OMNIBUS AMENDMENT TO 2014 TRANSACTION DOCUMENTS AND 2015 TRANSACTION DOCUMENTS

1.            Purpose.  In connection with a Credit and Security Agreement dated as of the date of this Amendment (the "Senior Loan Agreement") among, inter alios, the Company and Midcap Financial Trust, a Delaware statutory trust (the "Senior Agent"), the proceeds of the loan advanced under which are being used, in part, to repay in full the Notes, the Company has requested that the Purchasers agree to amend, as set forth herein, (i) each of the Transaction Documents (as such term is defined in the 2014 Purchase Agreement, being hereinafter referred to as the "2014 Transaction Documents"), and (ii) each of the Transaction Documents (as such term is defined in the 2015 Purchase Agreement, being hereinafter referred to as the "2015 Transaction Documents" and, together with the 2014 Transaction Documents, the "Transaction Documents"), and each of the Purchasers agrees to such amendments on and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company, and the other purchasers set forth herein.

2.            Amendments to 2014 Transaction Documents.

(a)            The 2014 Purchase Agreement is hereby amended as follows:

i            The following is inserted at the top of the first page thereof:

ii            The following new definitions are inserted into Section 1.1 therein, each in its alphabetical order:

iii            The definition of "Trading Market" in Section 1.1 therein is amended and restated as follows:

iv            Sub-section 4.21(f) therein is amended and restated as follows:

v            Sub-section 4.21(g) therein is amended and restated as follows:

(b)            The Security Agreement (as defined in the 2014 Purchase Agreement) is hereby amended as follows:

i            The following is inserted at the top of the first page thereof:

ii            Sub-section 4(c) therein is amended and restated as follows:

(c)            Each of the 2014 Debentures is hereby amended as follows:

i            The term "Maturity Date" in each of the 2014 Debentures is amended to June 30, 2021.

ii            The first page of each of the 2014 Debentures is amended by inserting at the top thereof the following:

iii            Section 1 of each of the 2014 Debentures is amended by deleting the definition of "Permitted Indebtedness" therein and replacing such definition with the following:

iv            Section 1 of each of the 2014 Debentures is amended by deleting the definition of "Permitted Liens" therein and replacing such definition with the following:

v            Section 7 of each of the 2014 Debentures is amended by deleting sub-section (e) therein and replacing it with the following:

vi            Section 8 of each of the 2014 Debentures is amended by deleting sub-section (a)(vi) therein and replacing it with the following:

3.            Amendments to 2015 Transaction Documents.

(a)            The 2015 Purchase Agreement is hereby amended as follows:

i            The following is inserted at the top of the first page thereof:

ii            The following new definitions are inserted into Section 1.1 therein, each in its alphabetical order:

iii            The definition of "Trading Market" in Section 1.1 therein is amended and restated as follows:

iv            Sub-section 4.21(f) therein is amended and restated as follows:

v            Sub-section 4.21(g) therein is amended and restated as follows:

(b)            The Security Agreement (as defined in the 2015 Purchase Agreement) is hereby amended as follows:

i            The following is inserted at the top of the first page thereof:

ii            Sub-section 4(c) therein is amended and restated as follows:

(c)            Each of the 2015 Debentures is hereby amended as follows:

i            The term "Maturity Date" in each of the 2015 Debentures is amended to June 30, 2021.

ii            The first page of each of the 2015 Debentures is amended by inserting at the top thereof the following:

iii            Section 1 of each of the 2015 Debentures is amended by deleting the definition of "Permitted Indebtedness" therein and replacing such definition with the following:

iv            Section 1 of each of the 2015 Debentures is amended by deleting the definition of "Permitted Lien" therein and replacing such definition with the following:

v            Section 7 of each of the 2015 Debentures is amended by deleting sub-section (e) therein and replacing it with the following:

vi            Section 8 of each of the 2015 Debentures is amended by deleting sub-section (a)(vi) therein and replacing it with the following:

4.            Representations and Warranties.

(a)            The Company represents and warrants to the Purchasers that (i) the Purchasers are the only holders of Debentures registered on the Debenture Register (as defined in the Debentures) as of the date of this Amendment, (ii) there are no debt securities issued by the Company outstanding as of the date of this Amendment other than the Debentures, the Notes and

(b)            the Senior Loans (as defined in the Subordination Agreement), (iii) concurrently with the execution of this Amendment, Intracoastal Capital, LLC ("IC"), the Company and Senior Agent are entering into a Subordination Agreement in the form attached hereto as Exhibit A (the "IC Subordination Agreement"), pursuant to which IC is subordinating the 2015 Series B Debentures held by IC on substantially the same terms as Broadfin Healthcare Master Fund Ltd. ("Broadfin HMF"), Sabby Healthcare Master Fund, Ltd. ("Sabby HMF") and Sabby Volatility Warrant Master Fund, Ltd. ("Sabby VWMF" and, together with Sabby HMF, "Sabby") are subordinating the 2015 Series A Debentures and 2014 Debentures held by them, respectively, pursuant to the Subordination Agreement (as defined the Purchase Agreements after giving effect to this Amendment); (iv) according to the Company's share register, as of the date hereof the Purchasers are the only holders of Securities (as such term is defined in each of the Debentures), (v) after giving effect to this Amendment, no Event of Default (as such term is defined in each of the Debentures) exists; (vi) the Company has performed and complied with all covenants, agreements, obligations and conditions contained in each of the Purchase Agreements and the other Transaction Documents that are required to be performed or complied with by it; and (vii) no injunction or restraining order is in effect prohibiting the transactions contemplated hereby.  The Company acknowledges, confirms and agrees that, as of the date hereof, the Company has no knowledge of any offsets, defenses, claims or counterclaims against any Purchaser with respect to any of the Company's liabilities and obligations to any of the Purchasers under the Transaction Documents.

(c)            Each of the Purchasers represents and warrants to the Company that such Purchaser, without having conducted any investigation, does not know of any injunction or restraining order in effect prohibiting such Purchaser from consummating the transactions contemplated hereby.

(d)            IC represents and warrants to each of the other Purchasers that (i) neither IC nor any of its Affiliates (as defined in the Purchase Agreements) holds any Debentures or any other debt securities of the Company, except as set forth on the signature pages hereto, and (ii) concurrently with the execution of this Amendment, the Company, IC and Senior Agent are entering into the IC Subordination Agreement.

5.            Conditions Precedent to Effectiveness.  This Amendment will become effective upon (the "Effective Date"):

(a)            receipt by each of Broadfin HMF and Sabby of counterparts, executed by the Company and each Purchaser, of this Amendment;

(b)            receipt by Broadfin HMF of the amount set forth opposite its name on Schedule A hereto, in repayment of the Note held by Broadfin HMF and for reimbursement of expenses in connection herewith;

(c)            receipt by Sabby HMF of the amount set forth opposite its name on Schedule A hereto, in repayment of the Note held by Sabby HMF; and

(d)            receipt by each of Broadfin HMF and Sabby of:

i            a copy of the IC Subordination agreement, executed by each of IC, Senior Agent and the Company; and

ii            counterparts, executed by the Company and the Senior Agent, of the Subordination Agreement.

6.            Consents.  Each of the Purchasers hereby consents to (a) repayment of the Notes in accordance with this Amendment, and (b) repayment in full, substantially concurrently with the execution of this Amendment, of the 2014 Debentures held by IC in the amount of $102,512.04.

7.            Miscellaneous.  Except as expressly amended herein, all of the terms and conditions of the Transaction Documents remain unchanged and in full force and effect, and each Transaction Document is hereby ratified and confirmed.  This Amendment may be executed in counterparts, each of which shall constitute an original but all of which shall together constitute one and the same Amendment.  The execution of this Amendment and acceptance of any documents related hereto will not be deemed to be a waiver of any breach, or Event of Default (as such term is defined in each of the Purchase Agreements) under the Transaction Documents, whether or not known to any Purchaser and whether or not existing on the date of this Amendment.  Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance will not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.  All rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law provisions of the State of New York or of any other state.