PediatRx Inc.: Exhibit 10.1  - Filed by newsfilecorp.com






TERMINATION AGREEMENT

     This TERMINATION AGREEMENT
(“Termination Agreement”) is entered into as of June 27, 2012, by
and between Apricus Biosciences, Inc., a Nevada corporation
(“Apricus”) and PediatRx Inc., a Nevada corporation
(“PediatRx”).

     WHEREAS, Apricus and PediatRx
(each a “Party” and together the “Parties”) entered
into a term sheet dated January 26, 2012 (the “Term Sheet”) and a
letter agreement dated February 21, 2012 (the “Letter Agreement”),
pursuant to which the Parties contemplated a potential merger transaction
whereby Apricus would acquire PediatRx (the “Merger”);

     WHEREAS, as of June 1, 2012,
Apricus and PediatRx have mutually agreed to terminate discussions regarding the
Merger and thus no longer desire to effect the Merger;

     THEREFORE, in consideration of
the mutual terms and covenants contained herein and in satisfaction of certain
obligations set forth in the Term Sheet and the Letter Agreement, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Apricus and PediatRx agree as follows:

     1. Mutual Termination of the
Merger. The Parties hereby acknowledge that they have formally terminated
discussions regarding the Merger pursuant to Section 19(a) of the Term Sheet.


     2. Break-up Fee. Apricus
shall issue and deliver to PediatRx 373,134 shares (the “Shares”)
of Common Stock, par value $0.001 per share (“Common Stock”) in
full satisfaction of Apricus’s obligation to pay PediatRx $1,000,000 in Common
Stock in the event that the Merger is not consummated on or before June 1, 2012,
such payment to be made pursuant to Section 20 of the Term Sheet and as set
forth in the Letter Agreement (the “Payment Obligations”). The
Parties acknowledge that the Payment Obligations represent additional
consideration to be paid by Apricus under each of the Asset Purchase Agreement
and Co-Promotion Agreement between the Parties (each as defined below).

     3. Representations and
Warranties of PediatRx. PediatRx represents and warrants to Apricus that the
statements contained in this Section 3 are true and correct as of the date
hereof and will be true and correct as of the date of issuance of the
Shares:

(a) Organization. PediatRx
represents that it is an entity duly formed, validly existing and in good
standing under the laws of the jurisdiction of its organization, has not been
organized, reorganized or recapitalized specifically for the purpose of
investing in Apricus and has all corporate power and authority to enter into
this Termination Agreement and to consummate the transactions contemplated
hereby and thereby.

(b) Validity. The execution,
delivery and performance of this Termination Agreement, and the consummation by
PediatRx of the transactions contemplated hereby, have been duly authorized by
all necessary corporate actions on the part of PediatRx. This Termination
Agreement has been duly executed and delivered by PediatRx and constitutes a valid and
binding obligation of PediatRx, enforceable against it in accordance with its
terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and any other laws of general application
affecting enforcement of creditors’ rights generally, and as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies.

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(c) Investment Representations and
Warranties. PediatRx understands and agrees that (i) the offering and sale
of the Shares has not been registered under the Securities Act of 1933, as
amended, and the applicable rules and regulations thereunder (the
“Securities Act”) and, therefore, cannot be resold unless they are
registered under the Securities Act or unless an exemption from registration is
available; and (ii) the issuance of the Shares is being made in reliance on
federal and state exemptions for transactions not involving a public offering,
which depend upon, among other things, the bona fide nature of the investment
intent and the accuracy of PediatRx’s representations as expressed herein.

(d) Restricted Securities.

      (i)
PediatRx understands that the Shares will be characterized as “restricted
securities” under the federal securities laws inasmuch as they are being
acquired from Apricus in a private placement under Section 4(2) of the
Securities Act and that under such laws and applicable regulations the Shares
may be resold without registration under the Securities Act only in certain
limited circumstances. PediatRx further agrees that any certificates
representing the Shares (each, a “Certificate”) shall bear a
restrictive legend in substantially the following form (the “Restrictive
Legend”):

THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.

     (ii)
PediatRx acknowledges that the Shares must be held indefinitely unless
subsequently registered under the Securities Act and under applicable state
securities laws or an exemption from such registration is available. PediatRx
understands that Apricus is under no obligation to register the resale of the
Shares, except as provided herein.

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     (iii)
PediatRx is aware of the provisions of Rule 144 under the Securities Act
(“Rule 144”), which permit limited resale of securities purchased
in a private placement.

(e) Acquisition for Own Account.
The Shares to be acquired by PediatRx pursuant to this Termination Agreement are
being acquired for its own account and without a view to the public distribution
of such Shares or any interest therein other than as permitted under applicable
law.

(f) Ability to Protect its Own
Interests and Bear Economic Risks. PediatRx has sufficient knowledge and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of its investment in the Shares and PediatRx is capable of
bearing the economic risks of such investment, including a complete loss of its
investment in the Shares.

(g) Access to Information.
PediatRx has been furnished with and carefully read a copy of this Termination
Agreement and has been given the opportunity to ask questions of, and receive
answers from, Apricus concerning the terms and conditions of the Shares and
other related matters. PediatRx further represents and warrants to Apricus that
Apricus has made available to PediatRx or its agents all documents and
information relating to an investment in the Shares requested by or on behalf of
PediatRx.

     4. Representations and
Warranties of Apricus. Apricus represents and warrants to PediatRx that the
statements contained in this Section 4 are true and correct as of the date
hereof and will be true and correct as of the date of issuance of the
Shares:

(a) Organization. Apricus
represents that it is an entity duly formed, validly existing and in good
standing under the laws of the jurisdiction of its organization and has all
corporate power and authority to enter into this Termination Agreement and to
consummate the transactions contemplated hereby and thereby.

(b) Validity. The execution,
delivery and performance of this Termination Agreement, and the consummation by
PediatRx of the transactions contemplated hereby, have been duly authorized by
all necessary corporate actions on the part of Apricus. This Termination
Agreement has been duly executed and delivered by Apricus and constitutes a
valid and binding obligation of Apricus, enforceable against it in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and any other laws of general
application affecting enforcement of creditors’ rights generally, and as limited
by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies.

(c) Valid Issuance of Shares.
The Shares, when issued and delivered in accordance with the terms of this
Termination Agreement, will be duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock in the capital of Apricus and free of
restrictions on transfer other than restrictions on transfer imposed by law or
this Termination Agreement. Based in part on the accuracy of the representations
of PediatRx in Section 3 of this Termination Agreement and subject to filings
pursuant to applicable state securities laws, the offer, sale and issuance of
the Shares to be issued pursuant to and in conformity with the terms of this
Termination Agreement will be issued in compliance with all applicable federal
and state securities laws.

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(d) Confidential Information.
Apricus confirms that it has destroyed all Information (defined in the
confidentiality agreement (the “Confidentiality Agreement”) dated
November 18, 2011 between Apricus and PediatRx) provided by PediatRx to Apricus
in connection with the Merger (the “Merger Confidential Information”) and
all copies thereof, including, without limitation, any and all documents that
may contain abstracts, excerpts or other portions of the Merger Confidential
Information in accordance with Section 7 of the Confidentiality Agreement,
provided, however, Apricus may retain all Information that relates to the
Co-Promotion Agreement, Asset Purchase Agreement and the Bi-Coastal Co-Promotion
Agreement (each as defined below).

     5. Form S-3
Registration. In the event that Apricus proposes to file a
registration statement on Form S-3 (or any successor form) registering for
resale (a “Resale S-3”) by a third party shares of Common Stock,
Apricus will, at least ten business days prior to the filing of the Resale S-3,
give written notice of the proposed filing to PediatRx. Within five business
days following the delivery of a notice of the proposed filing of a Resale S-3,
PediatRx may elect to have Apricus also register the resale of part or all of
the Shares in the Resale S-3. If Apricus has not filed a Resale S-3 registering
shares of Common Stock for resale by a third party by July 31, 2012, Apricus
shall file a Resale S-3 for the Shares by no later than such date. Upon filing
any such Resale S-3, Apricus will use commercially reasonable efforts to have
the registration statement declared effective and to maintain the effectiveness
of the registration statement. The foregoing notwithstanding, after the
Expiration Date (defined below), Apricus shall have no obligations under this
Section 5 to include any portion of the Shares in a Resale S-3 or to maintain
the effectiveness of any Resale S-3 registering any portion of the Shares for
resale. For purposes of this Section 5, the “Expiration Date” shall mean the
date on which the Shares then held by PediatRx may be sold without volume
limitations under Rule 144; for the avoidance of doubt, the Expiration Date
shall not be calculated with reference to the volume limits set forth below in
Section 7 of this Termination Agreement.

     6. Removal of
Legend.

     (a) Resale S-3.
Certificates evidencing Shares shall not be required to contain the legend set
forth in Section 3(d) of this Termination Agreement if a Resale S-3 covering the
resale of such Shares under the Securities Act is and remains effective,
provided that PediatRx covenants that it shall only sell pursuant to the
prospectus contained in the Resale S-3. 

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     (b) Rule 144. For the
purpose of removing the legend set forth in Section 3(d) pursuant to Rule 144,
Apricus agrees that June 1, 2012 was the time of the sale of the Shares by
Apricus to PediatRx. Provided that PediatRx is not then an "affiliate" of
Apricus, the Certificates shall not be required to contain the legend set forth
in Section 3(d) of this Termination Agreement if PediatRx gives written notice
to Apricus notifying Apricus of its intention to sell such Shares in compliance
with Rule 144. If PediatRx proposes to sell such Shares relying on Rule 144,
Apricus may require PediatRx to provide to Apricus an opinion of counsel
selected by PediatRx and reasonably acceptable to Apricus (at the expense of
PediatRx), the form and substance of which will be reasonably satisfactory to
Apricus, to the effect that such sale does not require registration under the
Securities Act. 

     (c) Removal Procedure.
Following (1) the effectiveness of the Resale S-3 contemplated in Section (6)(a)
of this Termination Agreement or (2) the later of (i) the receipt by Apricus of
the notice from PediatRx contemplated in Section 6(b) of this Termination
Agreement and (ii) the receipt by Apricus of the opinion of counsel of PediatRx
contemplated in Section 6(b) of this Termination Agreement, if required, Apricus
shall, following the delivery by PediatRx to Apricus or Apricus’s transfer agent
of a legended certificate representing such Shares, use commercially reasonable
efforts to promptly deliver or cause to be delivered to PediatRx a certificate
representing such Shares that is free of the Restrictive Legend. Apricus may not
make any notation on its records or give instructions to any transfer agent of
Apricus that enlarge the restrictions on transfer set forth in Section 3(d) of
this Termination Agreement.

     7. Selling
Restrictions. At such time as the Shares become eligible for resale
pursuant to a valid and effective registration statement or pursuant to an
exemption from the registration requirements of the Securities Act, including
Rule 144, PediatRx, on behalf of itself, its successors, assigns and
transferees, covenants and agrees that, if it proposes to sell any of the Shares
on a public market or quotation service, it shall only be permitted to sell on
any given Trading Day (defined below), such number of Shares as does not exceed
five percent (5%) of the average daily volume of the Common Stock traded in the
previous five (5) Trading Days, as determined on the Principal Exchange. In
addition, PediatRx may not sell or transfer any Shares during the first half
hour or the last half hour of any Trading Day. PediatRx shall provide written
e-mail notice to Apricus on each day it sells any Shares, stating the number of
Shares sold that day. PediatRx may sell or transfer any of the Shares in a
private transaction not effected on the Principal Exchange (defined below)
without complying with the restrictions provided in this Section 7, provided
that the purchaser agrees to be bound by this Section 7. Notwithstanding the
foregoing, in the event that any of the Shares are sold or otherwise transferred
in a private transaction not effected on the Principal Exchange, then the
applicable volume limit under this Section 7 shall thereafter be ratably divided
among the holders of the Shares after such sale or transfer such that the
aggregate sales limit remains fixed at five percent among all holders of the
Shares, and the parties to such sale or transfer shall notify Apricus in writing
of the agreed upon allocation, which agreement shall be binding on the parties
to the transfer. The foregoing volume limit shall no longer apply with respect
to any particular Share following the initial sale of such Share on the
Principal Exchange. For purposes of this Section 7, “Principal Exchange” shall
mean the NASDAQ Capital Market or other public market or quotation service on
which the Common Stock is then listed or traded. For purposes of this Section 7,
“Trading Day” shall mean any day on which the Common Stock is listed for trading
on the Principal Exchange. 

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     8. Mutual Release. Each
Party hereby irrevocably waives, releases and discharges, on behalf of itself,
its affiliates, shareholders, officers, directors, employees and
representatives, the other Party from any and all liabilities and obligations to
such other Party of any kind or nature whatsoever (including, without
limitation, in respect of rights of contribution or indemnification), in each
case whether absolute or contingent, liquidated or unliquidated, and whether
arising under any agreement or understanding, or the articles of incorporation,
bylaws, or other constitutive documents of the Parties or otherwise at law or
equity. The foregoing waiver, release and discharge shall not apply, however, in
respect of any liability or obligation arising under (i) that certain Asset
Purchase Agreement, dated February 21, 2012, by and between Apricus and PediatRx
(the “Asset Purchase Agreement”); (ii) that certain Co-Promotion
Agreement, dated February 21, 2012, by and among Apricus and PediatRx (the
“Co-Promotion Agreement”); (iii) that certain Assignment (the
“Assignment”) of rights from PediatRx to Apricus relating to the
Bi-Coastal Pharmaceutical Corp. (“Bi-Coastal”) Co-Promotion
Agreement (the “Bi-Coastal Co-Promotion Agreement”), dated
February 21, 2012 by and between PediatRx, Apricus and Bi-Coastal; (iv) the
Confidentiality Agreement; or (v) this Termination Agreement.

     9. Entire Agreement. This
Termination Agreement constitutes the entire agreement and understanding of the
Parties with respect to the Merger and the Payment Obligations, and supersedes
any and all prior or contemporaneous agreements and understandings, whether oral
or written, between the Parties with respect to the matters set forth herein. No
provision of this Termination Agreement may be amended, modified or waived,
except in writing signed by each of the Parties.

     10. Successors. This
Termination Agreement shall be binding upon and inure to the benefit of each of
the Parties and their respective successors, legal representatives and
assigns.

     11. Counterparts. This
Termination Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document.

     12. Governing Law; Dispute
Resolution. This Termination Agreement shall be interpreted under California
law, excluding conflict-of-law principles. Any dispute arising under or relating
to this Termination Agreement shall be resolved in a court of competent
jurisdiction located in the City and County of San Diego, California. The
prevailing party in any such dispute shall be entitled to be awarded its fees
and expenses, including reasonable attorneys’ fees.

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follow]

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     IN WITNESS WHEREOF, the Parties
have executed this Termination Agreement as of the date first set forth
above.

	 	APRICUS BIOSCIENCES, INC.
  
	 	  	  
	 	  	  
	 	By: 	/s/
      Bassam Damaj 
	 	Name: 	Bassam Damaj, Ph.D. 
	 	Title: President and Chief Executive
      Officer 
	 	  	  
	 	  	  
	 	  	  
	 	PEDIATRX INC. 
	 	  	  
	 	By: 	/s/
      Cameron Durrant 
	 	Name: 	Cameron Durrant, M.D., MBA 
	 	Title: President and Chief Executive
      Officer