PediatRx Inc.: Exhibit 10.40 - Filed by newsfilecorp.com






Exhibit 10.40 

ASSET PURCHASE AGREEMENT 

          This
Asset Purchase Agreement (this “Agreement”) is made and entered into as of the
21stday of February, 2012 (the “Effective Date”), by and between Apricus
Biosciences, Inc., a Nevada corporation with its principal address at 11975 El
Camino Real, Suite 300, San Diego, CA 92130 (“Buyer”), and PediatRx Inc., a
Nevada corporation with its principal address at 405 Trimmer Road, Suite 200,
Califon, NJ 07830 (“Seller”). 

RECITALS 

          WHEREAS,
Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all
of Seller’s assets associated with the product known as Granisol® (granisetron
HCl) Oral Solution for all countries and territories of the world excluding the
United States on the terms set forth in this Agreement. 

          NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows: 

ARTICLE I. DEFINITIONS 

          As
used in this Agreement, the following defined terms have the meanings described
below: 

          1.1     
“Action or Proceeding” means any action, suit, proceeding, arbitration,
order, inquiry, hearing, assessment with respect to fines or penalties, or
litigation (whether civil, criminal, administrative, investigative or informal)
threatened, commenced, brought, conducted or heard by or before, or otherwise
involving, any Governmental Authority. 

          1.2      “Affiliate”
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with such Person. “Control” and, with correlative meanings, the
terms “controlled by” and “under common control with” means the power to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract, resolution, regulation
or otherwise. 

          1.3     
“Closing Date” means the Effective Date of this Agreement.

          1.4     
“Contract” means any and all legally binding commitments, contracts,
purchase orders, leases, or other agreements, whether written or oral. 

          1.5      “Encumbrance”
means any mortgage, pledge, assessment, security interest, deed of trust, lease,
lien, adverse claim, levy, charge or other encumbrance of any kind, or any
conditional sale or title retention agreement or other agreement to give any of
the foregoing in the future. 

1 




          1.6     
“Governmental Authority” means any court, tribunal, arbitrator,
authority, agency, commission, official or other instrumentality of the United
States or other country, or any supra-national organization, state, county, city
or other political subdivision. 

          1.7     
“Knowledge” with respect to any Party, means the actual knowledge of the
officers (or persons performing similar functions) of such Party, after
reasonable inquiry. 

          1.8     
“Law” means any federal, state or local law, statute or ordinance, or any
rule, regulation, or published guidelines promulgated by any Governmental
Authority. 

          1.9     
“Party” means each of Buyer and Seller. 

          1.10     
“Person” means any natural person, corporation, general partnership,
limited partnership, limited liability company, proprietorship, other business
organization, trust, union, association or Governmental Authority. 

          1.11     
“Product” shall mean Granisol® (granisetron HCl) oral
solution. 

          1.12     
“Purchased Assets” means the intellectual property and the personal
property specified in Exhibit A hereto.

          1.13     
“United States” means the United States of America, its territories and
possessions. 

ARTICLE II. PURCHASE AND SALE OF ASSETS 

          2.1     
Purchase and Sale of Assets. Subject to the terms and conditions of this
Agreement, on the Closing Date, Seller shall, or shall cause its relevant
Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and
clear from all Encumbrances, and Buyer shall purchase, acquire and accept from
Seller and such Affiliates of Seller, all right, title and interest of Seller
and such Affiliates in and to the Purchased Assets. 

ARTICLE III. PURCHASE PRICE AND PAYMENT 

          3.1      Purchase
Price. As consideration for the Purchased Assets, Buyer shall deliver or
cause to be delivered to Seller on the Closing Date, an amount equal to Sixty
Four Thousand Nine Hundred Dollars ($64,900) (the “Purchase Price”) in
immediately available funds by wire transfer into an account designated by
Seller.

          3.2     
Taxes. The parties agree that: 

	 	(i) 	
      Seller shall bear all sales taxes in the United States;
      and

	 	 	 
	 	(ii) 	
      Buyer shall bear any sales taxes outside of the United
      States and all use taxes, transfer taxes, documentary charges, recording
      fees or similar taxes, charges, fees or expenses;



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that may become payable in connection with the sale of the
Assets to Buyer, and the parties will cooperate in the filing of all necessary
tax returns and other documentation with respect to all such taxes. 

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER 

          In
order to induce Buyer to enter into this Agreement and consummate the
transactions contemplated hereby, Seller hereby makes to Buyer the following
representations and warranties: 

          4.1      Authority
of Seller. Seller has all necessary power and authority and has taken all
actions necessary to enter into this Agreement and to carry out the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Seller and, when executed and delivered by Buyer, will constitute a
legal, valid and binding obligation of Seller enforceable against it in
accordance with its terms except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, and (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies. 

          4.2     
Non-Contravention. The execution and delivery by Seller of this Agreement
does not, and the performance by it or its relevant Affiliates of its or their
obligations under this Agreement and the consummation of the transactions
contemplated hereby will not:

          (a)     
conflict with or result in a violation or breach of any of the terms, conditions
or provisions of the Certificate of Incorporation or By-laws or other
organizational documents of Seller or its relevant Affiliates; 

          (b)     
conflict with or result in a violation or breach of any term or provision of any
Law applicable to Seller, the Product, or the Purchased Assets; 

          (c)     
require from Seller any notice to, declaration or filing with, or consent or
approval of, any Governmental Authority or other third party; or 

          (d)     
result in the imposition of any Encumbrance upon any of the Purchased Assets.


          4.3     
Purchased Assets. Seller has good and marketable title to the Purchased
Assets and the Purchased Assets are, and will be, delivered to Seller free of
any Encumbrances. Seller has not granted any license, agreement or other
permission to any third party with respect to any of the Purchased Assets. 

          4.4      Litigation.
There are no Actions or Proceedings pending or, to the Knowledge of Seller,
threatened against, relating to, affecting or arising in connection with (i) the
Product; (ii) Purchased Assets; (iii) this Agreement; or (iv) the transactions
contemplated by this Agreement. Seller is not subject to any order that could
reasonably be expected to materially impair or delay the ability of Seller to
perform its obligations under this Agreement. 

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          4.5      Regulatory
Matters. Seller has not sought or obtained any regulatory approval for the
Product, and has not marketed or sold the Product, outside of the United States.
There is no Action or Proceeding by any Governmental Authority pending or, to
the Knowledge of Seller, threatened regarding the Product or any Purchased
Assets.

          4.6     
No Non-Competition Agreements or Preferential Obligations. The Purchased
Assets are not subject to any non-competition agreements with, or other
agreements granting preferential rights to purchase or license the Purchased
Assets to, third parties. 

          4.7     
Officers and Directors. The persons specified on the signature page
hereof are all the officers and directors of Seller as of the Effective
Date.

          4.8      No
Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS OR
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT, SELLER DISCLAIMS
ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, INCLUDING ANY INFORMATION FURNISHED BY SELLER WITH REGARD TO THE
PRODUCT OR THE PURCHASED ASSETS, INCLUDING THE FUTURE PROFITABILITY OF THE
PRODUCT, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV. 

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER 

          In
order to induce Seller to enter into this Agreement and consummate the
transactions contemplated hereby, Buyer hereby makes to Seller the following
representations and warranties: 

          5.1     
Corporate Organization. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada. Buyer has
all required corporate power and authority to carry on its business as presently
conducted, to enter into and perform this Agreement and the agreements
contemplated hereby to which it is a party and to carry out the transactions
contemplated hereby and thereby. 

          5.2      Authority
of Buyer. This Agreement and all agreements, documents and instruments
executed and delivered by Buyer pursuant hereto are valid and binding
obligations of Buyer, enforceable in accordance with their respective terms. The
execution, delivery and performance of this Agreement and all agreements,
documents and instruments executed and delivered by Buyer pursuant hereto, have
been duly authorized by all necessary corporate or other action of Buyer. 

          5.3     
Non-Contravention. The execution and delivery by Buyer of this Agreement
does not, and the performance by it of its obligations under this Agreement and
the consummation of the transactions contemplated hereby will not: 

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          (a)      conflict
with or result in a violation or breach of any of the terms, conditions or
provisions of the Certificate of Incorporation, Bylaws or other organizational
documents of Buyer; 

          (b)     
violate, conflict with or result in a violation of, or constitute a default
(whether after the giving of notice, lapse of time or both) under, any provision
of any Law, regulation or rule, or any order of, or any restriction imposed by,
any court or governmental agency applicable to Buyer;

          (c)     
require from Buyer any notice to, declaration or filing with, or consent or
approval of any Governmental Authority or other third party; or 

          (d)      violate
or result in a violation of, or conflict with or constitute or result in a
violation of or default (whether after the giving of notice, lapse of time or
both) under, accelerate any obligation under, or give rise to a right of
termination of, any contract, agreement, permit, license, authorization or other
obligation to which Buyer is a party or by which Buyer or any of its assets are
bound. 

          5.4     
Litigation. There are no Actions or Proceedings pending, or to the
Knowledge of Buyer threatened or anticipated, against, relating to, affecting or
arising in connection with (i) this Agreement or (ii) the transactions
contemplated by this Agreement. Buyer is not subject to any order that could
reasonably be expected to materially impair or delay the ability of Buyer to
perform its obligations under this Agreement. 

          5.5     
Brokers. Buyer has not retained any broker in connection with the
transactions contemplated hereunder. Seller will have no obligation to pay fees
of any brokers, finders, investment bankers, or financial advisors engaged by
Buyer in connection with this Agreement or the transactions contemplated hereby.


          5.6      No
Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS OR
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V OF THIS AGREEMENT, BUYER DISCLAIMS
ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, RELATED TO THIS AGREEMENT. 

ARTICLE VI. COVENANTS OF THE PARTIES 

          6.1      Cooperation.
Each Party shall cooperate fully with the other in preparing and filing all
notices, applications, submissions, reports and other instruments and documents
that are necessary, proper or advisable under applicable Laws to consummate and
make effective the transactions contemplated by this Agreement, including
Seller’s cooperation in the efforts of Buyer to obtain any consents and
approvals of any Governmental Authority required for Buyer to be able to own the
Purchased Assets. 

5 




          6.2       Non-Competition.

                    (a)     
  Seller’s Covenant. Seller agrees that, for a period of seven (7) years
from the Closing Date, neither it nor any of its officers or directors (which
are signatories to this Agreement as provided on the signature page hereof),
will directly or indirectly, whether through a partnership, licensing
arrangement or any other structure, or as principal, agent, owner, partner,
officer, director, employee, consultant or otherwise, research, develop, market,
sell, distribute or otherwise make available any anti-emetic product in any
formulation or dosing in all countries and territories of the world excluding
the United States; provided, however, that the foregoing shall not
prohibit (i) any officer or director of Seller (other than Joe Carusone) from
acquiring, holding or selling up to 5% of the issued and outstanding shares of
any class of securities listed on a national securities exchange, or (ii) Joe
Carusone from acquiring, holding or selling up to 10% of the issued and
outstanding shares of any class of securities of any private company or company
listed on a national securities exchange.

                    (b)     
Buyer’s Covenant. Buyer agrees that it will not directly or indirectly,
whether through a partnership, licensing arrangement or any other structure, or
as principal owner or partner use the Purchased Assets to market, sell,
distribute or otherwise make available any 5HT3 chemical class anti-emetic
product in any formulation or dosing in the United States, except as (i)
expressly permitted by that certain Co-Promotion Agreement between the parties
of even date herewith, (ii) as otherwise mutually agreed in writing by the
parties or (iii) as permitted by the securing of rights from a third party
(which obtained such rights by license from Seller) to do so.

          6.3      Further
Assurances. For a period of twelve (12) months following the Closing Date,
Seller shall from time to time, at the request of Buyer, execute and deliver, or
cause to be executed and delivered, such other instruments of conveyance and
transfer and take such other actions as Buyer may reasonably request, in order
to more effectively consummate the transactions contemplated by this Agreement
and to vest in Buyer good and marketable title to the Purchased Assets. 

          6.4     
Confidentiality. Seller shall maintain the confidentiality of all
Purchased Assets and information therein that is of a confidential nature, and
shall not disclose such information to any third party without the prior written
consent of Buyer. Such obligation of confidentiality shall not apply to any
specific item of information that: (i) is now or later made known to the public
through no default by Seller or Affiliates; (ii) is acquired from a third party,
having a right to disclose such information; or (iii) is required to be
disclosed by Law, so long as Buyer is given advance notice of such disclosure
and an opportunity to seek a protective order or confidential treatment, and
Seller shall cooperate in any such efforts at Buyer’s request. For clarity,
Buyer and Seller agree to issue a joint public statement announcing the closing
of the transactions contemplated by this Agreement on such timing and in such
form as the Parties shall mutually agree. 

          6.5      Technology
Transfer. For a period of twelve (12) months following the Closing Date,
Seller shall from time to time, at the request of Buyer, provide reasonable
assistance at the cost of Buyer to promptly copy and transfer information
included within the Purchased Assets including but not limited to any training
materials, marketing or promotional materials and other trade secrets or know how, which are necessary or useful to
make, use or sell the Product in the Territory, which is in the possession and
control of Buyer.

6 




          6.6     
License to Manufacture Product. Buyer hereby grants to Seller and its
Affiliates a non-exclusive, royalty-free and irrevocable license (with the right
to sublicense) under the Purchased Assets to manufacture the Product anywhere in
the world for importation, distribution and sale in the United States .

ARTICLE VII. INDEMNIFICATION 

          7.1     
Survival of Representations and Warranties. The representations and
warranties of Seller or Buyer contained in this Agreement or documents executed
in connection herewith shall survive the Closing Date for a period of twelve
(12) months only and during such period shall bind the successors and assigns of
the relevant Party, whether so expressed or not, and all such representations
and warranties shall inure to the benefit of the successors and assigns of the
Parties hereto, whether expressed or not.

          7.2     
Indemnification.

          (a)      By
Seller. From and after the Closing Date, Seller shall indemnify, defend and
hold harmless Buyer, its Affiliates, and their respective officers, directors,
employees, agents, successors and assigns from and against any and all costs,
losses, liabilities, damages and expenses (including reasonable fees and
disbursements of attorneys) incurred in connection with third party claims,
demands and liabilities (“Third Party Claims”) arising out of or
relating to any breach of any covenant, representation, warranty or agreement of
Seller in this Agreement.

          (b)     
By Buyer. From and after the Closing, Buyer shall indemnify, defend and
hold harmless Seller, its Affiliates, and their respective officers, directors,
employees, agents, successors and assigns from and against any and all Third
Party Claims arising out of or relating to: (i) any breach of any covenant,
representation, warranty or agreement of Buyer in this Agreement; or (ii) the
research, development or commercialization of the Product after the Closing
Date. 

          (c)     
Procedure. A person or entity intending to claim indemnification under
this Section 7.2 (the “Indemnitee”) shall promptly notify the Party
providing indemnification (the “Indemnitor”) of any Third Party Claim
with respect to which the Indemnitee intends to claim such indemnification.
Indemnitor shall have the right to control the defense of any such Third Party
Claim, as to which the obligation to indemnify the Indemnitee has been
acknowledged by the Indemnitor in writing. The indemnity agreement in this
Section 7.2 shall not apply to amounts paid in settlement of any loss, claim,
damage, liability or action of which settlement is effected without the consent
of the Indemnitor. The Indemnitee under this Section 13, its employees and
agents, shall cooperate fully with the Indemnitor and its legal
representative(s) in the investigations and defense of any Third Party Claim
covered by this indemnification. The Indemnitee shall have the right to
participate in the defense of such action at its own cost. 

7 




          7.3      Limitation
of Damages. The indemnification obligations of a party under Section 7.2 and
the liability of a party for all damages whatsoever arising out of or related to
this Agreement and the instruments and agreements contemplated hereby and the
transactions contemplated hereby and thereby shall be limited as follows: 

	 	(i) 	
      Cap. The aggregate liability of a party shall not
      exceed the Purchase Price.

	 	 	 
	 	(ii) 	
      Basket. A party shall only be liable if and to the
      extent that an individual claim exceeds One Thousand Dollars
      (US$1,000).

	 	 	 
	 	(iii) 	
      Insurance. A party shall not be liable to the
      extent an Indemnitee or the other party receives payment from any insurer
      or other third party.

	 	 	 
	 	(iv) 	
      Failure to Mitigate. A party shall not be liable
      to the extent that an Indemnitee or the other party had the commercially
      reasonable opportunity, but failed, in good faith to mitigate such
      damages.

	 	 	 
	 	(v) 	
      Willful Misconduct. A party shall not be liable to
      the extent that an Indemnitee or the other party caused, by gross
      negligence or willful misconduct, the claim or loss.

	 	 	 
	 	(vi) 	
      No Consequential Damages. IN NO EVENT SHALL EITHER
      PARTY BE LIABLE UNDER OR WITH RESPECT TO THIS AGREEMENT, OR ANY OTHER
      AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, FOR ANY INDIRECT, INCIDENTAL,
      CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT
      LIMITED TO LOSS OF PROFITS.



ARTICLE VIII. MISCELLANEOUS 

          8.1      Notices.
All notices, requests and other communications hereunder must be in writing and
will be deemed to have been duly given only if delivered personally against
written receipt or by facsimile transmission with answer back confirmation or
mailed (postage prepaid by certified or registered mail, return receipt
requested) or by nationally recognized overnight courier that maintains records
of delivery to the parties at the following addresses or facsimile numbers: 

	 	If to Buyer to: 	Apricus Biosciences, Inc. 
	 	  	11975 El Camino Real, Suite 300
    
	 	  	San Diego, CA 92130 
	 	  	Attention: General Counsel 
	 	  	Facsimile: 858-866-0482
  


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	 	If to Seller to: 
	 	Life Science Legal 
	 	214 S. Spring Street 
	 	Independence, MO 64050 
	 	Attention: Randall Pratt 
	 	Fax No.: (816) 461-6902
  


With copies sent via e-mail (which
shall not constitute notice hereunder): 

	 	Dr. Cameron Durrant 	Email : cdurrant@pediatrx.com
  
	 	  	Email : camerondurrant@yahoo.com
    
	 	  	 
	 	Mr. David Tousley 	Email : dtousley@pediatrx.com
  
	 	  	Email : davidtousley@yahoo.com
  


All such notices, requests and other communications will (a) if
delivered personally to the address as provided in this Section, be deemed given
upon receipt, (b) if delivered by facsimile to the facsimile number as provided
in this Section, be deemed given upon receipt by the sender of the answer back
confirmation, provided a confirmation copy is sent by mail and (c) if delivered
by mail in the manner described above or by overnight courier to the address as
provided in this Section, be deemed given upon receipt. Any party from time to
time may change its address, facsimile number or other information for the
purpose of notices to that party by giving notice specifying such change to the
other party hereto in accordance with the terms of this Section. 

          8.2     
Entire Agreement. This Agreement supersedes all prior discussions and
agreements among the parties with respect to the subject matter hereof and
contains the sole and entire agreement among the parties hereto with respect to
the subject matter hereof. 

          8.3      Construction
of Certain Terms and Phrases. Unless the context of this Agreement otherwise
requires: (a) words of any gender include each other gender; (b) words using the
singular or plural number also include the plural or singular number,
respectively; (c) the terms “hereof,” “herein,” “hereby” and derivative or
similar words refer to this entire Agreement; (d) the terms “Article” or
“Section” refer to the specified Article or Section of this Agreement; (e) the
term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or”; and (f) the term “including” or “includes”
means “including without limitation” or “includes without limitation.” Whenever
this Agreement refers to a number of days, such number shall refer to calendar
days. 

          8.4     
Waiver. Any term or condition of this Agreement may be waived at any time
by the party that is entitled to the benefit thereof, but no such waiver shall
be effective unless set forth in a written instrument duly executed by or on
behalf of the party waiving such term or condition. No waiver by any party
hereto of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under
this Agreement or by law or otherwise afforded, will be cumulative and not
alternative. 

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          8.5     
Amendment. This Agreement may be amended, supplemented or modified only
by a written instrument duly executed by each party hereto. 

          8.6     
Assignment; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written consent of the other party hereto, other than to an Affiliate or
to a successor in interest of such party by reason of a merger, acquisition or
sale of all or substantially all of the assets of such party with a guarantee of
performance by the assigning party, and any attempt to do so, other than as
permitted above, will be void. This Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their respective
successors and permitted assigns. 

          8.7      Headings.
The headings used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provisions hereof. 

          8.8      Severability.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future Law, and if the rights or obligations
of any party hereto under this Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable
provision had never compromised a part hereof, (c) the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom,
and (d) in lieu of such illegal, invalid or unenforceable provision, there will
be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar to terms to such illegal, invalid or
unenforceable provision as may be possible and reasonably acceptable to the
parties. 

          8.9     
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
executed and performed in such state, without giving effect to conflicts of laws
principles. 

          8.10      Consent
to Jurisdiction and Forum Selection. The parties hereto agree that all
actions or proceedings arising in connection with this Agreement shall be
initiated and tried exclusively in the local and federal courts located in San
Diego County, California. The aforementioned choice of venue is intended by the
parties to be mandatory and not permissive in nature, thereby precluding the
possibility of litigation between the parties with respect to or arising out of
this Agreement in any jurisdiction other than that specified in this section.
Each party hereby waives any right it may have to assert the doctrine of forum
non conveniens or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this section, and stipulates that the
local and federal courts located in San Diego County, California shall have
personal jurisdiction and venue over each of them for purposes of litigating any
dispute, controversy or proceeding arising out of or related to this Agreement.
Each party hereby authorizes and agrees to accept service of process sufficient
for personal jurisdiction in any action against it as contemplated by this
section by registered or certified mail, return receipt requested, postage
prepaid to its address for the giving of notices as set forth in this Agreement,
or in the manner set forth in Section 8.1 of this Agreement for the giving of
notice. Any final judgment received against a party in any action or proceeding
shall be conclusive as to the subject of such final judgment and may be enforced in other
jurisdictions in any manner provided by law. 

10 




          8.11     
Expenses. Except as otherwise provided in this Agreement, each party
hereto shall pay its own expenses and costs incidental to the preparation of
this Agreement and to the consummation of the transactions contemplated
hereby.

          8.12     
Counterparts. This Agreement may be executed in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument. 

          8.13     
Seller and Its Affiliates. Seller hereby acknowledges that any reference
to Seller in this Agreement shall be to Seller and those of its Affiliates that
own or possess the Purchased Assets. Seller also agrees that any reference to
action to be taken by Seller under this Agreement shall, without further
expression, include a covenant by Seller to cause those of its Affiliates that
own or possess the Purchased Assets to take such action, as the case may be.


[Remainder of Page Intentionally Left Blank] 

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          IN
WITNESS WHEREOF, this Agreement has been executed by the Parties hereto all as
of the date first above written. 

Apricus Biosciences, Inc. 

	 	By: 	/s/Bassam Damaj 
	 	  	Name: Bassam Damaj, Ph.D. 
	 	  	Title: President and Chief
      Executive Officer 
	 	  	Date: 


PediatRx Inc. 

	 	By: 	/s/Cameron Durrant 
	 	 	Name: Cameron
      Durrant, MD, MBA 
	 	  	Title: President and Chief
      Executive Officer 
	 	  	Date: 


By signing below, each of the undersigned in his or her
individual capacity, for good and valuable consideration, the receipt and
sufficiency are hereby acknowledged, hereby agrees to comply with the
obligations set forth in Section 6.2, entitled “Non-Competition”: 

AGREED AND ACKNOWLEDGED 

/s/Cameron
Durrant                                  
Name:
Cameron Durrant 
Role: Director, Chairman, President and CEO 

/s/David
Tousley                                      
Name:
David Tousley 
Role: Director, Secretary and Chief Financial &
Administrative Officer 

/s/Joe
Carusone                                        

Name: Joe Carusone 
Role: Director 

/s/Paul J.
Richardson                               
Name:
Paul J. Richardson 
Role: Director 

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EXHIBIT A 

THE PURCHASED ASSETS 

As used in the Agreement, the term “Purchased Assets” means:


	1. 	
      Patents. Rights to patents and patent applications
      which cover the Product or its manufacture or use (Note: Seller does not
      hold any such patents or patent applications as of the Effective
    Date);

	 	 
	2. 	
      Trade Secrets and Know-How. Clinical data,
      training manuals, marketing or promotional materials and other trade
      secrets and know-how which are necessary or useful to make, use or sell
      the Product, whether or not subject to protection as a trade secret under
      applicable Laws (Note: Seller does not hold any copyright registrations or
      other registrations for such data and know-how as of the Effective Date);
      and

	 	 
	3. 	
      Trademarks. Rights, if any, to trademarks, trade
      names, service marks and domain names which are specific to the Product,
      including but not limited to “GRANISOL” (Note: Seller does not hold any
      registrations for such marks outside of the United States as of the
      Effective Date);



to the extent such intellectual property and other assets are
(i) owned by PediatRx or its Affiliates and (ii) necessary or useful for the
Buyer to make, use, develop, offer for sale, sell, import or otherwise exploit
the Product; 

provided, however, that

	A. 	
      the Purchased Assets shall only include rights with
      respect to countries outside of the United States and its territories and
      possessions;

	 	 	 
	B. 	
      the Purchased Assets shall not include, and Seller shall
      retain, all rights with respect to the United States and its territories
      and possessions;

	 	 	 
	C. 	
      Except as otherwise agreed by the parties, the Purchased
      Assets shall not include, and Seller shall retain, the following rights
      which are not limited to a particular country or territory:

	 	 	 
		(i) 	
      the internet domain name www.Granisol.net; and

	 	 	 
		(ii) 	
      the internet domain name
  www.PediatRx.com.



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