Voting Trust Agreement

VOTING TRUST AGREEMENT


This is a Voting Trust Agreement (the "Agreement") dated as of ----------------, among IXION Biotechnology Inc. ("Company"), ----------------- ("Shareholder") and QVESTOR, LLC, a Delaware limited liability company, as Trustee.


Background


The Shareholder currently owns ---------- shares of common stock (the "Shares") of IXION BIOTECHNOLOGY, INC. (the "Company"). Pursuant to section 4(d) of a Shareholders' Agreement dated July 14, 2000 among the Shareholder, the Company, and certain other shareholders named therein ("Shareholders Agreement"), the parties desire to enter into this Agreement regarding the deposit of the Shares with the Trustee. Accordingly, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:


Terms


1. Filing. A copy of this Agreement and any amendment to this Agreement shall be filed in the principal office of the Company, and shall be open to the inspection of any shareholder of the Company. All voting trust certificates (the "Certificates") issued pursuant to this Agreement shall be issued, received, and held subject to all the terms of this Agreement. Every person entitled to receive voting trust certificates under this Agreement, representing shares of common stock of the Company, and their permitted transferees and assigns, shall be bound by the provisions of this Agreement.


2. Appointment of the Trustee. The Trustee shall be QVESTOR, LLC.


3. Transfer of Stock to Trustee. As soon as reasonably possible after the execution of this Agreement, the Shareholder will deposit with the Trustee, the certificate or certificates for the Shares, together with instruments duly executed for the transfer of the Shares to the Trustee. Pending the delivery of such instruments, the Shareholder hereby transfers the Shares to the Trustee. The Shares shall be vested in the Trustee and shall be transferred to the name of the Trustee on the books of the Company.


4. Trust Certificates. Following the deposit by the Shareholder of the certificate or certificates representing their respective Shares with the Trustee, the Trustee shall issue and deliver a Certificate to the Shareholder representing his


beneficial ownership of the Shares (a "Certificate"), in substantially the form attached to this Agreement as Exhibit A.


5. Rights of Trustee.


(a) The Trustee shall have the right to exercise, in person or by proxy, all of the Shareholder's voting rights and powers in respect of the Shares registered in the name of the Trustee, and to take part in or consent to any and all corporate or shareholder action. The right to vote shall include, without limitation, the right to vote on the election ofdirectors. The Trustee may in all matters act either at a meeting or by written consent. The parties acknowledge that the Trustee, for purposes of this Agreement, shall be permitted to vote the Shares and to exercise all such powers as are necessary for every legitimate business purpose for the Company. The Trustee shall have no liability for any actions taken pursuant to this Agreement, except for those actions taken in bad faith or in willful violation of this Agreement.


(b) It is expressly understood and agreed that the Shareholder or any future holders of Certificates (the "Holders") shall not have any right with respect to any Shares held by the Trustee to vote, to take part in, to consent to or in any way control or limit any corporate or shareholders' action.


(c) In voting the Shares held pursuant to this Agreement (either in person or by Proxy), the Trustee shall exercise its reasonable business judgment and may take such part in the management of the Company's affairs as it deems appropriate.


(d) It is expressly understood and agreed that at any time, subject to compliance with: (i) all applicable federal and state securities laws, (ii) all applicable shareholder agreements and (iii) any underwriter lock-up agreements that a Holder may sell, assign or otherwise transfer any of the Certificates and may pledge or otherwise encumber the Certificates; provided, however, the Shares represented by such Certificates shall continue to be bound by this Agreement and the new Holder shall sign a copy of this Agreement.


(e) The Trustee shall have the right, in its sole discretion and at any time during the term of this Agreement, to permit any Holder to sell, assign or otherwise transfer all or any portion of the Shares represented by the Holder's Certificates free of this Agreement, and this Agreement will continue in full force and effect with respect to all remaining Shares.


(f) It is also expressly understood and agreed that the Trustee has no rights in the Shares other than the voting rights set forth in this Agreement. All of the economic benefits of ownership of the Shares remain vested in the Shareholders. The Trustee may not at any time sell, transfer, assign, pledge or otherwise encumber any of the Shares without the consent of the relevant Holders.


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6. Term. This Agreement shall continue in effect for a period extending until the earlier of (a) July 15, 2010 or (b) the date that the Trustee and Shareholder agree in writing to ter ...