AGREEMENTBY AND BETWEEN ACCREDITEDVENTURE CAPITAL, LLC AND ADEONAPHARMACEUTICALS, INC. DATEDJANUARY 14, 2009

1.  

The Callable Warrants held by AVC (exercisable for 832,606 shares of common stock of Adeona) are hereby cancelled.

2.  

The Noncallable Warrants held by AVC (exercisable for 388,671 shares of common stock of Adeona) are hereby cancelled.

3.  

Adeona hereby agrees to (i) effect the registration under the Securities Act of 1933, as amended or any successor statute thereto, and the rules and regulations of the Securities and Exchange Commission (“SEC”) promulgated from time to time thereunder, all as in effect at the time (the “1933 Act”), of all of the Common Stock as soon as practicable and in any event within thirty (30) days of the date hereof, (ii) have the registration statement filed with the SEC to effectuate such registration declared effective within 60 days of filing, and (iii) maintain the effectiveness of such registration statement until such time as the Common Stock may be sold publically pursuant to an available exemption from registration (the “Effectiveness Period”) and, to the extent permissible, upon request of the holder cause to be removed any legend from certificates evidencing such shares.

4.  

In furtherance of its obligations under Section 3 Adeona shall, at its sole cost and expense:

i.  

(a) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement, and use its best efforts to cause each such amendment and supplement to become effective, as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement during the Effectiveness Period; (b) notify AVC, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and promptly file such amendments and supplements as may be required on account of such event and use its best efforts to cause each such amendment and supplement to become effective; (c) furnish to AVC such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the public sale or other disposition of Common Stock (d) use its best efforts to register or qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states and jurisdictions as shall be reasonably requested by AVC, except that Adeona shall not be required in connection therewith or as a condition thereto to qualify to do business, subject itself to taxation or file a general consent to service of process in any such state or jurisdiction;

ii.  

Apply for listing and use its best efforts to list the Common Stock being registered on any national securities exchange on which a class of Adeona’s equity securities is listed or, if Adeona does not then have a class of equity securities listed on a national securities exchange, apply for qualification and use its best efforts to qualify the Common Stock being registered for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc.’

iii.  

Without in any way limiting the types of registrations to which this Section 1 shall apply, in the event that Adeona shall effect a “shelf registration” under Rule 415 promulgated under the 1933 Act, it shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit AVC to include the Common Stock in such registration in accordance with the terms of this Section 4;

iv.  

Use its best efforts to make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the 1933 Act (“Rule 144”), at all times after 90 days after the effective date of the first registration statement filed by Adeona for the offering of its securities to the general public and furnish to AVC, so long as AVC owns any Common Stock, forthwith upon request (1) a written statement by Adeona as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, or as to its qualification as a registrant whose securities may be resold pursuant to Form S-3.

5.  

This Agreement shall be binding upon and inure to the benefit of the personal representatives, successors and permitted assigns of the respective parties hereto. Adeona shall not have the right to assign its obligations hereunder or any interest herein without obtaining the prior written consent of AVC.

6.  

This Agreement shall be governed by and construed in accordance with the laws of the state in which Adeona, or its successor, is incorporated.

7.  

Adeona recognizes, acknowledges and agrees that the rights of AVC under this Agreement are unique, and, accordingly, AVC shall, in addition to such other remedies as may be available to it at law or in equity, have the right to enforce the rights hereunder by actions for injunctive relief and specific performance to the extent permitted by law.  This Agreement is not intended to limit or abridge any rights of AVC which may exist apart from this Agreement.

8.  

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner