0001204459-12-001205 Sample Contracts

CO-PROMOTION AGREEMENT
Co-Promotion Agreement • May 18th, 2012 • PediatRx Inc. • Pharmaceutical preparations • California

This CO-PROMOTION AGREEMENT (this “Agreement”) is made as of February 21st, 2012 (the “Effective Date”), by and between Apricus Biosciences, Inc., a Nevada corporation (“Apricus”), and PediatRx Inc., a Nevada corporation (“PediatRx”). Each of Apricus and PediatRx is referred to herein individually as a “party” and collectively as the “parties.”

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 18th, 2012 • PediatRx Inc. • Pharmaceutical preparations • California

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 21stday of February, 2012 (the “Effective Date”), by and between Apricus Biosciences, Inc., a Nevada corporation with its principal address at 11975 El Camino Real, Suite 300, San Diego, CA 92130 (“Buyer”), and PediatRx Inc., a Nevada corporation with its principal address at 405 Trimmer Road, Suite 200, Califon, NJ 07830 (“Seller”).

PROMISSORY NOTE AMENDMENT
Promissory Note Amendment • May 18th, 2012 • PediatRx Inc. • Pharmaceutical preparations

This Promissory Note Amendment (this “Amendment”) is made and entered into as of the 19 day of April, 2011 (the “Amendment Date”), by and between Trels Investments, Ltd. with principal offices located at 17 Gr. Xenopoulou Street, PO Box 54425, 3724 Limassol, Cypress (“Noteholder”) and PediatRx, Inc., with principal offices located at 90 Fairmount Road West, Califon, NJ, 07830 USA (“Company”).

PROMISSORY NOTE AMENDMENT
Promissory Note Amendment • May 18th, 2012 • PediatRx Inc. • Pharmaceutical preparations

This Promissory Note Amendment (this “Amendment”) is made and entered into as of the 19 day of April, 2011 (the “Amendment Date”), by and between Trels Investments, Ltd. with principal offices located at 17 Gr. Xenopoulou Street, PO Box 54425, 3724 Limassol, Cypress (“Noteholder”) and PediatRx, Inc., with principal offices located at 90 Fairmount Road West, Califon, NJ, 07830 USA (“Company”).

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