EXHIBIT 10.29


 


AMENDMENT TO ASSET PURCHASE AGREEMENT


 


This Amendment to Asset Purchase Agreement,
dated as of October 21, 2013 (the “Amendment”), is entered into by and between NOVEL DRUG SOLUTIONS LLC, a New
Jersey limited liability company (“NDS”) and IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”
and together with NDS, the “Parties”, and each, a “Party”).


 


WHEREAS, the Parties have entered into
that certain Asset Purchase Agreement, dated as of October 8, 2013 (the “Existing Agreement”); and


 


WHEREAS, the Parties hereto desire to
amend the Existing Agreement on the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:


 


1. Definitions. Capitalized terms
used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.


 


2. Amendment to the Existing Agreement.


 


(a) As of the Effective Date (defined
below), Section 1.16 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:


 


“Product” will mean
any product, in any form or formulation, comprising compositions comprising one or more of epinephrine, Shugarcaine, phenylephrine,
or lidocaine, in each case for use in the prevention or treatment of any disease, state or condition in humans, which if made,
used, offered for sale, sold or imported absent rights under the Assigned Patent Rights would infringe a valid claim of an issued
patent within the Assigned Patent Rights.


 


(b) As of the Effective Date (defined
below), Section 1.18 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:


 


“Technology” shall
mean, collectively, (a) any product in any form or formulation comprising any one or more compositions comprising one or more of
epinephrine, Shugarcaine, phenylephrine, or lidocaine; and (b) all methods of manufacture and use of the foregoing.”


 


3. Patent Assignment. Pursuant
to Section 2.3 of the Existing Agreement, on the Effective Date, NDS shall cause John Scott Karolchyk to execute and deliver to
Imprimis the patent assignment in the form attached as Exhibit A (the “Patent Assignment”) evidencing the sale,
conveyance, transfer and assignment of certain of the Assigned Patent Rights from NDS to Imprimis in accordance with this Amendment
and the Existing Agreement.


 




    	 



    	 



    


 


4. Date of Effectiveness; Limited
Effect. This Amendment will become effective as of the date first written above (the “Effective Date”).
Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in
full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the
amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement
or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent
of another Party. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the
Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference
to the Existing Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection
with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.


 


5. Miscellaneous.


 


(a) This Amendment is governed by,
and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions of such
State.


 


(b) This Amendment shall inure to
the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.


 


(c) The headings in this Amendment
are for reference only and do not affect the interpretation of this Amendment.


 


(d) This Amendment may be executed
in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed
counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart
of this Amendment.


 


(e) This Amendment constitutes the
sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.


 


[Remainder of Page
Intentionally Left Blank]


 




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IN WITNESS WHEREOF, the Parties have
executed this Amendment as of the date first written above.


 


	 	NOVEL DRUG SOLUTIONS, LLC
	 	 	 
	 	By:	/s/ Scott
    Karolchyk
	 	Name:	Scott Karolchyk
	 	Title:	Owner, R.Ph.
	 	 	 
	 	IMPRIMIS PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/ Mark
    L. Baum
	 	Name:	Mark L. Baum
	 	Title:	CEO


 




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EXHIBIT A


 


PATENT ASSIGNMENT


 


WHEREAS, I, John Scott Karolchyk,
of 39 Woodlawn Terrace, Lake Hopatcong, New Jersey 07849, U.S.A., has invented a certain new and useful invention entitled:


 


EPINEPHRINE-BASED COMPOSITIONS AND
METHODS FOR FABRICATING THEREOF


 


U.S. Serial No.: 61/892,872, filed
October 18, 2013


 


for which I am about to make or have made application for
Letters Patent of the United States; and


 


WHEREAS, Imprimis Pharmaceuticals,
Inc, a corporation duly organized under the laws of the United States of America, and having its principal place of business
at 12626 High Bluff Drive, Suite 105, San Diego, California 92130, U.S.A., is desirous of acquiring all rights, title and interests
in and to said invention, said application(s), and in and to any and all Letters Patent which may be granted for or upon said invention
and application(s) in the United States of America and anywhere in the world.


 


NOW THEREFORE, to all whom it may concern,
be it known that for good and valuable consideration, the receipt of which is hereby acknowledged, I, John Scott Karolchyk,
have sold, assigned and transferred, and by these presents do sell, assign and transfer, unto said Imprimis Pharmaceuticals,
Inc., the full and exclusive right, title and interest, throughout the world, in, to and under the following:


 


(a) said invention as fully
set forth and described in the specification prepared, and executed by us preparatory to obtaining Letters Patent of the United
States therefor;


 


(b) said application(s);


 


(c) any and all refilings,
divisions, continuations and continuations-in-part of said application(s);


 




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(d) any and all Letters
Patent of the United States of America which may issue from said application(s), refilings, divisions, continuations and continuations-in-part;


 


(e) any and all reissues
and reexaminations of said Letters Patent of the United States of America;


 


(f) any and all application(s)
for Letters Patent upon said invention which may hereafter be filed in any and all countries foreign to the United States of America;


 


(g) any and all refilings,
divisions and continuations of said foreign-filed application(s);


 


(h) any and all Letters
Patent of countries foreign to the United States of America which may issue from the said foreign-filed application(s), refilings,
divisions and continuations; and


 


(i) any and all extensions
of, and additions to, said Letters Patent of countries foreign to the United States of America.


 


I, John Scott Karolchyk, further
agree that upon request I will provide promptly all pertinent facts and documents relating to said invention and said Letters Patent
and legal equivalents as may be known and accessible and will testify as to the same in any interference, litigation or proceeding
related thereto and will promptly execute and deliver to Imprimis Pharmaceuticals, Inc. or its legal representatives any
and all papers, instruments or affidavits required to apply for, obtain, maintain, issue and enforce said application(s), said
invention and said Letters Patent and said equivalents thereof which may be necessary or desirable to carry out the purposes thereof.


 


All of the above shall be held and enjoyed
by said Imprimis Pharmaceuticals, Inc. for its own use and benefit, and for its successors, legal representatives and assigns,
to the full end of the term for which said Letters Patent may be granted, and I hereby authorize and request the Commissioner of
Patents and Trademarks to issue the said Letters Patent in accordance with this Assignment.


 




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	Date	 	John Scott Karolchyk


 


State/Commonwealth


of: _________________________


County of: ___________________


 


On this _______ day of _________________, 2013, before me,
the undersigned notary public, personally appeared_______________, proved to me through satisfactory evidence of identification,
which was ___________________________, to be the person whose name is signed on the preceding or attached document in my presence.


 


	(SEAL)	Notary Public: __________________________
	 	 
	 	My Commission Expires: _____/_____/_____


 



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