Exhibit 10.8


 


FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS FIRST AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into as of January 7, 2015 (the “Amendment Date”),
by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria,
Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral
Agent”), the Lenders listed on Schedule 1.1 thereof 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 (“Parent”) and ACURA PHARMACEUTICAL
TECHNOLOGIES, INC., an Indiana corporation with offices locates at 16235 State Road 17, Culver, IN 46511 (“APT”,
and along with Parent, individually and collectively, jointly and severally, “Borrower”).


 


WHEREAS, Collateral Agent, Borrower and
Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of December 27, 2013
(as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders
have provided to Borrower certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower, Lenders and Collateral
Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth
herein;


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


		1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.



 


		2.	In exchange for each Warrant issued to the Lenders or their Affiliates by Parent on the Effective Date, on the date hereof,
Parent will issue to the holder thereof an Amended and Restated Warrant, exercisable for the same number of shares in such form
and substance as agreed to by the parties.



 


		3.	Section 6.10 of the Loan Agreement is hereby amended and restated in its entirety as follows:



 


“6.10      Financial
Covenant. For so long as the aggregate outstanding principal amount of all Term Loans made hereunder is Five Million Dollars
($5,000,000.00) or more, Borrower shall maintain total cash reserves of at least Two Million Five Hundred Thousand Dollars ($2,500,000.00)
in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent and maintained in accordance with
the terms of Section 6.6.”


 


		4.	Section 8.2(a) of the Loan Agreement is hereby amended and restated in its entirety as follows:



 


“(a)      Borrower
or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates),
6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation
and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or
6.13 (Further Assurances) or Borrower violates any covenant in Section 7; or”


 




    	 



    	 



    

 


		5.	Section 13.1 of the Loan Agreement is hereby amended by adding the following definition thereto in alphabetical order:



 


““Egalet License” is that certain
Collaboration and License Agreement, made and entered into as of January 7, 2015, by and between the Parent and Egalet US Inc.,
a corporation organized and existing under the laws of the State of Delaware, having offices at 460 East Swedesford Road, Suite 19087,
Wayne, PA, Egalet Limited., a company organized under the laws of England and Wales with its principal place of business at 33
St. James’ Square, London SW1Y 4JS, United Kingdom and guaranteed by Egalet Corporation, a corporation organized and existing
under the laws of the State of Delaware, having offices located at 60 East Swedesford Road, Suite 1050, Wayne, PA, an executed,
true and complete copy of which has been provided by Borrower to Collateral Agent on or before the Amendment Date; provided, however,
that the Egalet License for the purposes of this Agreement shall not include any amendment to the licenses granted by Borrower
thereunder unless any new or modified license granted by Borrower in such amendment is a Permitted License and the consent, if
any, of Collateral Agent or the Lenders required under the definition of Permitted License is obtained by Borrower in advance of
such amendment; provided further that Egalet License for the purposes of this Agreement shall not include any amendment which would
lower the milestone payments, co-promotion rates, or royalty rates thereof or any amendment to Sections 4.3, 8.2, 11.1.3, 11.2.2
or 17.2 thereof unless such amendment is consented to by the Collateral Agent.”


 


		6.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the definition of “Permitted Licenses”
therein as follows:



 


““Permitted Licenses” are
(A) licenses of over-the-counter software that is commercially available to the public, (B) the Egalet License and non-exclusive
and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary
course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred
and is continuing at the time of such license; (ii) the license constitutes an arms length transaction, the terms of which, on
their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or
any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any
Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice
and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and
the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation
thereof and (y) any such license could not result in a legal transfer of title of the licensed property, but may be exclusive as
to geographic areas outside the United States, and may be exclusive in the United States (and its territories and possessions)
subject to the prior written consent of Required Lenders, and the Required Lenders shall be obligated to respond to Borrower within
ten (10) calendar days regarding their decision to grant or withhold such consent after receipt of a request for such consent from
Borrower in writing; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing
agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement;
provided that the parties acknowledge and agree that notwithstanding clauses (ii) and (iii), the Egalet License includes an assignment
of the Product NDA (as defined in the Egalet License) and associated IND (as defined in the Egalet License), the other documents
and items specified in Sections 4.3, 8.2, 11.1.3 and 11.2.2 of the Egalet License and the provisions of Section 17.2 of the Egalet
License, and the restrictions of clauses (ii) and (iii) shall not apply to same; provided further that the parties acknowledge
and agree that the Egalet License has been consented to by the Collateral Agent and the Required Lenders.”


 


		7.	Limitation of Amendment.



 


		a.	The amendments set forth in Sections 2 through 5 above are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or
condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have
or may have in the future under or in connection with any Loan Document, as amended hereby.



 


		b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.



 




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		8.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral
Agent and Lenders as follows:



 


		a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and
is continuing;



 


		b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan
Agreement, as amended by this Amendment;



 


		c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent
deliveries by the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented
or restated and are and continue to be in full force and effect;



 


		d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower,
(ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;



 


		e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made; and



 


		f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.



 


		9.	Collateral Agent represents and warrants to Borrower that all Required Lenders have executed this Amendment.



 


		10.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements.



 


		11.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent
of this Amendment by each party hereto and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date
hereof, which may be debited from any of Borrower’s accounts with Lenders provided however, that Lender’s Expenses
in connection with this Amendment shall not exceed $7,500.



 


		12.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute one and the same instrument.



 


		13.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the
laws of the State of New York.



 


[Balance of Page Intentionally Left
Blank]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this First Amendment to Loan and Security Agreement to be executed as of the date first set forth above.


 


BORROWER:


 


	ACURA PHARMACEUTICALS, INC.	 
	 	 
	By:	/s/ Peter A. Clemens	 
	Name:	Peter A. Clemens	 
	Title:	Sr. VP & CFO	 
	 	 	 
	BORROWER:	 
	 	 
	ACURA PHARMACEUTICAL TECHNOLOGIES, INC.	 
	 	 
	By:	/s/ Peter A. Clemens	 
	Name:	Peter A. Clemens	 
	Title:	Sr. VP & CFO	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 
	OXFORD FINANCE LLC	 
	 	 
	By:	/s/Mark Davis	 
	Name:	Mark Davis	 
	Title:	Vice President-Finance, Secretary & Treasurer	 


 




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EXHIBIT A


Form of Warrant


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF
ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY,
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


AMENDED AND RESTATED WARRANT TO PURCHASE
STOCK (A3)


 


	Company:  	 	ACURA PHARMACEUTICALS, INC., a New York corporation
	 	 	 
	Number of Shares:  	 	
         [____]

	 	 	 
	Type/Series of Stock:	 	Common Stock
	 	 	 
	Warrant Price:  	 	$[___] per share (which represents the average closing price of the Company’s common stock for the previous ten days of trading, calculated on the day before the issuance of this Warrant)
	 	 	 
	Issue Date:  	 	[_____]
	 	 	 
	Expiration Date:  	 	[______]  See also Section 5.1(b).
	 	 	 
	Credit Facility:	 	This Amended and Restated Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date herewith among Oxford Finance LLC, as Lender and Collateral Agent, the Lenders from time to time party thereto, and the Company and (as modified, amended and/or restated from time to time, the “Loan Agreement”).


 


THIS WARRANT CERTIFIES THAT, for good and
valuable consideration, OXFORD FINANCE LLC ( “Oxford” and, together with any successor or permitted assignee
or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase
the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the
“Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all
as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions
set forth in this Warrant. This Warrant amends and restates in its entirety that certain warrant numbered [__], issued by the Company
on December 27, 2013.


 


1.       EXERCISE.


 


1.1      Method
of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the
Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto
as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check,
wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for
the aggregate Warrant Price for the Shares being purchased.


 


1.2      Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in
Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to
the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to
the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:


 




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X = Y(A-B)/A


 


where:


 


		X =	the number of Shares to be issued to the Holder;



 


		Y =	the number of Shares with respect to which this Warrant
is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);



 


		A =	the Fair Market Value (as determined pursuant to Section
1.3 below) of one Share; and



 


		B =	the Warrant Price.



 


1.3      Fair
Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock,
the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business
Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the
Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair
market value of a Share in its reasonable good faith judgment.


 


1.4      Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section
1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise
and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not
so acquired.


 


1.5      Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form,
substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount.


 


1.6      Treatment
of Warrant Upon Acquisition of Company.


 


(a)      Acquisition.
For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving:
(i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any
merger of the Company into or consolidation of the Company with another person or entity (other than a merger or consolidation
effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders
of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority
of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation
or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving
or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is
not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority
of the Company’s then-total outstanding combined voting power.


 


(b)      Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s
stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will
be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not
to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.


 




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(c)      The
Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable
information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public
Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the
closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior
to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined
in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically
be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for
which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or
such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations
and warranties in Section 4 of the Warrant as the date thereof.


 


(d)      Upon
the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity
shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other
property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares
were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with
the provisions of this Warrant.


 


(e)      As
used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i)
the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other
information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would
be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof
is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly
re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder
to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such
restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six
(6) months from the closing of such Acquisition.


 


2.      ADJUSTMENTS
TO THE SHARES AND WARRANT PRICE.


 


2.1      Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable
in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would
have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides
the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable
hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares
of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price
shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2      Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified,
exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then
from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.


 




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2.3      Intentionally
Left Blank.


 


2.4      Adjustments
for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares
of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner
set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as
of the date of any such required adjustment.


 


2.5      No
Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company
shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest
by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective
Warrant Price.


 


2.6      Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number
of Shares in effect upon the date of such adjustment.


 


3.      REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1      Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)      All
Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares,
shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants
that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number
of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant
and the conversion of the Shares into common stock or such other securities.


 


(b)      The
Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue
Date.


 


3.2      Notice
of Certain Events. If the Company proposes at any time to:


 


(a)      declare
any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend;


 


(b)      offer
for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series
of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c)      effect
any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class; or


 


(d)      effect
an Acquisition or to liquidate, dissolve or wind up;


 


then, in connection with each such event,
the Company shall give Holder:


 


(i)      at
least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution,
or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto)
or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and


 




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(ii)      in
the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when
the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange
their shares for the securities or other property deliverable upon the occurrence of such event).


 


Reference is made to Section 1.6(c) whereby
this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder
of an Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably
necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 


4.      REPRESENTATIONS,
WARRANTIES OF THE HOLDER.


 


The Holder represents and warrants to the
Company as follows:


 


4.1      Purchase
for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired
for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2      Disclosure
of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had
full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to
the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to
obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort
or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3      Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder
has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic
risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial
or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances
of such persons.


 


4.4      Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


4.5      The
Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act
in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the
Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise
hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws,
or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule
144 promulgated under the Act.


 


4.6      No
Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.




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5.      MISCELLANEOUS.


 


5.1      Term;
Automatic Cashless Exercise Upon Expiration.


 


(a)      Term.
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time
on or before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter.


 


(b)      Automatic
Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price
in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section
1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall,
within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to
Holder.


 


5.2      Legends.
Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any)
shall be imprinted with a legend in substantially the following form:


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF
ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO OXFORD FINANCE LLC DATED [______],
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION
OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.


 


5.3      Compliance
with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in
compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation,
the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested
by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder,
provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.
Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability
of Rule 144 promulgated under the Act.


 


5.4      Intentionally
Left Blank.


 


5.5      Transfer
Procedure. After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of this Warrant to one or more
of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of an Assignment substantially in the
form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any such
Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this
Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee, provided,
however, in connection with any such transfer, the Oxford Affiliate(s) or any subsequent Holder will give the Company notice of
the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder
will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).


 




    	10



    	 



    

 


 


5.6      Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective
(i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail,
postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by
the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid,
in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company
or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed
as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


Oxford Finance LLC


133 N. Fairfax Street


Alexandria, VA 22314


Attn: Legal Department


Telephone: (703) 519-4900


Facsimile: (703) 519-5225

Email: LegalDepartment@oxfordfinance.com


 


Notice to the Company shall be addressed
as follows until Holder receives notice of a change in address:


 


ACURA PHARMACEUTICALS, INC.


616 N. North Court, Suite 120


Palatine, Illinois


Attn: Peter A. Clemens


Fax: (847) 705-5399


Email: pclemens@acurapharm.com


 


With a copy (which shall not constitute
notice) to:


 


LeClairRyan


One Riverfront Plaza

1037 Raymond Boulevard


Sixteenth Floor


Newark, New Jersey 07102


Attn: John P. Reilly


Fax: (973) 491-3511


Email: John.Reilly@leclairryan.com


 


5.7      Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance
and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.8      Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.9      Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and
the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original
signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.10      Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to its principles regarding conflicts of law.


 


5.11      Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 




    	11



    	 



    

 


 


5.12      Business
Days. “Business Day” is any day that is not a Saturday, Sunday or a day which banks in the State of New
York or Commonwealth of Virginia are closed.


 


[Remainder of page left blank intentionally]


 


[Signature page follows]


 




    	12



    	 



    

 


IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


 


	“COMPANY”	 	 	 
	 	 	 	 
	ACURA PHARMACEUTICALS, INC.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 
	 	(Print)	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 
	“HOLDER”	 	 	 
	 	 	 	 
	OXFORD FINANCE LLC	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 
	 	(Print)	 	 	 
	Title:	 	 	 	 


 


[Signature Page to Warrant to Purchase
Stock-A3]


 




    	 



    	 



    

 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.      The
undersigned Holder hereby exercises its right purchase ___________ shares of the Common Stock of ACURA PHARMACEUTICALS, INC. (the
“Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant
Price for such shares as follows:


 


 ̈       check
in the amount of $________ payable to order of the Company enclosed herewith


 


 ̈       Wire transfer of immediately available
funds to the Company’s account


 


 ̈       Cashless Exercise pursuant to Section
1.2 of the Warrant


 


 ̈       Other [Describe] __________________________________________


 


2.      Please
issue a certificate or certificates representing the Shares in the name specified below:


 


	 	 	 
	 	Holder’s Name	 
	 	 	 
	 	 	 
	 	(Address)	 


 


3.      By
its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section
4 of the Warrant to Purchase Stock as of the date hereof.


 


	 	 	HOLDER:
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	 	Date:	 


 


Appendix 1


 




    	 



    	 



    

 


APPENDIX 2


 


ASSIGNMENT


 


For value received, Oxford Finance LLC
hereby sells, assigns and transfers unto


 


		Name:	[OXFORD TRANSFEREE]



 


Address:_______________________


 


Tax ID:   ______________________________]


 


that certain Warrant to Purchase
Stock issued by ACURA PHARMACEUTICALS, INC. (the “Company”), on [_____] (the “Warrant”) together
with all rights, title and interest therein.


 


	 	 	OXFORD FINANCE LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 
	Date:	 	 	 
	 	 	 	 	 



By its execution below, and for the benefit
of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and
agrees to all other provisions of the Warrant as of the date hereof.


 


	 	 	[OXFORD TRANSFEREE]
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	__________________________________________]


 


Appendix 2


 




    	 



    	 



    

 


SCHEDULE 1


 


Company Capitalization Table


 


See attached