INDEMNITY AGREEMENTIndemnity Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”) dated as of July 8, 2016, is made by and between Seelos Therapeutics, Inc., a Delaware corporation (the “Company”), and Raj Mehra (“Indemnitee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • Nevada
THIS INDEMNIFICATION AGREEMENT is made and entered into as of August __, 2012, by and between Apricus Biosciences, Inc., a Nevada corporation (the “Company”) and __________ (“Indemnitee”), as an “Agent” (as hereinafter defined) of the Company.
LICENSE AGREEMENTLicense Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is dated as of September 21, 2016 (the “Effective Date”) by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), Neurogen Corporation, a Delaware corporation (“Neurogen”) and CyDex Pharmaceuticals, Inc., a Delaware corporation (“CyDex”), and Seelos Therapeutics, Inc., a Delaware corporation (“Seelos”). It is understood that Neurogen and CyDex are wholly-owned subsidiaries of Ligand; that the technology being licensed hereunder toward Aplindore Licensed Products and H3 Receptor Licensed Products is owned or in-licensed by Neurogen (it being possible that some components of the Aplindore Program and/or the H3 Receptor Program are instead owned by Ligand) and that the technology being licensed hereunder toward CEA Licensed Products is owned or in-licensed by CyDex (it being possible that some components of the CEA Program are instead owned by Ligand). Ligand, Neurogen and CyDex are referred to collectively herein as “Li
SEELOS THERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
This Note is one out of a contemplated group of convertible promissory notes [that may][to] be issued by the Company from time to time (collectively, the “Notes”) pursuant to the terms of that certain Convertible Note Purchase Agreement by and among the Company and Lenders (the “Agreement”). Capitalized terms used and not otherwise defined herein are intended to have the meanings given to them in the Agreement.
CONFIDENTIALFinancial Advisory Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) will confirm our understanding of the terms and conditions under which Canaccord Genuity LLC (together with its affiliates, control persons, directors, officers, employees, and agents, “Canaccord Genuity”) is engaged by Apricus Biosciences, Inc. a Nevada corporation (together with its subsidiaries, the “Company”) as its financial advisor with respect to various financial and strategic matters, including consummating one or several possible business combinations constituting a Change in Control (as defined below), through purchase, sale, merger, joint venture or otherwise and whether in one or more transactions, through the purchase of an organization’s equity, debt securities or assets, or by means of a merger, consolidation, reorganization, spin-off, tender offer, exchange offer, purchase, licensing arrangement, strategic alliance, or any other transaction of a like nature, regardless of form (a “Transaction”) with another organization. The Comp
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 6, 2018, by and between Vyera Pharmaceuticals AG f/k/a Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland (“Seller”), and Seelos Therapeutics, Inc., a Delaware corporation (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”
Seelos Therapeutics, Inc. Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Option Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Seelos Therapeutics, Inc. (the “Company”) has granted you an option under the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the respective dates set forth on the signature pages hereto by and among Seelos Therapeutics, Inc., Inc., a Delaware corporation (the “Company”), and the parties (each, individually, a “Lender,” and, collectively, the “Lenders”) listed on the Schedule of Lenders attached to this Agreement as EXHIBIT A (the “Schedule of Lenders”).
Amendment to Asset Purchase AgreementAsset Purchase Agreement • August 31st, 2018 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
This Amendment (this “Amendment”) to the Asset Purchase Agreement, dated as of March 6, 2018 (the “Purchase Agreement”), by and between Vyera Pharmaceuticals AG f/k/a Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland (“Seller”), and Seelos Therapeutics, Inc., a Delaware corporation (“Buyer”), is made as of May 18, 2018, by and between Buyer and Seller. Capitalized terms used but not otherwise defined herein shall have the meanings attributed to such terms in the Purchase Agreement.
