0001437749-15-019387 Sample Contracts

SUBSEQUENT PURCHASE AND SALE AGREEMENT between ARPI LLC, as Seller, and PDL BIOPHARMA, INC., as Purchaser Dated as of September 18, 2015
Subsequent Purchase and Sale Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This SUBSEQUENT PURCHASE AND SALE AGREEMENT (this “SPSA”), dated as of September 18, 2015, is entered into between ARPI LLC, a Delaware limited liability company (the “Seller”), and PDL BioPharma, Inc., a Delaware corporation (the “Purchaser”).

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PURCHASE AND SALE AGREEMENT between ACELRX PHARMACEUTICALS, INC., as Seller, and ARPI LLC, as Purchaser Dated as of September 18, 2015
Purchase and Sale Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations • New York

This PURCHASE AND SALE AGREEMENT (this “PSA”), dated as of September 18, 2015, is entered into between AcelRx Pharmaceuticals, Inc., a Delaware corporation (“AcelRx” or the “Seller”), and ARPI LLC, a Delaware limited liability company (the “Purchaser”).

WARRANT MODIFICATION AGREEMENT
Warrant Modification Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

This Warrant Modification Agreement is entered into as of September 17 2015, between Hercules Technology Growth Capital, Inc. (the “Warrantholder”) and AcelRx Pharmaceuticals, Inc. (the “Company”).

First Amendment to the Manufacture and Supply Agreement dated December 16, 2013
Manufacture and Supply Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

This First Amendment to Manufacture and Supply Agreement (this “Amendment”) entered into as of 17 July, 2015 (the “Effective Date”) between AcelRx Pharmaceuticals, Inc., a company organized under the laws of the State of Delaware, United States (“AcelRx”), and having a principal place of business at 351 Galveston Drive, Redwood City, CA 94063, United States, and Grünenthal GmbH, a company organized under the laws of Germany (“Grünenthal”), having its registered office at Zieglerstrasse 6, 52078 Aachen, Germany.

CONSENT AND AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

This Consent And Amendment No. 2 to Amended and Restated Loan and Security Agreement (this “Amendment”) is dated as of September 17, 2015 (the “Second Amendment Date”) and is entered into by and among ACELRX PHARMACEUTICALS, INC. (“AcelRx”), a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership, and HERCULES CAPITAL FUNDING TRUST 2014-1, a statutory trust created under the laws of Delaware (collectively, “Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

WARRANT MODIFICATION AGREEMENT
Warrant Modification Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

This Warrant Modification Agreement is entered into as of September 17 2015, between Hercules Technology II, L.P. (the “Warrantholder”) and AcelRx Pharmaceuticals, Inc. (the “Company”).

First Amendment to the Collaboration and License Agreement
Collaboration and License Agreement • November 3rd, 2015 • Acelrx Pharmaceuticals Inc • Pharmaceutical preparations

This First Amendment to the Collaboration and License Agreement (this “Amendment”) entered into between AcelRx Pharmaceuticals, Inc., a company organized under the laws of the State of Delaware, United States (“AcelRx”), and having a principal place of business at 351 Galveston Drive, Redwood City, CA 94063, United States, and Grünenthal GmbH, a company organized under the laws of Germany (“Grünenthal”), having its registered office at Zieglerstrasse 6, 52078 Aachen, Germany effective as of 17th July 2015 (the “Amendment Effective Date”).

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