Exhibit 10.1


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement is entered into as of March 15, 2017, by and 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 of the Loan Agreement (as defined
below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender”
and collectively, the “Lenders”), and ACURA PHARMACEUTICALS, INC., a New York corporation with offices located
at 616 N. North Court, Suite 120, Palatine, Illinois and ACURA PHARMACEUTICAL TECHNOLOGIES, INC., an Indiana corporation with offices
locates at 16235 State Road 17, Culver, IN 46511 (individually and collectively, jointly and severally, “Grantor”).


 


RECITALS


 


A.           Lenders
agreed to make certain advances of money and to extend certain financial accommodations to Grantor (the “Loans”)
in the amounts and manner set forth in that certain Loan and Security Agreement by and among the Collateral Agent, Lenders and
Grantor dated as of December 27, 2013 (as the same may be, and may have been, amended, modified or supplemented from time to time,
the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). In accordance
with the terms of the Loan Agreement, Grantor is granting to Collateral Agent, for the ratable benefit of the Lenders, a security
interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations
of Grantor under the Loan Agreement.


 


B.           Grantor
has already granted to Collateral Agent, for the ratable benefit of the Lenders, a security interest in all of Grantor’s
right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral (other than
the Intellectual Property Collateral (as defined herein below)).


 


NOW, THEREFORE, for
good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security
for the prompt and complete payment when due of its obligations under the Loan Agreement, Grantor hereby represents, warrants,
covenants and agrees as follows:


 


AGREEMENT


 


To secure its obligations
under the Loan Agreement, effective as of the date hereof, Grantor hereby grants and pledges to Collateral Agent, for the ratable
benefit of the Lenders, a security interest in all of Grantor’s right, title and interest in, to and under its intellectual
property (all of which shall collectively be called the “Intellectual Property Collateral”), including, without
limitation, the following:


 


(a)          Any
and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing,
created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the
“Copyrights”);


 


(b)          Any
and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or
hereafter existing, created, acquired or held;


 





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for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 






     


     


    

 


(c)          Any
and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held;


 


(d)          All
patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set
forth on Exhibit B attached hereto (collectively, the “Patents”);


 


(e)          Any
trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections,
and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation
those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);


 


(f)          All
mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without
limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”);


 


(g)          Any
and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right,
but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified
above;


 


(h)          All
licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising
from such use to the extent permitted by such license or rights;


 


(i)          All
amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and


 


(j)          All
proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty
payable in respect of any of the foregoing.


 


Grantor hereby represents
and warrants that the Copyrights set forth on Exhibit A, the Patents set forth on Exhibit B and the Trademarks set
forth on Exhibit C include all Copyrights, Patents and Trademarks of Grantor and its Subsidiaries that are either registered,
or for which applications for registration or grant, as applicable, are pending, on the date hereof. Grantor hereby covenants to
provide prompt notice of (A) any material change in the composition of the Intellectual Property, and (B) any new the Copyrights,
Trademarks, Patents, or Mask Works of Grantor or any of its Subsidiaries that are either registered or for which an application
for registration or grant is filed.


 


This security interest
is granted in conjunction with the security interest granted to Collateral Agent, for the ratable benefit of the Lenders under
the Loan Agreement, and shall become effective upon the date hereof. The rights and remedies of Collateral Agent with respect to
the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and
those which are now or hereafter available to Collateral Agent as a matter of law or equity. Each right, power and remedy of Collateral
Agent provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in equity
shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise
by Collateral Agent of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement,
the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the
simultaneous or later exercise by any person, including Collateral Agent, of any or all other rights, powers or remedies.


 





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for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 






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Notwithstanding the
foregoing, the Liens granted by this Intellectual Property Security Agreement are subject to any and all existing licenses, rights
and remedies granted by Grantor on or prior to the date hereof in accordance with the provisions of the Loan Agreement, including
those set forth in Exhibit E, with respect to the Intellectual Property Collateral. Any Intellectual Property Collateral
Transferred in accordance with the provisions of the Loan Agreement shall be deemed to have been Transferred free of Collateral
Agent’s Lien (upon consummation of the applicable Transfer in accordance with the terms of the applicable agreement(s) between
the Grantor and the party(ies) to which such Transfer is made); provided, however, the proceeds of such Intellectual Property Collateral
shall be, and for all purposes shall be deemed to be, automatically included in the Collateral and subject to the Lien and first
priority perfected security interest of Collateral Agent.


 


[Signature page follows.]


 





*****Confidential treatment requested pursuant to a request
for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 




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IN WITNESS WHEREOF,
the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.


 


	 	GRANTOR:
	 	 
	Address of Grantor:	ACURA PHARMACEUTICALS, INC.


 


616 N. North Court, Suite 120, Palatine,
Illinois 


	Attn: Chief Financial Officer	 	By:	/s/ Robert B. Jones
	 	 	 	 
	 	 	Title:	President & CEO


 


	 	GRANTOR:
	 	 
	Address of Grantor:	ACURA PHARMACEUTICAL TECHNOLOGIES, INC.


 


16235 State Road 17, Culver, IN 46511 


	Attn: Chief Financial Officer	 	By:	/s/ Robert B. Jones
	 	 	 	 
	 	 	Title:	President


 


	 	LENDER AND COLLATERAL AGENT:
	 	 
	Address of Lender:	OXFORD FINANCE LLC, AS COLLATERAL AGENT AND AS LENDER


 


	133 North Fairfax Street	 	By:	/s/ Mark Davis
	Alexandria, Virginia 22314	 	 	 
	Attn: Legal Department	 	Title:	Vice President – Finance, Secretary & Treasurer


 





*****Confidential treatment requested pursuant to a request
for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 




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EXHIBIT A


 


Copyrights


  


	Description	 	
        Registration/

        Application

        Number
	 	
        Registration/

        Application

        Date

	 	 	 	 	 
	None	 	 	 	 


 





*****Confidential treatment requested pursuant to a request
for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 




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EXHIBIT B


 


Patents


  


	Description	 	
        Registration/

        Application

        Number
	 	
        Registration/

        Application

        Date

	Methods and compositions for deterring abuse of opioid containing dosage forms	 	
        US 7,201,920

        US 7,476,402

        US 7,510,726

        US 7,981,439

        US 8,409,616

        US 8,822,489

        US 8,637,540

        US 9,492,443

        AU 2004294953

        AU 2010200979

        CA 2,547,334

        IL 175863

        IL 221018

        

        

        [*****]

        AU 2010200979

        AU 2013206525

        EP 04812083.6

        EP 11158284.7

        HK 12106471.1
	 	
        4/10/2007

        1/13/2009

        3/31/2009

        7/19/2011

        4/2/2013

        7/24/2014

        1/28/2014

        11/15/2016

        4/1/2010

        11/23/2004

        8/10/2010

        11/23/2004

        11/23/2004

        

        

        [******]

        3/15/2010

        11/23/2004

        11/23/2004

        11/23/2011

        11/23/2004

	Process to manufacture oxycodone	 	US 6,864,370	 	3/8/2005
	Process for manufacturing thebaine	 	US 6,790,959	 	9/14/2004
	Process for manufacturing codeine	 	US 6,972,332	 	12/6/2005
	Process for manufacturing codeine	 	US 6,949,645	 	9/27/2005
	Process for preparing dihydrocodeine from codeine	 	US 6,887,999	 	5/3/2005
	Preparation of opioid analgesics by a one-pot process	 	US 6,946,556	 	9/20/2005
	Preparation of oxycodone	 	US 7,071,336	 	7/4/2006
	Preparation of a 4,5-epoxymorphinan	 	US 7,348,430	 	3/25/2008
	Methods and compositions for deterring abuse	 	
        US 8,901,113

        AU 2010300641

        CA 2,775,890

        EP 2,488,029

        HK 13102020.5

        IL 218533

        

        

        US 14/552,067

        [*****]

        CA 2,775,890

        AU 2016204065

        EP 16161681.8

        HK 13102020.5

        IL 245734
	 	
        12/2/[2014]

        6/3/2016

        6/21/2016

        3/23/2016

        10/14/2016

        9/29/2016

        

        

        11/24/2014

        [******]

        9/29/2010

        9/29/2010

        9/29/2010

        9/29/2010

        9/29/2010

	Methods and compositions for self-regulated release of active pharmaceutical ingredient	 	
        US 9,101,636

        US 9,320,796

        CA 2,892,908

        JP 5,922,851

        

        

        [*****]

        WO PCT/US13/72249

        RU 2015124694
	 	8/11/2015

4/26/2016

4/12/2016

4/22/2016



[*****]

11/27/2013

6/23/2015
	Methods and Compositions for Deterring Abuse	 	US 14/322,596

CA 2,916,973

AU 2014284333

EP 14820721.0

IL 242880

CH 201480037082.5

NZ 716482	 	7/2/2014

7/2/2014

7/2/2014

7/2/2014

7/2/2014

7/2/2014

7/2/2014
	Methods and compositions for interfering with extraction or conversion of a drug susceptible to abuse	 	US 14/734,364

CA 2,951,563

AU 2015274936

EP 15807096.1

CH 201580030318.7	 	6/9/2015

6/9/2015

6/9/2015

6/9/2015

6/9/2015
	*****	 	[*****]	 	[*****]
	*****	 	[*****]	 	[*****]
	Pharmaceutical Compositions for Deterring Misuse, Abuse, and Diversion	 	WO PCT/US2010/061331	 	12/20/2010


 





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for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 




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EXHIBIT C


 


Trademarks


  


	Description	 	
        Registration/

        Application

        Number
	 	
        Registration/

        Application

        Date

	 	 	 	 	 
	US- ACURA PHARMACEUTICALS	 	3114970	 	7/11/2006
	 	 	 	 	 
	US- OXAYDO	 	4847742	 	11/3/2015
	 	 	 	 	 
	US- NEXAFED	 	4151083	 	4/24/2012
	 	 	 	 	 
	US- IMPEDE	 	4289295	 	2/12/2013
	 	 	 	 	 
	US- AVERSION	 	3059542	 	2/14/2006
	 	 	 	 	 
	MEX- ACURACET	 	1087322	 	2/26/2009
	 	 	 	 	 
	MEX- IMPEDE	 	1130279	 	11/13/2009
	 	 	 	 	 
	MEX- ACUROX	 	1070309	 	11/4/2008
	 	 	 	 	 
	MEX- AVERSION	 	1182320

1087323	 	9/30/2010

2/26/2009
	 	 	 	 	 
	MEX- VYCAVERT	 	1109785	 	7/9/2009
	 	 	 	 	 
	CAN- OXAYDO	 	1724857	 	5/23/2016
	 	 	 	 	 
	CAN- AVERSION	 	832700	 	9/25/2012
	 	 	 	 	 
	CAN- ACUROX	 	757997	 	2/17/2010
	 	 	 	 	 
	CAN- VYCAVERT	 	825294	 	6/1/2012
	 	 	 	 	 
	EU- OXAYDO	 	13955935	 	8/19/2015


 





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EXHIBIT D


 


Mask Works


  


	Description	 	
        Registration/

        Application

        Number
	 	
        Registration/

        Application

        Date

	 	 	 	 	 
	None	 	 	 	 


 





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for confidential treatment filed with the Securities and Exchange Commission; omitted portions have been separately filed with
the Commission.




 




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EXHIBIT E


 


Agreements potentially transferring Intellectual
Property Collateral


 


	1.	License, Commercialization and Option Agreement dated on or about March 15, 2017 between Mainpointe Pharmaceuticals, LLC and Acura Pharmaceuticals, Inc. (“Acura”).
	 	 
	2.	Collaboration and License Agreement entered into as of January 7, 2015 between Acura, Egalet US, Inc., Egalet Limited and with respect to Section 17.21, Egalet Corporation.
	 	 
	3.	License and Development Agreement dated as of June 5, 2015 between the Registrant and Bayer HealthCare LLC.
	 	 
	4.	License Agreement dated as of October 13, 2016 between Acura and Kempharm Inc.
	 	 
	5.	License and Settlement Agreement dated September 27, 2013 between Acura and Impax Laboratories, Inc.
	 	 
	6.	License Agreement dated September 27, 2013 between Acura and Par Pharmaceutical, Inc. 
	 	 
	7.	License and Settlement Agreement dated May 20, 2014 between Acura and Sandoz, Inc.
	 	 
	8.	Settlement and Patent license Agreement between Highland Pharmaceutical LLC and Acura dated as August 1, 2014


 





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