0001144204-10-017441 Sample Contracts

7% CONVERTIBLE NOTE DUE DECEMBER 31, 2012 OF NEXMED, INC.
Nexmed Inc • March 31st, 2010 • Pharmaceutical preparations • New York

This Note (“Note”) is one of a duly authorized issue of Notes of NEXMED, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 7% Convertible Notes Due December 31, 2012 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed (U.S. $4,000,000.00 (the “Notes”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2010 • Nexmed Inc • Pharmaceutical preparations • California

This EMPLOYMENT AGREEMENT, dated December 14, 2009 (the “Agreement”), is made and entered into by and between NexMed, Inc., a Nevada corporation (the “Company”), and Bassam Damaj, Ph.D. (the “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2010 • Nexmed Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 15th day of March, 2010 by and between NexMed, Inc., a Nevada corporation (the “Company”), and the “Purchasers” named in that Purchase Agreement of even date herewith by and between the Company and the Purchasers (the “Purchase Agreement”).

PURCHASE AGREEMENT
Purchase Agreement • March 31st, 2010 • Nexmed Inc • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 15th day of March, 2010 by and among NEXMED, INC., a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).

NEXMED, INC. SUBSCRIPTION AGREEMENT AND INSTRUCTIONS
Subscription Agreement • March 31st, 2010 • Nexmed Inc • Pharmaceutical preparations • California

NO PERSON WILL BE ACCEPTED AS A PURCHASER PRIOR TO A CLOSING OF THE OFFERING. NEXMED, INC. (THE “COMPANY”) RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOT ANY PROSPECTIVE PURCHASER LESS THAN THE AMOUNT SUBSCRIBED FOR BY SUCH PROSPECTIVE PURCHASER. ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MAY NOT BE RELIED UPON.

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