Exhibit 10.3


 


CONFIDENTIAL


 


March 10, 2015


 


	Alliqua BioMedical, Inc.
	2150 Cabot Blvd. West
	Langhorne, PA 19047
	Attn:	Mr. Brian Posner
	 	Chief Financial Officer


 


ALLIQUA BIOMEDICAL, INC.

          Side Letter to Commitment Letter          


 


Dear Sirs:


 


Reference is hereby made
to that certain Commitment Letter dated as of February 2, 2015 (the “Commitment Letter”) by and between Alliqua
BioMedical, Inc. (the “Company”) and Perceptive Credit Opportunities Fund, LP (the “Lender”),
which provides the Lender’s commitment to offer financial arrangements to the Company in connection with the Transactions,
subject to the terms and conditions set forth therein. Capitalized terms used in this letter agreement (this “Agreement”)
and not otherwise defined herein shall have the meaning provided in the Commitment Letter.


 


The parties hereto agree
that the “Expiration Time” (as defined in the Commitment Letter) shall be extended to (and shall mean) 5:00
p.m., New York time, on May 31, 2015, unless the Company extends the Outside Date (as defined in the Acquisition Agreement) solely
due to delays resulting directly from comments from the United States Securities and Exchange Commission with respect to the Registration
Statement on Form S-4, in accordance with Section 9.01(d)(iii)(y) of the Acquisition Agreement, in which case the “Expiration
Time” (as defined in the Commitment Letter) shall, automatically, without any further action of the Lender or the Company,
be extended to (and shall mean) 5:00 p.m., New York time, on July 31, 2015. Except for the foregoing, the Commitment Letter shall
not be amended or otherwise modified in any respect and shall remain in full force and effect.


 


The Company, each of the
Company’s subsidiaries and the Lender will be entering into a Credit Agreement and Guaranty (the “Credit Agreement”),
which shall constitute the Credit Documentation referred to in the Commitment Letter. Once signed, the Credit Agreement will remain
in escrow, pursuant to the terms of this Agreement. The Company and the Lender agree to date and release the Credit Agreement from
escrow once all of the conditions precedent set forth in Section 5.1 of the Credit Agreement have been satisfied in accordance
with their terms prior to the Expiration Date. The Company and Lender will act jointly as escrow agent.


 


Each of the parties hereto
agrees that this Agreement constitutes a binding and enforceable agreement with respect to the subject matter contained herein.


 




    	 



    	 



    

 


EACH OF THE UNDERSIGNED
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COMMITMENT DOCUMENT, AND ANY OTHER COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE UNDERSIGNED PARTIES IN CONNECTION WITH THIS AGREEMENT
OR ANY COMMITMENT DOCUMENT.


 


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	 	Very truly yours,
	 	 
	 	PERCEPTIVE CREDIT OPPORTUNITIES FUND, LP
	 	 
	 	By: Perceptive Credit Opportunities GP, LLC
	 	 
	 	By:	 /s/ Joseph Edelman
	 	 	Name: Joseph Edelman	 
	 	 	Title: Managing Member	 


 


	Agreed to and Accepted	 
	this 10th day of March, 2015	 
	 	 
	ALLIQUA BIOMEDICAL, INC.	 
	 	 
	By: 	/s/ Brian Posner	 
	 	Name: Brian Posner	 
	 	Title: Chief Financial Officer	 


 




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