QUIKBYTE SOFTWARE INC (Form: 8-K/A, Received: 09/22/2009 06:11:28)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 21, 2009

QuikByte Software, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Colorado	000-52228	33-0344842

(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

6042 Cornerstone Ct. West, Suite B
San Diego, CA 92121
(Address of principal executive offices, including zip code)

(858) 205-4193
(Registrant’s telephone number, including area code)

4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

QuikByte Software, Inc. is filing this Amendment No. 1 to its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on September 21, 2009 (the “Original Form 8-K”), to disclose that QuikByte Software Inc.’s acquisition of Sorrento Therapeutics, Inc., a Delaware corporation, pursuant to that certain Merger Agreement, dated July 14, 2009, as amended, by and among QuikByte Software Inc., Sorrento Therapeutics, Inc. and Sorrento Merger Corp., Inc., a Delaware corporation and wholly-owned subsidiary of QuikByte Software Inc., Stephen Zaniboni, as Stockholders’ Agent thereunder, and Glenn Halpryn, as Parent Representative thereunder, was consummated on September 21, 2009. The Original Form 8-K incorrectly stated that the acquisition was consummated on September 18, 2009. This Amendment No. 1 is also being filed to change the date from “September 18, 2009” to “September 21, 2009” in Exhibits 10.3 and 10.11 to the Original Form 8-K and to change the date from “September 18, 2010” to “September 21, 2010” in Exhibit 10.11 to the Original Form 8-K.


Item 1.01.		Entry into a Material Definitive Agreement.

The disclosures set forth in Item 2.01 to this Current Report on Form 8-K are incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 21, 2009 (the “Closing Date”), QuikByte Software, Inc., a Colorado corporation (“QuikByte”, the “Company” or “we”, “our” or “us”), consummated its acquisition of Sorrento Therapeutics, Inc., a Delaware corporation (“STI”), pursuant to that certain Merger Agreement, dated July 14, 2009, as amended (referred to as the “Merger Agreement”), by and among the Company, STI and Sorrento Merger Corp., Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), Stephen Zaniboni, as Stockholders’ Agent thereunder (“Stockholders’ Agent”), and Glenn Halpryn, as Parent Representative thereunder (“Parent Representative”). In accordance with the Merger Agreement, Merger Sub merged with and into STI (the “Merger”), with STI as the surviving corporation and as our wholly-owned subsidiary. At the closing of the Merger (the “Merger Closing”), all of the issued and outstanding shares of STI common stock (the “STI Shares”) were converted into the right to receive an aggregate of 169,375,807 shares of QuikByte common stock, par value $0.0001 per share (the “QuikByte Common Stock”).

On September 18, 2009, as a condition to the Merger Closing, QuikByte entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the investors listed on Exhibit A thereto (the “Investors”) pursuant to which QuikByte received an aggregate investment of $2.0 million in consideration for an aggregate of 44,634,374 shares of QuikByte Common Stock (the “Financing”). The Investors included affiliates of Dr. Phillip Frost, Chairman and Chief Executive Officer of OPKO Health, Inc. (“OPKO”), which was a 34.8% stockholder of STI prior to the Merger, an entity in which Mr. Glenn Halpryn, a director of the Company and its former Chairman, President and Chief Executive Officer, and Mr. Steven Jerry Glauser, a greater than 5% shareholder of the Company, are members, Mr. Noah Silver, a former director and Vice President, Secretary and Treasurer of the Company, and Mr. Ronald Stein, a former director of the Company. Proceeds from the Financing are expected to be used to fund the Company’s general working capital and post-Merger research and development activities.

Upon completion of the Merger, after giving effect to the Financing, the QuikByte shareholders as of immediately prior to the Financing owned approximately 4.92% of the Company, the Investors, some of whom were QuikByte shareholders as of immediately prior to the Financing, owned approximately 19.83% of the Company, not including the shares of QuikByte they owned immediately prior to the Financing, and the former holders of STI Shares (including OPKO) owned approximately 75.25% of the Company, in each case on a fully-diluted basis.

Additionally, pursuant to the Merger Agreement, upon consummation of the Merger the board of directors of the Company was expanded from five to seven members, all prior QuikByte directors except for Mr. Glenn Halpryn and Dr. Curtis Lockshin resigned, and the following new directors were appointed: Drs. S. James Freedman, Henry Ji, Antonius Schuh and Ernst-Güenter Afting and Mr. Lewis Shuster. Each of the new directors will hold office until the earlier of the next annual meeting of shareholders and the election and qualification of their successors or their earlier death, resignation or removal. Additionally, effective upon consummation of the Merger, Glenn L. Halpryn resigned as Chief Executive Officer and President and Noah Silver resigned as Vice President, Secretary and Treasurer, and our board of directors appointed the following persons to serve in the offices set forth across from their names:


Name		Title(s)
Dr. Antonius Schuh		Chief Executive Officer
Dr. Henry Ji		Chief Scientific Officer and Secretary

Also pursuant to the Merger Agreement, the holders of 66.2% of the shares of QuikByte Common Stock as of prior to the Financing, prior holders of 100% of the STI Shares and the holders of 100% of the shares of QuikByte Common Stock acquired by the Investors in the Financing entered into lock-up agreements in respect of each such persons’ or entities’ shares of QuikByte Common Stock. The lock-up agreements provide that such shares

may not be sold, directly or indirectly, for a period of 24 months following consummation of the Merger, subject to certain exceptions.

The QuikByte Common Stock issued under the Merger Agreement to the holders of STI Shares, and the shares sold to the Investors in the Financing, were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated under that section, which exempts transactions by an issuer not involving a public offering. None of these securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. No registration rights have been granted to the prior holders of STI Shares or any other party.

The consolidation effected by the Merger will be accounted for as a reverse acquisition wherein STI will be treated as the acquirer for accounting purposes since it will control the combined enterprise.

Subsequent to the Merger and subject to approval by our shareholders, we intend to change our name to “Sorrento Therapeutics, Inc.” and redomesticate or reincorporate 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. Former holders of STI Shares which now represent more than 50% of the outstanding shares of QuikByte Common Stock have agreed to vote in favor of the preceding matters if a vote to approve them is held within three months of the Closing Date; among such holders are Drs. Schuh and Ji, Mr. Zaniboni and OPKO. Our common stock is traded on the OTC Bulletin Board (“OTCBB”) under the symbol “QBSW.”

FORM 10 DISCLOSURES

As disclosed elsewhere in this Current Report on Form 8-K, on September 21, 2009, we acquired STI upon consummation of the Merger. Item 2.01(f) of Form 8-K provides that if a registrant was a “shell company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as we were immediately preceding the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act (“Form 10”).

Accordingly, set forth below is the information that would be included in Form 10. Please note that the information provided below relates to the combined company subsequent to the Merger, except that information relating to periods before the Closing Date relates only to QuikByte, unless otherwise specifically indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the Form 10 disclosures, contain “forward-looking statements”, as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described under the caption “ Risk Factors ” in Item 1A of these Form 10 disclosures, some of which are briefly listed below. We do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

Risks and uncertainties, the occurrence of which could adversely affect our business, are set forth in the section entitled “Risk Factors” below.

* * * * *

Except where the context otherwise requires, the terms, “we,” “us,” “our” or “QuikByte” refer to the business of QuikByte Software, Inc. and its consolidated subsidiary, STI. “STI” refers to the business of Sorrento Therapeutics, Inc., our wholly-owned subsidiary. STI is our sole operating subsidiary and comprises all of our operations as of the date of this Current Report on Form 8-K.


Item 1.		Business.

The following description of our business should be read in conjunction with the information included elsewhere in this Current Report on Form 8-K. The description contains certain forward-looking statements that involve risks and uncertainties. When used in this Current Report on Form 8-K, the words “intend,” “anticipate,” “believe,” “estimate,” “plan” and “expect” and similar expressions as they relate to us are included to identify forward-looking statements. Our actual results could differ materially from the results discussed in the forward-looking statements as a result of certain of the risk factors discussed below, and those described under “Risk Factors” in this Current Report on Form 8-K.

Sorrento Therapeutics, Inc.

We are a development-stage biopharmaceutical company focused on applying our proprietary technology platform for the discovery and development of human therapeutic antibodies for the treatment of a variety of disease conditions, including cancer, inflammation, metabolic disease and infectious disease. We believe that our proprietary technology (the “STI Technology”) will allow us to construct an antibody library containing fully human antibodies. This library will be designed to facilitate the rapid identification and isolation of highly specific, antibody therapeutic product candidates that are fully human and that bind to disease targets appropriate for antibody therapy.

Our objective is to construct a human antibody library and, either independently or through one or more partnerships with pharmaceutical or biopharmaceutical organizations, to identify drug development candidates derived from this library. We intend to focus our initial efforts toward using our proprietary technology to create a fully human antibody library that will be the basis for our subsequent development. Following the construction of our library, we plan to focus our efforts primarily in the identification and isolation of human antibody drug candidates. In the event we are successful in developing our antibody library and any product candidates, we intend to actively seek partners with experience and expertise in the antibody drug development field in order to engage in any clinical development of these candidates. In the event we are able to construct a fully human antibody library, our objective is to generate revenue through service fees, technology access fees and license fees by offering access to the library and any development candidates derived from the library.

STI was originally incorporated as San Diego Antibody Company in California in 2006 and was renamed Sorrento Therapeutics, Inc. and reincorporated in Delaware in 2009. QuikByte was originally incorporated in Colorado in 1989. On July 14, 2009, STI, QuikByte, Merger Sub, Stockholders’ Agent and Parent Representative entered into the Merger Agreement. Pursuant to the Merger, which was consummated on September 21, 2009, Merger Sub merged with and into STI, the separate corporate existence of Merger Sub terminated and STI became a wholly-owned subsidiary of QuikByte. Subject to approval by QuikByte’s shareholders, QuikByte intends to change its name to “Sorrento Therapeutics, Inc.” and redomesticate 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. Former holders of STI Shares which now represent more than 50% of the outstanding shares of QuikByte Common Stock have agreed to vote in favor of the preceding matters if a vote to approve them is held within three months of the Closing Date, or six months under certain circumstances. Among these holders are Drs. Schuh and Ji, Mr. Zaniboni and OPKO.

Our principal executive offices are located at 6042 Cornerstone Ct. West, Suite B, San Diego, CA 92121, and our telephone number at that address is (858) 205-4193. Our website is www.sorrentotherapeutics.com. The contents of our website are not part of this Current Report on Form 8-K.

Background to Antibodies

The Function of Antibodies

The human immune system protects the body against a variety of infections and other illnesses. Specialized cells work together with the other components of the immune system to recognize, neutralize and eliminate from the body numerous foreign substances, infectious organisms and malignant cells.

Antibodies are part of the body’s principal defense mechanism against disease-causing organisms and other foreign molecules and toxins. Antibodies are protein molecules that are capable of recognizing substances potentially harmful to the human body, known as antigens, and binding to those antigens to neutralize or block them from interacting with and causing damage to the body. Antibodies are capable of recognizing and distinguishing between the subtlest of molecular differences in antigens. Antibodies that bind tightly to antigens are said to have “high affinity.”

Antibodies are naturally present in the blood and can survive in the circulation for extended periods in order to perform their surveillance and defense functions. Antibodies are made in the immune system by human white blood cells, called leukocytes. Human leukocytes produce millions of different types of antibodies, all with varying shapes that allow them to attach to and, as a result, neutralize different disease targets. For example, certain antibodies seek out and attach to viruses, bacteria and diseased cells, making them susceptible for destruction by the human immune system. Others attach to specific disease targets and block their interaction with other molecules or can be used to deliver a toxic agent to directly kill cancer cells.

As depicted below, the basic structure of an antibody comprises four polypeptides of two different sizes, two identical light chains and two identical heavy chains, named according to their relative size. The heavy and light chains are assembled within the white blood cell to form an antibody molecule. Each chain has a variable region, which contains the binding site for an antigen and gives the antibody its specificity, and a constant region which interacts with other parts of the immune system to facilitate the removal of the pathogen or foreign molecule. The genetic code determining the structure of a given variable region is referred to as immunoglobulin variable domain sequence.

Different antibodies are produced, in part, through random recombination of genes for the variable regions, as well as random pairing of the heavy and light chains. As a result, the immune system is able to adapt and produce antibodies against virtually any antigen. When an antibody encounters an antigen to which it binds, the white blood cell which produces the antibody proliferates to generate more antibodies against the target antigen. White blood cells which have differentiated to produce a specific antibody are called B lymphocytes.

Antibodies as Products

Recent advances in the technologies for creating and producing antibody products, coupled with a better understanding of how antibodies and the immune system function in key disease states, have led to significant interest in the commercial development of antibodies as therapeutic products. Evidence of this commercial development is discussed in the following publications, among others:

	•		According to a January 2009 publicly-available abstract for a market report titled “Antibodies in Oncology: Drug Pipeline Update 2009,” today “there are more than 222 companies plus partners developing more than 463 antibody based oncology drugs in more than 820 developmental projects” and, in total, “these antibody based drugs target around 64 different cancer indications.”

	•		A press release published in pipelinereview.com on November 25, 2008, states: “In 2007, total sales for the 20 antibody drugs on the market amounted to more than US $25 billion and antibody sales are forecast to increase to approximately US $50 billion in 2013. Fully human antibodies are recognized as the next generation and the majority of therapeutic antibodies currently in development are humanized or fully human. The average industry timescale from discovery to pre-clinical development of antibody therapies is only two to three years, considerably shorter than the average six years for small molecules. Antibodies also incur lower attrition rates than small molecules.”

	•		A publicly-available summary of the report titled “Monoclonal Antibody Therapeutics”, published by Bharat Book Bureau in August 2009, states: “Monoclonal antibodies achieved total sales of nearly $32bn in 2008 and have grown rapidly to command over 30% of the global biologic drug market” and that the authors of the report “expect significant opportunities for further commercial growth from 2009 to 2024.”

We believe that, as products, antibodies have several potential clinical and commercial advantages over traditional therapies, including small molecule drugs and surgery. These advantages may include the following:

	•		fewer unwanted and uncomfortable side effects as a result of high specificity for the disease target;

	•		greater patient compliance (use) as a result of more favorable pharmacokinetics over traditional therapies, including better absorption, distribution, metabolism and excretion; and

	•		enhanced ability to deliver various payloads, including drugs, radiation and toxins, to specific disease sites while avoiding surrounding (healthy) tissues.

Monoclonal and Chimeric/Humanized Antibodies

The therapeutic antibodies marketed today generally belong to a class of molecules known as “monoclonal antibodies” (“mAbs”). This term is used to refer to a homogeneous population of antibody molecules that are identical in their structure and functional characteristics. Historically, the approach to generating monoclonal antibodies has been to immortalize antibody-producing white blood cells from mice, so that the cells are capable of reproducing over an indefinite period of time. Any of these immortalized, fused cells, known as hybridomas and producing a specific antibody with desired binding characteristics, can then be selected, cloned and expanded, allowing the large scale production of a mouse mAb, or mouse antibody.

However, mouse antibodies are wholly composed of mouse protein sequences and tend to be recognized as “foreign” by the human immune system. When patients are repeatedly treated with mouse antibodies, they will begin to produce antibodies that effectively neutralize the mouse antibody, a reaction referred to as a Human Anti-Mouse Antibody (“HAMA”) response. In many cases, the HAMA response prevents the mouse antibodies from having the desired therapeutic effect and may cause the patient to have an allergic reaction.

Recognizing the limitations of mouse mAbs, researchers have developed a number of approaches to make them appear more “human-like” to a patient’s immune system. For example, improved forms of mouse antibodies, referred to as “chimeric” and “humanized” antibodies, are genetically engineered and assembled from portions of mouse and human antibody gene fragments. While these chimeric and humanized antibodies are more human-like, they still retain a varying amount of the mouse antibody protein sequence, and accordingly may continue to trigger a HAMA response. Additionally, the chimeric/humanization process can be expensive and time-consuming, often requiring additional weeks or months of secondary manipulation after the initial generation of the mouse mAbs.

Human Antibodies

The probability of inducing a HAMA response can be reduced through the generation of antibody therapeutic products with fully human protein sequences. Researchers have developed several antibody technologies to produce antibodies with 100% or fully human protein sequences. One approach to generating human antibodies, known as “antibody display” technology, involves cloning and expressing human antibody genes in novel contexts, such as bacteriophages, which are viruses that infect bacteria, yeast or ribosome/mRNA complexes, in order to display libraries of antibody fragments for subsequent in vitro selection against antigens. Ribosomes are intracellular organelles that synthesize proteins. The information for the sequence of amino acids used to synthesize a given protein comes from the mRNA sequence, which is “read” by the ribosome. A ribosome/mRNA complex is mRNA attached to a ribosome for translation into a protein. The STI Technology and the Winter II Technology discussed below are both antibody display technologies.

Another approach to develop human antibodies, called “human mouse technology”, is based on genetically engineered strains of mice in which the attempt has been made to inactivate mouse antibody gene expression and to functionally replace it with human antibody gene expression. The so-called human mouse can be immunized with an antigen of interest, and if, after some time, which is often many months, a sufficient immune response has taken place, human antibody candidates may be obtained.

An additional approach involves the clonal isolation and expansion of human B-lymphocytes. This approach is generally limited to creating antibodies only to non-human antigens or antigens to which the lymphocyte donor had previously responded. Accordingly, it may not be suitable for targeting many key diseases, such as cancer and inflammatory and autoimmune disorders, for which appropriate therapy might require antibodies to human antigens.

Technology Overview - Proprietary Human Antibody Library Technology

Winter II Technology

An industry-leading technology for the construction of human antibody libraries is the so-called “Winter II Technology”, which was developed by the Medical Research Council (“MRC”) at Cambridge, UK, The Scripps Research Institute in La Jolla, CA, and Stratagene, Inc. in La Jolla, CA. The Winter II Technology was licensed in part to Cambridge Antibody Technology Group (“CAT”), which is now owned by AstraZeneca PLC, and in part to Domantis Ltd., which is now owned by Glaxo SmithKline PLC. Through a settlement of an intellectual property dispute with CAT, MorphoSys AG practices a variation of the Winter II Technology in constructing its antibody library. The Winter II Technology process applies certain established gene sequence amplification technologies, such as polymerase chain reaction (“PCR”), to construct human antibody libraries. Gene sequence amplification is a process that produces a large number of copies of a given nucleic acid sequence or a group of nucleic acid sequences, which are the sequences in molecules that carry genetic information or form structures within cells — most commonly DNA and RNA. PCR is sequence-dependent, which means it amplifies only one or more specific nucleic acid sequences, depending on which primer is used . A primer is a specific synthetic starter sequence used in the amplification process. Once a large number of copies of specific nucleic acid sequences are produced by amplification, the copied nucleic acid sequences are transferred into a display system, which can translate the nucleic acid sequence information into proteins. This translation is referred to as protein expression. The expressed proteins can be used for subsequent in vitro selection against antigens, or antibody targets. The Winter II Technology process is covered by U.S. patents that begin to expire in 2018.

STI Technology

As opposed to the Winter II Technology, the STI Technology applies ribonucleic acid (“RNA”) transcription. RNA transcription is the replication of one strand of DNA template into hundreds of corresponding RNA sequences. Because it can be used with a single universal primer, RNA transcription is not sequence-dependent. Therefore, it can produce a large number of copies from a virtually unlimited variety of nucleic acid sequences and permits amplification of different gene sequences in parallel. When used to amplify immunoglobulin variable domain sequences, RNA transcription can amplify virtually the entire genetic information encoding for the variable domains of human antibodies. These amplified variable domain sequences can then be cloned into an appropriate expression system to produce a human antibody library.

While PCR was introduced in the mid 1980s, primarily for the purpose of amplifying specific gene sequences, RNA transcription-based amplification has gained popularity since the mid-1990s, primarily for the amplification of complex genetic sequence mixtures prior to micro-array analysis. RNA transcription appears ideally suited for use in the construction of a fully human antibody library because RNA transcription-based amplification is designed for amplifying a complex population of gene sequences, including the numerous gene sequences coding for the variable domains of human antibodies, in parallel.

We believe that the STI Technology will allow us to use RNA transcription-based amplification to construct a fully human antibody library. This library should facilitate the rapid identification and isolation of highly specific, antibody therapeutic product candidates that are fully human and that bind to disease targets appropriate for antibody therapy. The STI Technology was invented by Henry Ji, Ph.D., STI’s scientific co-founder and our Chief Scientific Officer. A U.S. patent covering the STI Technology was issued in July 2008.

Opportunity

The commercial and clinical success of antibody therapeutics and the general preference for fully human antibodies has led to a recent industry consolidation, whereby a number of technology providers of human antibody discovery platforms have been acquired by large pharmaceutical or biopharmaceutical companies, or have entered into significant collaborative agreements with large pharmaceutical companies, which, in effect, limit third parties’ access to their discovery platforms. Specifically:

	•		In 2006, AstraZeneca PLC acquired 100% ownership of CAT; Amgen Inc. acquired Abgenix, Inc.; and Glaxo SmithKline PLC entered into a large collaboration agreement with Genmab AS.

	•		In 2007, Glaxo SmithKline PLC acquired Domantis Ltd., Eisai Co. acquired Morphotek, Inc. and Novartis AG entered into a large collaboration agreement with MorphoSys AG.

	•		In 2009, Bristol-Myers Squibb Co. announced an agreement to acquire Medarex, Inc.

We believe this industry consolidation has helped to create a market opportunity for a novel, proprietary technology to create fully human antibodies.

Sorrento Therapeutics Strategy

Our objective is to develop a human antibody library and potentially become a leading partner to the pharmaceutical and biopharmaceutical industry as a provider of (1) access to human antibody libraries, and (2) human antibody drug development candidates derived from our libraries. Key elements of our strategy to accomplish this objective include the following:

	•		Constructing a large, naïve-human antibody library for antibody product development . Utilizing the STI Technology, we intend to construct a large, well characterized human antibody library. Following construction, we plan to screen clinically established antigens in the areas of infectious diseases, cancer, cardiovascular, or autoimmune and inflammatory diseases against this library with the goal to identify high affinity, functional antibodies. We believe these antibodies will validate our library and represent potential proprietary drug development candidates. The human antibodies so isolated for the antigens will be subjected to further biochemical characterization and functional testing, such as binding affinity, specificity and kinetics. The isolated human antibodies may undergo further optimization, applying for example in vitro maturation or molecular evolution to improve their affinity and specificity. We expect to gain access to antigens through contractual arrangements with leading academic researchers and companies involved in the identification and development of antigens or from publicly available sources.

	•		Constructing patient- or disease-specific human antibody libraries . We plan to make our platform technology available to others and generate revenues by selectively entering into contracts with pharmaceutical and biotechnology companies interested in using the STI Technology to develop antibody-based products.

			Among others, we plan to offer services where we construct human antibody libraries from blood samples derived from patient populations proposed by our potential collaboration partners, who may have an interest in the human immune response observed in individuals suffering from a specific condition.

	•		Establishing partnerships to seek development efficiency . We intend to minimize technology risk and optimize development efficiency. For fast follower products, the clinical development program established by the first-in-class provider is a significant advantage, as it represents a development strategy that has been shown to be successful. For first-in-class products, we expect to seek partnerships with biopharmaceutical companies with experience and expertise in the clinical indications under consideration for any drug candidates we develop.

See the section entitled “Risk Factors” in this Current Report on Form 8-K for a discussion of some of the risks relating to the execution of our business strategy.

Competitive Analysis

Winter II

The Winter II Technology is an industry leading antibody display technology, which is applied by CAT (now owned by AstraZeneca PLC), Domantis Ltd. (now owned by Glaxo SmithKline PLC) and Morphosys AG (engaged in a large collaboration with Novartis AG). Winter II Technology is a process to generate human antibody libraries via amplification of the highly variable regions of the heavy and light chains of human immunoglobulin genes obtained from human blood samples, followed by cloning and expression in a display system. The Winter II Technology is deemed to be the gold standard for the construction of an antibody library.

Additional Competitors

	•		Transgenic mice containing heavy human chain and human light chain genes on a “minilocus” (which are mice that possess a relatively small number of representative human heavy and light chain genes in their genome).

	•		“Transchromosomic” mice that contain large numbers of human heavy chain and light chain genes on one or more separate, or extra, chromosomes.

	•		“KM-Mouse ^® ” animals that are generated as a result of breeding “minilocus” containing mice with “transchromosomic” mice. “Transchromosomic” mice were developed by Kirin Brewing Co., Ltd. It is our understanding that “KM-Mouse” animals were developed through collaboration between Medarex, Inc. and Kirin Brewing Co. and are currently used by Medarex, Kirin and GenMab A/S.

	•		We believe Avanir Pharmaceuticals and XTL Biopharmaceuticals Ltd. use technologies in which human B cells and T cells are implanted in mice with compromised immune systems.

	•		BioSite Incorporated, through a collaboration with Medarex, generates human antibody phage display libraries from immunized “KM-Mouse” animals. Based on a review of publicly-available information, it is our understanding that these libraries are not used for deriving therapeutic antibody products.

	•		Morphotek, Inc., a subsidiary of Esai Co, applies its MORPHODOMA ^® and Libradoma™ technologies for the generation of fully human antibodies.

	•		AnaptysBio, Inc. applies certain components of somatic hypermutation to generate therapeutic antibodies.

	•		Adimab, Inc. applies a yeast based platform for the development of fully human antibodires, which, it claims, provides results faster when compared to human B-cell/hybridoma cell line based approaches.

The biopharmaceutical space is characterized by intense competition and rapid technological advances. Even if we are able to develop our proprietary platform technology and an antibody library, each will compete with a number of existing and future technologies and product candidates developed, manufactured and marketed by others. Specifically, we will compete against fully integrated pharmaceutical companies and smaller companies that are collaborating with larger pharmaceutical companies, academic institutions, government agencies and other public and private research organizations. Many of these competitors have technologies already FDA-approved or in development. In addition, many of these competitors, either alone or together with their collaborative partners, operate larger research and development programs and have substantially greater financial resources than we do.

Our Technology Advantages

We believe the STI Technology may offer the following advantages over competing technologies:

	•		The STI Technology is being designed to provide the full spectrum of human immunoglobulin gene recombination in fully human mAb libraries. Unlike chimeric and humanization technologies, we believe the STI Technology will allow the generation of antibodies with fully human protein sequences and will not be exposed to the challenges and limitations of human-to-animal gene transfer procedures.

	•		Because the STI Technology represents an in vitro human mAb library technology, it enables fast and cost-effective in vitro screening of a large number of antigens. The STI Technology is designed so that any antigen of interest can be investigated, without dependence on the successful induction of a host immune response against the antigen. As opposed to the human-mouse technology, the STI Technology does not require the establishment and maintenance of large animal husbandries, which are quite costly to establish and maintain. In addition, a given human antigen may not induce an immune response in mice. In such cases, the “human-mouse” technology appears to be less suitable for delivering human antibody development candidates.

	•		We believe the STI Technology will deliver fully human mAb libraries. Once constructed, we believe these libraries will be stable and capable of being stored for long-term use at minimal maintenance cost.

	•		The STI Technology applies RNA transcription-based amplification, which is linear and non-preferential, and should replicate and amplify the human immunoglobulin gene pool more faithfully than other amplification technologies, including Winter II Technology, potentially resulting in human antibody libraries more accurately displaying the human immunoglobulin gene pool.

	•		While PCR is ideally suited to amplify one specific nucleic acid sequence at a time, RNA transcription supports amplifying large numbers of different nucleic acid sequences in parallel. RNA transcription-based linear amplification allows very large numbers of distinct nucleic acid sequences to be amplified in parallel. Therefore, it eliminates certain problems experienced with PCR, including preferred sequence specific amplification rates and amplification drop outs, which are sequences that are not or only incompletely amplified.

	•		The STI Technology can potentially produce multiple product candidates against one or more antigens in a pathway of interest more quickly and cost effectively.

In addition, we believe that the STI platform offers the following advantages over competing platforms:

	•		We are an independent, development stage biotechnology company and, except for our license agreement with OPKO Health, we are not a party to agreements that restrict our right to enter into collaborative arrangements with third parties. By comparison, access to the Winter II Technology is, due to tightly held intellectual property rights in the United States and the aforementioned industry consolidation, restricted for United States pharmaceutical and biopharmaceutical companies.

	•		We believe that the STI Technology can be applied by us for the construction of fully human antibody libraries without license costs pertaining to the Winter II Technology intellectual property licenses.

•

Unlike the STI Technology, due to tightly held intellectual property rights in the U.S. and the industry consolidation discussed above, access to the Winter II Technology is heavily restricted in the U.S.

Intellectual Property

The STI Technology is an antibody display technology which is independent from the Winter II Technology and related intellectual property (“Winter II IP”), because the STI Technology applies RNA transcription for the amplification of human immunoglobulin variable domain sequences as opposed to PCR. The STI Technology was invented by Henry Ji, Ph.D., STI’s scientific co-founder and our Chief Scientific Officer, and assigned to us by Dr. Ji.

A U.S. patent protecting the STI Technology was issued to us by the U.S. Patent and Trademark Office in July 2008. Proprietary protection for our products, processes and know-how is critical to our business. We rely on patents, trade secrets and proprietary know-how to protect our intellectual property rights. We plan to diligently prosecute and defend our patents and proprietary technology.

License Agreement with OPKO Health, Inc.

In June 2009, we entered into a limited license agreement (the “License Agreement”) with OPKO Health, Inc. (“OPKO”) pursuant to which we granted OPKO an exclusive, royalty-free, worldwide license under all U.S. and foreign patents and patent applications owned or controlled by us or any of our affiliates (the “STI Patents”) to (i) develop, manufacture, use, market, sell, offer to sell, import and export certain products related to the development, manufacture, marketing and sale of drugs for ophthalmological indications (the “OPKO Field”) and (ii) use and screen any population of distinct molecules covered by any claim of the STI Patents or which is derived by use of any process or method covered by any claim of the STI Patents to identify, select and commercialize certain products within the OPKO Field. Subject to certain limitations, OPKO will have the right to sublicense the foregoing rights granted under the License Agreement. Additionally, pursuant to the License Agreement, OPKO has granted us an exclusive, royalty-free, worldwide license to any patent or patent application owned or controlled by OPKO or any of its affiliates (the “OPKO Patents”) to develop, use, make, market, sell and distribute certain products in any field of use, other than the OPKO Field (the “STI Field”).

We have retained all rights in the STI Patents outside of the OPKO Field and we have agreed not to practice the OPKO Patents or the STI Patents outside the STI Field. Unless otherwise terminated in accordance with its terms, the License Agreement will expire upon the expiration of the last to expire patent within the STI Patents and OPKO Patents on a country-by-country basis.

Clinical Development

If we are successful in developing a fully human antibody library, we intend to focus our effort primarily in the identification and isolation of the human antibody drug candidates and further characterize these antibody candidates in in vitro functional testing. Then, in light of our limited financial resources, we intend to actively seek product development partners in the biopharmaceuticals industry with experience and expertise in the antibody drug development field in order to engage in the clinical development of any product candidates we may seek to develop.

Manufacturing, Marketing and Sales

We currently do not have any manufacturing or sales capaibilities. We may or may not manufacture the products we develop, if any. We intend to license to, or enter into strategic alliances with, larger companies in the biopharmaceutical businesses, which are equipped to manufacture, market and/or sell our products, if any, through their well-developed manufacturing capabilities and distribution networks. We intend to license some or all of our worldwide patent rights to more than one third party to achieve the fullest development, marketing and distribution of any products we develop.

Government Regulation

We are in the early stages of developing our antibody libraries and we have not yet developed any product candidate. The U.S. Food and Drug Administration (“FDA”) regulates, among other things, the development, testing, manufacture, safety, efficacy, record-keeping, labeling, storage, approval, advertising, promotion, sale and distribution of biopharmaceutical products. Specifically, government authorities in the U.S., at the federal, state, and local level, and foreign countries extensively regulate, among other things, the following areas relating to products and product candidates labeled for use in humans:

	•		research and development;

	•		testing, manufacture, labeling and distribution;

	•		advertising, promotion, sampling and marketing; and

	•		import and export.

In particular, human therapeutic products are subject to rigorous preclinical and clinical trials to demonstrate safety and efficacy and other approval procedures of the FDA and similar regulatory authorities in foreign countries. Clinical trial programs in humans generally follow a three-phase process. Typically, Phase 1 studies are conducted in small numbers of healthy volunteers or, on occasion, in patients afflicted with the target disease, to determine the metabolic and pharmacological action of the product candidate in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence of effectiveness. In Phase 2, studies are generally conducted in larger groups of patients having the target disease or condition in order to validate clinical endpoints, and to obtain preliminary data on the effectiveness of the product candidate and optimal dosing. This phase also helps determine further the safety profile of the product candidate. In Phase 3, large-scale clinical trials are generally conducted in hundreds of patients having the target disease or condition to provide sufficient data for the statistical proof of effectiveness and safety of the product candidate as required by U.S. and foreign regulatory agencies.

Various federal, state, local, and foreign statutes and regulations also govern testing, manufacturing, labeling, distribution, storage and record-keeping related to such products and their promotion and marketing. The process of obtaining these approvals and the compliance with federal, state, local, and foreign statutes and regulations require the expenditure of substantial time and financial resources. In addition, the current regulatory and political environment at FDA could lead to increased testing and data requirements which could impact regulatory timelines and costs.

There can be no assurance that in the event we seek to develop any product candidate, we or any of our partners would be able to satisfy one or more of these requirements to conduct pre-clinical or clinical trials or receive any regulatory approvals.

Employees

As of July 31, 2009, STI had two employees and six consultants and advisors. A significant number of our management and our other employees and consultants have worked or consulted with pharmaceutical, biotechnology or medical product companies. While we have been successful in attracting skilled and experienced scientific personnel, there can be no assurance that we will be able to attract or retain the necessary qualified employees and/or consultants in the future. None of our employees are covered by collective bargaining agreements and we consider relations with our employees to be good.

Properties

STI currently leases approximately 6,800 square feet of office, warehouse and laboratory space in San Diego, California. STI’s lease expires in August 2014, but includes an option to extend the term of such lease for one additional four year period. STI believes that its current facilities are adequate to meet its needs for the foreseeable future and that, should it be needed, suitable additional space will be available to accommodate expansion of its operations on commercially reasonable terms.


Item 1A.		Risk Factors.

An investment in our company involves a significant level of risk. You should carefully consider the risks described below, together with all of the other information in this Current Report on Form 8-K, including all Form 10 information. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, and the trading price of our common stock could decline.

Risks Related to Our Business

We are a development-stage company subject to all of the risks and uncertainties of a new business, including the risk that we or our partners may never develop or market any products or generate revenues. We are currently unprofitable and cannot assure you that we will ever become or remain profitable.

We are a recently formed development-stage biopharmaceutical company that has only recently begun operations and commenced research and development activity. There is no assurance that we will be able to satisfactorily develop our platform technology for the generation of fully human monoclonal antibodies for research, diagnostic and therapeutic use, identify and isolate therapeutics product candidates, or develop, market and commercialize these candidates. We do not expect any of our product candidates to be commercially available for a number of years, if at all. Even if we are able to commercialize our product candidates, there is no assurance that these candidates would generate revenues or that any revenues generated would be sufficient for us to become profitable or thereafter maintain profitability. We have not generated any revenues to date, and we do not expect to generate any such revenues for a number of years. Additionally, we have incurred operating losses since our inception and we expect to continue to incur significant operating losses for the foreseeable future. We also expect to continue to incur significant operating expenditures in the foreseeable future as we expand our research and development activities and seek to develop our technologies and product candidates. In the event that our operating losses are greater than anticipated or continue for longer than anticipated, we will need to raise significant additional capital sooner, or in greater amounts, than otherwise anticipated in order to be able to continue development of our technologies and maintain our operations.

We expect that we will require additional financing, and an inability to raise the necessary capital or to do so on acceptable terms would threaten the success of our business.

We believe that our current cash balances and cash equivalents, after giving effect to the Financing, will be sufficient to meet our operating and capital requirements, as currently being conducted, for at least one year, and will provide us the financial resources to continue to develop our antibody libraries. However, because of the uncertainties in our business, including the uncertainties discussed in this “Risk Factors” section, we cannot assure you that this will be the case. Our future capital requirements will depend on many factors, including:

	•		the progress of the development of our core technology and any product candidates;

	•		the number of product candidates we pursue;

	•		the time and costs involved in obtaining regulatory approvals;

	•		the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims;

	•		our plans to establish sales, marketing and/or manufacturing capabilities;

	•		our ability to establish, enforce and maintain selected strategic alliances and activities required for product commercialization; and

	•		our revenues, if any, from successful development and commercialization of any product candidates.

In order to carry out our business plan and implement our strategy, including the continued development of antibody libraries, we anticipate that we will need to obtain additional financing from time to time and may choose to raise additional funds through strategic collaborations, licensing arrangements, public or private equity or debt financing, a bank line of credit, asset sales or other arrangements. We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional equity or equity-related financing may be dilutive to our stockholders, and debt financing, if available, may subject us to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to certain of our technologies, products or marketing territories. In addition, certain investors, including institutional investors, may be unwilling to invest in our securities since we are traded on the Over-the-Counter Bulletin Board and not on a national securities exchange. Our inability to raise capital when needed would harm our business, financial condition and results of operations, and could cause our stock price to decline.

We have a limited operating history upon which to base an investment decision and we may be unable to successfully develop our technology on any product candidates.

We are a development-stage company and have not demonstrated our ability to perform the functions necessary for the successful development or commercialization of the technology we are seeking to develop. The successful development, and any commercialization, of our technology and any product candidates would require us to successfully perform a variety of functions, including:

	•		developing our technology platform;

	•		identifying, developing, manufacturing and commercializing product candidates;

	•		entering into successful licensing and other arrangements with product development partners;

	•		participating in regulatory approval processes;

	•		formulating and manufacturing products; and

	•		conducting sales and marketing activities.

Our operations have been limited to organizing our company and acquiring, developing and securing our proprietary technology. These operations provide a limited basis for you to assess our ability to continue to develop our technology, identify product candidates, develop and commercialize any product candidates we are able to identify and enter into successful collaborative arrangements with other companies, as well as for you to assess the advisability of investing in our securities. Each of these requirements will require substantial time, effort and financial resources.

Our antibody libraries and potential product candidates are in early stages of development.

The U.S. Food and Drug Administration (“FDA”) regulates, among other things, the development, testing, manufacture, safety, efficacy, record-keeping, labeling, storage, approval, advertising, promotion, sale and distribution of biopharmaceutical products. We are in the early stages of developing our antibody libraries and any potential product candidates that we develop will require extensive pre-clinical and clinical testing before they will be approved by the FDA or another regulatory authority in a jurisdiction outside the U.S. We have not yet developed any product candidate; if we were to do so there are a number of requirements that we would be required to satisfy in order to begin conducting pre-clinical trials and there can be no assurance that we will develop product candidates or complete the steps necessary to allow us to commence these trials. Even if we were to conduct pre-clinical trials, we cannot predict with any certainty the results of such testing or whether such trials would yield sufficient data to permit us, or those with whom we collaborate, to proceed with clinical development and ultimately submit an application for regulatory approval of our product candidates in the U.S. or abroad, or whether such applications would be approved by the appropriate regulatory agency.

Our product development efforts may not be successful.

Our product development efforts are designed to focus on novel therapeutic approaches and technologies that have not been widely studied. We are applying these approaches and technologies in our attempt to discover new treatments for conditions that are also the subject of research and development efforts of many other companies. These approaches and technologies may never be successful.

Our failure to find third party collaborators to assist or share in the costs of product development could materially harm our business, financial condition and results of operations.

Our strategy for the development and commercialization of our proprietary product candidates may include the formation of collaborative arrangements with third parties. Potential third parties include biopharmaceutical, pharmaceutical and biotechnology companies, academic institutions and other entities. Third-party collaborators may assist us in:

	•		funding research, preclinical development, clinical trials and manufacturing;

	•		seeking and obtaining regulatory approvals; and

	•		successfully commercializing any future product candidates.

If we are not able to establish further collaboration agreements, we may be required to undertake product development and commercialization at our own expense. Such an undertaking may limit the number of product candidates that we will be able to develop, significantly increase our capital requirements and place additional strain on our internal resources. Our failure to enter into additional collaborations could materially harm our business, financial condition and results of operations.

In addition, our dependence on licensing, collaboration and other agreements with third parties may subject us to a number of risks. These agreements may not be on terms that prove favorable to us and may require us to relinquish certain rights in our technologies and product candidates. To the extent we agree to work exclusively with one collaborator in a given area, our opportunities to collaborate with other entities could be curtailed. Lengthy negotiations with potential new collaborators may lead to delays in the research, development or commercialization of product candidates. The decision by our collaborators to pursue alternative technologies or the failure of our collaborators to develop or commercialize successfully any product candidate to which they have obtained rights from us could materially harm our business, financial condition and results of operations.

We expect to rely on third parties to gain access to antigens.

We expect to gain access to antigens through contractual arrangements with leading academic researchers and companies involved in the identification and development of antigens or from publicly available sources. In the event we are unable to access antigens in sufficient quantities, or at all, we will be unable to execute our business plan. In addition, we may be unable to purchase or secure access to antigens at a cost favorable to us, which may have an adverse impact on our business and financial condition.

We expect to rely on third parties to conduct any clinical trials for our product candidates, and if they do not properly and successfully perform their legal and regulatory obligations, as well as their contractual obligations to us, we may not be able to obtain regulatory approvals for any product candidates we develop.

In the event we develop product candidates, we expect to rely on contract research organizations and other third parties to assist us in managing, monitoring and otherwise carrying out these trials, including with respect to site selection, contract negotiation and data management. Because we would not control these third parties, they may not treat our clinical studies as their highest priority, or in the manner in which we would prefer, which could result in delays. Moreover, if third parties did not successfully carry out their duties under their agreements with us, if the quality or accuracy of the data they obtain is compromised due to failure to adhere to our clinical protocols or regulatory requirements, or if they otherwise failed to comply with clinical trial protocols or meet expected deadlines, the clinical trials conducted on our behalf may not meet regulatory requirements. If our clinical trials do not meet regulatory requirements or if these third parties need to be replaced, our clinical trials may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval of some or all of the product candidates we may develop.

If we cannot compete successfully against other biopharmaceutical companies, we may not be successful in developing and commercializing our technology and our business will suffer.

	•		developing product candidates and technologies generally;

	•		undertaking pre-clinical testing and clinical trials;

	•		obtaining FDA and other regulatory approvals of product candidates;

	•		formulating and manufacturing product candidates; and

	•		launching, marketing and selling product candidates.

If our technology fails to compete effectively against third party technologies, our business will be adversely impacted.

Because our development activities are expected to rely heavily on sensitive and personal information, an area which is highly regulated by privacy laws, we may not be able to generate, maintain or access essential patient samples or data to continue our research and development efforts in the future on reasonable terms and conditions, which may adversely affect our business.

We may have access to very sensitive data regarding patients whose tissue samples are used in our studies. This data will contain information that is personal in nature. The maintenance of this data is subject to certain privacy-related laws, which impose upon us administrative and financial burdens, and litigation risks. For instance, the rules promulgated by the Department of Health and Human Services under the Health Insurance Portability and Accountability Act (“HIPAA”) create national standards to protect patients’ medical records and other personal information in the United States. These rules require that healthcare providers and other covered entities obtain written authorizations from patients prior to disclosing protected health care information of the patient to companies. If the patient fails to execute an authorization or the authorization fails to contain all required provisions, then we will not be allowed access to the patient’s information and our research efforts can be substantially delayed. Furthermore, use of protected health information that is provided to us pursuant to a valid patient authorization is subject to the limits set forth in the authorization (i.e., for use in research and in submissions to regulatory authorities for product approvals). As such, we are required to implement policies, procedures and reasonable and appropriate security measures to protect individually identifiable health information we receive from covered entities, and to ensure such information is used only as authorized by the patient. Any violations of these rules by us could subject us to civil and criminal penalties and adverse publicity, and could harm our ability to initiate and complete clinical studies required to support regulatory applications for our proposed products. In addition, HIPAA does not replace federal, state, or other laws that may grant individuals even greater privacy protections. We can provide no assurance that future legislation will not prevent us from generating or maintaining personal data or that patients will consent to the use of their personal information, either of which may prevent us from undertaking or publishing essential research. These burdens or risks may prove too great for us to reasonably bear, and may adversely affect our ability to achieve profitability or maintain profitably in the future.

We may be exposed to liability claims associated with the use of hazardous materials and chemicals.

Our research and development activities may involve the controlled use of hazardous materials and chemicals. Although we believe that our safety procedures for using, storing, handling and disposing of these materials comply with federal, state and local laws and regulations, we cannot completely eliminate the risk of accidental injury or contamination from these materials. In the event of such an accident, we could be held liable for any resulting damages and any liability could materially adversely affect our business, financial condition and results of operations. In addition, the federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of hazardous or radioactive materials and waste products may require us to incur substantial compliance costs that could materially harm our business.

If we are unable to retain and recruit qualified scientists and advisors, or if any of our key executives, key employees or key consultants discontinues his or her employment or consulting relationship with us, it may delay our development efforts or otherwise harm our business.

We are highly dependent on the key members of our management and scientific staff, especially our Chief Executive Officer and President, Antonius Schuh, Ph.D., and our Chief Scientific Officer, Henry Ji, Ph.D. The loss of any of our key employees or key consultants could impede the achievement of our research and development objectives. Furthermore, recruiting and retaining qualified scientific personnel to perform research and development work in the future is critical to our success. We may be unable to attract and retain personnel on acceptable terms given the competition among biotechnology, biopharmaceutical and health care companies, universities and non-profit research institutions for experienced scientists. Certain of our current officers, directors, scientific advisors and/or consultants or certain of the officers, directors, scientific advisors and/or consultants hereafter appointed may from time to time serve as officers, directors, scientific advisors and/or consultants of other biopharmaceutical or biotechnology companies. We do not maintain “key man” insurance policies on any of our officers or employees. All of our employees are employed “at will” and, therefore, each employee may leave our employment at anytime

We plan to grant stock options or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance and aligning the interests of employees with those of our stockholders. If we are unable to implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees, including qualified scientific personnel, and attract additional qualified candidates, our business and results of operations could be adversely affected.

We will need to increase the size of our company and may not effectively manage our growth.

Our success will depend upon growing our business and our employee base. Over the next 12 months, we plan to add additional employees to assist us with research and development. Our future growth, if any, may cause a significant strain on our management, and our operational, financial and other resources. Our ability to manage our growth effectively will require us to implement and improve our operational, financial and management systems and to expand, train, manage and motivate our employees. These demands may require the hiring of additional management personnel and the development of additional expertise by management. Any increase in resources devoted to research and product development without a corresponding increase in our operational, financial and management systems could have a material adverse effect on our business, financial condition, and results of operations.

Any disruption in our research and development facilities could adversely affect our business, financial condition and results of operations.

Our principal executive offices, which house our research and development programs, are located in San Diego, California. Our facilities may be affected by natural or man-made disasters. Earthquakes are of particular significance since our facilities are located in an earthquake-prone area. We are also vulnerable to damage from other types of disasters, including power loss, attacks from extremist organizations, fire, floods and similar events. In the event that our facilities were affected by a natural or man-made disaster, we may be forced to curtail our

operations and/or rely on third-parties to perform some or all of our research and development activities. Although we believe we possess adequate insurance for damage to our property and the disruption of our business from casualties, such insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all. In the future, we may choose to expand our operations in either our existing facilities or in new facilities. If we expand our worldwide manufacturing locations, there can be no assurance that this expansion will occur without implementation difficulties, or at all.

Risks Related to Our Intellectual Property

Our ability to protect our intellectual property rights will be critically important to the success of our business, and we may not be able to protect these rights in the United States or abroad.

Our success, competitive position and future revenues will depend in part on our ability to obtain and maintain patent protection for our product candidates, methods, processes and other technologies, to prevent third parties from infringing on our proprietary rights and to operate without infringing upon the proprietary rights of third parties. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary rights are covered by valid and enforceable patents or are effectively maintained as trade secrets. We attempt to protect our proprietary position by filing U.S. and foreign patent applications related to our proprietary technology, inventions and improvements that are important to the development of our business. The company has one issued U.S. patent; examination of the European equivalent currently is in progress, and a continuation application has been filed in the U.S. and is now pending. However, the patent position of biopharmaceutical companies involves complex legal and factual questions, and therefore we cannot predict with certainty whether any patent applications that we have filed or that we may file in the future will be approved or any resulting patents will be enforced. In addition, third parties may challenge, seek to invalidate or circumvent any of our patents, once they are issued. Thus, any patents that we own or license from third parties may not provide any protection against competitors. Any patent applications that we have filed or that we may file in the future, or those we may license from third parties, may not result in patents being issued. Also, patent rights may not provide us with adequate proprietary protection or competitive advantages against competitors with similar technologies. Other patents in this industry claim “amplification” to produce antibody libraries.

In addition, the laws of certain foreign countries do not protect our intellectual property rights to the same extent as do the laws of the United States. If we fail to apply for intellectual property protection or if we cannot adequately protect our intellectual property rights in these foreign countries, our competitors may be able to compete more effectively against us, which could adversely affect our competitive position, as well as our business, financial condition and results of operations.

If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.

Our success also depends upon the skills, knowledge and experience of our scientific and technical personnel and our consultants and advisors, as well as our licensors. To help protect our proprietary know-how and our inventions for which patents may be unobtainable or difficult to obtain, we rely on trade secret protection and confidentiality agreements. To this end, we require all of our employees, consultants, advisors and contractors to enter into agreements which prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries and inventions important to our business. These agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure or the lawful development by others of such information. If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be significantly impaired and our business and competitive position would suffer.

Third party competitors may seek to challenge the validity of our patents, thereby rendering them unenforceable.

Claims that we infringe upon the rights of third parties may give rise to costly and lengthy litigation, and we could be prevented from selling products, forced to pay damages, and defend against litigation.

Third parties may assert patent or other intellectual property infringement claims against us or our strategic partners or licensees with respect to our technologies and potential product candidates. If our products, methods, processes and other technologies infringe upon the proprietary rights of other parties, we could incur substantial costs and we may have to:

	•		obtain licenses, which may not be available on commercially reasonable terms, if at all, any may be non-exclusive, thereby giving our competitors access to the same intellectual property licensed to us;

	•		redesign our products or processes to avoid infringement;

	•		stop using the subject matter claimed in the patents held by others;

	•		pay damages; and

	•		defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our valuable management resources.

Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations. Furthermore, as a result of a patent infringement suit brought against us or our strategic partners or licensees, we or our strategic partners or licensees may be forced to stop or delay developing, manufacturing or selling technologies or potential products that are claimed to infringe a third party’s intellectual property unless that party grants us or our strategic partners’ or licensees’ rights to use its intellectual property. Ultimately, we may be unable to develop some of our technologies or potential products or may have to discontinue development of a product candidate or cease some of our business operations as a result of patent infringement claims, which could severely harm our business.

Our position as a relatively small company may cause us to be at a significant disadvantage in defending our intellectual property rights and in defending against infringement claims by third parties.

Litigation relating to the ownership and use of intellectual property is expensive, and our position as a relatively small company in an industry dominated by very large companies may cause us to be at a significant disadvantage in defending our intellectual property rights and in defending against claims that our technology infringes or misappropriates third party intellectual property rights. Even if we are able to defend our position, the cost of doing so may adversely affect our ability to grow, generate revenue or become profitable. Although we have not yet experienced patent litigation, we may in the future be subject to such litigation and may not be able to protect our intellectual property at a reasonable cost, or at all, if such litigation is initiated. The outcome of litigation is always uncertain, and in some cases could include judgments against us that require us to pay damages, enjoin us from certain activities or otherwise affect our legal or contractual rights, which could have a significant adverse effect on our business.

Risks Related to Ownership of Our Common Stock

The market price of our common stock may fluctuate significantly, and investors in our common stock may lose all or a part of their investment.

The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:

	•		future issuances of common stock or other securities;

	•		the addition or departure of key personnel;

	•		the results of lawsuits;

	•		announcements by us or our competitors of acquisitions, investments or strategic alliances; and

•

general market conditions and other factors, including factors unrelated to our operating performance.

Further, the equity markets in general have recently experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock. Price volatility of our common stock might worsen if the trading volume of our common stock is low.

Some or all of the “restricted” shares of our common stock issued to former shareholders of STI in connection with the Merger or held by other of our shareholders may be offered from time to time in the open market pursuant to an effective registration statement or Rule 144, and these sales may have a negative effect on the price of our common stock.

Trading of our common stock is limited, and trading restrictions imposed on us by applicable regulations and by lockup agreements we have entered into with our principal shareholders may further reduce our trading, making it difficult for our shareholders to sell their shares.

Trading of our common stock is currently conducted on the OTCBB. The liquidity of our common stock is limited, not only in terms of the number of shares that can be bought and sold at a given price, but also as it may be adversely affected by delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us, if at all. Additionally, approximately 98.3% of our issued and outstanding shares of common stock are subject to lock-up agreements, which limit sales of such shares for a period of 24 months following the closing of the Merger.

The foregoing factors may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock. In addition, without a large public float, our common stock is less liquid than the stock of companies with broader public ownership, and, as a result, the trading price of our common stock may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate his investment in our common stock. Trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public float were larger. We cannot predict the price at which our common stock will trade at any given time.

We do not expect to pay dividends on our common stock, and investors will be able to receive cash in respect of their shares of our common stock only upon the sale of such shares.

We have no intention in the foreseeable future to pay any cash dividends on our common stock. Therefore, an investor in our common stock may obtain an economic benefit from the common stock only after an increase in its trading price and only then by selling the common stock.

Because our common stock is a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected.

According to the definition adopted by the Securities and Exchange Commission (“SEC”), our common stock is a “penny stock” because, among other things, its price is below $5.00 per share, it is not listed on a national securities exchange and the Company does not meet certain net tangible asset or average revenue requirements. Broker-dealers that sell penny stock must provide purchasers of such stock with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stock and the nature and level of risks involved in investing in penny stock. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get its money back.

If applicable, the penny stock rules may make it difficult for investors to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stock, and the

market price of our common stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, investors may not always be able to publicly resell their shares of our common stock at times and prices that they feel are appropriate.

Existing shareholders’ interest in us may be diluted by additional issuances of equity securities.

We may issue additional equity securities to fund future expansion and, possibly, pursuant to employee benefit plans. We may also issue additional equity for other purposes. These securities may have the same rights as our common stock or, alternatively, may have dividend, liquidation or other preferences to our common stock. The issuance of additional equity securities will dilute the holdings of existing shareholders and may reduce the share price of our common stock.

Directors, executive officers, principal shareholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that you do not consider to be in your best interests or those of our other shareholders.

As of the consummation of the Merger, our directors, executive officers and principal shareholders beneficially owned, in the aggregate, over 83% of our outstanding voting securities. As a result, if some or all of them acted together, they would have the ability to exert substantial influence over the election of our board of directors and the outcome of issues requiring approval by our shareholders. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company that may be favored by other shareholders. This could prevent transactions in which shareholders might otherwise recover a premium for their shares over current market prices.

Our amended and restated articles of incorporation and bylaws provide for indemnification of officers and directors at our expense and limits their liability, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our amended and restated articles of incorporation, bylaws and applicable Colorado law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us, therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recover.

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

There have been changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), new regulations promulgated by the SEC and rules promulgated by the national securities exchanges. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Members of our board of directors and our Chief Executive Officer and Chief Financial Officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. If the actions we take in our efforts to comply with new or changed laws, regulations and standards differ from the actions intended by regulatory or governing bodies, we could be subject to liability under applicable laws or our reputation may be harmed.

In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, we must perform system and

process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of Sarbanes-Oxley. Our testing, or the subsequent testing by our independent registered public accounting firm, when required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

State securities laws may limit secondary trading, which may restrict the States in which and conditions under which you can sell shares.

Secondary trading in the QuikByte Common Stock will not be possible in any state until the QuikByte Common Stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the QuikByte Common Stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. We currently do not intend and may not be able to qualify securities for resale in some or all of the states that do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

Item 2. Financial Information.

The information required by this Item 2 of Form 10 for QuikByte was previously reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed with the SEC on August 13, 2009.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SORRENTO

The following discussion and analysis of STI’s financial condition and results of operations should be read in conjunction with the financial statements and the related notes and other information that are included elsewhere in this Current Report on Form 8-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as STI’s plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” contained elsewhere in this Current Report on Form 8-K. Additionally, you should read the “Risk Factors” section of this Current Report on Form 8-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Introduction

This management’s discussion and analysis of financial condition and results of operations is intended to provide investors with an understanding of STI’s financial condition, changes in financial condition and results of operations.

Overview

We are a development-stage biopharmaceutical company focused on applying and commercializing our proprietary technology platform for the discovery and development of human therapeutic antibodies for the treatment of a variety of disease conditions, including cancer, inflammation, metabolic disease and infectious disease. We believe that our proprietary technology (the “STI Technology”) will allow us to construct antibody libraries containing fully human antibodies. These libraries will be designed to facilitate the rapid identification and isolation of highly specific, antibody therapeutic product candidates that are fully human and that bind to disease targets appropriate for antibody therapy.

STI was originally incorporated as San Diego Antibody Company in California in 2006 and was renamed Sorrento Therapeutics, Inc. and reincorporated in Delaware in 2009. QuikByte was originally incorporated in Colorado in 1989. On July 14, 2009, STI, QuikByte, Merger Sub, Stockholders’ Agent and Parent Representative entered into the Merger Agreement. Pursuant to the Merger, which was consummated on September 21, 2009, Merger Sub merged with and into STI, the separate corporate existence of Merger Sub terminated and STI became a wholly-owned subsidiary of QuikByte. Subject to approval by QuikByte’s shareholders, QuikByte intends to change its name to “Sorrento Therapeutics, Inc.” and redomesticate 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. Former holders of STI Shares which now represent more than 50% of the outstanding shares of QuikByte Common Stock have agreed to vote in favor of the preceding matters if a vote to approve them is held within three months of the Closing Date. Among these holders are Drs. Schuh and Ji, Mr. Zaniboni and OPKO.

Recent Events

On September 21, 2009, QuikByte consummated its acquisition of STI pursuant to the terms of the Merger Agreement. In accordance with the Merger Agreement, STI merged with and into Merger Sub, with STI as the surviving corporation and as a wholly-owned subsidiary of QuikByte. At the effective time of the Merger, all of the STI Shares were converted into the right to receive an aggregate of 169,375,807 shares of QuikByte Common Stock. The consolidation effected by the Merger will be accounted for as a reverse acquisition wherein STI will be treated as the acquirer for accounting purposes since it will control the combined enterprise.

On June 10, 2009, STI entered into a Stock Purchase Agreement with OPKO, pursuant to which OPKO purchased approximately 2.3 million shares of STI’s Common Stock at a purchase price of $2.3 million (the “OPKO Investment”). As previously discussed, STI also entered into the License Agreement with OPKO.

Immediately prior and as a condition to the Merger Closing, QuikByte received an aggregate investment of $2.0 million from the Investors in consideration for an aggregate of 44,634,374 shares of QuikByte Common Stock (the “Financing”). The Investors included affiliates of Dr. Phillip Frost, Chairman and Chief Executive Officer of OPKO , which was a 34.8% stockholder of STI prior to the Merger, an entity in which Mr. Glenn Halpryn, a director of the Company and its former Chairman, President and Chief Executive Officer, and Mr. Steven Jerry Glauser, a greater than 5% shareholder of the Company, are members, Mr. Noah Silver, a former director and Vice President, Secretary and Treasurer of the Company, and Mr. Ronald Stein, a former director of the Company. Proceeds from the Financing are expected to be used to fund the Company’s general working capital and post-Merger research and development activities.

Critical Accounting Policies

STI’s financial statements are prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requires STI to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. STI evaluates its estimates and assumptions on an ongoing basis. STI’s estimates are based on historical experience and various other assumptions that it believes to be reasonable under the circumstances. STI’s actual results could differ from these estimates.

The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

Results of Operations

The following discussion of STI’s operating results explains material changes in STI’s results of operations for the three months and six months ended June 30, 2009 and year ended December 31, 2008 compared to their respective prior periods. The discussion should be read in conjunction with the financial statements and related notes and pro forma financial information included elsewhere in this Current Report on Form 8-K.

Three Months Ended June 30, 2009 Compared to the Three Months Ended June 30, 2008

Revenue . STI had no revenue during the three months ended June 30, 2009 and 2008 as it has not yet developed any product candidates for commercialization or received any licensing or royalty payments.

General and Administrative Expenses . General and administrative expenses for the three months ended June 30, 2009 and 2008 were $24,769 and $3,991, respectively. The increase of approximately $20,800 is primarily attributable to legal fees incurred in connection with the OPKO Investment and other general legal matters.

Interest Income . Interest income for the three months ended June 30, 2009 and 2008 was $1,175 and $0, respectively. This increase is due to interest earned on the cash proceeds from the OPKO Investment.

Net Loss. Net loss for the three months ended June 30, 2009 and 2008 was $23,594 and $3,991, respectively. The increase in net loss of $19,603 is attributable to legal fees incurred in connection with the OPKO Investment and the Merger, offset by an increase of $1,175 in interest income.

Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30, 2008

Revenue . STI had no revenue during the six months ended June 30, 2009 and 2008.

General and Administrative Expenses . General and administrative expenses for the six months ended June 30, 2009 and 2008 were $24,769 and $3,991, respectively. The increase of approximately $20,800 is primarily attributable to legal fees incurred in connection with the OPKO Investment and other general legal matters.

Interest Income. Interest income for the six months ended June 30, 2009 and 2008 was $1,175 and $0, respectively. This increase is due to interest earned on the cash proceeds from the OPKO Investment.

Net Loss. Net loss for the six months ended June 30, 2009 and 2008 was $24,394 and $4,791, respectively. The increase in net loss of $19,603 is attributable to legal fees incurred in connection with the OPKO Investment and the Merger, partially offset by an increase of $1,175 in interest income.

Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

Revenue . STI had no revenue during the years ended December 31, 2008 and 2007.

General and Administrative Expenses . General and administrative expenses for the years ended December 31, 2008 and 2007 were $27,362 and $15,502, respectively. The increase of approximately $11,900 is primarily attributable to an increase in legal and filing fees related to seeking patents on the STI Technology.

Other Income. Other income for the years ended December 31, 2008 and 2007 was $2,417 and $0, respectively. The increase in other income is attributable to a one-time write-off of amounts payable by STI to its founders.

Net Loss. Net loss for the years ended December 31, 2008 and 2007 was $25,745 and $16,302, respectively. The increase in net loss of $9,443 is attributable to an increase in legal and filing fees related to seeking patents on the STI Technology.

Liquidity and Capital Resources

As of June 30, 2009 STI had approximately $2.3 million in cash and cash equivalents, attributable to the OPKO Investment, compared to $0 as of December 31, 2008.

Cash Flows from Operating Activities . Net cash used in operating activities was $23,338 for the six months ended June 30, 2009 as compared to $0 for the six months ended June 30, 2008. For the six months ended June 30, 2009, net cash used in operating activities related primarily to an increase in other current assets of $60,000 for legal fees related to the Merger, offset by an increase of approximately $107,000 in accounts payable, which is attributable to accrued legal fees.

STI expects to continue to incur substantial and increasing losses and have negative net cash flows from operating activities as it seeks to expand its technology portfolio and engages in research and development activities.

Cash Flows from Financing Activities. Cash provided by financing activities for the six months ended June 30, 2009 was $2.3 million, all of which is related to the OPKO Investment. Cash used in investing activities for the six months ended June 30, 2008 was $0.

Future Liquidity Needs. From inception through June 30, 2009, STI has financed its operations through private equity financing, as STI has not generated any revenue from operations to date, and does not expect to generate revenue for several years, if ever. STI will need to raise additional capital before it exhausts its current cash resources in order to continue to fund its research and development, including its long-term plans for pre-clinical trials and new product development, as well as to fund operations generally. As and if necessary, STI will seek to raise additional funds through various potential sources, such as equity and debt financings, or through corporate collaboration and license agreements. We can give no assurances that STI will be able to secure such additional sources of funds to support its operations, or, if such funds are available to STI, that such additional financing will be sufficient to meet its needs.

Based on STI’s resources at June 30, 2009, and its current plan of expenditure on research and development programs, STI believes that, with the proceeds received from the Financing, it will have sufficient capital to fund its operations for at least 12 months. STI’s actual cash requirements may vary materially from those now planned, however, because of a number of factors, including the pursuit of development of product candidates, competitive and technical advances, costs of commercializing any potential product candidates, and costs of filing, prosecuting, defending and enforcing any patent claims and any other intellectual property rights. If STI is unable to raise additional funds when needed, it may not be able to develop any product candidates, it could be required to delay, scale back or eliminate some or all of its research and development programs and it may need to wind down its operations altogether. Each of these alternatives would have a material adverse effect on our business.

To the extent that STI raises additional funds by issuing equity or debt securities, its shareholders may experience additional significant dilution and such financing may involve restrictive covenants. To the extent that STI raises additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to its technologies or its product candidates, or grant licenses on terms that may not be favorable to STI. These things may have a material adverse effect on our business.

Additionally, recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies. As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have lead to a decrease in spending by businesses and consumers alike, and a corresponding decrease in global infrastructure spending. Continued turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may adversely affect STI’s liquidity and financial condition, including its ability to access the capital markets to meet liquidity needs.

Off-Balance Sheet Arrangements

Since our inception through June 30, 2009, we have not engaged in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.


Item 3.		Properties.

STI’s principal corporate office is located at 6042 Cornerstone Ct. West, Suite B, San Diego, CA 92121. STI currently leases approximately 6,800 square feet of office, warehouse and laboratory space in San Diego, California. STI’s lease expires in August 2014, but includes an option to extend the term of such lease for one additional four year period. STI believes that its current facilities are adequate to meet its needs for the foreseeable future and that, should it be needed, suitable additional space will be available to accommodate expansion of its operations on commercially reasonable terms.

QuikByte’s principal corporate office is located at 4400 Biscayne Blvd, Suite 950, Miami, Florida. QuikByte rents this space, approximately one thousand square feet, from Frost Real Estate Holdings, LLC which is a company controlled by Dr. Phillip Frost, who beneficially owns approximately 1.735% of the Company’s issued and outstanding common stock. The Company does not expect to use this space any further.


Item 4.		Security Ownership of Certain Beneficial Owners and Management.

As of the closing date of the Merger, the following table sets forth information regarding the beneficial ownership of our common stock by:

	•		Our Chief Executive Officer and our other executive officers, including those persons who served as our Chief Executive Officer during our fiscal year ended December 31, 2008 (collectively, the “Named Executive Officers”);

	•		Each of our directors;

	•		All of our directors and Named Executive Officers, collectively; and

	•		Each person who is known by us to beneficially own more than 5% of our common stock.

Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of our common stock beneficially owned by them. All percentages have been calculated based upon 225,084,127 shares of our common stock issued and outstanding as of the close of business on September 21, 2009, the closing date of the Merger, after giving effect to the Financing.


				Percentage of
				Outstanding Common
Name and Address of Beneficial Owner	Number of Shares			Shares
Directors and Named Executive Officers:

Dr. Antonius Schuh, Chairman and Chief Executive Officer c/o Sorrento Therapeutics, Inc. 6042 Cornerstone Ct. West, Suite B San Diego, CA 92121		25,484,329	⁽¹⁾		11.3	%

Dr. Henry Ji, Director, Chief Scientific Officer & Secretary c/o Sorrento Therapeutics, Inc. 6042 Cornerstone Ct. West, Suite B San Diego, CA 92121		52,754,032	⁽²⁾		23.4	%

Ernst-Güenter Afting, Director c/o Sorrento Therapeutics, Inc. 6042 Cornerstone Ct. West, Suite B San Diego, CA 92121		557,930	⁽⁹⁾		*

Lewis Shuster, Director c/o Sorrento Therapeutics, Inc. 6042 Cornerstone Ct. West, Suite B San Diego, CA 92121		669,516	⁽⁹⁾		*

Dr. S. James Freedman, Director 4400 Biscayne Boulevard Miami, Florida 33137		111,586	⁽⁹⁾		*

Glenn L. Halpryn, Director and Former Principal Executive Officer 4400 Biscayne Boulevard, Suite 950 Miami, Florida 33137		18,829,503.7	⁽³⁾⁽⁹⁾		8.4	%

Dr. Curtis Lockshin, Director 4400 Biscayne Boulevard, Suite 950 Miami, Florida 33137		0	⁽⁹⁾		*

Alan Jay Weisberg, Chief Financial and Accounting Officer		78,592.5			*
2500 North Military Trail, Suite 206 Boca Raton, Florida 33431

Kevin R. Keating, Former Principal Executive Officer and Former Principal Financial Officer		0			*
190 Lakeview Way Vero Beach, Florida 32963

All Officers and Directors as a Group		98,486,176.2	⁽⁵⁾		43.8	%
(including certain former officers) (9 Persons) ⁽⁴⁾


				Percentage of
				Outstanding Common
Name and Address of Beneficial Owner	Number of Shares			Shares
Certain Beneficial Owners:

OPKO Health, Inc.		59,015,257	⁽⁶⁾		26.2	%
4400 Biscayne Boulevard Suite 900 Miami, Florida 33137

Stephen Zaniboni		25,484,329	⁽⁷⁾		11.3	%
c/o Sorrento Therapeutics, Inc. 6042 Cornerstone Ct. West, Suite B San Diego, CA 92121

Steven Jerry Glauser		21,292,847.4	⁽⁸⁾		9.5	%
1400 16th Street Suite 510 Denver, Colorado 80202

Halpryn Group VI, LLC		17,184,228			7.6	%
4400 Biscayne Boulevard Suite 950 Miami, Florida 33137


⁽¹⁾		2,548,432 of these shares are being held in escrow pursuant to the Escrow Agreement, dated September 21, 2009, by and among the Company and the former stockholders of STI (the “Escrow Agreement”).

⁽²⁾		5,096,865 of these shares are being held in escrow pursuant to the Escrow Agreement.

⁽³⁾		Includes 17,184,228 shares of QuikByte Common Stock held by Halpryn Group VI, LLC, of which Mr. Halpryn is a member, and 781,102 shares of Common Stock held by IVC Investors, LLLP, in which Mr. Halpryn has an interest. Mr. Halpryn disclaims beneficial ownership of the shares of QuikByte Common Stock held by each of Halpryn Group VI, LLC and IVC Investors, LLLP, except to the extent of any pecuniary interest therein.

⁽⁴⁾		Comprised of: Dr. Antonius Schuh; Dr. Henry Ji; Dr. Ernst-Güenter Afting; Lewis Shuster; Dr. James Freedman; Glenn L. Halpryn; Dr. Curtis Lockshin; Alan Jay Weisberg and Kevin R. Keating.

⁽⁵⁾		7,645,297 of these shares are being held in escrow pursuant to the Escrow Agreement. Does not include options to purchase shares of QuikByte Common Stock which are not exercisable within 60 days.

⁽⁶⁾		5,901,525 of these shares are being held in escrow pursuant to the Escrow Agreement.

⁽⁷⁾		2,548,432 of these shares are being held in escrow pursuant to the Escrow Agreement.

⁽⁸⁾		Includes 17,184,228 shares of QuikByte Common Stock held by Halpryn Group VI, LLC, of which Mr. Glauser is a member. Mr. Glauser disclaims beneficial ownership of the shares of QuikByte Common Stock held by Halpryn Group VI, LLC, except to the extent of any pecuniary interest therein.

⁽⁹⁾		Does not include options to purchase 40,000 shares of QuikByte Common Stock which are not exercisable within 60 days.


Item 5.		Directors and Executive Officers.

The following table sets forth information concerning our executive officers and directors, including their ages, as of September 18, 2009:


Name	Age		Title(s)
Dr. Antonius Schuh		46	Chairman and Chief Executive Officer
Dr. Henry Ji		45	Director, Chief Scientific Officer & Secretary
Alan Jay Weisberg		63	Chief Financial and Accounting Officer
Dr. Ernst-Günter Afting		67	Director
Dr. James Freedman		43	Director
Glenn L. Halpryn		49	Director
Dr. Curtis Lockshin		49	Director
Lewis J. Shuster		54	Director

Dr. Antonius Schuh, Chairman of the Board and Chief Executive Officer

Antonius Schuh, Ph.D., age 46, co-founded STI in January 2006 and has served as its Chairman since such time and as its Chief Executive Officer since November 2008. Dr. Schuh was appointed to serve as our Chairman of the Board and Chief Executive Officer effective upon the closing of the Merger. From April 2006 to September 2008, Dr. Schuh served as Chief Executive Officer of AviaraDx (now bioTheranostics, Inc., a bioMerieux company), a molecular diagnostic testing company that is focused on clinical applications in oncology. From March 2005 to April 2006, Dr. Schuh was Chief Executive Officer of Arcturus Bioscience Inc., a developer of laser capture microdissection and reagent systems for microgenomics. From December 1996 to February 2005, Dr. Schuh was employed by Sequenom Inc., a publicly traded diagnostic testing and genetics analysis company. He started with Sequenom as a Managing Director and was promoted to Executive Vice President, Business Development and Marketing, and from May 2000 to February 2005, served as Sequenom’s President and Chief Executive Officer. He also previously served as the Head of Business Development at Helm AG, an international trading and distribution corporation for chemical and pharmaceutical products, and in medical and regulatory affairs positions with Fisons Pharmaceuticals (now part of Sanofi-Aventis). Since March 2009, Dr. Schuh has been appointed to the board of directors of Diogenix, Inc., a privately held molecular diagnostic company, and since May 2009, he has served as a director of Transgenomic, Inc., a public biotechnology company focused on genetic analysis and molecular diagnostics. Dr. Schuh is a certified pharmacist and earned his Ph.D. in pharmaceutical chemistry from the University of Bonn, Germany.

Dr. Henry Ji, Director, Chief Scientific Officer & Secretary

Henry Ji, Ph.D., age 45, co-founded STI in January 2006 and has served as its Chief Scientific Officer since November 2008, as a director since January 2006 and as its Secretary since September 2009. Dr. Ji was appointed to serve as our Chief Scientific Officer effective upon the closing of the Merger. In 2002, Dr. Ji founded BioVintage, Inc., a research and development company focusing on innovative life science technology and product development, and has served as its President since 2002. From 2001 to 2002 Dr. Ji served as Vice President of CombiMatrix Corporation, a publicly traded biotechnology company that develops proprietary technologies, including products and services in the areas of drug development, genetic analysis, molecular diagnostics and nanotechnology. During his tenure at CombiMatrix, Dr. Ji was responsible for strategic technology alliances with biopharmaceutical companies. From 1999 to 2001, Dr. Ji served as Director of Business Development, and in 2001 as Vice President, of Stratagene Corporation (later acquired by Agilent Technologies, Inc.) where he was responsible for novel technology and product licensing and development. In 1997, Dr. Ji co-founded Stratagene Genomics, Inc., a wholly owned subsidiary of Stratagene Corporation, and served as its President and Chief Executive Officer from its founding until 1999. Dr. Ji is the holder of several issued and pending patents in the life science research field and is the sole inventor of STI’s intellectual property. Dr. Ji has a Ph.D. in Animal Physiology from the University of Minnesota and a B.S. in Biochemistry from Fudan University. Dr. Ji was selected as a director nominee by Dr. Schuh pursuant to the terms of the Merger Agreement.

Dr. Ernst-Güenter Afting, Director

Ernst-Güenter Afting, Ph.D., M.D., age 67, was appointed to serve as a director of QuikByte since the closing of the Merger. From 1995 until his retirement in 2006, Dr. Afting served as President and Chief Executive Officer of the National Research Center for Environment and Health, GSF-National Research Center for Environment and Health GmbH, a governmental research center in Munich, Germany. From 1993 to 1995, he served as President and Chief Executive Officer of Roussel UCLAF, Paris. Dr. Afting was also a member of the board of the Pharmaceutical Division of Hoechst Group from 1984 to 1993 and was Chairman and Chief Executive Officer of the Divisional Pharmaceutical Board of Hoechst from 1992-1993. Dr. Afting was a member of the advisory committee on science and technology to German Chancellor Helmut Kohl from 1996 to 1997 and from 1996 to 2005 was a member of the German National Advisory Committee on Health Research to the State Secretaries of Science, Technology and Health. Dr. Afting has been a member of the medical faculty at the University of Goettingen since 1985. Dr. Afting currently serves on the boards of Sequenom, Inc., Intercell AG, Enanta Pharmaceuticals, Inc. and Olympus Europa GmbH. He received his Ph.D. in Chemistry and M.D. from the University of Freiburg/Breisgau, Germany. Dr. Afting was selected as a director nominee by Dr. Schuh pursuant to the terms of the Merger Agreement.

Dr. S. James Freedman, Director

S. James Freedman, M.D., Ph.D., age 43, has served as Executive Vice President of R&D and Business Development of OPKO since June 2009. Dr. Freedman was appointed to serve as a director of QuikByte effective upon the closing of the Merger. Prior to joining OPKO, from January 2008 to June 2009 Dr. Freedman served as Chief Executive Officer, President, Chief Medical Officer and a director of Locus Pharmaceuticals, Inc., a private biotechnology company in Blue Bell, PA focused on the discovery and development of novel computationally designed drugs for cancer and inflammation. From 2006 to January 2008, Dr. Freedman served as a Senior Director, Clinical Research with Merck & Co., Inc. where he conducted and supervised drug development programs, including those dealing with RNA interference modalities. Dr. Freedman served as a Director, Clinical Research at Merck from 2004 to 2006 and Associate Director, Clinical Research from 2003 to 2004. Prior to joining Merck, Dr. Freedman served as a Research Associate at the Beth Israel Deaconess Medical Center at Harvard University and conducted postdoctoral research at the Dana-Farber Cancer Institute at Harvard University. Dr. Freedman received his M.D. and Ph.D. degrees from Tufts University in Boston, Massachusetts and his B.Sc. degree from McGill University in Montreal, Quebec. He is triple Board-certified in Internal Medicine and Hematology & Oncology. Dr. Freedman was selected as a director nominee by OPKO pursuant to the terms of the Merger Agreement.

Glenn L. Halpryn, Director

Glenn L. Halpryn, age 48, has been a director of QuikByte since July 2008. From July 2008 to August 2009, Mr. Halpryn served as our Chairman of the Board, Chief Executive Officer and President. Mr. Halpryn also serves as a director of Castle Brands Inc., a developer and international marketer of premium branded spirits whose shares are traded on the NYSE Amex (formerly known as the American Stock Exchange), and a director of Ideation Acquisition Corp., a publicly traded special purpose acquisition corporation seeking to effect a merger in the digital media sector. Mr. Halpryn has also served as a director of Winston Pharmaceuticals, Inc., a publicly held corporation and the parent company of Winston Laboratories, Inc., since September 2008. Mr. Halpryn served as the Chairman of the Board and Chief Executive Officer of Getting Ready Corporation, a publicly held shell corporation, from December 2006 until its merger with Winston Laboratories in September 2008. Mr. Halpryn served as the Chairman of the Board, Chief Executive Officer and President of clickNsettle.com, Inc., a publicly held shell corporation, from October 2007 until September 2008, following its merger with Cardo Medical, LLC. Mr. Halpryn was the President and Secretary and a director of Longfoot Communications Corp., a publicly held shell corporation, from March 2008 until its merger with Kidville Holdings, LLC in August 2008. Mr. Halpryn served as a director of Ivax Diagnostics, Inc., a publicly held corporation, from October 2002 until September 2008. Mr. Halpryn was Chairman of the Board and Chief Executive Officer of Orthodontix, Inc., a publicly held corporation, from April 2001 until Orthodontix merged with Protalix BioTherapeutics, Inc. in December 2006. Mr. Halpryn is also Chief Executive Officer and a director of Transworld Investment Corporation (“TIC”), serving in such capacity since June 2001. Since 2000, Mr. Halpryn has been an investor and the managing member of investor groups that were joint venture partners in 26 land acquisition and development projects with one of the largest home builders in the country. From 1984 to June 2001, Mr. Halpryn served as Vice President/Treasurer of TIC. From 1999, Mr. Halpryn also served as Vice President of Ivenco, Inc. (“Ivenco”) until Ivenco’s merger into TIC in June 2001. In addition, since 1984, Mr. Halpryn has been engaged in real estate investment and development activities. From April 1988 through June 1998, Mr. Halpryn was Vice Chairman of Central Bank, a Florida state-chartered bank. Since June 1987, Mr. Halpryn has been the President of and beneficial holder of stock of United Security Corporation, a broker-dealer registered with FINRA. From June 1992 through May 1994, Mr. Halpryn served as the Vice President, Secretary-Treasurer of Frost Hanna Halpryn Capital Group, Inc., a “blank check” company whose business combination was effected in May 1994 with Sterling Healthcare Group, Inc. From June 1995 through October 1996, Mr. Halpryn served as a member of the Board of Directors of Sterling Healthcare Group, Inc.

Dr. Curtis Lockshin, Director

Curtis Lockshin, age 48, has been a director of QuikByte since July 2008. Dr. Lockshin has served as a director of Winston Pharmaceuticals, Inc., a publicly held corporation and the parent company of Winston Laboratories, Inc., since September 2008. Dr. Lockshin served as a director of Getting Ready Corporation, a publicly held shell corporation, from December 2006 until its merger with Winston Laboratories in September 2008. Dr. Lockshin served as a director of clickNsettle.com, Inc., a publicly held shell corporation, from October 2007 until its merger with Cardo Medical, LLC in September 2008. Since 2003, Dr. Lockshin has been an independent pharmaceutical & life sciences consultant, focused on small companies that seek to leverage their technology assets inside healthcare, biotechnology and security sectors. From 1998 to 2002, Dr. Lockshin was a Scientist, Associate Director, and Director of Discovery Biology & Informatics at Sepracor Inc., where he was instrumental in establishing the New Leads program, which delivered novel chemical entities into the preclinical pipeline. In 2002-2003, while Director of Discovery Biology at Beyond Genomics, Inc., Dr. Lockshin co-developed strategies for utilizing proprietary technology platforms in clinical trial optimization and prediction of off-target drug activities. Dr. Lockshin’s current activities include a business development engagement with TelAztec LCC (Burlington, MA). Since 2004, Dr. Lockshin has served on the Board of Directors of the Ruth K. Broad Biomedical Research Foundation, a Duke University support corporation, which supports basic research related to Alzheimer’s disease and neurodegeneration via intramural, extramural, and international grants. Dr. Lockshin was a director of Orthodontix, Inc. from July until December 2006. Dr. Lockshin is a co-inventor on several U.S. patents and applications covering pharmaceuticals, biomaterials, and optics for remote biochemical sensing. He holds a Bachelor’s degree in Life Sciences and a PhD in Biological Chemistry, both from the Massachusetts Institute of Technology.

Lewis J. Shuster, Director

Lewis J. Shuster, age 54, is currently the Chief Executive Officer of Shuster Capital, an advisor to and angel investor in life science companies with a focus on operating businesses, including lab reagents, contract services and diagnostics. Mr. Shuster was appointed to serve as a director of QuikByte effective upon the closing of the Merger. Prior to rejoining Shuster Capital in November 2007, from June 2003 to November 2007 Mr. Shuster served as the Chief Executive Officer of Kemia, Inc., a drug discovery and development company, where he led the company to the completion of $70 million in venture capital financing and Phase I and Phase II clinical trials of an internally discovered and developed oral anti-inflammatory. From January 2002 to May 2003, Mr. Shuster founded and served as Chief Executive Officer of Shuster Capital. From February 2000 to December 2001, Mr. Shuster served in various operating executive positions with Invitrogen Corporation, including Chief Operating Officer and President of Genomics. Mr. Shuster has also previously served as the President and Chief Operating Officer, Pharmacopeia Laboratories of Pharmacopeia, Inc., Chief Financial Officer of Pharmacopeia, Inc., Executive Vice President, Operations and Finance of Human Genome Sciences, Inc., President and Chief Executive Officer of Microbiological Associates, Inc. and Vice President, Finance and Chief Financial Officer of Molecular Design Limited. Mr. Shuster currently serves as a member of the board of directors and the audit committee chairman of Epitomics, Inc., a monoclonal antibody firm he helped fund through Shuster Capital in 2002. Mr. Shuster holds an M.B.A from Stanford University and a B.A. in Economics from Swarthmore College. Mr. Shuster was selected as a director nominee by Dr. Schuh pursuant to the terms of the Merger Agreement.

Alan Jay Weisberg, Chief Financial and Accounting Officer

Alan Jay Weisberg, age 63, has been our Chief Financial and Accounting Officer since July 2008. Mr. Weisberg served as a director of QuikByte from July 2008 until the closing of the Merger. Mr. Weisberg served as the Chief Financial Officer and a director of Getting Ready Corporation, a publicly held shell corporation, from December 2006 until its merger with Winston Laboratories in September 2008, the Chief Financial Officer and a director of clickNsettle.com, Inc., a publicly held shell corporation, from October 2007 until its merger with Cardo Medical, LLC in September 2008, and the Chief Financial Officer of Longfoot Communications Corp., a publicly held shell corporation, from March 2008 until its merger with Kidville Holdings, LLC in August 2008. Mr. Weisberg was the Acting Chief Financial Officer of Orthodontix, Inc. from September 1999 until December 2006 and the Treasurer and a director of Orthodontix, Inc. from April 2001 until Orthodontix merged with Protalix BioTherapeutics, Inc. in December 2006. Since July 1986, Mr. Weisberg has been a stockholder in the accounting firm of Weisberg Brause & Co., Boca Raton, Florida. Mr. Weisberg has been the principal financial officer of United Security Corporation, a broker-dealer registered with FINRA, since June 1987.

Item 6. Executive Compensation.

The information required by Item 6 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009, and its Information Statement on Schedule 14f-1/A, filed with the SEC on August 26, 2009. The foregoing previously reported information is supplemented as follows.

Compensation Discussion and Analysis

The primary goals of our board of directors with respect to executive compensation will be to attract and retain talented and dedicated executives, to tie annual and long-term cash and stock incentives to achievement of specified performance objectives, and to create incentives resulting in increased shareholder value. To achieve these goals, we plan to form a compensation committee to recommend to our board of directors executive compensation packages, generally comprising a mix of salary, discretionary bonus and equity awards. Although we have not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, we intend to implement and maintain compensation plans that tie a substantial portion of our executives’ overall compensation to achievement of corporate goals.

Employment Agreements

Effective upon the Merger Closing, we entered into employment letters (the “Employment Letters”) with each of Drs. Antonius Schuh and Henry Ji pursuant to which they are employed as our Chief Executive Officer and Chief Scientific Officer, respectively. Each Employment Letter is for a term of three years from the Merger Closing (the “Term”). Under their respective Employment Letters, Dr. Schuh will receive an annual salary of $250,000, Dr. Ji will receive an annual salary of $240,000 and each will be eligible to participate in any cash-bonus program and equity award plan of the Company in such amounts as our board of directors or any applicable committee thereof shall determine in its sole discretion.

Benchmarking of Cash and Equity Compensation

We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation. We may retain the services of third-party executive compensation specialists from time to time in connection with the establishment of cash and equity compensation and related policies and we intend to take into account input from other independent members of our board of directors and publicly available data relating to the compensation practices and policies of other companies within and outside our industry.

Elements of Compensation

We will evaluate individual executive performance with a goal of setting compensation at levels the board of directors or any applicable committee thereof believes are comparable with executives in other companies of similar size and stage of development while taking into account our relative performance and our own strategic goals. Post-Merger, the compensation received by our executive officers is anticipated to consist of the following elements:

Base Salary . Base salaries for our executives are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by other companies for similar positions within our industry.

Discretionary Annual Bonus . In addition to base salaries, our board of directors or any applicable committee thereof will have the authority to award discretionary annual bonuses to our executive officers. The annual incentive bonuses are intended to compensate officers for achieving corporate goals and value-creating milestones.

Long-Term Incentive Program . We believe that positive long-term performance is achieved through an ownership culture that encourages such performance through the use of stock and stock-based awards. We believe that the use of equity and equity-based awards offers the best approach to achieving our compensation goals. We have not adopted formal stock ownership guidelines or a formal long-term incentive program.

Severance and Change-in-Control Benefits . Each of Dr. Schuh’s and Dr. Ji’s Employment Letter provides that in the event his employment with us is terminated prior to the end of the Term for any reason other than for “cause”, then concurrent with such termination, he will be entitled to receive (i) all compensation accrued, but unpaid, up to the date of termination, and (ii) severance in an amount equal to one year’s then base salary. In addition, the vesting of all stock options or other equity awards then held by him will accelerate in full and be exercisable for a period of 90 days after any such termination. For each of the Employment Letters, “cause” is defined to mean (i) any dishonesty that is intended to materially injure the business of the Company, (ii) conviction of any felony, or (iii) any wanton or willful dereliction of duties that are not cured after being provided with 30 days written notice.

Restricted Stock Grants or Awards . We have not granted any restricted stock or restricted stock awards pursuant to our equity benefit plans to any of our executive officers. However, our board of directors or any applicable committee thereof, in its discretion, may in the future elect to make such grants to our executive officers if it deems it advisable.

Other Compensation . We intend to provide benefits and perquisites for our executive officers at levels comparable to those provided to other executive officers in our industry. Our board of directors or any applicable committee thereof, in its discretion, may revise, amend or add to the benefits and perquisites of any executive officer as it deems it advisable and in the best interest of the Company and our shareholders.

Director Compensation

We are currently considering the precise composition of our director compensation policy. We may adopt a policy of paying independent directors an annual retainer, stock options and a fee for attendance at board of directors and committee meetings. We anticipate reimbursing each director for reasonable travel expenses related to such director’s attendance at board of directors and committee meetings.

On September 18, 2009, the board of directors of the Company approved the grant of options to purchase 40,000 shares of QuikByte Common Stock, to become effective as of the Merger Closing, at an exercise price of $0.0448 per share, to each of those persons who, effective as of the closing of the Merger, will serve as a non-employee director of the Company (each an “Option Grant” and collectively, the “Option Grants”), which persons are Dr. Ernst-Güenter Afting, Dr. S. James Freedman, Mr. Glenn Halpryn, Dr. Curtis Lockshin and Mr. Lewis J. Shuster (each an “Optionee”). Each Option Grant will vest on September 21, 2010, but, subject to certain exceptions, may not be exercised until September 21, 2011. Each Option Grant will terminate on the earlier of (i) the date that the Optionee ceases to serve as a director of the Company, if he ceases to serve as a director of the Company prior to September 21, 2010 (ii) September 21, 2019, or (iii) the liquidation of dissolution of the Company. Each Option Grant was made pursuant to a Stock Option Agreement, the form or which is filed as Exhibit 10.11 hereto and incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

The information required by Item 7 of Form 10 was previously reported by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009, and its Information Statement on Schedule 14f-1/A, filed with the SEC on August 26, 2009. The foregoing previously reported information is supplemented as follows.

The description of the Merger, the Merger Agreement, the Stock Purchase Agreement, the Option Grants and the Financing contained in item 2.01 to this Current Report on Form 8-K is incorporated by reference in this Item 7.

Pursuant to the Stock Purchase Agreement, the Company issued an aggregate of 44,634,374 shares of QuikByte Common Stock to the Investors for an aggregate offering price of $2.0 million. As part of this issuance, Halpryn Group VI, LLC, an entity in which Mr. Glenn Halpryn, a director of the Company and at such time its Chairman, President and Chief Executive Officer, and Mr. Steven Jerry Glauser, a greater than 5% shareholder of the Company, are members, acquired 17,184,228 shares of QuikByte Common Stock for $770,000, Mr. Noah M. Silver, at such time a director and Vice President, Secretary and Treasurer of the Company, acquired 446,344 shares of QuikByte Common Stock for $20,000, and Mr. Ronald Stein, at such time a director of the Company, acquired 446,344 shares of QuikByte Common Stock for $20,000. Also as part of the issuance, Mr. Glenn L. Halpryn’s father, Ernest Halpryn, acquired 446,344 shares of QuikByte Common Stock for $20,000, Ms. Alison Levin, Mr. Glenn L. Halpryn’s sister, acquired 223,172 shares of QuikByte Common Stock for $10,000, and IVC Investors, LLLP, an entity which Mr. Glenn L. Halpryn, Ernest Halpryn and Alison Levin have an interest, acquired 781,102 shares of QuikByte Common Stock for $35,000. In addition, Dr. Henry Ji, who was a greater than 5% shareholder and director of STI prior to the Merger and is a greater than 5% shareholder and director of the Company subsequent to the Merger, acquired 1,785,375 shares of QuikByte Common Stock for $80,000, and Dr. Ernst-Guenter Afting, Dr. S. James Freedman and Mr. Lewis Shuster, each of whom was appointed as a director of the Company in connection with the Merger,

acquired 557,930, 111,586 and 669,516 shares of QuikByte Common Stock for $25,000, $5,000 and $30,000, respectively.

Review, Approval or Ratification of Transactions with Related Persons

Our board of directors conducts an appropriate review of and oversees all related-party transactions. We have not yet adopted formal standards in respect of the review and approval or ratification of related-party transactions; however, our board has conformed to the following standards: (i) all related-party transactions must be fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time authorized by the board, and (ii) all related-party transactions must be authorized, approved or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or indirectly, in any such related party transaction.

Director Independence

Our board of directors has determined that (i) Drs. James Freedman, Curtis Lockshin and Ernst-Güenter Afting and Mr. Lewis Shuster are “independent” as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules and (ii) Drs. Schuh and Ji and Mr. Halpryn, are not “independent” directors under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. Our board of directors has made the aforementioned determinations notwithstanding that we do not presently have any securities listed on the NASDAQ or any national securities exchange or inter-dealer quotation system having requirements that a majority of our board be independent.


Item 8.		Legal Proceedings.

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. Our management does not expect that the results of any such proceedings, either individually or in the aggregate, would have a material adverse effect on our financial position, results of operations or cash flows.


Item 9.		Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Our common stock is quoted on the OTCBB under the symbol “QBSW.” Including the 169,375,807 shares of our common stock issued in the Merger and the 44,634,374 shares of our common stock issued in the Financing, there are currently 225,084,127 shares of common stock outstanding. As of September 18, 2009, the last bid quoted for our common stock on the OTCBB was $0.12 per share. All OTCBB quotations reproduced herein reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The following table sets forth the range of high and low bid quotations for the Common Stock, as reported by the OTCBB, on a quarterly basis for the fiscals years ended December 31, 2008 and 2007 and the interim period ended September 17, 2009.*

For the Fiscal Year Ended on December 31, 2007


	High		Low
Quarter Ended March 31, 2007	$	5.40	$	0.60
Quarter Ended June 30, 2007		3.60		2.00
Quarter Ended September 30, 2007		2.00		1.10
Quarter Ended December 31, 2007		2.80		1.40

For the Fiscal Year Ended on December 31, 2008


	High		Low
Quarter Ended March 31, 2008	$	1.60	$	1.30
Quarter Ended June 30, 2008		1.30		1.00
Quarter Ended September 30, 2008		1.60		0.90
Quarter Ended December 31, 2008		0.90		0.45

For the Interim Period Ended on September 17, 2009


	High		Low
Quarter Ended March 31, 2009	$	0.45	$	0.10
Quarter Ended June 30, 2009		0.10		0.10
July 1, 2009 through September 17, 2009		0.21		0.10


*		The Company effectuated a one-for-twenty reverse stock split effective as of March 16, 2007 and a one-for-ten reverse stock split effective as of October 6, 2008. The prices set forth above have been adjusted for these reverse stock splits.

As of the close of business on September 16, 2009, there were approximately 254 holders of record of our common stock and an undetermined number of beneficial owners.

We paid no cash dividends in respect of our common stock during our two most recent fiscal years, and we have no plans to pay any dividends or make any other distributions in the foreseeable future. The payment by us of dividends, if any, in the future, rests within the discretion of the Board and will depend, among other things, upon our earnings, capital requirements and financial condition.

Equity Compensation Plan Information

We do not currently have any equity compensation plans under which we would be authorized to issue our common stock, rights and/or stock options.


Item 10.		Recent Sales of Unregistered Securities

In the following discussion, all share amounts reflect one-for-twenty reverse stock split effected as of March 17, 2007 and a one-for-ten reverse stock split effected as of October 6, 2008.

On January 31, 2007, the Company issued 750,000 shares of QuikByte Common Stock to Ponce Acquisition, LLC, a Colorado limited liability company, for an aggregate offering price of $15,000.

On March 23, 2007, the Company sold to KI Equity Partners V, LLC, a Delaware limited liability company (“KI Equity”), 6,000,000 shares of QuikByte Common Stock for an aggregate offering price of $600,000.

On March 26, 2007, the Company issued 750,000 shares of QuikByte Common Stock to KI Equity for an aggregate offering price of $75,000. Also on March 26, 2007, the Company issued 160,000 shares of QuikByte Common Stock to Mr. Kevin R. Keating, who at the time of the issuance was the sole officer and a director of the Company, for services rendered to the Company valued at $16,000.

In addition, on March 26, 2007, the Company issued 550,000 shares of QuikByte Common Stock to Garisch Financial, Inc., an Illinois corporation, in consideration of consulting services rendered to the Company valued at $55,000.

On July 7, 2008, the Company issued an aggregate of 3,143,700 shares of QuikByte Common Stock to the certain investors for an aggregate offering price of $562,500.

On September 18, 2009, the Company issued an aggregate of 44,634,374 shares of QuikByte Common Stock to the Investors for an aggregate offering price of $2,000,000.

The Company issued these shares of QuikByte Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

There were no underwriting discounts or commissions for any of the issuances disclosed in this Item 10.

Item 11. Description of Registrant’s Securities to be Registered.

The Amended and Restated Articles of Incorporation of the Company (the “Articles”) authorize the issuance of 500,000,000 shares of QuikByte Common Stock and 100,000,000 shares of preferred stock, $0.0001 par value (the “Preferred Stock”).

Each record holder of QuikByte Common Stock is entitled to one vote for each share held on all matters properly submitted to the shareholders of the Company for their vote. Cumulative voting for the election of directors is not permitted by the Articles. The Articles provide that any action to be taken by the shareholders of the Company which, pursuant to statute, requires the vote of two-thirds of the outstanding shares entitled to vote thereon, may be acted upon by the vote or concurrence of the holders of a majority of the outstanding shares of the shares, class or series entitled to vote thereon.

The holders of outstanding shares of QuikByte Common Stock are entitled to such dividends as may be declared from time to time by the Board out of legally available funds, subject to preferential dividend rights, if any, of the holders of Preferred Stock. In the event of liquidation, dissolution or winding up of the affairs of the Company, the holders of QuikByte Common Stock are entitled to receive, ratably, the net assets of the Company available to shareholders after distribution is made to the holders of Preferred Stock, if any, who are given preferred rights upon liquidation. The holders of outstanding shares of QuikByte Common Stock have no preemptive, conversion or redemptive rights. All of the issued and outstanding shares of QuikByte Common Stock are, and all unissued shares when offered and sold will be, fully paid, and nonassessable. To the extent that additional shares of QuikByte Common Stock are issued, the relative interests of then existing shareholders may be diluted.

The Articles provide the Board with the authority to determine the designations, powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock, and establish different series of Preferred Stock and variations in the relative rights and preferences as between different series thereof in accordance with Colorado law. The holders of any series of Preferred Stock shall have no voting power whatsoever, except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board creating any such series of Preferred Stock.


Item 12.		Indemnification of Directors and Officers.

Article 109 of the Colorado Business Corporation Act (the “CBCA”) permits the Company to indemnify any officer, director, employee or agent (any such person, a “Proper Person”) against expenses, fines, penalties, settlements or judgments arising in connection with a legal proceeding to which such person was a party, to the extent that such person’s actions were in good faith, were believed to be in the Company’s best interest and were not unlawful. Indemnification is mandatory with respect to a Proper Person who was wholly successful in defense of a proceeding.

The circumstances under which indemnification is granted in connection with an action brought on the Company’s behalf are generally the same as those mentioned above. However, with respect to actions against directors or officers, indemnification may be granted only with respect to reasonable expenses actually incurred in connection with the defense or settlement of the action. In these actions, the person to be indemnified must have acted in good faith and in a manner the person reasonably believed was in the Company’s best interest; the person must not have been adjudged liable to the Company; and the person must not have received an improper personal benefit.

The Articles provide that the Company shall indemnify any person who is or was a director of the Company to the maximum extent provided by Colorado law. The Articles also provide that the Company shall indemnify any person who is or was an officer, employee or agent of the Company, and who is not a director of the Company, to the maximum extent provided by law, or to a greater extent if consistent with law and if provided by resolution of the Company’s shareholders or directors, or in a contract.

The Articles authorize the Company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Company and who while a director, officer, employee, fiduciary or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against or incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under provisions of Colorado law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

This summary of the circumstances in which such indemnification is provided for is qualified in its entirety by reference to the Articles and the Company’s Amended and Restated Bylaws, which are filed as exhibits hereto and incorporated herein by this reference, and to the relevant provisions of the CBCA.


Item 13.		Financial Statements and Supplementary Data

The financial statements included in Item 9.01 of this Current Report on Form 8-K are incorporated by reference in this Item 13. QuikByte’s audited financial statements for its fiscal years ended December 31, 2008 and 2007 were previously reported by QuikByte in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. QuikByte’s unaudited interim financial statements required by this Item 13 were previously reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed with the SEC on August 13, 2009.


Item 14.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

We have had no disagreements with our independent and registered public accounting firm on accounting and financial disclosure.

Item 15. Financial Statements and Exhibits

The disclosures set forth in Item 9.01 of this Current Report on Form 8-K are incorporated by reference in this Item 15. QuikByte’s audited financial statements for its fiscal years ended December 31, 2008 and 2007 were previously reported by QuikByte in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. QuikByte’s unaudited interim financial statements required by this Item 15 were previously reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed with the SEC on August 13, 2009.

*****End of Form 10 Disclosures*****


Item 3.02.		Unregistered Sales of Equity Securities.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 3.02.


Item. 5.01.		Changes in Control of Registrant.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.01.

To the Company’s knowledge, there are no arrangements or understandings among pre-Merger persons who controlled in excess of 50% of our then issued and outstanding voting securities nor among those post-Merger persons who control in excess of 50% of our currently issued and outstanding voting securities. Additionally, to the Company’s knowledge, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.


Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth in Item 2.01 of this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.02.

Effective upon consummation of the Merger: (i) the board increased the number of seats on the board from five to seven; (ii) Messrs. Noah Silver, Ronald Stein and Alan Jay Weisberg resigned as directors; and (iii) in accordance with our bylaws, the remaining directors appointed Drs. James Freedman, Henry Ji, Antonius Schuh, and Ernst-Güenter Afting and Mr. Lewis Shuster to fill the vacancies created by the resignations and increase in number of seats on our board. Each of the new directors will hold office until the earlier of the next annual meeting of shareholders and the election and qualification of their successors or their earlier death, resignation or removal.

Additionally, effective upon consummation of the Merger, Mr. Glenn L. Halpryn resigned as Chief Executive Officer and President and Mr. Noah Silver resigned as Vice President, Secretary and Treasurer, and our board of directors appointed the following persons to serve in the offices set forth across from their names:


Name		Title(s)
Dr. Antonius Schuh		Chief Executive Officer
Dr. Henry Ji.		Chief Scientific Officer & Secretary

All officers, whether executive or non-executive, serve at the discretion of our board of directors.


Item 5.06.		Change in Shell Company Status.

The disclosure set forth in Item 2.01 to this Current Report on Form 8-K, including the Form 10 disclosures, is incorporated by reference in this Item 5.06. As a result of the completion of the Merger, we believe we are no longer a “shell company” as that term is defined in Rule 12b-2 of the Exchange Act.


Item 9.01.		Financial Statements and Exhibits.


(a)		Financial statements of business acquired.

(b)		Pro forma financial information.

INDEX TO FINANCIAL STATEMENTS


	Page
(a) Financial Statements of Sorrento Therapeutics, Inc.

Financial Statements for the Six Months Ended June 30, 2009 and 2008

Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008		F-2

Unaudited Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008 and for the Period from January 25, 2006 (Inception) through June 30, 2009		F-3

Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008 and for the Period from January 25, 2006 (Inception) through June 30, 2009		F-4

Notes to Financial Statements (unaudited)		F-5

Financial Statements for the Years Ended December 31, 2008 and 2007

Report of Independent Registered Public Accounting Firm		F-7

Balance Sheets as of December 31, 2008 and 2007		F-8

Statements of Operations for the Years Ended December 31, 2008 and 2007 and for the Period from January 25, 2006 (Inception) to December 31, 2008		F-9

Statements of Stockholders’ Deficit for the Period from January 25, 2006 (Inception) to December 31, 2008		F-10

Statements of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the Period from January 25, 2006 (Inception) to December 31, 2008		F-11

Notes to Financial Statements		F-12

(b) Pro Forma Financial Information (Unaudited)

Unaudited Pro Forma Condensed Combined Financial Statements		F-14

Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2009		F-15

Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2009		F-16

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2008		F-17

Notes to Unaudited Pro Forma Condensed Combined Financial Statements		F-18

F-1

Sorrento Therapeutics, Inc.
(A development stage company)

Balance Sheet


	June 30, 2009			December 31, 2008
	Unaudited
Assets

Current Assets
Cash and cash equivalents	$	2,297,639		$	—
Other current assets		60,000			—


Total current assets		2,357,639			—


Total assets	$	2,357,639		$	—


Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities
Accounts payable	$	182,897		$	75,965
Accounts payable – shareholders		40,683			40,683
Income taxes payable		1,600			800


Total current liabilities		225,180			117,448

Commitments and Contingencies (Note 5)

Stockholders’ Equity (Deficit)
Common stock; no par value; 100,000,000 shares authorized; 6,646,273 and 4,000,000 shares issued and outstanding for 2009 and 2008, respectively		2,274,731			400
Shareholder note receivable		(30	)		—
Deficit accumulated during the development stage		(142,242	)		(117,848	)


Total stockholders’ Equity (Deficit)		2,132,459			(117,448	)


	$	2,357,639		$	—

The accompanying notes are an integral part of these financial statements.

F-2

Sorrento Therapeutics, Inc.
(A development stage company)

Unaudited Statements of Operations


													Period from
													January 25, 2006
	3 Months Ended			3 Months Ended			6 Months Ended			6 Months Ended			(Inception) through
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			June 30, 2009
Revenues	$	—		$	—		$	—		$	—		$	—

General and administrative expenses		24,769			3,991			24,769			3,991			143,434


Other Income
Interest income		1,175			—			1,175			—			1,175
Other Income		—			—			—			—			2,417


Total Other Income		1,175			—			1,175			—			3,592


Loss Before Income Taxes		(23,594	)		(3,991	)		(23,594	)		(3,991	)		(139,842	)

Income tax provision		—			—			800			800			2,400


Net Loss	$	(23,594	)	$	(3,991	)	$	(24,394	)	$	(4,791	)	$	(142,242	)

The accompanying notes are an integral part of these financial statements.

F-3

Sorrento Therapeutics, Inc.
(A development stage company)

Unaudited Statements of Cash Flow


							Period from
							January 25, 2006
	6 Months Ended			6 Months Ended			(Inception) through
	June 30, 2009			June 30, 2008			June 30, 2009
Cash Flows From Operating Activities
Net loss	$	(24,394	)	$	(4,791	)	$	(142,242	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in cash resulting from changes in:
Other current assets		(60,000	)		—			(60,000	)
Accounts payable		106,932			3,991			182,897
Accounts payable-shareholders		—			—			40,683
Income taxes payable		800			800			1,600


Net cash used in operating activities		23,338			—			22,938


Cash Flows From Financing Activities

Proceeds from issuance of common stock, net of issuance costs		2,274,301			—			2,274,701


Net Increase in Cash		2,297,639			—			2,297,639

Cash at Beginning of Period		—			—			—


Cash at End of Period	$	2,297,639		$	—		$	2,297,639


Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for Income taxes	$	—		$	—		$	800

Non Cash Financing Activities:

During 2009 the Company recorded a receivable from one of its stockholders for $30 related to the issuance of 30,000 shares of common stock.

During 2006 the Company recorded a receivable from its stockholders for $400 related to the issuance of 4,000,000 shares of common stock. In 2008 the $400 receivable was offset by $400 in accounts payable to stockholders.

The accompanying notes are an integral part of these financial statements.

F-4

Sorrento Therapeutics, Inc.
(A development stage company)

NOTES TO FINANCIAL STATEMENTS
(unaudited)


1.	Summary of Significant Accounting Policies	A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

	Organization	Sorrento Therapeutics, Inc. (“the Company”) was incorporated in the state of California as San Diego Antibody Company, Inc. in January 2006. In February 2009, the name of the Company was changed to Sorrento Therapeutics, Inc. The Company is engaged in the business of developing and commercializing a broad, generally applicable platform for the generation of fully human monoclonal antibodies based on its proprietary technology.

	Use of estimates	The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

	Cash and cash equivalents	The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

	Income taxes	Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the year and the change during the year in deferred tax assets and liabilities. From the Company’s inception through June 2009, the tax provision consisted of the annual California state income tax of $800.

		As of June 30, 2009, a non-current deferred tax asset of approximately $57,000 had been recognized for the temporary differences related to federal and state net operating losses. A valuation allowance has been recorded to fully offset the deferred tax asset as it is not more likely than not that the assets will be fully utilized. The valuation allowance at June 30, 2009 is approximately $57,000, an increase of $10,000 from December 31, 2008.

		At June 30, 2009, the Company had unused federal and state net operating losses of approximately $140,000.

2.	Development Stage Operations	The Company is in the development stage and activities since the Company’s inception through June 2009 were devoted primarily to developing proprietary platform technology for the generation of fully human monoclonal antibodies and obtaining financing.

3.	Common Stock	On March 1, 2009, the Company issued 290,526 shares of restricted common stock to consultants for $0.001 per share under the 2009 Equity Incentive Plan. In March 2009, the Company issued 40,000 shares of common stock outside of the Plan to consultants for a purchase price of $0.001 per share.

F-5

Sorrento Therapeutics, Inc.
(A development stage company)

NOTES TO FINANCIAL STATEMENTS
(unaudited)


		On June 10, 2009, the Company issued 2,315,747 shares of common stock to OPKO Health, Inc, in exchange for $2,300,000 in cash proceeds. The Company incurred approximately $26,000 of financing costs which have been offset against the proceeds received.

4.	Related Party Transactions	From inception through June 30, 2009, the stockholders of the Company incurred expenses on behalf of the Company. At June 30, 2009 and 2008, the Company had accounts payable due to the stockholders related to these expenses of approximately $41,000 and $44,000, respectively.

5.	Commitments and Contingencies

	Litigation	In the normal course of business, the Company is occasionally named as a defendant in various lawsuits. Management is currently not aware of any pending lawsuits.

	License agreement	In connection with the stock purchase agreement with OPKO, Inc. (see Note 3), the Company entered into a license agreement allowing OPKO an exclusive license to use the Company’s patent rights relating to the manufacture of human antibody libraries. The license agreement also provides the Company with an exclusive, royalty-free license to use certain of OPKO’s patents to develop, use, and make selected products.

6.	Subsequent Events	In July 2009, Sorrento Therapeutics, Inc., a Delaware corporation, was formed, with the California corporation as its sole shareholder. Subsequently, the California corporation merged into the Delaware corporation, and upon merger, each share of the California corporation’s stock was converted into a share of the Delaware corporation’s stock. The common stock of the Delaware corporation that was held by the California corporation was then cancelled.

		In July 2009, the Company signed a plan of merger agreement with QuikByte Software Inc., a publicly-traded company with no active operations. Under the agreement, the Company will become a wholly owned subsidiary of QuikByte Software. After the merger is completed, QuikByte Software will be renamed to integrate the Sorrento Therapeutics, Inc. brand and will be headquartered in San Diego, California.

		In July 2009, the Company entered into an operating lease agreement for its office facility in California. The lease has an initial five year term commencing on September 1, 2009. Total future minimum lease payments required over the lease term are approximately $440,000.

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Auditors’ Report

To the Board of Directors and Stockholders of
Sorrento Therapeutics, Inc.
San Diego, California

We have audited the accompanying balance sheets of Sorrento Therapeutics, Inc. (the “Company”) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and for the period from January 25, 2006 (Inception) through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sorrento Therapeutics, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended and for the period from January 25, 2006 (Inception) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Mayer Hoffman McCann P.C.

San Diego, CA
August 18, 2009

F-7

Sorrento Therapeutics, Inc.
(A development stage company)

Balance Sheet


	December 31,
	2008			2007
Assets

Current Assets
Accounts receivable – stockholders	$	—		$	400


Total current assets	$	—			400


Total assets	$	—		$	400


Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable	$	75,965		$	48,603
Accounts payable – stockholders		40,683			43,500
Income taxes payable		800			—


Total current liabilities		117,448			92,103

Commitments and Contingencies (Note 4)

Stockholders’ Deficit
Common stock; no par value; 100,000,000 shares authorized; 4,000,000 shares issued and outstanding at both 2008 and 2007		400			400
Deficit accumulated during the development stage		(117,848	)		(92,103	)


Total stockholders’ deficit		(117,448	)		(91,703	)


	$	—		$	400

The accompanying notes are an integral part of these financial statements.

F-8

Sorrento Therapeutics, Inc.
(A development stage company)

Statements of Operations


							Period from
							January 25, 2006
	Year Ended			Year Ended			(Inception) through
	December 31, 2008			December 31, 2007			December 31, 2008
Revenues	$	—		$	—		$	—

General and administrative expenses		27,362			15,502			118,665


Loss from Operations		(27,362	)		(15,502	)		(118,665	)

Other Income		2,417			—			2,417


Loss Before Income Taxes		(24,945	)		(15,502	)		(116,248	)

Income tax provision		800			800			1,600


Net Loss	$	(25,745	)	$	(16,302	)	$	(117,848	)

The accompanying notes are an integral part of these financial statements.

F-9

Sorrento Therapeutics, Inc.
(A development stage company)

Statements of Stockholders’ Deficit
Period from January 25, 2006 (Inception) through December 31, 2008


					Deficit
					Accumulated
					During the
	Common Stock				Development
	Shares		Amount		Stage			Total
Balance at Inception		—	$	—	$	—		$	—

Common Stock Issued to Founders		4,000,000		400		—			400
Net Loss		—		—		(75,801	)		(75,801	)


Balance at December 31, 2006		4,000,000		400		(75,801	)		(75,401	)

Net Loss		—		—		(16,302	)		(16,302	)


Balance at December 31, 2007		4,000,000		400		(92,103	)		(91,703	)

Net Loss		—		—		(25,745	)		(25,745	)


Balance at December 31, 2008		4,000,000	$	400	$	(117,848	)	$	(117,448	)

The accompanying notes are an integral part of these financial statements.

F-10

Sorrento Therapeutics, Inc.
(A development stage company)

Statements of Cash Flows


							Period from
							January 25, 2006
							(Inception)
	Year Ended			Year Ended			through
	December 31,			December 31,			December 31,
	2008			2007			2008
Cash Flows From Operating Activities
Net loss	$	(25,745	)	$	(16,302	)	$	(117,848	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Increase (decrease) in cash resulting from changes in:
Accounts payable		27,362			13,760			75,965
Accounts payable-stockholders		(2,417	)		2,542			41,083
Income taxes payable		800			—			800


Net cash provided by (used in) operating activities		—			—			—


Net Change in Cash		—			—			—

Cash at Beginning of Period		—			—			—

Cash at End of Period	$	—		$	—		$	—


Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:
Income taxes	$	—		$	800		$	800

Non Cash Financing Activities:

During 2006 the Company recorded a receivable from one of its stockholders for $400 related to the issuance of 4,000,000 shares of common stock. In 2008 the $400 receivable was offset in accounts payable to stockholders.

The accompanying notes are an integral part of these financial statements.

F-11

Sorrento Therapeutics, Inc.
(A development stage company)

NOTES TO FINANCIAL STATEMENTS


1.	Summary of Significant Accounting Policies	A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

	Organization	Sorrento Therapeutics, Inc. (“the Company”) was incorporated in the state of California as San Diego Antibody Company, Inc. in January 2006. In February 2009, the name of the Company was changed to Sorrento Therapeutics, Inc. The Company is engaged in the business of developing and commercializing a broad, generally applicable platform for the generation of fully human monoclonal antibodies based on its proprietary technology.

	Use of estimates	The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

	Income taxes	Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the year and the change during the year in deferred tax assets and liabilities. From the Company’s inception through 2008, the tax provision consisted of the annual California state income tax of $800.

		As of December 31, 2008, a non-current deferred tax asset of approximately $47,000 had been recognized for the temporary differences related to federal and state net operating losses. A valuation allowance has been recorded to fully offset the deferred tax asset as it is not more likely than not that the assets will be fully utilized. The valuation allowance at December 31, 2008 is approximately $47,000.

		At December 31, 2008, the Company had unused federal and state net operating losses of approximately $117,000.

2.	Development Stage Operations	The Company is in the development stage and activities since the Company’s inception through 2008 were devoted primarily to developing proprietary platform technology for the generation of fully human monoclonal antibodies.

3.	Related Party Transactions	From inception through December 31, 2008, the stockholders of the Company incurred expenses on behalf of the Company. At December 31, 2008 and 2007, the Company had accounts payable due to the stockholders related to these expenses of approximately $41,000 and $44,000, respectively.

4.	Commitments and Contingencies

	Litigation	In the normal course of business, the Company is occasionally named as a defendant in various lawsuits. Management is currently not aware of any pending lawsuits.

F-12

Sorrento Therapeutics, Inc.
(A development stage company)

NOTES TO FINANCIAL STATEMENTS


5.	Subsequent Events	During February 2009, the Company changed its name from San Diego Antibody Company, Inc. to Sorrento Therapeutics, Inc. In July 2009, Sorrento Therapeutics, Inc., a Delaware corporation, was formed, with the California corporation as its sole shareholder. Subsequently, the California corporation merged into the Delaware corporation, and upon merger, each share of the California corporation’s stock was converted into a share of the Delaware corporation’s stock. The common stock of the Delaware corporation that was held by the California corporation was then cancelled.

		In February 2009 the Company adopted the 2009 Equity Incentive Plan (the “Plan”). The terms of the Plan provide for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, and stock bonuses to employees, directors, and consultants of the Company. On March 1, 2009, the Company issued 290,526 shares of restricted common stock to consultants for $0.001 per share under the Plan.

		In March 2009 the Company issued 40,000 shares of common stock outside of the Plan to consultants for a purchase price of $0.001 per share.

		On June 10, 2009, the Company issued 2,315,747 shares of common stock to OPKO Health, Inc. (“OPKO”), in exchange for $2,300,000 in cash proceeds. In connection with the stock purchase agreement, the Company entered into a license agreement allowing OPKO an exclusive license to use the Company’s patent rights relating to the manufacture of human antibody libraries. The license agreement also provides the Company with an exclusive, royalty-free license to use certain of OPKO’s patents to develop, use, and make selected products.

		In July 2009, the Company signed a plan of merger agreement with QuikByte Software Inc., a publicly-traded company with no active operations. Under the agreement, the Company will become a wholly owned subsidiary of QuikByte Software. After the merger is completed, QuikByte Software will be renamed to integrate the Sorrento Therapeutics, Inc. brand and will be headquartered in San Diego, California.

		In July 2009, the Company entered into an operating lease agreement for its office facility in California. The lease has an initial five year term commencing on September 1, 2009. Total future minimum lease payments required over the lease term are approximately $440,000.

F-13

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet combines the consolidated historical balance sheet of QuikByte Software, Inc. and the historical balance sheet of Sorrento Therapeutics, Inc. as of June 30, 2009 giving effect to the merger of Sorrento Merger Corp., Inc., a wholly-owned subsidiary of QuikByte Software, Inc., and Sorrento Therapeutics, Inc. pursuant to the merger agreement, as if the merger had been consummated on June 30, 2009. The following unaudited pro forma condensed combined statements of operations combine the historical statements of operations of QuikByte Software, Inc. and Sorrento Therapeutics, Inc. for the period ended June 30, 2009 and the year ended December 31, 2008, giving effect to the merger, as if it had occurred on January 1, 2008.

We are providing the following information to aid you in your analysis of the financial aspects of the merger. We derived this information for the year ended December 31, 2008 from the audited financial statements of QuikByte Software, Inc. and Sorrento Therapeutics, Inc. We derived the information regarding 2009 from the unaudited financial statements of QuikByte Software, Inc. and Sorrento Therapeutics, Inc. for that period. Neither QuikByte Software, Inc. nor Sorrento Therapeutics, Inc. assumes any responsibility for the accuracy or completeness of the information provided by the other party. This information should be read together with the QuikByte Software, Inc. audited and unaudited financial statements and related notes as filed in annual and quarterly reports with the Securities and Exchange Commission and the Sorrento Therapeutics, Inc. audited and unaudited financial statements included in this document under Sorrento Therapeutics, Inc.

The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the merger, factually supportable, and expected to have a continuing impact on the combined results.

The unaudited pro forma consolidated information is for illustrative purposes only. The financial results may have been different had the companies always been combined. Because the plans for these activities have not been finalized, we are not able to reasonably quantify the cost of such activities. You should not rely on the pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience.

The following information should be read in conjunction with the pro forma condensed combined financial statements:

	•		Accompanying notes to the unaudited pro forma combined condensed financial statements

	•		Separate historical financial statements of QuikByte Software, Inc. for the period ended June 30, 2009 and the year ended December 31, 2008 as filed with the SEC in their Annual and Quarterly Reports

	•		Separate historical financial statements of Sorrento Therapeutics, Inc. for the period ended June 30, 2009 and the year ended December 31, 2008 included elsewhere in this document

The unaudited pro forma condensed combined financial statements are presented for informational purposes only. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the merger been completed at the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed financial statements were prepared using the reverse acquisition application of the equity recapitalization method of accounting with Sorrento Therapeutics, Inc. treated as the acquirer in accordance with U.S. generally accepted accounting principles for accounting and financial reporting purposes. Accordingly, the assets and liabilities of QuikByte Software, Inc. have been presented at their historical cost with no goodwill or other intangible assets recorded and no increment in stockholders equity.

F-14

UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET
OF
SORRENTO THERAPEUTICS, INC. AND QUIKBYTE SOFTWARE, INC.
JUNE 30, 2009


	Historical
	Sorrento			QuikByte			Pro Forma				Combined Pro
	Therapeutics, Inc.			Software, Inc.			Adjustments				Forma

Assets

Current Assets
Cash and cash equivalents	$	2,297,639		$	291,674		$	2,000,000		a	$	4,589,313
Prepaid expenses		—			510							510
Other current assets		60,000			—							60,000


Total current assets		2,357,639			292,184							4,649,823

Total assets	$	2,357,639		$	292,184						$	4,649,823


Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities
Accounts payable		182,897			38,008							220,905
Accounts payable - shareholders		40,683			—							40,683
Income taxes payable		1,600			—							1,600


Total current liabilities		225,180			38,008							263,188

Total liabilities		225,180			38,008							263,188

Stockholders’ Equity
Common stock		2,274,731			1,107			44,634		a		62,354
								(2,268,085	)	b
								9,967		c

Additional paid-in-capital					2,053,769			1,955,366		a		4,466,553
								2,268,085		b
								(9,967	)	c
								(1,800,700	)	d
Shareholder note receivable		(30	)									(30	)

Accumulated deficit		(142,242	)		(1,800,700	)		1,800,700		d		(142,242	)


Total stockholders’ Equity		2,132,459			254,176							4,386,635


	$	2,357,639		$	292,184						$	4,649,823

F-15

UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
OF
SORRENTO THERAPEUTICS, INC. AND QUIKBYTE SOFTWARE, INC.
FOR THE 6 MONTHS ENDED JUNE 30, 2009


	Historical
	Sorrento			QuikByte			Pro Forma
	Therapeutics, Inc.			Software, Inc.			Adjustments		Combined Pro Forma

Revenues	$	—		$	—		$	—	$	—

Professional fees		—			109,830			—		109,830
General and administrative expenses		24,769			28,784					53,553


Loss from Operations		(24,769	)		(138,614	)		—		(163,383	)

Other Income
Interest income		1,175			598			—		1,773
Other Income		—			—			—		—


Total Other Income		1,175			598			—		1,773


Loss Before Income Taxes		(23,594	)		(138,016	)		—		(161,610	)

Income tax provision		800			—			—		800


Net Loss	$	(24,394	)	$	(138,016	)	$	—	$	(162,410	)


Pro forma net loss per share basic and diluted									$	(0.00	)

Pro forma shares used to compute net loss per share basic and diluted										225,084,127

F-16

UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
OF
SORRENTO THERAPEUTICS, INC. AND QUIKBYTE SOFTWARE, INC.
FOR THE YEAR ENDED DECEMBER 31, 2008


	Historical
	Sorrento Therapeutics,			QuikByte			Pro Forma
	Inc.			Software, Inc.			Adjustments		Combined Pro Forma

Revenues	$	—		$	—		$	—	$	—

Professional fees		—			156,658			—		156,658
General and administrative expenses		27,362			33,857					61,219


Loss from Operations		(27,362	)		(190,515	)		—		(217,877	)

Other Income
Interest income		—			1,613			—		1,613
Other Income		2,417			—			—		2,417


Total Other Income		2,417			1,613			—		4,030


Loss Before Income Taxes		(24,945	)		(188,902	)		—		(213,847	)

Income tax provision		800			—			—		800


Net Loss	$	(25,745	)	$	(188,902	)	$	—	$	(214,647	)


Pro forma net loss per share basic and diluted									$	(0.00	)

Pro forma shares used to compute net loss per share basic and diluted										225,084,127

F-17

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

On July 14, 2009, QuikByte Software, Inc. and Sorrento Therapeutics, Inc entered into a definitive agreement under which Sorrento Merger Corp. will be merged into Sorrento Therapeutics, Inc. in a transaction to be accounted for as a reverse acquisition of QuikByte Software, Inc. As a result, the historical financial statements of Sorrento Therapeutics, Inc. constitute the historical financial statements of the merged companies. The transaction is considered to be a capital transaction and as such is the equivalent to the issuance of common stock by Sorrento Therapeutics, Inc. for the net monetary assets of QuikByte Software, Inc., accompanied by a re-capitalization. For accounting purposes, Sorrento Therapeutics is treated as the continuing reporting entity. The costs of the transaction incurred by Sorrento Therapeutics will be charged directly to equity, those incurred by QuikByte will be expensed.

2. Pro Forma Adjustments

There were no inter-company balances and transactions between QuikByte Software and Sorrento Therapeutics as of the dates and for the periods of these pro forma condensed combined financial statements.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had QuikByte Software and Sorrento Therapeutics filed consolidated income tax returns during the periods presented. The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

	a)		To record the $2,000,000 proceeds for the sale of common stock by QuikByte Software in accordance with the merger agreement.

	b)		Common stock adjustment to reflect the change in par value from no par value to $0.001 for the Sorrento Therapeutic shares outstanding.

	c)		Common stock adjustment to reflect the change in par value from $0.0001 to $0.001 for the QuikByte Software shares outstanding.

	d)		The elimination of the QuikByte Software, Inc. accumulated deficit.

3. Pro Forma Net Loss Per Share

The pro forma basic and diluted net loss per share are based on the number of QuikByte common stock shares outstanding, including the shares purchased by investors in conjunction with the merger agreement plus the common stock shares issued to Sorrento Therapeutics based on the conversion ratio in the merger agreement.

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(d) Exhibits


Exhibit Number		Description
2.1*		Merger Agreement, dated July 14, 2009, by and among QuikByte Software, Inc., Sorrento Therapeutics, Inc., Sorrento Merger Corp., Inc., the Stockholders’ Agent and the Parent Representative, filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on July 14, 2009 and incorporated by reference herein.

2.2		First Amendment to Merger Agreement, dated August 26, 2009, by and among QuikByte Software, Inc., Sorrento Therapeutics, Inc., Sorrento Merger Corp., Inc., the Stockholders’ Agent and the Parent Representative, filed as Exhibit 2.2 to our Current Report on Form 8-K filed with the SEC on August 26, 2009 and incorporated by reference herein.

3.1		Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed with the SEC on November 13, 2008 and incorporated by reference herein.

3.2		Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on July 7, 2008 and incorporated by reference herein.

9.1		Form of Stockholder Voting Agreement by and among QuikByte Software, Inc. and the Stockholder of Sorrento Therapeutics, Inc. set forth on the signature page thereto, dated as of July 14, 2009, filed as Exhibit 9.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.1		Form of Stock Purchase Agreement, dated September 18, 2009, by and among QuikByte Software, Inc. and the Investors listed on Exhibit A thereto, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.2		Form of Lockup Agreement, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.3		Escrow Agreement, dated September 21, 2009, by and among QuikByte Software, Inc., the Stockholders’ Agent, the Parent Representative and Bank of America, N.A.

10.4 ±		Employment Letter, dated September 18, 2009, between QuikByte Software, Inc. and Dr. Antonius Schuh, filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.5 ±		Employment Letter, dated September 18, 2009, between QuikByte Software, Inc. and Dr. Henry Ji, filed as Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.6		Standard Multi-Tenant Office Lease-Net, dated July 28, 2008, by and between Sorrento Therapeutics, Inc. and Suntree Garden, LLC, filed as Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.7		First Amendment to Lease, dated August 18, 2009, by and between Sorrento Therapeutics, Inc. and Suntree Garden, LLC, filed as Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.8		Share Purchase Agreement, dated June 10, 2009, between Sorrento Therapeutics, Inc. and OPKO Health, Inc., filed as Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.9		Limited License Agreement, dated June 10, 2009, between Sorrento Therapeutics, Inc. and OPKO Health, Inc., filed as Exhibit 10.9 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.10 ⁺⁺		Patent Assignment Agreement, dated June 10, 2009, between Henry H. Ji and Sorrento Therapeutics, Inc., filed as Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.11		Form of Stock Option Agreement.


Exhibit Number		Description
21.1		Subsidiary of QuikByte Software, Inc., filed as Exhibit 21.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

99.1		Press Release, dated September 18, 2009, filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.


^*		Non-material schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.

⁺⁺		Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

±		Management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	QUIKBYTE SOFTWARE, INC.
Date: September 21, 2009	By:	/s/ Antonius Schuh, Ph.D.
		Name:	Antonius Schuh, Ph.D.
		Title:	Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description
2.1*		Merger Agreement, dated July 14, 2009, by and among QuikByte Software, Inc., Sorrento Therapeutics, Inc., Sorrento Merger Corp., Inc., the Stockholders’ Agent and the Parent Representative, filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on July 14, 2009 and incorporated by reference herein.

2.2		First Amendment to Merger Agreement, dated August 26, 2009, by and among QuikByte Software, Inc., Sorrento Therapeutics, Inc., Sorrento Merger Corp., Inc., the Stockholders’ Agent and the Parent Representative, filed as Exhibit 2.2 to our Current Report on Form 8-K filed with the SEC on August 26, 2009 and incorporated by reference herein.

3.1		Amended and Restated Articles of Incorporation of the Company, filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed with the SEC on November 13, 2008 and incorporated by reference herein.

3.2		Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on July 7, 2008 and incorporated by reference herein.

9.1		Form of Stockholder Voting Agreement by and among QuikByte Software, Inc. and the Stockholder of Sorrento Therapeutics, Inc. set forth on the signature page thereto, dated as of July 14, 2009, filed as Exhibit 9.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.1		Form of Stock Purchase Agreement, dated September 18, 2009, by and among QuikByte Software, Inc. and the Investors listed on Exhibit A thereto, filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.2		Form of Lockup Agreement, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.3		Escrow Agreement, dated September 21, 2009, by and among QuikByte Software, Inc., the Stockholders’ Agent, the Parent Representative and Bank of America, N.A.

10.4 ±		Employment Letter, dated September 18, 2009, between QuikByte Software, Inc. and Dr. Antonius Schuh, filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.5 ±		Employment Letter, dated September 18, 2009, between QuikByte Software, Inc. and Dr. Henry Ji, filed as Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.6		Standard Multi-Tenant Office Lease-Net, dated July 28, 2008, by and between Sorrento Therapeutics, Inc. and Suntree Garden, LLC, filed as Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.7		First Amendment to Lease, dated August 18, 2009, by and between Sorrento Therapeutics, Inc. and Suntree Garden, LLC, filed as Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.8		Share Purchase Agreement, dated June 10, 2009, between Sorrento Therapeutics, Inc. and OPKO Health, Inc., filed as Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.9		Limited License Agreement, dated June 10, 2009, between Sorrento Therapeutics, Inc. and OPKO Health, Inc., filed as Exhibit 10.9 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.


Exhibit Number		Description
10.10 ⁺⁺		Patent Assignment Agreement, dated June 10, 2009, between Henry H. Ji and Sorrento Therapeutics, Inc., filed as Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

10.11		Form of Stock Option Agreement.

21.1		Subsidiary of QuikByte Software, Inc., filed as Exhibit 21.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.

99.1		Press Release, dated September 18, 2009, filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on September 21, 2009 and incorporated by reference herein.


^*		Non-material schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.

⁺⁺		Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

±		Management contract or compensatory plan.

Exhibit 10.3

ESCROW AGREEMENT

This Escrow Agreement (this “ Escrow Agreement ”), dated as of September 21, 2009, by and among QuikByte Software, Inc., a Colorado corporation (“ Parent ”), Stephen Zaniboni, an individual, as the Stockholders’ Agent hereunder, Glenn Halpryn, an individual, as the Parent Representative hereunder, and Bank of America, N.A., as escrow agent (“ Escrow Agent ”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below), a copy of which has been delivered to the Escrow Agent solely to enable it to reference such meanings.

RECITALS

Whereas , Parent, Sorrento Therapeutics, Inc., a Delaware corporation (‘ Sorrento ”), Sorrento Merger Corp., Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), Stephen Zaniboni, as the representative of the holders of Sorrento Securities (the “ Stockholders ”), and Glenn Halpryn, as Parent Representative thereunder, have entered into a Merger Agreement, dated as of July 14, 2009 (the “ Merger Agreement ”), attached hereto as Exhibit A , pursuant to which, among other things, Merger Sub will merge with and into Sorrento, with the result that Sorrento survives the merger and becomes a wholly-owned subsidiary of Parent in a transaction in which the consideration to the Stockholders is common shares of Parent, par value $0.0001 per share (the “ Parent Shares ”);

Whereas , the Merger Agreement contemplates that Parent shall deposit the Sorrento Escrowed Shares to secure the indemnification obligations of Sorrento under the Merger Agreement;

Whereas , the Stockholders have appointed the Stockholders’ Agent as their representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of each Stockholder with respect to the subject matter of this Escrow Agreement (provided, however, that such Stockholders are not, and are not intended to be, parties to this Escrow Agreement) and the taking by the Stockholders’ Agent of any and all actions and the making of any decision required or permitted to be taken or made by them under this Escrow Agreement;

Whereas , Parent appointed the Parent Representative as its representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of Parent with respect to the subject matter of this Escrow Agreement and the taking by the Parent Representative of any and all actions and the making of any decision required or permitted to be taken or made by Parent under this Escrow Agreement; and

Whereas , the parties hereto desire to set forth further terms and conditions in addition to those set forth in the Merger Agreement relating to the operation of the Escrow Fund (as defined below).

AGREEMENT

The parties hereto, in consideration of the mutual covenants contained herein, and intending to be legally bound, hereby agree as follows:

Section 1. Establishment of Escrow Fund .

1.1 Deposit of Consideration Shares . The Sorrento Escrowed Securities shall be deposited into an escrow fund (the “ Escrow Fund ”) and held by the Escrow Agent in accordance with the terms hereof. The Escrow Agent agrees to hold the Escrow Fund in a separate and distinct account which is hereby established. The Sorrento Escrowed Securities comprising the Escrow Fund shall be referred to herein as the “ Escrow Shares .” The Escrow Shares shall be issued in the name of “Bank of America, N.A., as escrow agent for the Escrow Agreement, dated September 21, 2009, by and among QuikByte Software, Inc., Stephen Zaniboni, an individual, as the Stockholders’ Agent thereunder, Glenn Halpryn, an individual, as the Parent Representative thereunder, and Bank of America, N.A.” and Parent shall deliver to Escrow Agent a stock certificate representing the Escrow Shares of each Stockholder in each such Stockholder’s proportionate interest in the Escrow Fund as set forth on Exhibit B , attached hereto. The Escrow Fund shall be held as collateral to secure the rights of Parent as provided for in Article IX of the Merger Agreement.

1.2 Appointment of Escrow Agent . Parent, the Parent Representative, and the Stockholders’ Agent appoint the Escrow Agent to serve as escrow agent, and Escrow Agent hereby agrees to act as escrow agent hereunder and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof. The Escrow Agent shall have no interest in the Escrow Shares other than possession or control of the certificates representing such Escrow Shares and related stock powers.

1.3 Transferability . The interests of the Stockholders in the Escrow Fund shall not be assignable or transferable, other than by operation of law (in which case, the portion of the Escrow Fund so assigned or transferred shall continue to be bound by the terms of this Escrow Agreement) or by descent or distribution. No assignment or transfer of any of such interests by operation of law shall be recognized or given effect until Parent and the Escrow Agent shall have received written notice of such assignment or transfer.

1.4 Distribution . Any securities comprising the Escrow Fund, including, but not limited to, any property distributable in respect of or in exchange for any Escrow Shares (any such distribution shall be referred to herein as “Additional Property”) as a result of a stock split, stock dividend, recapitalization, merger, asset purchase, sale of assets or similar transaction shall, upon receipt by the Stockholder, be promptly distributed to and held by Escrow Agent as part of the Escrow Fund and any such Additional Property shall become part of the Escrow Fund for purposes of this Escrow Agreement. At any time any Escrow Shares are required to be released from the Escrow Fund to the Stockholders pursuant to this Escrow Agreement, any Additional Property previously received by Escrow Agent in respect of or in exchange for such Escrow Shares shall be released from the Escrow Fund to the Stockholders.

1.5 Escrow Fund . The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Stockholder or of any party hereto. The Escrow Agent shall hold and safeguard the Escrow Fund until it is released in accordance with Section 3 below; provided, however, that if the Escrow Agent has received from Parent Representative a Claim Notice (as defined below) setting forth a claim that has not been resolved by the Termination Date (as defined below), then the Escrow Agent shall

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hold and safeguard that portion of the Escrow Fund equal to 100% of the amount claimed as Losses in the Claim Notice (the “ Retained Amount ”), and promptly after the resolution thereof that portion of the Escrow Fund held back shall be released in accordance with this Escrow Agreement.

1.6 Voting of Escrow Shares . The Stockholders shall have the right, in their sole discretion, to exercise any voting rights pertaining to the Escrow Shares, and if required Escrow Agent shall comply with, and be entitled to rely on, any applicable Stockholder written instructions. At every annual, special or adjourned meeting of the stockholders of Parent and in every written consent of the stockholders of Parent in lieu of any such meeting, in the absence of written instructions from any individual Stockholder (directly or through a proxy), Escrow Agent shall not vote any of the Escrow Shares being held in the Escrow Fund on behalf of that individual Stockholder. The Stockholders shall further have the right, in their sole discretion, to direct Escrow Agent in writing to cause the tender of such Escrow Shares in a tender offer for Common Stock.

Section 2. Administration of Escrow Fund . Except as otherwise provided herein, the Escrow Agent shall administer the Escrow Fund as follows:

2.1 If Parent has or claims to have incurred or suffered Losses for which it is or may be entitled to indemnification under Article IX of the Merger Agreement, Parent Representative shall promptly deliver to the Stockholders’ Agent and the Escrow Agent a written claim notice (a “ Claim Notice ”). Each Claim Notice shall contain a reasonably detailed summary of the basis for the claim, the provision or provisions of the Merger Agreement alleged to have been inaccurate or breached and, if known, the estimated amount of the Losses incurred or reasonably expected to be incurred by Parent as a result of such inaccuracy or breach under which such indemnification is sought (the “ Claimed Amount ”).

2.2 Within fifteen (15) calendar days after receipt by the Stockholders’ Agent of a Claim Notice, the Stockholders’ Agent may deliver to Parent Representative and to the Escrow Agent a written response (the “ Response Notice ”) in which the Stockholders’ Agent: (a) agrees that an amount of Escrow Shares equal to the full Claimed Amount may be released from the Escrow Fund to Parent; (b) agrees that an amount of Escrow Shares equal to part, but not all, of the Claimed Amount (the “ Agreed Amount ”) may be released from the Escrow Fund to Parent; or (c) indicates that no part of the Escrow Fund may be released from the Escrow Fund to Parent in respect of the Claimed Amount. Any part of the Claimed Amount that is not agreed to be released to Parent pursuant to the Response Notice, which determination shall be made in good faith by the Stockholders’ Agent, shall be the “ Contested Amount .” If a Response Notice is not received by the Escrow Agent within such fifteen (15) day period, then the Stockholders’ Agent shall be conclusively deemed to have agreed that an amount of Escrow Shares equal to the full Claimed Amount may be released to Parent from the Escrow Fund and the Escrow Agent shall release such amount to Parent as provided in Section 2.3 . The Escrow Agent may assume that any Claim Notice required to be delivered to the Escrow Agent and the Stockholders’ Agent has been received by the Stockholders’ Agent on the date it has been received by the Escrow Agent, but the Escrow Agent need not inquire into or verify such receipt.

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2.3 If the Stockholders’ Agent delivers a Response Notice agreeing that an amount of Escrow Shares equal to the full Claimed Amount may be released from the Escrow Fund to Parent, or if the Stockholders’ Agent does not deliver a Response Notice on a timely basis in accordance with Section 2.2 , the Escrow Agent shall within two (2) Business Days following the receipt of such Response Notice (or, if the Escrow Agent has not received a Response Notice, within two (2) Business Days following the expiration of the fifteen (15) day period referred to in Section 2.2 ), submit to Parent’s transfer agent an amount of Escrow Shares equal to the full Claimed Amount.

2.4 If the Stockholders’ Agent delivers a Response Notice agreeing that an amount equal to less than the full Claimed Amount may be released from the Escrow Fund to Parent, the Escrow Agent shall, within two (2) Business Days following the receipt of such Response Notice, submit to Parent’s transfer agent an amount of Escrow Shares equal to the Agreed Amount. Such payment shall not be deemed to be made in full satisfaction of the claim described in such Claim Notice and the remaining amount shall be the Contested Amount as provided in Section 2.2 .

2.5 If the Stockholders’ Agent delivers a Response Notice indicating that there is a Contested Amount, the Stockholders’ Agent and Parent Representative shall attempt in good faith to resolve the dispute related to the Contested Amount within fifteen (15) calendar days of Parent Representative’s receipt of such Response Notice (the “ Negotiation Period ”). If Parent Representative and the Stockholders’ Agent resolve such dispute, such written resolution shall be binding on all of the Stockholders and Parent, and a settlement agreement shall be signed by Parent Representative and the Stockholders’ Agent and sent to the Escrow Agent, which shall, upon receipt thereof, if applicable, release Escrow Shares from the Escrow Fund in accordance with such agreement. Unless and until the Escrow Agent receives written notice that any such dispute has been resolved by Parent Representative and the Stockholders’ Agent, the Escrow Agent may assume without inquiry that such dispute has not been resolved. If Parent Representative and the Stockholders’ Agent fail to reach agreement by the end of the Negotiation Period, each party shall be entitled to its legal remedies in accordance with this Escrow Agreement and the Merger Agreement.

2.6 The Escrow Agent shall submit to Parent’s transfer agent the Escrow Shares from the Escrow Fund in connection with any Contested Amount within two (2) Business Days after the delivery to it of: (i) a copy of a settlement agreement executed by Parent Representative and the Stockholders’ Agent setting forth instructions to the Escrow Agent as to the amount of Escrow Shares to be released from the Escrow Fund, with respect to such Contested Amount; or (ii) a certified copy of a final and non-appealable binding order, decree or judgment issued or rendered by a court of competent jurisdiction or a certified copy of a final arbitration award, accompanied by joint written instructions from Parent Representative and the Stockholders’ Agent instructing the Escrow Agent as to the resulting disbursement of the Escrow Fund specified therein.

2.7 At any time that a payment, distribution or holdback is required to be made pursuant to this Escrow Agreement, the payment, distribution or holdback shall be from or to each Stockholder in the same proportion as such Stockholder’s proportionate interest in the Escrow Fund as set forth on Exhibit B attached hereto. Notwithstanding anything herein to the

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contrary, any and all calculations required to be made pursuant to a disbursement request shall be made in accordance with the following sentence and shall be provided to the Escrow Agent in a writing signed by Parent Representative and the Stockholders’ Agent. The aggregate number of Escrow Shares to be delivered to Parent in satisfaction of (i) the full Claimed Amount under Section 2.3 ; (ii) the Agreed Amount under Section 2.4 ; or (iii) in connection with any Contested Amount under Section 2.6 , shall be determined by dividing the amount of the applicable indemnifiable Losses as fully and finally determined to be due, by the volume weighted average closing price of Parent Common Stock over the 30 trading-day period ending on the date immediately preceding the date of any payment in satisfaction of such indemnification obligation, as reported on the Eligible Market or other applicable exchange, as applicable.

2.8 Parent Representative may submit a Claim Notice at any time prior to 11:59 p.m. Pacific Time on the date that is the first-year anniversary of the Closing Date (the “ Termination Date ”).

Section 3. Release of Escrow Fund . Within two (2) Business Days after the Termination Date, the Escrow Agent shall submit to Parent’s transfer agent for distribution to the Stockholders, in accordance with a spreadsheet to be provided to the Escrow Agent by the Stockholders’ Agent within seven (7) calendar days prior to the Termination Date, which such spreadsheet shall be consistent with Exhibit B , the Escrow Shares held in the Escrow Fund, to the extent not otherwise distributed to Parent pursuant to Section 2 or the Stockholders’ Agent pursuant to Section 4.2 or retained in the Escrow Fund pursuant to Section 1.5 . Notwithstanding the foregoing, if prior to the Termination Date, Parent Representative has properly given a Claim Notice containing a claim which has not been resolved prior to such date in accordance with Section 2 , the Escrow Agent shall retain in the Escrow Fund after the Termination Date the Retained Amount.

Section 4. Fees and Expenses .

4.1 The Escrow Agent shall be entitled to receive from time to time fees in accordance with Exhibit C attached hereto. In accordance with Exhibit C , the Escrow Agent will also be entitled to reimbursement for reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties hereunder and the execution and delivery of this Escrow Agreement. Parent shall pay the fees and expenses of the Escrow Agent.

4.2 The Stockholders’ Agent shall be entitled to receive from the Stockholders from time to time reimbursement for reasonable documented out-of-pocket expenses incurred by the Stockholders’ Agent after the date first set forth above in the performance of his duties hereunder (the “ Agent’s Expenses ”). Subject to any rights of Parent to receive distributions from the Escrow Fund pursuant hereto, to the extent that there are sufficient funds in the Escrow Fund as of the Termination Date (excluding any Retained Amount), all such fees and expenses shall be reimbursed to Stockholders’ Agent by the Escrow Agent from the Escrow Fund after receipt by the Escrow Agent of a written request for reimbursement, which shall include the Stockholders’ Agent’s certification that such out-of-pocket expenses are supported by written documentation (upon which the Escrow Agent shall conclusively rely) and the calculations for determining the number of Escrow Shares to be delivered to the Stockholders’ Agent in satisfaction of the Agent’s Expenses and which such documentation shall be attached thereto. Within two (2)

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Business Days after receipt of such request, the Escrow Agent shall submit to Parent’s transfer agent for distribution to the Stockholders’ Agent, an amount of Escrow Shares equal to the Agent’s Expenses, which such shares shall not be subject to the Lock-up Agreement executed by the Stockholders’ Agent. Notwithstanding anything herein to the contrary, any and all calculations required to be made pursuant to a reimbursement request by the Stockholders’ Agent shall be made in accordance with the following sentence and shall be provided to the Escrow Agent in a writing signed by the Stockholders’ Agent. The aggregate number of Escrow Shares to be delivered to the Stockholders’ Agent as reimbursement for the Agent’s Expenses shall be determined by dividing the amount of the applicable Agent’s Expenses, by the volume weighted average closing price of Parent Common Stock over the 30 trading-day period ending on the date immediately preceding the date of any payment in satisfaction of such indemnification obligation, as reported on the Eligible Market or other applicable exchange, as applicable.

Section 5. Limitation of Escrow Agent’s Liability .

5.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own gross negligence or willful misconduct. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed), and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone.

5.2 Parent agrees to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any loss, liability, attorney’s fees (whether such attorneys shall be regularly retained or specifically employed) or expense incurred without gross negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. The costs and expenses of enforcing this right of indemnification shall also be paid by Parent. This right of indemnification shall survive the termination of this Escrow Agreement, and the resignation or removal of the Escrow Agent.

5.3 The escrow account shall be maintained in accordance with applicable laws, rules and regulations and policies and procedures of general applicability to escrow accounts established by Escrow Agent. The Escrow Agent shall not be personally liable for any act that it may do or omit to do hereunder in good faith and in the exercise of its own best judgment nor for any damages not directly resulting from its gross negligence or willful misconduct. Without limiting the generality of the foregoing sentence, it is hereby agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Escrow Agreement or arising out of or in connection with the Escrow Agent’s duties hereunder, notwithstanding that the Escrow Agent was advised or otherwise made

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aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control. Any act done or omitted to be done by the Escrow Agent pursuant to the advice of its attorneys shall be conclusively presumed to have been performed or omitted in good faith by the Escrow Agent.

5.4 In the event the Escrow Agent is notified of any dispute, disagreement or legal action relating to or arising in connection with the escrow, the Escrow Fund, or the performance of the Escrow Agent’s duties under this Escrow Agreement, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings, arbitration, or other means as, in the Escrow Agent’s discretion, it may require. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may, at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized, at its option, to deposit with the court in which such action is filed, all documents and funds held in escrow, except all costs, expenses, charges, and reasonable attorneys’ fees incurred by the Escrow Agent due to the interpleader action and which Parent agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Escrow Agreement.

Section 6. Termination . The terms of this Escrow Agreement shall terminate on the earlier of (i) the Termination Date, (ii) the date of a Change of Control, or (iii) upon the release by the Escrow Agent of the entire Escrow Fund in accordance with this Escrow Agreement ; provided, however, that if on or prior to the Termination Date, the Stockholders’ Agent and the Escrow Agent have received from Parent Representative a Claim Notice in accordance with the terms and requirements set forth in Section 2.1 and elsewhere herein, setting forth a claim that has not been resolved by the Termination Date, then this Escrow Agreement shall continue in full force and effect with respect to that portion of the Escrow Fund necessary to resolve such claim for the purpose of resolving such unresolved claim until such claim has been resolved and the Retained Amount released in accordance with this Escrow Agreement. Notwithstanding the foregoing, in no event shall this Escrow Agreement cease to remain in full force and effect until such time as all assets deposited hereunder have been distributed by the Escrow Agent per its terms.

Section 7. Successor Escrow Agent . In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Escrow Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Escrow Agreement; provided, however, that no such resignation or removal shall become effective until a successor escrow agent has been appointed. Such resignation shall take effect not less than thirty (30) calendar days after it is given to all parties hereto. In such event, the Stockholders’ Agent may, with the consent of Parent Representative, which consent shall not be unreasonably withheld, conditioned or delayed, appoint a successor Escrow Agent that will be a financial institution that is an unrelated third party with respect to

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each of Parent, the Parent Representative and the Stockholders’ Agent. If the Stockholders’ Agent fails to appoint a successor Escrow Agent within ten (10) calendar days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right at the expense of Parent to petition any court of general jurisdiction sitting in Cook County, Illinois for the appointment of a successor escrow agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent (or the court, as the case may be) an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The Escrow Agent shall act in accordance with written instructions from Parent Representative and the Stockholders’ Agent as to the transfer of the Escrow Fund to a successor escrow agent. Parent shall pay the Escrow Agent any outstanding fees and expenses prior to transferring the Escrow Fund to a successor escrow agent.

Section 8. Stockholders’ Agent .

8.1 Each Stockholder has approved the indemnification and escrow terms set forth in the Merger Agreement and the appointment of the Stockholders’ Agent to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrator(s) with respect to claims of Parent hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Agent for the accomplishment of the foregoing.

8.2 If the Stockholders’ Agent or his successor shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the stockholders of Sorrento, then a majority-in-interest of the Stockholders (calculated based upon their respective contributions to the Escrow Fund pursuant to the Merger Agreement) shall, within ten (10) calendar days after such death or disability, appoint a successor representative reasonably satisfactory to Parent Representative. Unless and until Parent, Parent Representative and the Escrow Agent shall have received written notice of the appointment of a successor Stockholders’ Agent, Parent, Parent Representative and the Escrow Agent shall be entitled to rely on, and shall be fully protected in relying on, the power and authority of the Stockholders’ Agent to act on behalf of the Stockholders.

Section 9. Parent Representative .

9.1 Parent has approved the indemnification and escrow terms set forth in the Merger Agreement and the appointment of Parent Representative to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares from the Escrow Fund, to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrator(s) with respect to claims of Parent hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Agent for the accomplishment of the foregoing.

9.2 If Parent Representative or his successor shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Parent, then a majority-in-interest of those persons who comprise the board of directors of Parent as of the date of the Merger

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Agreement (the “ Requisite Original Directors ”) shall, within ten (10) calendar days after such death or disability (the “ Initial Appointment Period ”), appoint a successor representative reasonably satisfactory to the Stockholders’ Agent; provided however that if the Requisite Original Directors have not made such appointment within such ten (10) day period, then a majority-in-interest of those persons who comprise the board of directors of Parent as of the date of the Parent Representative’s or his successor’s death or disability shall, within ten (10) calendar days after the Initial Appointment Period, appoint a successor representative reasonably satisfactory to the Stockholders’ Agent. Unless and until the Stockholders’ Agent and the Escrow Agent shall have received written notice of the appointment of a successor Parent Representative, the Stockholders’ Agent and the Escrow Agent shall be entitled to rely on, and shall be fully protected in relying on, the power and authority of Parent Representative to act on behalf of Parent.

Section 10. Reports

10.1 Confirmation of Deposits and Disbursements . The Escrow Agent shall provide to each of Parent, Parent Representative and the Stockholders’ Agent on-line access to Escrow Fund account records.

10.2 Statements . The Escrow Agent shall deliver to each of Parent, Parent Representative and the Stockholders’ Agent a monthly report setting forth (x) the amount of the Escrow Fund as of the date of such report and (y) a summary of all deposits and disbursements with respect to the Escrow Fund since the Closing Date.

Section 11. Miscellaneous.

11.1 Attorneys’ Fees . If any legal action or other legal proceeding relating to this Escrow Agreement or the enforcement of any provision of this Escrow Agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

11.2 Notices . Any notice or other communication required or permitted to be delivered to any party under this Escrow Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered by hand, by registered mail, by reputable overnight courier or express delivery service or by confirmed facsimile to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto). The effective date of any notice or other communication shall be the date of personal delivery, the date on which successful facsimile transmission is confirmed or the date actually delivered by a reputable overnight courier or express delivery service, as the case may be, in each case properly addressed as provided herein and with all charges prepaid. Notices and other communications required or permitted to be delivered to parties under this Escrow Agreement shall be delivered to all applicable parties using the same delivery method.

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		If to Escrow Agent:		Bank of America, N.A.
				135 South LaSalle Street
				IL4-135-18-23
				Chicago, Illinois 60603
				Attention: Mark T. LoIacono
				Telephone: (312) 904-6836
				Fax: (312) 904-4019
		If to Parent:		QuikByte Software, Inc.
				4400 Biscayne Blvd., Suite 950
				Miami, FL 33137
				Attn: Glenn L. Halpryn, CEO
				Tel.: (305) 573-4112
				Fax: (305) 573-4115
		with a copy to:		Greenberg Traurig, P.A.
				1221 Brickell Avenue
				Miami, Florida 33131
				Attn: Robert L. Grossman, Esq.
				grossmanb@gtlaw.com
				Tel: (305) 579-0756
				Fax: (305) 961-5756
		If to Parent		Glenn L. Halpryn
		Representative:		4400 Biscayne Blvd., Suite 950
				Miami, FL 33137
				Tel.: (305) 573-4112
				Fax: (305) 573-4115
		with a copy to:		Greenberg Traurig, P.A.
				1221 Brickell Avenue
				Miami, FL 33131
				Attn: Robert L. Grossman, Esq.
				Tel.: (305) 575-0756
				Fax: (305) 961-5756
		If to Stockholders’		Stephen Zaniboni
		Agent:		655 India St., Unit 204
				San Diego CA 92101
				Tel.: (858) 967-8014
		with a copy to:		Paul, Hastings, Janofsky & Walker, LLP
				4747 Executive Drive, 12th Floor
				San Diego, CA 92121
				Attn: Carl R. Sanchez, Esq.
				Tel.: (858) 458-3030
				Fax: (858) 458-3130

The Escrow Agent may assume that any Claim Notice, Response Notice or other notice of any kind required to be delivered to the Escrow Agent and any other Person has been received by such other Person on the date it has been received by the Escrow Agent, but the Escrow Agent need not inquire into or verify such receipt.

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11.3 Headings . The headings contained in this Escrow Agreement are for convenience of reference only, shall not be deemed to be a part of this Escrow Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

11.4 Governing Law . This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

11.5 Successors and Assigns . This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (if any).

11.6 Waiver.

(a) No failure on the part of any Person to exercise any power, right, privilege or remedy under this Escrow Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Escrow Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No Person shall be deemed to have waived any claim arising out of this Escrow Agreement, or any power, right, privilege or remedy under this Escrow Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

11.7 Amendment . This Escrow Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the parties hereto; provided, however, that any amendment executed and delivered by the Stockholders’ Agent shall be deemed to have been approved by and duly executed and delivered by all of the Stockholders.

11.8 Severability . In the event that any provision of this Escrow Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Escrow Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

11.9 Parties in Interest . Except as expressly provided herein, none of the provisions of this Escrow Agreement, express or implied, is intended to provide any rights or remedies to any Person other than the parties hereto and their respective successors and assigns, if any. It is the intention of the parties hereto that this Escrow Agreement may not be enforced on a third party beneficiary or any similar basis.

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11.10 Entire Agreement . This Escrow Agreement and the other agreements referred to herein set forth the entire understanding of the parties hereto relating to the subject matter hereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof.

11.11 Waiver of Jury Trial . Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action arising out of or related to this Escrow Agreement or the transactions contemplated hereby.

11.12 Tax Reporting Information and Certification of Tax Identification Numbers . Stockholders’ Agent shall provide the Escrow Agent with certified tax identification numbers of the Stockholders by furnishing appropriate original Forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other forms and documents that the Escrow Agent may reasonably request (collectively, “ Tax Reporting Documentation ”) to the Escrow Agent within thirty (30) calendar days of the date of receipt of the Escrow Fund by the Escrow Agent. The parties hereto understand that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue Code, as it may be amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Escrow Agreement. To the extent that the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Stockholders, whether or not such income was disbursed during such calendar year. The escrow account shall not be opened unless Parent and Stockholders’ Agent provide to the Escrow Agent properly completed and signed applicable tax certification. In the case of a Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be provided.

11.13 Cooperation . Each of Parent and the Stockholders’ Agent agrees to cooperate fully with one another and the Escrow Agent and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other or the Escrow Agent to evidence or reflect the transactions contemplated by this Escrow Agreement and to carry out the intent and purposes of this Escrow Agreement.

11.14 Construction .

(a) For purposes of this Escrow Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Escrow Agreement.

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(c) As used in this Escrow Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Escrow Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Escrow Agreement and Exhibits to this Escrow Agreement.

(e) All fractions, quotients and the product of any other computations contemplated in this Escrow Agreement shall be rounded to the fourth decimal point.

11.15 Counterparts . This Escrow Agreement may be executed in several counterparts, and be delivered by facsimile or other electronic transmission, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

11.16 Business Days . As used in this Escrow Agreement, “Business Day” means a day other than a Saturday, Sunday, or other day when banking institutions in Chicago, Illinois are authorized or required by law or executive order to be closed.

11.17 Arbitration . Any claim against Escrow Agent arising out of or relating to this Escrow Agreement shall be settled by arbitration in accordance with commercial rules of the American Arbitration Association. Arbitration proceedings conducted pursuant to this Escrow Agreement shall be held in the State of Delaware.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF , the parties hereto have made and entered into this Escrow Agreement the day and year first above written.


PARENT: QuikByte Software, Inc., a Colorado corporation
By:	/s/ Glenn Halpryn
Name:		Glenn Halpryn
Title:		President & Chief Executive Officer

PARENT REPRESENTATIVE: Glenn Halpryn
/s/ Glenn Halpryn
Glenn Halpryn

STOCKHOLDERS’ AGENT : Stephen Zaniboni
/s/ Stephen Zaniboni
Stephen Zaniboni

ESCROW AGENT: Bank of America, N.A., solely as Escrow Agent hereunder and not in its individual capacity
By:	/s/ Mark T. LoIacono
Name:		Mark T. LoIacono
Title:		Vice President

[Signature Page to Escrow Agreement]

Exhibit 10.11

NONQUALIFIED STOCK OPTION AGREEMENT
FOR
QUIKBYTE SOFTWARE, INC.

Agreement

1. Grant of Option . QuikByte Software, Inc. (the “ Company ”) hereby grants, as of September 21, 2009 (“ Date of Grant ”), to (the “ Optionee ”) an option (the “ Option ”) to purchase up to 40,000 shares of the Company’s common stock, $0.0001 par value per share (the “ Shares ”), at an exercise price per share equal to $0.0448 (the “ Exercise Price ”). The Option shall be subject to the terms and conditions set forth herein. The Option is a nonqualified stock option, and not an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

2. Exercise Schedule .

(a) Except as otherwise provided in this Section 2 and Sections 5 or 10 of this Agreement, the Option is exercisable as provided below. To the extent that the Option has become exercisable as provided below, the Option may thereafter be exercised by the Optionee, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. The following table indicates each date (the “ Vesting Date ”) upon which the Optionee shall be entitled to exercise the Option with respect to the Shares granted as indicated beside the date, provided that the Continuous Service of the Optionee continues through and on the applicable Vesting Date:


Percentage of Shares		Vesting Date
100%		September 21, 2010

Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date, and all vesting shall occur only on the appropriate Vesting Date.

Notwithstanding anything to the foregoing in this Section 2(a), including the Vesting Date, the Option shall not be exercisable, in whole or in part, until the two year anniversary of the Date of Grant, except as provided in Section 10(b)(i) of this Agreement.

(b) For purposes of this Agreement, the following terms shall have the meanings indicated:

(i) “ Board ” shall mean the Board of Directors of the Company.

(ii) “ Continuous Service ” shall mean the continuous service to the Company or a Related Entity, without interruption, of the Optionee, in the Optionee’s capacity as a Director of the Company. Continuous Service shall not be considered interrupted (or to have ceased or terminated) in the case of transfers among the Company, any Related Entity, or any successor thereto, so long as the Optionee continues in his capacity as a Director thereof .

(iii) “ Director ” shall mean a member of the Board or the board of directors of any Related Entity.

(iv) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(v) “Related Entity” shall mean any Subsidiary, and any business, corporation, partnership, limited liability company, or other entity in which the Company, or a Subsidiary holds a substantial ownership interest, directly or indirectly.

(vi) “Subsidiary” shall mean any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets on liquidation or dissolution.

3. Method of Exercise . The vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 2 hereof by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price, and (b) arrangements that are satisfactory to the Company in its sole discretion have been made for Optionee’s payment to the Company of the amount that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded.

4. Method of Payment . Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: (a) cash; (b) check; (c) to the extent permitted by the Company, with Shares owned by the Optionee, or the withholding of Shares that otherwise would be delivered to the Optionee as a result of the exercise of the Option, (d) pursuant to a “cashless exercise” procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Company shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares or a margin loan sufficient to pay the Exercise Price and any applicable income or employment taxes or (e) such other consideration or in such other manner as may be determined by the Company in its absolute discretion.

5. Termination of Option . Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

(a) if, prior to the Vesting Date, the Optionee’s Continuous Service is terminated for any reason, the date on which the Optionee’s Continuous Service is terminated, unless the Company otherwise determines in writing in its sole discretion to waive the termination of such Option;

(b) the tenth anniversary of the date as of which the Option is granted; or

6. Restrictions While Stock is Not Registered.

(a) Restricted Shares . Any Shares acquired upon exercise of the Option specified in Section 1 and (i) all shares of the Company’s capital stock received as a dividend or other distribution upon such shares and (ii) all shares of capital stock or other securities of the Company into which such shares may be changed or for which such shares shall be exchanged, whether through reorganization, recapitalization, stock split-ups or the like, shall be subject to the provisions of this Section 6 at all times, and only at those times, that Shares are not registered under the Exchange Act (such times during which the Stock is not so registered sometimes hereinafter being referred to as the “ Restricted Period ”) and are during the Restricted Period hereinafter referred to as “Restricted Shares.”

(b) No Sale or Pledge of Restricted Securities . Except as otherwise provided herein, the Optionee agrees and covenants that during the Restricted Period he or she shall not sell, pledge, encumber or otherwise transfer or dispose of, and shall not permit to be sold, encumbered, attached or otherwise disposed of or transferred in any manner, either voluntarily or by operation of law (all hereinafter collectively referred to as “ transfers ”), all or any portion of the Restricted Securities or any interest therein unless such transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an applicable exemption from registration thereunder.

(c) Legends . The certificate or certificates representing any Restricted Securities acquired pursuant to the exercise of this Option prior to the last day of the Restricted Period shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A NONQUALIFIED STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS RIGHTS ARE BINDING ON TRANSFEREES OF THESE SHARES.

7. Transferability . Unless otherwise determined by the Company, the Option granted hereby is not transferable otherwise than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable only by the Optionee, or the Optionee’s guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and permitted assigns of the Optionee.

8. Adjustment of Shares.

(a) If at any time while this Agreement is in effect, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made by the Company in the number of Shares and the Exercise Price per share thereof then subject to any outstanding Options, so that the same percentage of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate Exercise Price.

(b) The Company may change the terms of this Option with respect to the Exercise Price or the number of Shares subject to the Option, or both, when, in the Company’s sole discretion, such adjustments become appropriate so as to preserve but not increase the benefits under the Option.

(c) In the event of a proposed sale of all or substantially all of the Company’s assets or any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, or where the securities of the another corporation, or its parent company, are issued to the Company’s shareholders, then the other corporation or a parent of the other corporation may, with the consent of the Company, assume each outstanding Option or substitute an equivalent option or right. If the other corporation, or its parent, does not cause such an assumption or substitution to occur, or the Company does not consent to such an assumption or substitution, then each Option shall become immediately exercisable pursuant to Section 10 hereof.

(d) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made to, the number of or Exercise Price for Shares then subject to outstanding Options granted under this Agreement.

(e) Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Agreement shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

9. No Shareholder Rights . Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.

10. Acceleration of Exercisability of Option .

(a) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 5 hereof, there is a Change in Control. For purposes of this provision, a “Change in Control” shall be deemed to occur upon:

(i) The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the value of then outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”) (the foregoing Beneficial Ownership hereinafter being referred to as a “ Controlling Interest ”); provided , however , that for purposes of this Section 10(b), the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Date of Grant owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) During any period of two (2) consecutive years (not including any period prior to the Date of Grant) individuals who constitute the Board on the Date of Grant (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the Date of Grant whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or equity of another entity by the Company or any of its Related Entities (each a “ Business Combination ”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or comparable governing body of an entity that does not have such a board), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or any Person that as of the Date of Grant owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the Board of Directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding anything in the foregoing to the contrary, the transactions contemplated by (A) that certain Merger Agreement, dated as of July 14, 2009, as amended, by and among the Company, Sorrento Therapeutics, Inc., a Delaware corporation, Sorrento Merger Corp., Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Stephen Zaniboni, as Stockholders’ Agent thereunder, and Glenn Halpryn, as Parent Representative thereunder, and (B) that certain Stock Purchase Agreement, dated as of September 18, 2009, by and between the Company and each of the Investors listed on Exhibit A thereto, shall not (individually or together) constitute a Change of Control for purposes of this Agreement.

(b) Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for the Option, the vesting of the Option shall not be accelerated as described in Section 10(a). For the purposes of this paragraph, the Option shall be considered assumed or substituted for if following the Change in Control the Option or substituted option confers the right to purchase, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided , however , that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of the Option will be solely common stock of the successor company or its parent or subsidiary substantially equal in Fair Market Value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, on such terms and conditions as may be set forth in an Award Agreement, in the event of a termination of the Optionee’s employment in such successor company (other than for Cause) within 24 months following such Change in Control, the option held by the Optionee at the time of the Change in Control shall be accelerated as described in paragraph (a) of this Section 10.

(c) The Company shall give written notice of any proposed transaction referred to in this Section 10 a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 10.

11. Withholding or Deduction for Taxes . If at any time specified herein for the making of any issuance or delivery of any Option or Shares to the Optionee or any beneficiary, any law or regulation of any governmental authority having jurisdiction in the premises shall require the Company to withhold, or to make any deduction for, any taxes or take any other action in connection with the issuance or delivery then to be made, such issuance or delivery shall be deferred until such withholding or deduction shall have been provided for by the Optionee or beneficiary, or other appropriate action shall have been taken.

12. No Right to Continued Service . Neither the Option nor this Agreement shall confer upon the Optionee any right to continued service with the Company.

13. Law Governing . This Agreement shall be governed in accordance with and governed by the internal laws of the State of Delaware without regard to conflicts of laws principles.

14. Interpretation . The Optionee accepts the Option subject to all of the terms and provisions of this Agreement. The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations of the Company upon any questions arising under this Agreement, unless shown to have been made in an arbitrary and capricious manner.

15. Notices . Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or three days after being deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Secretary at 4400 Biscayne Blvd., Suite 950, Miami, Florida 33137, or if the Company should move its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’s last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section 15.

Signatures Follow on Next Page

IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the date first set forth above.


	COMPANY: QUIKBYTE SOFTWARE, INC.
	By:	/s/
		Name:
		Title:

The Optionee represents that he has reviewed the provisions of this Option Agreement in its entirety, is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee further represents that he or she has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement.


	OPTIONEE:
	/s/
	Name: