MERGER AGREEMENT

Exhibit 2.1

EXECUTION COPY

MERGER AGREEMENT
BY AND AMONG
QUIKBYTE SOFTWARE, INC.,
SORRENTO THERAPEUTICS, INC.,
SORRENTO MERGER CORP., INC.,
STEPHEN ZANIBONI, as Stockholders’ Agent
AND
GLENN HALPRYN, as Parent Representative
DATED AS OF JULY 14, 2009

TABLE OF CONTENTS

MERGER AGREEMENT

      THIS MERGER AGREEMENT (this “ Agreement ”) is entered into as of July 14, 2009, among QUIKBYTE SOFTWARE, INC. , a Colorado corporation (“ Parent ”), SORRENTO THERAPEUTICS, INC., a Delaware corporation (“ Sorrento ”), SORRENTO MERGER CORP., INC. , a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), Stephen Zaniboni, an individual as the Stockholders’ Agent hereunder, and Glenn Halpryn, an individual as Parent Representative hereunder.

WITNESSETH:

      WHEREAS , each of the Boards of Directors of Parent, Sorrento and Merger Sub have, pursuant to the laws of the states of Colorado and Delaware, approved this Agreement and the consummation of the transactions contemplated hereby, including the merger of Merger Sub with and into Sorrento (the “ Merger ”), and the Boards of Directors of each of Parent, Sorrento and Merger Sub have declared that this Agreement is advisable, fair and in the best interests of their respective shareholders or stockholders, as the case maybe, and approved the Merger upon the terms and subject to the conditions set forth herein in accordance with the CBCA and DGCL (as hereafter defined), as applicable;

      WHEREAS , the Parties to this Agreement intend that the Merger and the other transactions contemplated herein will qualify as a tax-free reorganization pursuant to Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), that this Agreement shall constitute a plan of reorganization within the meaning of Section 1.368-2 of the Treasury Regulations, and the Parties have agreed not to take actions that would cause the Merger not to qualify as such a tax-free reorganization; and

      WHEREAS , Parent, Sorrento and Merger Sub desire to make certain representations, warranties and agreements in connection with, and establish various conditions precedent to, the Merger.

      NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the representations, warranties, covenants and agreements of the Parties, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

      1.1 Definitions .

     “ Affiliate ” shall mean, as to any Person, any other Person controlled by, under the control of, or under common control with, such Person. As used in this definition, “ control ” shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

     “ Agreed Amount ” shall have the meaning set forth in Section 9.7(b).

     “ Agreement ” shall have the meaning set forth in the preamble.

     “ Amended Charter Documents ” shall have the meaning set forth in Section 2.5(a) .

      “Business Day” shall mean any day other than a Saturday, a Sunday, or a U.S. federal holiday.

     “ CBCA ” shall mean the Colorado Business Corporation Act, as amended.

     “ Certificate of Merger ” shall have the meaning set forth in Section 2.3 .

     “ Change of Control ” shall mean any transaction or series of transactions involving:

any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving Parent, as a result of which the shareholders of Parent immediately prior to such transaction hold, in the aggregate, less than 50% of the voting power of Parent or the surviving entity immediately after such transaction on a fully-diluted basis; any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of all or substantially all of the business or assets of Parent; or any liquidation or dissolution of Parent.

     “ Claimed Amount ” shall have the meaning set forth in Section 9.7(b).

     “ Claim Notice ” shall have the meaning set forth in Section 9.7(b).

     “ Closing ” shall mean the consummation of the Merger as provided in Section 2.2 .

     “ Closing Date ” shall mean the date on which the Closing is completed and shall also have the meaning set forth in Section 2.2 .

     “ Code ” shall have the meaning set forth in the recitals.

     “ Contested Amount ” shall have the meaning set forth in Section 9.7(b).

     “ DGCL ” shall mean the Delaware General Corporation Law, as amended.

     “ Director Nominees ” shall have the meaning set forth in Section 6.7 .

     “ Effective Time ” shall have the meaning set forth in Section 2.3 .

     “ Eligible Market ” shall mean the OTCBB, and upon listing thereon, the NYSE Amex or such other market as the Parent Common Stock is or shall be traded.

     “ Employee Benefit Plans ” shall mean (i) all “ employee benefit plans, ” (ii) all employment, consulting, individual compensation and collective bargaining agreements and (iii) all other employee benefit plans, policies, agreements, or arrangements, including any bonus or other incentive compensation, stock purchase, equity or equity-based compensation, deferred compensation, change in control, termination, severance, sick leave, vacation, loans, perquisites,

salary continuation, health, disability, life insurance and educational assistance plans, policies, agreements or arrangements.

     “ Employee Contract ” shall mean any written or oral contract, agreement, arrangement, policy, program, plan or practice (exclusive of any such contract which is terminable within 30 days without liability to the party terminating), directly or indirectly providing for or relating to any employment, consulting, remuneration, compensation or benefit, severance or other similar arrangement, termination of insurance coverage (including any self-insured arrangements), medical-surgical-hospital or other health benefits, workers’ compensation, disability benefits, supplemental employment benefits, vacation benefits and other forms of paid or unpaid leave, retirement benefits, tuition reimbursement, deferred compensation, savings or bonus plans, profit-sharing, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement compensation or benefit, employment guarantee or security, or limitation on right to discipline or discharge, or relating to confidentiality, nonsolicitation, ownership of inventions, noncompetition or similar items which (i) is not an Employee Benefit Plan, (ii) has been entered into or maintained, as the case may be, by a party thereto and (iii) covers any one or more employees.

     “ End Date ” shall mean August 31, 2009.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” shall mean any entity (whether or not incorporated) which would be treated as a single employer with Parent under Sections 414(b), (c), (m) or (o) of the Code and the regulations thereunder.

     “ Escrow Agent ” shall have the meaning set forth in Section 3.1(b) .

     “ Escrow Agreement ” shall have the meaning set forth in Section 9.3 .

     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated thereunder.

     “ Exhibits ” shall mean the exhibits appended hereto and thereby made part hereof as follows:

     “ FCPA ” shall have the meaning set forth in Section 4.11 .

      “Fully Diluted Sorrento Share Amount” shall be equal to the sum of (A) the number of shares of Sorrento Common Stock outstanding as of immediately prior to the Effective Time, (B) the number of shares of Sorrento Common Stock issuable pursuant to all Sorrento Options that are outstanding as of, and do not terminate in accordance with their terms as of, immediately prior to the Effective Time, and (C) the number of shares of Sorrento Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than Sorrento Options) to acquire shares of Sorrento Common Stock that are outstanding as of, and do not terminate in accordance with their terms as of, immediately prior to the Effective Time.

     “ GAAP ” shall mean accounting principles generally accepted in the United States of America, consistently applied.

     “ Governmental Authority ” shall mean any foreign, federal, national, state or local judicial, legislative, executive or regulatory body, authority or instrumentality, whether United States or otherwise.

     “ Hazardous Substances ” shall mean any substance, waste, contaminant, pollutant or material that has been determined by any Governmental Authority to be capable of posing a risk of injury to health, safety, property or the environment.

     “ Indemnification Termination Date ” shall have the meaning set forth in Section 9.1 .

     “ Indebtedness ” of any Person shall mean, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with applicable GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness and (H) all guaranties in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

     “ Information Statement ” shall mean the information statement pursuant to Rule 14f-1 promulgated under the Exchange Act regarding a change in the majority of directors of Parent, together with any amendments or supplements thereof.

     “ Insolvent ” shall mean, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted.

     “ Intellectual Property ” shall mean all trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, patents and patent rights, brand names, trade dress, product designs, product packaging, business and product names, logos, slogans, rights of publicity, trade secrets, inventions, formulae, industrial models, processes, designs, specifications, data, technology, methodologies, computer programs (including all source codes), any other confidential and proprietary right or information, whether or not subject to statutory registration, and all related technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights, and the right to sue for past infringement, if any, in connection with any of the foregoing, and all documents, disks and other media on which any of the foregoing is stored.

     “ Investor Lock-up Agreement ” shall have the meaning set forth in Section 6.18(b) .

     “ Investors ” shall have the meaning set forth in Section 7.3(i) .

     “ Law ” shall mean any law, statute, rule, regulation, judgment, decree, order, ordinance, code, regulation, grant, franchise, permit and license or other legally enforceable requirement of or by any Governmental Authority.

     “ Letter of Transmittal ” shall mean a letter of transmittal in the form of Exhibit F , presented to each Sorrento Stockholder by Parent a reasonable amount of time prior to the Effective Time, but in no event being less than ten days from such date.

     “ Lien ” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof and any lien or charge arising by Law.

     “ Losses ” shall have the meaning set forth in Section 9.2(a) .

     “ Material Adverse Effect ” shall mean, with respect to a specific party, a change (or effect) in the condition (financial or otherwise), properties, assets, liabilities, rights, operations or business of such party, which change (or effect), individually or in the aggregate, would reasonably be expected to be materially adverse to such condition, properties, assets, liabilities, rights, operations or business of such party taken as a whole.

     “ Merger ” shall have the meaning set forth in the recitals.

     “ Merger Sub ” shall have the meaning set forth in the preamble.

     “ Merger Sub Certificate ” shall have the meaning set forth in Section 5.1 .

     “ Name Change ” means a name change of Parent to a name including “ Sorrento ” as mutually agreed by the Parties hereto.

     “ Negotiation Period ” shall have the meaning set forth in Section 9.7(b).

     “ Offer Letters ” shall have the meaning set forth in Section 7.3(k) .

     “ OPKO ” shall have the meaning set forth in Section 6.7.

     “ Ordinary Course Payables ” shall mean expenses incurred in the normal course of Parent’s business.

     “ Outstanding Parent Share Amount ” shall be equal to the sum of (A) the number of shares of Parent Common Stock outstanding as of immediately prior to the Effective Time, (B) the number of shares of Parent Common Stock issuable pursuant to all options to purchase Parent Shares outstanding as of immediately prior to the Effective Time, (C) the number of shares of Parent Common Stock issuable pursuant to all warrants to purchase Parent Shares outstanding as of immediately prior to the Effective Time, and (D) the number of shares of Parent Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than options or warrants to purchase Parent Shares) to acquire shares of Parent Common Stock that are outstanding as of immediately prior to the Effective Time.

     “ Parent ” shall have the meaning set forth in the preamble.

     “ Parent Articles ” shall mean the Articles of Incorporation of Parent, as amended.

     “ Parent Assumed Options ” shall mean all issued and outstanding Sorrento Options assumed by Parent and exercisable for Parent Shares, as described in Section 5.14 .

     “ Parent By-Laws ” shall mean the By-Laws of Parent, as amended.

     “ Parent Common Stock ” shall mean Parent’s common stock, par value $0.0001 per share.

     “ Parent Financial Statements ” shall have the meaning set forth in Section 5.7(c) .

     “ Parent Liability Limitation ” shall have the meaning set forth in Section 9.4 .

     “ Parent Lock-up Agreements ” shall have the meaning set forth in Section 6.18(b) .

     “ Parent Material Agreement ” shall have the meaning set forth in Section 5.10 .

     “ Parent Preferred Stock ” shall mean Parent’s preferred stock, par value $0.0001 per share.

     “ Parent Representative ” shall have the meaning set forth in Section 9.10(a) .

     “ Parent SEC Reports ” shall have the meaning set forth in Section 5.7(a) .

     “ Parent Shareholder ” means a person who holds any Parent Shares.

     “ Parent Shares ” shall mean the shares of Parent Common Stock, as constituted immediately prior to the Merger being consummated.

     “ Parties ” shall mean Parent, Merger Sub and Sorrento.

     “ Permit ” any permit, license, franchise, consent, variance, exemption or approval issued or granted by, or authorization of, expiration or termination of any waiting period requirement by, or filing, registration, qualification, declaration or designation with, any Governmental Authority.

     “ Permitted Lien ” shall have the meaning set forth in Section 4.10 .

     “ Person ” shall mean all natural persons, corporations, business trusts, associations, unincorporated organizations, limited liability companies, partnerships, joint ventures and other entities and Governmental Authorities or any department or agency thereof.

     “ Per Share Escrow Shares ” shall mean that number of Parent Shares equal to the quotient obtained by dividing (i) the number of Sorrento Escrowed Securities, by (ii) the Fully Diluted Sorrento Share Amount.

     “ Post-Closing Parent Share Amount ” shall mean that number of Parent Shares equal to the quotient obtained by dividing (A) the Outstanding Parent Share Amount, by (B) 0.2475.

     “ Proceeding ” shall mean an action, claim, suit, investigation or proceeding (including, an investigation or partial proceeding, such as a deposition), whether commenced or threatened in writing.

     “ Purchased Shares ” shall have the meaning set forth in Section 7.3(i) .

     “ Redomestication ” means a redomestication of Parent from a corporation organized and existing under the Laws of the State of Colorado to a corporation organized and existing under the Laws of the State of Delaware.

     “ Redomestication Articles ” shall mean the form of Certificate of Incorporation of Parent in connection with the Redomestication.

     “ Response Notice ” shall have the meaning set forth in Section 9.7(b).

     “ Schedule of Exceptions ” shall mean a schedule titled as such and, for each party, signed by a representative of each party hereto, which schedule qualifies any representation made herein by such party which is less than fully correct as of the date hereof. The Schedule of Exceptions of each party shall be updated by such party as of Closing, and for such party, signed by a representative of such party and shall include any additional qualifications to any representation made by such party which is less than fully covered and shall also disclose any failure of such

party to fully comply with any covenant herein, or any other disclosure deemed necessary or desirable by the party making it, and if and when the schedule is signed and accepted by each other party through its authorized representative, it shall be conclusive proof of the acceptance by the signing parties of any such qualification, disclosure and/or performance failure and acquiescence with such matters for purposes of proceeding to Closing notwithstanding.

     “ Schedules ” shall mean the following schedules delivered by Sorrento to Parent and Parent to Sorrento, as applicable, pursuant to this Agreement.

     “ SEC ” shall mean the United States Securities and Exchange Commission.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     “ Sorrento ” shall have the meaning set forth in the preamble.

     “ Sorrento By-Laws ” shall mean the By-Laws of Sorrento, as amended.

     “ Sorrento Certificate ” shall mean the Certificate of Incorporation of Sorrento.

     “ Sorrento Common Stock ” shall mean Sorrento’s common stock, par value $0.001 per share.

     “ Sorrento Employee Benefit Plans ” shall mean all Employee Benefit Plans with respect to which Sorrento or any Affiliate of Sorrento has any obligation or liability, contingent or otherwise.

     “ Sorrento Escrowed Securities ” shall mean that number of validly issued, fully-paid and nonassessable Parent Shares as is equal to ten (10%) of the Total Merger Consideration.

     “ Sorrento Financial Statements ” shall have the meaning set forth in Section 4.6 .

     “ Sorrento Indemnitees ” shall have the meaning set forth in Section 6.8 .

     “ Sorrento Intellectual Property ” shall have the meaning set forth in Section 4.9 .

     “ Sorrento Lock-up Agreements ” shall have the meaning set forth in Sections 6.18(a) .

     “ Sorrento Material Agreement ” shall have the meaning set forth in Section 4.8 .

     “ Sorrento Options ” shall mean outstanding and unexercised options to purchase Sorrento Shares.

     “ Sorrento Securities ” shall mean collectively the Sorrento Shares and the Sorrento Options.

     “ Sorrento Shares ” shall mean the issued and outstanding shares of Sorrento Common Stock.

     “ Sorrento Stockholder Approval ” shall have the meaning set forth in Section 7.1(a) .

     “ Sorrento Stockholder Meeting ” shall have the meaning set forth in Section 6.4 .

     “ Sorrento Stockholder ” shall mean a Person who holds Sorrento Shares.

     “ Stockholders’ Agent ” shall have the meaning set forth in Section 9.8 .

     “ Subsidiary ” shall mean, as to any Person, any Affiliate corporation or other entity of which at least the majority of the equity or voting interests are owned, directly or indirectly, by such first Person.

     “ Surviving Company ” shall have the meaning set forth in Section 2.1 .

     “ Takeover Protections ” shall mean any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under an entity’s charter documents or the laws of its state of incorporation.

     “ Tax ” or “ Taxes ” shall include, under the Laws of the United States or any other jurisdiction, any federal, state, local, or foreign income, gross receipts, license, payroll,

employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or any other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether or not disputed. “ Tax ” or “ Taxes ” also includes any transferee, successor or secondary liability for Taxes of any other Person, and any liability for Taxes of another Person, pursuant to an agreement or otherwise, including liability arising as a result of being or ceasing to be a member of any affiliated group, or being included or required to be included in any Tax Return relating thereto.

     “ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “ Total Merger Consideration ” shall mean that number of Parent Shares equal to the product obtained by multiplying (A) the Post-Closing Parent Share Amount, by (B) 0.7525.

     “ Transaction Form 8-K ” shall have the meaning set forth in Section 6.3 .

      1.2 Construction .

          (a) The headings and captions used herein are intended for convenience of reference only, and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement.

          (b) As used herein, the singular shall include the plural, the masculine and feminine genders shall include the neuter, and the neuter gender shall include the masculine and feminine, unless the context otherwise requires.

          (c) The words “ hereof, ” “ herein, ” and “ hereunder, ” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

          (d) Unless specified to the contrary, all references herein to sections, schedules or exhibits shall be deemed to refer to Sections of and Schedules or Exhibits to this Agreement. All Exhibits and Schedules to this Agreement are integrated into this Agreement as if fully set forth herein.

          (e) The words “ include, ” “ includes ” and “ including ” when used herein shall be deemed in each case to be followed by the words “ without limitation. ”

          (f) The Parties agree that, because all Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any party by reason of that party’s role in drafting this Agreement.

ARTICLE II
THE MERGER

      2.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time in accordance with the provisions of the DGCL, Merger Sub shall be merged with and into Sorrento. At the Effective Time, the separate existence of Merger Sub shall cease, and Sorrento shall continue as the surviving company of the Merger (hereinafter sometimes referred to as the “ Surviving Company ”).

      2.2 The Closing . The closing of the Merger and the other transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Greenberg Traurig P.A., in Miami, Florida, or such other place as agreed by the Parties (and with consent of the Parties, concurrently in such additional places as is appropriate given the nature of the transactions), commencing at 9:00 a.m. Eastern Standard Time of the second Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby or such other date as the Parties may mutually determine (the “ Closing Date ”). Schedule 2.2 contains a list of the certificates, securities, funds, consents, authorizations and other documents that are to be delivered by each party to the other party or parties (or to shareholders or stockholders of the Parties, as applicable, and other third parties) at or prior to Closing.

      2.3 The Effective Time . The Merger shall become effective on the date and at the time that the certificate of merger (the “ Certificate of Merger ”) is filed with the Secretary of State of the State of Delaware and becomes effective. The time at which the Merger shall become effective as aforesaid is referred to herein as the “ Effective Time. ”

      2.4 Effects of the Merger . The Merger shall have the effects provided for herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the properties, rights, privileges, powers and franchises of Sorrento and Merger Sub shall vest in the Surviving Company and all debts, liabilities and duties of Sorrento and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

      2.5 Certificate of Incorporation and By-Laws; Directors and Officers.

          (a) Articles of Incorporation and By-Laws . Sorrento has made available to Parent the Sorrento Certificate and Sorrento By-Laws, each as in effect at the date hereof. Simultaneously with the Effective Time, Parent, in its capacity as sole stockholder of the Surviving Company, shall take all necessary actions required to adopt an amended and restated certificate of incorporation and By-Laws of the Surviving Company, substantially in the form attached as Exhibit D hereto (the “ Amended Charter Documents ”), and such Amended Charter Documents shall be the charter documents of the Surviving Company from and after the Effective Time until further amended in accordance with applicable law.

          (b) Directors and Officers . The directors and officers of Parent and the directors and officers of Surviving Company immediately after the Effective Time shall be as determined pursuant to Section 6.7 , and each shall hold their respective offices from and after the

Effective Time until their successors shall have been elected and shall have qualified in accordance with applicable Law, or as otherwise provided in the Amended Charter Documents with respect to the Surviving Company and the Parent Articles of Incorporation and By-Laws with respect to Parent, respectively.

ARTICLE III
MANNER OF CONVERTING SECURITIES
TREATMENT OF OPTIONS

      3.1 Conversion and Exchange of Shares in the Merger . Subject to the provisions of this Article III, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or Sorrento or any of the shareholders or stockholders of any of the foregoing, the outstanding securities of Sorrento and Merger Sub shall be exchanged or cease to exist, as follows:

          (a) at the Effective Time, each ordinary share of Merger Sub that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder, be converted into one fully paid share of common stock, par value $0.001 per share, of the Surviving Company; and

          (b) each Sorrento Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, by virtue of the Merger and without any action on the part of the holder, such number of validly issued, fully paid and nonassessable Parent Shares as is equal to the quotient of (i) the Total Merger Consideration, divided by (ii) the Fully Diluted Sorrento Share Amount; provided, however, that a number of validly issued, fully paid and nonassessable Parent Shares equal to the Sorrento Escrowed Securities shall be deposited with, and held in escrow by, Bank of America. N.A., as escrow agent (the “ Escrow Agent ”), as contemplated by Section 9.3 to satisfy indemnification obligations of Sorrento, if any, in accordance with the terms of the Escrow Agreement and Article IX of this Agreement.

      3.2 Exchange of Sorrento Shares . As soon as practicable after the Effective Time, upon delivery to Parent of an executed Letter of Transmittal, Parent shall deliver to the record holders of the Sorrento Shares (as set forth on Schedule 4.5 hereto), Parent Shares registered in the name of such Sorrento Stockholders representing the number of Parent Shares to which such Sorrento Stockholders are entitled under Section 3.1(b) .

      3.3 No Further Ownership Rights in Sorrento Securities . All Parent Shares issued to Sorrento Stockholders upon the surrender for exchange of Sorrento Shares by Sorrento Stockholders to Parent in accordance with the terms of this Article III shall be deemed to have been issued (and paid) in full satisfaction of all rights and interests pertaining to the Sorrento Shares. At the Effective Time, the transfer books of Sorrento shall be closed and there shall be no further registration of transfers on the transfer books of the Surviving Company of the Sorrento Shares that were outstanding immediately prior to the Effective Time.

      3.4 No Fractional Shares . No fraction of a Parent Share shall be issued upon the surrender for exchange of Sorrento Shares, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the

owner thereof to vote or to any rights of a shareholder of Parent. Notwithstanding anything else contain herein to the contrary, each holder of Sorrento Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall receive from Parent, in lieu of such fractional share, one share of Parent Common Stock.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SORRENTO

     Except as set forth on the Schedule of Exceptions delivered to Parent and Merger Sub hereunder, whether or not such Schedule is specifically referenced herein, Sorrento hereby represents and warrants to Parent and Merger Sub as of the date of this Agreement, or as of such other date as is explicitly set forth below, as follows:

      4.1 Organization and Existence . Sorrento is a corporation duly organized and validly existing under the Laws of the State of Delaware. Sorrento has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as currently conducted. Sorrento is presently qualified to do business as a foreign corporation in each other jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Sorrento with respect to its current activities, taken as a whole. True and accurate copies of the Sorrento Certificate and Sorrento By-Laws as of the date hereof have been delivered to Parent.

      4.2 Company Power . Sorrento has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations hereunder.

      4.3 Authorization . All action on the part of Sorrento and its officers, directors and security holders necessary for the authorization, execution and delivery of this Agreement and the performance of its respective obligations hereunder, has been taken or will be taken prior to or upon Closing. This Agreement has been duly executed by Sorrento and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes and will constitute a valid and legally binding obligation of Sorrento, except (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

      4.4 Subsidiaries . Sorrento does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association, other business entity or Person. Sorrento is not a participant in any joint venture, partnership or similar arrangement. Except as set forth on Schedule 4.4 , since its inception, Sorrento has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person.

      4.5 Capitalization.

          (a) The authorized share capital of Sorrento on the date hereof and immediately prior to the Closing is, and shall be 20,000,000 shares of Sorrento Common Stock,

par value $0.001 per share, of which 6,646,274 shares are issued and outstanding. The Sorrento Shares have the rights, preferences, privileges and restrictions set forth in Sorrento’s Articles and By-Laws. No Sorrento Shares are held in Sorrento’s treasury. There are no Sorrento Shares held by any of Sorrento’s Subsidiaries.

          (b) All Sorrento Shares are duly authorized and validly issued, fully paid and nonassessable, free and clear of any and all Liens. The Sorrento Shares have the rights, preferences, privileges and restrictions set forth in the Sorrento Certificate and Sorrento By-Laws. The Sorrento Stockholders list attached as Schedule 4.5(b) hereto is true and correct and accurately reflects the number of Sorrento Shares held by each Sorrento Stockholder as of the date hereof. No additional Sorrento Shares and no Sorrento Options or other similar rights have been issued.

          (c) All issued and outstanding Sorrento Shares have been duly authorized and validly issued in compliance with applicable Laws, including the DGCL and applicable securities Laws and the rules and regulations promulgated thereunder, and are fully paid and nonassessable and free and clear of Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of U.S. federal and state securities Laws.

          (d) Except as set forth on Schedule 4.5(d) : there are no (i) options, warrants, preemptive rights, rights of first refusal, right of participation, right of maintenance, put or call rights or obligations, outstanding securities, instruments or obligations that are or may become convertible into or exchangeable for any Sorrento Securities, or anti-dilution or other rights to purchase or acquire from Sorrento any Sorrento Securities; and (ii) rights to have Sorrento Securities registered for sale to the public in connection with the Laws of any jurisdiction, and to Sorrento’s knowledge, no agreements relating to the voting of Sorrento’s voting securities (except as contemplated hereby) and no restrictions on the transfer of Sorrento’s equity securities, other than those arising under applicable securities Laws and as set forth on Schedule 4.5(d) . Except as set forth on Schedule 4.5(d) , there is no (i) contract under which Sorrento is or may become obligated to issue, deliver or sell or repurchase, redeem or otherwise acquire any shares of its capital stock, or (ii) any other securities or condition or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities from Sorrento. All outstanding Sorrento Shares were issued pursuant to and in compliance with a valid exemption from registration under the Securities Act, and have been issued in compliance with applicable state securities Laws and all requirements set forth in applicable contracts.

      4.6 Financial Statements.

          (a) As soon as available and no later than ten (10) days prior to the Closing Date, Sorrento shall deliver to Parent the audited financial statements of Sorrento as of and for the fiscal years ended December 31, 2007 and December 31, 2008 and unaudited financial statements of Sorrento as of and for the three months and six months ended June 30, 2009, together with any notes thereto having been prepared in accordance with GAAP consistently applied on a consolidated basis, provided, however, that if the Closing Date is on or later than the End Date, Sorrento shall deliver unaudited financial statements of Sorrento for the three months and six months ended June 30, 2009 and any other interim period for which unaudited financial

statements of Sorrento are required to be filed with the SEC in connection with the Transaction Form 8-K (collectively, the “ Sorrento Financial Statements ”). As of the date of their delivery to Parent and as the Closing Date, the Sorrento Financial Statements, together with any notes thereto shall be true and correct in all material respects and fairly present in all material respects the financial condition, results of operations and cash flow of Sorrento as of the dates, and for the periods, indicated therein. Except as set forth in the Sorrento Financial Statements or Schedule 4.6(a) , Sorrento has no liabilities of any nature, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2008 and (ii) obligations under contracts and commitments incurred in the ordinary course of business.

          (b) The books and records of Sorrento are maintained in material compliance with applicable legal and accounting requirements. By the Effective Time, Sorrento will have made reasonable and diligent progress toward maintaining a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability of assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (c) Except as and to the extent reflected, disclosed or reserved against in the latest financial statements included within the Sorrento Financial Statements or as set forth on Schedule 4.6 , Sorrento has not, since the date of such financial statements, incurred any liabilities, whether absolute, accrued, contingent or otherwise, material to the business, operations, assets, financial condition of Sorrento, other than trade payables, accrued expenses and under contracts and commitments incurred in the ordinary course of business consistent with past practice.

      4.7 Absence of Certain Changes or Events . Since December 31, 2008, except as set forth on Schedule 4.7 : (i) there has been no event, occurrence or development that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect on Sorrento or which, if taken after the date hereof, would constitute a breach of the covenants set forth in Sections 6.9 or 6.15 ; (ii) Sorrento has not altered its method of accounting or the identity of its auditors; (iii) Sorrento has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any Sorrento Securities and (iv) Sorrento has not issued any equity securities. Sorrento has not taken any steps to seek protection pursuant to any bankruptcy Law nor does Sorrento have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy Proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Sorrento is not Insolvent as of the date hereof, and, after giving effect to the transactions contemplated hereby to occur at Closing, will not be Insolvent.

      4.8 Material Agreements . A list of all oral and written material agreements of Sorrento is set forth on Schedule 4.8 (each, a “ Sorrento Material Agreement ”). Each Sorrento Material Agreement is in full force and effect and is enforceable against Sorrento and, to Sorrento’s knowledge, the other parties thereto in accordance with its terms. Sorrento and, to

Sorrento’s knowledge, each other party thereto, have in all material respects performed all the obligations required to be performed by them to date (or such non-performing party has received a valid, enforceable and irrevocable written waiver with respect to its non-performance), have received no written notice of default and are not in default (with due notice, lapse of time or both) under any Sorrento Material Agreement. Sorrento has no knowledge of any breach or anticipated breach by the other party to any Sorrento Material Agreement.

      4.9 Intellectual Property

          (a) Sorrento owns or licenses for use (with a right of sublicense) certain Intellectual Property (“ Sorrento Intellectual Property ”), such Sorrento Intellectual Property being all that is necessary for the business of Sorrento as presently conducted. To Sorrento’s knowledge, no Sorrento Intellectual Property infringes on the valid and existing Intellectual Property rights of others or, to Sorrento’s knowledge, any other rights of others. No claim is pending or, to Sorrento’s knowledge, threatened, alleging any such infringement or with respect to the ownership, validity, license or use of, or any infringement resulting from, either the Sorrento Intellectual Property or the development of any material products or services by Sorrento. No loss or expiration of the Sorrento Intellectual Property is pending or, to Sorrento’s knowledge, threatened. Schedule 4.9 contains a complete list of the patents and patent applications, trademark applications and registrations, copyright registrations, and domain name registrations included in Sorrento Intellectual Property. There are no outstanding options, licenses or other agreements relating to the Sorrento Intellectual Property, and Sorrento is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. Sorrento is not in violation of any license, sublicense or other agreement relating to any Intellectual Property to which it is a party or otherwise bound. Except as set forth on Schedule 4.9 , Sorrento is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of or claimant to any Intellectual Property with respect to the use thereof in connection with the conduct of its business as it is presently conducted. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which any stockholder of Sorrento is a party or by which such stockholder is bound that involve indemnification by Sorrento with respect to infringements of Intellectual Property. To Sorrento’s knowledge, all registrations owned by or on behalf of any stockholder of Sorrento, and applications to Governmental Authorities in respect of such Sorrento Intellectual Property, are valid and in full force and effect. Except as set forth on Schedule 4.9 , to Sorrento’s knowledge, no person is infringing on the Sorrento Intellectual Property.

          (b) To Sorrento’s knowledge, each former and current officer, employee and consultant of Sorrento, who had or has access to Sorrento confidential information and/or was or is involved in any Sorrento research and development, has executed a Confidential Information and Invention Assignment Agreement, substantially in the form(s) delivered to Parent or are otherwise bound by confidentiality undertakings, and each such agreement remains in full force and effect pursuant to its terms. To Sorrento’s knowledge, no such officer or employee or consultant is in violation of such proprietary information agreement or of any prior Employee Contract, proprietary information agreement or other agreement relating to the right of any such individual to be employed by, or to contract with, Sorrento, and, to Sorrento’s knowledge, the continued employment by Sorrento of its present employees, and the performance of any of Sorrento’s contracts with its independent contractors, will not result in any such violation. No

stockholder of Sorrento has received any written notice alleging that any such violation has occurred.

          (c) The Merger does not and will not materially or adversely affect any rights of Sorrento or the Surviving Company to use any material Sorrento Intellectual Property.

      4.10 Title to Properties and Assets; Liens . Sorrento has good and marketable title to its properties and assets and has a valid leasehold interest to all its leased property, in each case, not subject to any Lien, other than (i) for Liens for current Taxes not yet due and payable, and provided for on the applicable financial statements, and (ii) de minimis Liens and defects in title which do not in any case, individually or in the aggregate, materially detract from the value, continued ownership, use or operation of the property subject thereto or materially impair business operations, and that have not arisen otherwise than in the ordinary course of business (the “ Permitted Liens ”). With respect to the property and assets it leases, Sorrento is in compliance with such leases in all material respects and holds a valid leasehold interest free of all Liens other than Permitted Liens. Sorrento’s properties and assets are in good condition and repair in all material respects other than in respect of ordinary wear and tear thereto. Sorrento does not currently own, and has never owned, any real property.

      4.11 Compliance with Other Instruments and Laws . Sorrento is not in violation, breach or default of any provision of its organizational documents. Sorrento is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Sorrento or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. Sorrento is not in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977 ( “FCPA” ), which violation, individually or in the aggregate, would have a Material Adverse Effect on Sorrento. Sorrento has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by Sorrento, and Sorrento’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Sorrento Material Agreement or any of the foregoing provisions, require any consent or waiver under any Sorrento Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closing), result in the creation of any Lien upon any of the properties or assets of Sorrento, trigger any right of cancellation, termination or acceleration under any Sorrento Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise

permit, license, authorization or approval applicable to Sorrento or result in a Material Adverse Effect on Sorrento other than any such matter caused by the Parent or Merger Sub.

      4.12 Litigation . There is no action, suit, Proceeding or investigation pending or, to Sorrento’s knowledge, threatened against or affecting Sorrento or its properties or rights before any court or by or before any Governmental Authority. The foregoing includes, without limitation, actions pending or, to Sorrento’s knowledge, threatened involving the prior employment of any employee of Sorrento, their use in connection with the business of Sorrento or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. Sorrento is not a party or subject to, and none of its respective assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any Governmental Authority. There is no action, suit or Proceeding initiated by Sorrento currently pending or which Sorrento intends to initiate. There is no action, suit, claim or Proceeding pending or, to Sorrento’s knowledge, threatened, that questions the validity of this Agreement or the right of Sorrento to enter into this Agreement, or to consummate the transactions contemplated hereby.

      4.13 Government or Third Party Consents . No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with any Governmental Authority, any court or tribunal, or other third party, is required by Sorrento in connection with the valid execution and delivery of this Agreement or the consummation of any transaction contemplated hereby, except approval of proposals to approve the Merger by the holders of the Sorrento Shares.

      4.14 Permits . Sorrento has all material Permits necessary for the conduct of its business as now being conducted by it. Sorrento is not in default in any material respect under any of its Permits. Sorrento has complied in all material respects with all federal, state and foreign Laws applicable to its business.

      4.15 Brokers or Finders . In connection with this Agreement and the transactions contemplated hereby, Sorrento has not engaged any brokers, finders or agents, and Sorrento has not incurred, or will not incur, directly or indirectly, as a result of any action taken by such stockholder or any of its Affiliates, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges.

      4.16 Tax Returns and Payments . Sorrento has accurately prepared and timely filed all Tax Returns required to be filed by it, if any, has paid all Taxes, assessments, fees and charges owed by it and due to be paid (regardless of whether shown on any such Tax Return) and has otherwise made adequate provision for the payment of all Taxes, assessments, fees and charges owed by it. Sorrento has withheld or collected from each payment made to each of its employees, the amount of all Taxes required to be withheld or collected therefrom, and, to the extent due, has paid the same to the proper Tax receiving officers or authorized depositaries. Sorrento has not been advised in writing (a) that any of its returns have been, will be or are being audited or (b) of any deficiency in assessment or proposed adjustment to its federal, state or other Taxes. No assessment or proposed adjustment of Sorrento’s income or other Taxes is pending. Sorrento is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has been made by a Governmental Authority in a jurisdiction where Sorrento

does not file reports and returns that Sorrento is or may be subject to taxation by Tax authorities in that jurisdiction. There are no Liens on any of the assets of Sorrento that arose in connection with the failure or alleged failure to pay any Tax. Sorrento has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or third party. Sorrento has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. Sorrento has not entered into a closing agreement with respect to any Taxes. Sorrento has not made any payments, and is not and will not become obligated under any contract entered into on or before the Closing Date to make any payments in connection with the transactions contemplated by this Agreement, or in connection with a combination of the transactions contemplated by this Agreement and any other event, that will be non-deductible or subject to excise Tax or that would give rise to any obligation to indemnify any Person for any excise Tax payable. Sorrento is not a party to or bound by any Tax allocation or Tax sharing agreement and does not have any current or potential obligation to indemnify any other Person with respect to Taxes. Sorrento does not have any liability for Taxes of any person under Section 1.1502-6 of the Treasury Regulations (or any corresponding provision of state, local or foreign Tax Law), or as transferee, successor, by contract or otherwise. Sorrento has not made any payments, nor is it or will it become obligated under any contract entered into on or before the Closing Date to make any payments in connection with the transactions contemplated by this Agreement, or in connection with a combination of the transactions contemplated by this Agreement and any other event, that will be non deductible under Section 280G of the Code (or any corresponding provisions of state, local, or foreign Law) or subject to the excise Tax under Section 4999 of the Code (or any corresponding provision of state, local, or foreign Tax Law) or that would give rise to any obligation to indemnify any Person for any excise Tax payable pursuant to Code Section 4999 of the Code (or any corresponding provisions of state, local, or foreign Tax Law). Sorrento has not participated in any reportable transaction as contemplated in Section 1.6011-4 of the Treasury Regulations. Sorrento will not be required, as a result of a change in method of accounting for a taxable period ending on or prior to the Closing Date, to include any adjustment under Sections 481(c) or 263A of the Code (or any equivalent provision of state, local, or foreign Tax Law) in taxable income for any taxable period (or portion thereof) beginning after the Closing. Sorrento has not been a member of an affiliated group (as defined in Section 1504 of the Code), filed or been included in a combined, consolidated or unitary income Tax Return, nor has it been a partner, member, owner or beneficiary of any entity treated as a partnership or a trust for Tax purposes. Sorrento has not made any payments, nor will it become obligated under any contract entered into on or before the Closing Date to make any payments, that it reasonably believes would not be fully deductible under Section 162(m) of the Code. Sorrento is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. True, correct and complete copies of all income and sales Tax Returns filed by or with respect to Sorrento for the past three years have been furnished or made available to Parent. None of Sorrento’s assets is “ tax-exempt use property ” within the meaning of Section 168(h) of the Code; and none of its assets is required to be or is being depreci ated pursuant to the alternative depreciation system under Section 168(g)(2) of the Code. There is currently no limitation existing prior to the Merger on the utilization of net operating losses, capital losses, built-in losses, Tax credits or similar items of Sorrento under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state or local). Sorrento is not subject to Tax in, engaged in business

in, nor does it have a permanent establishment in, any foreign jurisdiction. Sorrento has not entered into a gain recognition agreement pursuant to Treasury Regulation Section 1.367(a)-8. Sorrento has not transferred an intangible asset, the transfer of which would be subject to the rules of Section 367(d) of the Code.

      4.17 Employees . Schedule 4.17 contains a complete list of all employees of Sorrento and their pay rates. Except as set forth on Schedule 4.17 , the employment of each employee of Sorrento is terminable at will. Except as set forth on Schedule 4.17 , no employee of Sorrento has been granted the right to continued employment by Sorrento or to any material compensation following termination of employment with Sorrento. No employee of Sorrento, nor any consultant with whom Sorrento has contracted, is in violation of any term of any employment contract, noncompetition or proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, Sorrento or any judgment, decree or order of any court, or administrative agency or other Governmental Authority under which it is subject; and the continued employment by Sorrento of its present employees, and the performance of Sorrento’s contracts with its independent contractors, will not result in any such violation. Neither the execution or delivery of this Agreement, nor the carrying on of Sorrento’s business by the employees and independent contractors of Sorrento, nor the conduct of Sorrento’s business as now conducted will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee or independent contractor is now obligated and of which Sorrento has knowledge. Sorrento has not received any notice alleging that any such violation has occurred. Sorrento is not in default with respect to any obligation to any of its employees. No employee of Sorrento is represented by any labor union or covered by any collective bargaining agreement. There is no pending or threatened dispute involving Sorrento and any employee or group of its employees. Sorrento has complied and is currently complying with all applicable Laws relating to employment and employment practices, terms and conditions of employment, and wages and hours, except for noncompliance that, individually and in the aggregate, would not have a Material Adverse Effect on Sorrento.

      4.18 Employee Benefit Plans.

          (a) Schedule 4.18 sets forth a correct and complete list of all Sorrento Employee Benefit Plans. Each Sorrento Employee Benefit Plan, and its related documents, has been made available to Parent.

          (b) There are no pending actions, claims or lawsuits that have been asserted or instituted against any Sorrento Employee Benefit Plan, the assets of any of the trusts under any Sorrento Employee Benefit Plan or the sponsor of any Sorrento Employee Benefit Plan, or, to Sorrento’s knowledge, against any fiduciary or administrator of any Sorrento Employee Benefit Plan with respect to the operation of any Sorrento Employee Benefit Plan (other than routine benefit claims).

          (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will: (i) result in any payment becoming due to any current or former employee, officer, director or consultant of Sorrento; (ii) increase any benefits otherwise payable under any Sorrento Employee Benefit Plan; (iii) result in the

acceleration of the time of payment or vesting of any rights with respect to any such benefits under any Sorrento Employee Benefit Plan; or (iv) require any contributions or payments to fund, or any security to secure, any obligations under any Sorrento Employee Benefit Plan. There are no Sorrento Employee Benefit Plans that, individually or collectively, could give rise to the payment in connection with the transactions contemplated by this Agreement, or in connection with a combination of the transactions contemplated by this Agreement and any other event, of any amount that would not be deductible pursuant to the terms of applicable Law.

      4.19 Obligations of Management . Except as set forth on Schedule 4.19 , each officer and key employee of Sorrento is currently devoting substantially all of his or her business time to the conduct of the business of Sorrento. Sorrento is not aware of any officer or key employee of Sorrento who is planning to work less than full time at Sorrento in the future. To Sorrento’s knowledge, no officer or key employee is currently working or plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise or is planning to leave the employ of Sorrento.

      4.20 Obligations to Related Parties . Except as set forth on Schedule 4.20 , there are no loans, leases, agreements, understandings, commitments or other continuing transactions between Sorrento and any employee, officer, director or member of his or her immediate family or stockholder of Sorrento or member of his or her immediate family or any person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with any of the foregoing persons. To Sorrento’s knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which Sorrento is affiliated or with which Sorrento has a business relationship, or any firm or corporation that competes with Sorrento, except in connection with the ownership of stock of publicly-traded companies (but not exceeding 2% of the outstanding capital stock of any such company). No employee, officer, director or