definiens: means the volume weighted average price per share of the Parent Stock on the Principal Trading Market ( as reported by Bloomberg L.P. ( or i ts successor ) or, if not available, by another auth oritative source mutually agreed by Seller and Buyer ) from 9 : 30 a.m. ( New York City time ) on November 19, 2019 t o 4:00 p.m. ( New York City time ) on January 2, 2020 . means the earliest date following January 2, 2020 on which the Parent Stock can be issued by Buyer to Seller pursuant to Section 3.2(a)(i ) takin g into account any actions that are required to be taken by Buyer 's transfer agent, American Stock Transfer & T rust Company, LLC, in connection with such issuance ( it being acknowledged and agreed by the Parties that t he Issuance Date shall occur on or before January 7, 2020 ) . means Seelos Therapeutics, Inc., a Nevada corpora tion . means the common stock, par value $ 0.001, of Pare nt . means the trading market on which the Parent Stoc k is primarily listed on and quoted for trading, which is currently The NASDAQ C apital Market . means a day on which the Principal Trading Market is open for trading . " 1.2 AMENDMENT TO SECTION 3.2(a)(i ) . Section 3.2 ( a)(i ) of the Purchase Agreement shall be deleted an d replaced to read in its entirety as follows : " ( i)(A ) by October 17, 2019, a payment of $ 750,000 in cash ; ( B ) on or before January 7, 2020, an additional payment of $ 750,000 in cash ; ( C ) on or b efore April 3, 2020, an additional payment of $ 1,000,000 in cash ; ( D ) on or before July 10, 2020, an additional payment of $ 1,000,000 in cash ; and ( E ) on the Issuance Date, $ 2,250,000 payable in Par ent Stock, calculated by dividing $ 2,250,000 by the 30 - Day VWAP ; provided that Buyer may elect, in its sole discretion, to pay Se ller cash ( in whole or in part ) in lieu of any Parent Stock contemplated unde r clause ( E ) above ; provided further that, as a condition to receiving any shares of Parent Stock p ursuant to clause ( E ) above, Seller shall execute a nd deliver to Parent a stock purchase agreement in the form attached hereto as Exhibit I ; provided further that, if ( 1 ) Parent Stock is suspended or is otherwise not being traded on the Principal Trading Market for any reason, in either case at the time Parent S tock is required to be issued pursuant to this Sect ion 3.2(a)(i ), ( 2 ) Buyer is unable to deliver shares of Parent Stock to Seller in accordance with this Sec tion 3.2(a)(i ), or ( 3 ) Buyer elects not to deliver Paren t Stock pursuant to the first proviso in clause ( E ) above, Buyer shall pay Seller cash in the above amount in lieu of issuing such Parent Stock . " 1.3 AMENDMENT TO SECTION 8.2 . Section 8.2 of the Purchase Agreement shall be deleted and replaced t o read in its entirety as follows : " 8.2 Commercialization . From and after the Closing, Buyer shall use Comme rcially Reasonable Efforts to seek U.S. Regulatory Approval and commer cialize the Product . In the event of a material breach by Buyer of Section 3.2(a)(i ) ( it being ackn owledged by Buyer that the failure to make any payment of cash or Parent Stock required by Section 3.2(a)(i ) in full on or prior to the applicable du e dates shall constitute a material breach of such Se ction ) that is not cured by Buyer within fifteen ( 1 5 ) days of the date of such material breach, Seller ma y, as its sole and exclusive remedy for such materi al breach of Section 3.2(a)(i ), elect ( by written noti ce to Buyer delivered to Buyer within thirty ( 30 ) d ays of the date of such material breach ) to require Buy er to return all Assets and any related regulatory approvals, Confidential Information, data, studies, drug product, intellectual property including, wit hout limitation, patents and patent applications ( the ), and Assumed Liabilities to Seller for no consideration other than Buyer 's acceptance of the Assumed Liabilities . In the event Seller mak es such election ( a ) Buyer shall, unless prohibited by law, rule or regulation, use Commercially Reasonable Efforts to take all action necessary or advisable ( including obtaining consents and approva ls as reasonably requested ) as soon as practicable to transfer the Reverted Assets and the Assumed Liabilities to Seller, ( b ) Seller shall, unless prohibited by law, rule or regulation, use Commercially Reasonable Efforts to take all action necessary or advisable ( including obtaining consents and approvals as reasonably requested ) as soon as practicable to accept the Reverted Assets a nd the Assumed Liabilities from Buyer and ( c ) immediately upon such election, this Agreement shal l terminate, except with respect to ( i ) this Sectio n 8.2 ( Commercialization ), ( ii ) Section 8.6 ( Confiden tiality ), and ( iii ) Article 10 ( Miscellaneous ) . In the event Seller requires Buyer to return the Reverted Assets and the Assumed Liabilities to Seller in accordance with this Section 8.2, and Buyer returns the Reverted Assets and the Assumed Liabilities to Seller in accordance with this Section 8.2, neither Party shall have any further obligations or liabil ities owing to the other Party under this Agreement . " 1.4 AMENDMENT TO EXHIBITS . The Purchase Agreemen t shall be amended to add Exhibit A attached hereto as Exhibit I to the Purchase Agreement