the value of our technology, products or services may be decreased and our revenues may be likewise decreased. If our prospective business infringes on the rights of third parties, we could be prevented from selling products, forced to pay damages, and may have to defend against litigation. Our investments in healthcare-related companies may be extremely risky and we could lose all or part of our investments. Changes in the healthcare industry are subject to various influences, each of which may affect our prospective business. Any business we acquire will be subject to extensive government regulation. Any business changes to the laws and regulations governing our prospective business, or the interpretation and enforcement of those laws or regulations, could cause us to modify our operations and could negatively impact our operating results. If we are unable to attract qualified healthcare professionals at reasonable costs, it could limit our ability to grow, increase our operating costs and negatively impact our business. We may be dependent on payments from Medicare and Medicaid. Changes in the rates of methods governing these payments for our prospective products, or delays in such payments, could adversely affect our prospective revenue. We may depend on payments from third-party payors, including managed care organizations. If these payments are reduced, eliminated or delayed, our prospective revenues could be adversely affected. If the FDA or other state or foreign agencies impose regulations that affect our potential products, our costs will increase. The FDA and state authorities have broad enforcement powers. The FDA can impose civil and criminal enforcement actions and other penalties on us if we were to fail to comply with stringent FDA regulations. Our failure to comply with applicable regulatory requirements could result in enforcement action by the FDA or state agencies, which may include any of the following sanctions: Medical manufacturing facilities must maintain records, which are available for FDA inspectors documenting that the appropriate manufacturing procedures were followed. RISKS RELATED TO THE POTENTIAL MERGER The combined company s working capital could be reduced and, following the Merger, our stockholders could own less than 40% of our outstanding common stock. Pursuant to the terms of the Merger Agreement, a substantial number of shares will be issued upon, and will be potentially issuable after, the consummation of the Merger, which will result in significant dilution to our stockholders immediately prior to the Merger. A substantial number of our shares will become eligible for future resale in the public market after the Merger which could result in dilution and have an adverse effect on the market price of those shares. Our directors and executive officers have interests in the Merger that are different from yours because if the Merger is not approved then the shares held by them may become worthless. The amount of stock held by executive officers, directors and other affiliates following the Merger may limit your ability to influence the outcome of director elections and other matters requiring stockholder approval. The lack of diversification in our business following the Merger affects our ability to mitigate the risks that we may face or to offset possible losses that we may incur as a result of competing in the biotechnology industry. The combined company may form joint ventures that could harm its operating results, dilute your ownership of the combined company, increase its debt or cause it to incur significant expense. Following the Merger with Dynogen, we will incur significant increased costs, and our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price and listing on the American Stock Exchange. Following the Merger, our management will have broad discretion to use available cash and the investment of these resources may not yield a favorable return. We may invest the available cash in ways you disagree with. Neither we nor Dynogen has ever declared or paid dividends on its capital stock, and we do not anticipate paying dividends in the foreseeable future. As a result, you must rely on stock appreciation for any return on your investment. Our ability to utilize Dynogen s historical, federal and state net operating loss carryforwards may currently be limited or may become limited.

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1368613--3/11/2008--APEX_BIOVENTURES_ACQUISITION_CORP