SECURED PROMISSORY NOTE

This PROMISSORY NOTE (the “Note”), dated September 12, 2008, from VioQuest Pharmaceuticals, Inc. (“Maker”), a corporation duly formed and existing under the laws of the state of New Jersey, to Morgan, Lewis & Bockius, LLP (“Payee”), a limited liability partnership duly formed and existing under the laws of the Commonwealth of Pennsylvania.

WHEREAS, Payee has provided legal advice and services from time to time to Maker relating to various aspects of Maker’s business;

WHEREAS, Payee has accrued fees and expenses, which, as of the date hereof, total $527,849.50, and which are currently due and payable by Maker;

WHEREAS, due to current financial limitations, Maker proposed to evidence its payment obligation in this Note, which Note shall be payable no later than December 31, 2008;

WHEREAS, Payee has agreed to accept this Note on the terms and conditions contained herein;

NOW, THEREFORE, FOR VALUE RECEIVED and intending to be legally bound, Maker hereby unconditionally promises to pay to the order of Payee, with an address of 1701 Market Street, Philadelphia, Pennsylvania 19103 (or such other address as Payee may specify in writing), the principal amount of FIVE HUNDRED TWENTY-SEVEN THOUSAND, EIGHT HUNDRED FORTY-NINE DOLLARS AND FIFTY CENTS ($527,849.50), in the manner and upon the terms and conditions set forth below.

The actual amount due and owing from time to time under this Note shall be evidenced by Payee’s records of receipts and disbursements, which shall be prima facie evidence of such amount, absent manifest error. This Note shall not accrue interest.

1.    Payment . The entire outstanding principal amount of this Note shall be due and payable upon the earlier of (a) the occurrence of one or more Liquidity Events, the aggregate proceeds of which are sufficient to satisfy in full Maker’s obligations under this Note, or (b) December 31, 2008.

For purposes of this Note, a “ Liquidity Event ” shall mean the occurrence of one or more of the following:

(i)    the approval by the New Jersey Economic Development Authority (“ NJEDA ”) of Maker’s application (the “ Application ”) to sell Maker’s Unused Net Operating Losses Carryover (as defined in the Application) under NJEDA’s Technology Business Tax Certificate Transfer Program (the “ Program ”), and the subsequent sale of Maker’s Unused Net Operating Losses Carryover thereunder;

(ii)    any sale, transfer or other disposition (including pursuant to a sale-leaseback transaction) of any property or asset of Maker or any subsidiary (other than sales of inventory in the ordinary course of business), unless, within 90 days of Maker’s receipt of such proceeds (or if committed to be reinvested within 180 days of the receipt of such proceeds, within 180 days of the receipt of such proceeds), such proceeds are reinvested to replace the property or assets so sold, transferred or disposed of;

(iii)    any licensing or similar transaction pursuant to which Maker authorizes a third party to use, copy, enhance, modify, access, distribute and/or sublicense any of Maker’s intellectual property;

(iv)    the incurrence, sale or issuance of any indebtedness and/or the issuance of any equity by Maker or any subsidiary thereof; or

(v)    any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Maker, unless within 90 days of Maker’s receipt of such proceeds (or if committed to be reinvested within 180 days of the receipt of such proceeds, within 180 days of the receipt of such proceeds), such proceeds are reinvested to repair or replace the property or assets so damaged or taken.

2.    Mandatory Prepayment . Notwithstanding the provisions of Section 1 , upon the occurrence of any Liquidity Event, Maker shall promptly pay to Payee in full, in cash, that portion of the outstanding principal amount of the Note equal to the proceeds of the Liquidity Event, regardless of whether the proceeds of such Liquidity Event are sufficient to fully satisfy Maker’s payment obligations under this Note.

3.    Security .

(a)    As security for the prompt and complete payment and performance in full of all obligations under this Note, Maker hereby pledges and assigns to Payee, and hereby grants to Payee, a security interest in and a lien on all of the Collateral. For purposes of this Note, “ Collateral ” shall mean all right, title and interest of Maker in, to and under any and all proceeds of the sale or sales of Maker’s Unused Net Operating Losses Carryover under the Program.

(b)    Maker hereby irrevocably authorizes Payee at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing and continuation statements and amendments thereto that are necessary or advisable, as determined by Payee, for the establishment and maintenance of Payee’s security interest hereunder.

4.    Events of Default and Remedies .

(a)    Events of Default . In case one or more of the following events (“ Events of Default ”) (wh