ContractWarrant Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 17, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and APRICUS BIOSCIENCES, INC., a Nevada corporation, NEXMED (U.S.A.), INC., a Delaware corporation, NEXMED HOLDINGS, INC., a Delaware corporation and APRICUS PHARMACEUTICALS USA, INC., a Delaware corporation, each with offices located at 11975 El Camino Real, Suite 300, San Diego,
APRICUS BIOSCIENCES, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
THIS STOCK ISSUANCE AGREEMENT (“Agreement”) is made as of October 17, 2014 by and between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), Forendo Pharma Ltd., a company organized under the laws of Finland (the “Forendo”), and Birch & Lake Partners LLC, a Pennsylvania limited liability company (“B&L”). Forendo and B&L are sometimes referred to in this Agreement individually as a “Purchaser” and collectively as the “Purchasers”. Any capitalized terms not defined in this Agreement shall have the meanings given to them in the License Agreement (as defined herein).
LICENSE AGREEMENT by and between FORENDO PHARMA LTD. and NEXMED (U.S.A.), INC., a wholly owned subsidiary of APRICUS BIOSCIENCES, INC. October 17, 2014License Agreement • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) dated the 17th day of October 2014 (the “Effective Date”) is by and between Forendo Pharma Ltd., a company organized under the laws of Finland (“Forendo”) and NexMed (U.S.A.), Inc., a Delaware corporation, with its principal place of business at 11975 El Camino Real, Suite 300, San Diego, CA 92130, United States of America (“Licensee”) and, for purposes of Sections 12.1, 12.2, 12.5, 12.13, 12.17 and 12.18 only, Apricus Biosciences, Inc., a Nevada corporation, with its principal place of business at 11975 El Camino Real, Suite 300, San Diego, CA 92130, United States of America (“Guarantor”). Forendo and Licensee (and, solely with respect to references in Sections 12.1, 12.2, 12.5, 12.13, 12.17 and 12.18 only, Guarantor) may each be referred to herein individually as a “Party” and collectively as the “Parties”.
COMMON STOCK PURCHASE WARRANT APRICUS BIOSCIENCES, INC.Common Stock Purchase Warrant • October 20th, 2014 • Apricus Biosciences, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (together with its successors, assigns and transferees, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to 11:59 PM on December 31, 2015 (the “Termination Date”) but not thereafter, to subscribe for and purchase from APRICUS BIOSCIENCES, Inc., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
