[DORBIOPHARMA, INC. LETTERHEAD]

In consideration for BAM Opportunity Fund, LP’s investment of $2,000,000 in our equity financing that is closing on this date, we hereby offer BAM the right to participate in an amount up to $2,000,000 in our next equity financing within 12 months from the date of this letter.  In order for BAM to have the right to purchase the securities offered in such financing, BAM must unconditionally commit in writing to participate in accordance with the terms of the financing within 10 days after we provide written notice thereof to you.