EXHIBIT
10.47

     

    NEXMED,
INC.

    SUBSCRIPTION
AGREEMENT

    AND
INSTRUCTIONS

     

    NO PERSON
WILL BE ACCEPTED AS A PURCHASER PRIOR TO A CLOSING OF THE
OFFERING.  NEXMED, INC. (THE “COMPANY”) RESERVES THE RIGHT
TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOT ANY PROSPECTIVE
PURCHASER LESS THAN THE AMOUNT SUBSCRIBED FOR BY SUCH PROSPECTIVE
PURCHASER.  ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MAY
NOT BE RELIED UPON.

     

    Please
read the Subscription Agreement carefully.  In order to subscribe you
must:

     

    
      	
              1.

            	
              Check
      the appropriate boxes in the Subscription Agreement on pages 13 and
      14.

            


    

     

    
      	
              2.

            	
              Sign
      and complete the appropriate signature page to the Subscription
      Agreement.

            


    

     

    
      	
              3.

            	
              Sign
      and complete the Internal Revenue Service Form W-9 or, if applicable,
      Form W-8BEN (applicable for non-US
  investors).

            


    

     

    
      	
              4.

            	
              Sign
      and complete the enclosed Investor Suitability
    Questionnaire.

            


    

     

    
      	
              5.

            	
              Return
      the above materials along with payment
to:

            


    

     

    NexMed,
Inc.

    c/o
Goodwin Procter LLP

    4365
Executive Drive, 3rd Floor

    San
Diego, California 92121

    Attn:
Ryan A. Murr, Esq.

    Facsimile:
+1 (858) 457-1255

    


    Checks
for the amount subscribed (as indicated on the signature page of the
Subscription Agreement) should be made payable to “NexMed, Inc.” and will be held
until closing, at which time they will be cashed by NexMed.

     

    Alternatively,
payment can be made by wire transfer to the following client trust account
maintained by NexMed’s legal counsel Goodwin Procter, LLP, which funds will
similarly be distributed to NexMed upon the closing of the
transaction:

     

    Citizens
Bank

    Riverside,
R.I.,

    ABA#  

    Swift
#  

    Account
name:  Goodwin Procter LLP

    


    
      
        
           


        

        
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    Account
number # 

    Reference:    NexMed,
Inc. (attn: Ryan Murr)

    


    The
Company will notify investors as to the date and time of any initial closing
and/or final closing of the transaction.

     

    
      	
              6.

            	
              Each
      prospective purchaser may be required to provide such additional
      information as the Company shall reasonably request.  In this
      connection, please note:

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      partnership may be required to provide a copy, among other items, of its
      partnership agreement, as amended, as well as all other documents that
      authorize the partnership to invest in the
  Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      corporation may be required to provide a copy, among other items, of its
      Certificate of Incorporation and Bylaws, as amended, in effect, as well as
      all other documents that authorize the corporation to invest in the
      Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      trust may be required to provide a copy, among other items, of its
      Declaration of Trust or other governing instrument, as amended, as well as
      other documents that authorize the trust to invest in the
      Company.

            


    

     

    
      
        
           


        

        
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    NEXMED,
INC.

     

    SUBSCRIPTION
AGREEMENT

     

    Ladies
and Gentlemen:

     

    1.           Subscription;
Payment.  The undersigned (referred to herein as “Investor”), intending to be
legally bound under this Subscription Agreement (the “Agreement”), hereby
irrevocably agrees to purchase from NexMed, Inc., a Nevada corporation (the
“Company”), this
subscription (the “Subscription”) to purchase the
unsecured promissory note of the Company (the “Note,” and, together with this
Agreement, the “Transaction
Agreements”)), in the form attached hereto as Exhibit A, in an
aggregate principal amount set forth on the signature page attached hereto (the
“Capital
Commitment”).

     

    Investor
shall either:  (i) enclose herewith a certified or official bank check
payable to the Company or (ii) transmit by wire transfer the amount of the
Capital Commitment.  The Company shall deposit all proceeds received
for the Subscription in an account maintained by the Company, pending acceptance
of the Subscription.

     

    2.           Acceptance of Subscription;
Closing.  The Investor understands and agrees that the Company
in its sole discretion reserves the right to accept or reject this or any other
subscription in whole or in part, notwithstanding prior receipt by Investor of
notice of acceptance.  If this Subscription is rejected by the Company
in whole or in part, the Company shall promptly return all funds received from
the Investor without interest or deduction and this Subscription Agreement shall
thereafter be of no further force or effect.  If the Subscription is
accepted in whole or in part, the Company shall notify the Investor of the
date(s) of the closing of the purchase and sale of the Notes (each, a “Closing”), which Closing shall
occur after the close of market at the offices of the Company.

     

    At
Closing, the Company shall deliver to the Investor a Note evidencing the Capital
Commitment, with the original Note to be delivered promptly following the
Closing.

     

    3.           Representations and
Warranties of the Company.  The Company hereby represents and
warrants to the Investor as of the date of Closing as follows:

     

    (a)           The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.  The Company has all required
corporate power and authority to carry on its business as presently conducted,
to enter into and perform the Transaction Agreements and to carry out the
transactions contemplated hereby.

     

    (b)          The
Transaction Agreements are valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
except (i) as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other principles of general application, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.  The execution, delivery and performance of
the Transaction Agreements executed and delivered by the Company pursuant hereto
and the issuance and delivery of the Notes have been duly authorized by all
necessary corporate or other action of the Company.  When, as and if
issued in partial or full payment of amounts due under the Notes, the Company’s
shares of common stock, par value $0.001 per share, (the “Shares”) so issued will be
duly and validly issued, fully paid and non-assessable and free and clear of all
liens and encumbrances, other than restrictions on transfer provided for in the
Transaction Agreements or imposed by applicable securities laws, and shall not
be subject to preemptive or similar rights.

    


    
      
        
           


        

        
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    (c)           The
execution and delivery of the Transaction Agreements by the Company pursuant
hereto, and the issuance and delivery of the Notes, do not and will not: (i)
violate, conflict with, or result in a violation of, or constitute or result in
a default or loss of any benefit under, any provision of the Amended and
Restated Articles of Incorporation (the “Charter”), or bylaws of the
Company, or cause the creation of any encumbrance upon any of its assets; (ii)
violate, conflict with, or result in a violation of, or constitute a default
under, any provision of any applicable law, regulation or rule, or any order of,
or any restriction imposed by, any court or governmental agency of competent
jurisdiction; (iii) require from the Company any notice to, declaration or
filing with, or consent or approval of, any governmental authority or other
third party; or (iv) violate, conflict with, or result in a violation of, or
constitute or result in a default under, accelerate any obligation under, or
give rise to a right of termination of, any material contract, agreement,
permit, license, authorization or other obligation to which the Company is a
party or by which the Company or any of its assets are bound, in each case
except as would not be reasonably expected to have a Material Adverse Effect
(defined below).

     

    (d)          Assuming
the accuracy of the representations and warranties of Investor in this
Agreement, the Notes and, if applicable, the Shares, will be issued in
compliance with all applicable federal and state securities laws.

     

    (e)           The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it under the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, being collectively referred to
herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any
such extension, except where the failure to file on a timely basis would not
have or reasonably be expected to result in a Material Adverse Effect (as
defined below).  As of their respective filing dates, or to the extent
corrected by a subsequent restatement, the SEC Reports complied in all material
respects with the requirements of the Securities Act and the Exchange Act and
the rules and regulations of the United Stated Securities and Exchange
Commission (the “Commission”) promulgated
thereunder.  “Material Adverse Effect” means
a material adverse effect on the results of operations, assets, prospects,
business or financial condition of the Company and its consolidated
subsidiaries, taken as a whole, except that any of the following, either alone
or in combination, shall not be deemed a Material Adverse Effect: (i) effects
caused by changes or circumstances affecting general market conditions in the
U.S. economy or which are generally applicable to the industry in which the
Company operates, provided that such effects are not borne disproportionately by
the Company, (ii) effects resulting from or relating to the announcement or
disclosure of the sale of the Notes or other transactions contemplated by this
Agreement, or (iii) effects caused by any event, occurrence or condition
resulting from or relating to the taking of any action in accordance with this
Agreement.

    


    
      
        
           


        

        
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    (f)           The
financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing (or to the extent corrected by a subsequent restatement).  Such
financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) applied on a consistent
basis during the periods involved, except as may be otherwise specified in such
financial statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
subsidiaries taken as a whole as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial year-end audit
adjustments.

     

    (g)          Attached
hereto as Exhibit B-1 are the audited consolidated financial statements
(including related notes thereto) of Bio-Quant, Inc. (“Bio-Quant”) and its
subsidiaries for the two years ended December 31, 2008 and the unaudited
consolidated financial statements (including any related notes thereto) of
Bio-Quant for the nine months ended September 30, 2009 (collectively, the “Bio-Quant
Financials”).  On December 14, 2009, the Company acquired
Bio-Quant in a merger transaction, the material terms of which are set forth in
the Company’s Current Report on Form 8-K filed with the SEC on December 17,
2009.  Attached hereto as Exhibit B-2 are the unaudited pro forma
condensed combined financial statements of the Company, as adjusted to give
effect to the acquisition of Bio-Quant for the year ended December 31, 2008, and
for the nine months ended and as of September 30, 2009 (the “Pro Forma Financials” and,
together with the Bio-Quant Financials, the “Supplemental Financial
Information”).

    


    (h)          Since
the date of the latest audited financial statements included within the SEC
Reports and except as set forth in the Supplemental Financial Information or as
specifically disclosed herein or in a subsequent SEC Report filed prior to the
date hereof, (i) there have been no events, occurrences or developments that
have had or would reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect, (ii) the Company has not incurred any
material liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company's
financial statements pursuant to GAAP or disclosed in filings made with the SEC,
(iii) the Company has not altered materially its method of accounting or the
manner in which it keeps its accounting books and records, and (iv) the Company
has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital stock (other than in connection with
repurchases of unvested stock issued to employees of the Company).

     

    (i)           Assuming
the accuracy of Investor’s representations and warranties set forth in Section 4
of this Agreement and the accuracy of the information disclosed in the Investor
Suitability Questionnaire provided by Investor, no registration under the
Securities Act is required for the offer and sale of the Notes (and any Shares
issuable thereunder) by the Company to Investor under the Transaction
Agreements.

    


    
      
        
           


        

        
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    4.           Representations and
Warranties.  Investor hereby acknowledges, represents and
warrants to, and agrees with, the Company as follows:

     

    (a)           Investor
understands that the offering and sale of the Notes (and any Shares issuable
thereunder) are intended to be exempt from registration under the Securities Act
as a private placement of securities by virtue of Section 4(2) of the Securities
Act, and in accordance therewith and in furtherance thereof, Investor represents
and warrants and agrees as follows:

     

    (i)           Investor
has been afforded an opportunity to review information relating to the Company,
the Company’s business and finances, the offering by the Company of the Notes
(and any Shares issuable thereunder) and any and all other information deemed
relevant by Investor in order to make an informed investment decision regarding
the Notes (and any Shares issuable thereunder) (collectively, the “Information”), and has
reviewed and received such Information and understands the Information and the
Transaction Agreements;

     

    (ii)          Investor
acknowledges that all documents, records and books pertaining to this investment
(including, without limitation, the Information) have been made available for
inspection by Investor, Investor’s attorney, accountant or
advisor(s);

     

    (iii)         Investor
and/or Investor’s advisor(s) has/have had a reasonable opportunity to ask
questions of and receive answers from a person or persons on behalf of the
Company concerning the offering of the Notes (and any Shares issuable
thereunder) and all such questions have been answered to the full satisfaction
of Investor;

     

    (iv)        
No oral or written representations have been made other than as stated, or in
addition to those stated, in the Information, and no oral or written information
furnished to Investor or Investor’s advisors in connection with the offering of
the Notes (and any Shares issuable thereunder) was in any way inconsistent with
the information stated in the Information;

     

    (v)      
   Investor is not subscribing for the Notes (or any Shares
issuable thereunder) as a result of or subsequent to any advertisement, article,
notice, other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or presented at any seminar or
meeting, or any solicitation of a subscription by a person other than a
representative of the Company;

     

    (vi)   
     If Investor is a natural person, Investor has
reached the age of majority in the jurisdiction in which Investor
resides;

     

    (vi)        The
address set forth below is Investor’s true and correct domicile;

    


    
      
        
           


        

        
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    (vii)       Investor
has adequate means of providing for Investor’s current financial needs and
contingencies, is able to bear the substantial economic risks of the purchase of
the Notes (including the potential repayment of the Notes in Shares) for an
indefinite period of time, has no need for liquidity in such investment, and, at
the present time, could afford a complete loss of such investment;

     

    (ix)         Investor
has such knowledge and experience in financial, tax and business matters so as
to enable Investor to utilize the information made available to Investor in
connection with the offering of the Notes (and any Shares issuable thereunder)
to evaluate the merits and risks of an investment in the Company and to make an
informed investment decision with respect thereto;

     

    (x)          Investor
is not relying on the Company with respect to the legal, tax and other economic
considerations of an investment and has obtained, or had the opportunity to
obtain the advice of Investor’s own legal, tax and other advisors;

     

    (xi)         Investor
will not sell or otherwise transfer the Notes (or any Shares issuable
thereunder) without registration under the Securities Act or applicable state
securities laws or an exemption therefrom.  Neither the Notes nor any
Shares issuable thereunder have been registered under the Securities Act or
under the securities laws of any other jurisdiction.  Investor
represents that Investor is purchasing the Notes (and any Shares issuable
thereunder) for Investor’s own account, for investment and not with a view to
resale or distribution except in compliance with the Securities
Act.  Investor has not offered or sold any portion of the Notes being
acquired (or any Shares issuable thereunder) nor does Investor have any present
intention of selling, distributing or otherwise disposing of any portion of the
Notes (or any Shares issuable thereunder), either currently or after the passage
of a fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance in violation of the
Securities Act.  Investor is aware that an exemption from the
registration requirements of the Securities Act pursuant to Rule 144 promulgated
thereunder is not presently available; that the Company has no obligation to
register Investor’s Notes (or any Shares issuable thereunder) or to make
available an exemption from the registration requirements pursuant to such Rule
144 or any successor rule for resale of Investor’s Notes (or any Shares issuable
thereunder);

     

    (xii)        Investor
(A) was not organized or reorganized for the specific purpose of acquiring the
Notes (or any Shares issuable thereunder), (B) has made investments prior to the
date hereof, and each beneficial owner thereof has and will share the same
proportion in each investment and (C) Investor’s investment in the Company will
not constitute more than forty percent (40%) of Investor’s total
capital;

    


    
      
        
           


        

        
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    (xiii)       INVESTOR
UNDERSTANDS AND ACKNOWLEDGES THAT HIS OR HER INVESTMENT IN THE COMPANY INVOLVES
A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL MEANS
WHO HAVE NO IMMEDIATE NEED FOR LIQUIDITY OF THE AMOUNT INVESTED, AND THAT SUCH
INVESTMENT INVOLVES A RISK OF LOSS OF ALL OR A SUBSTANTIAL PART OF SUCH
INVESTMENT; and

     

    (xiv)       Investor
is an “accredited investor” within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act.

     

    (b)          Investor’s
overall commitment to investments which are not readily marketable is reasonable
in relation to Investor’s net worth.

     

    (c)          Investor
hereby agrees to provide such information and to execute and deliver such
documents as may reasonably be necessary to comply with any and all laws and
ordinances to which the Company is subject, including, without limitation, such
additional information as the Company may deem appropriate with regard to
Investor’s suitability.

     

    (d)          Investor
acknowledges:

     

    (i)           In
making an investment decision Investor has relied on Investor’s own examination
of the Company and the terms of the offering of the Notes (and any Shares
issuable thereunder), including the merits and risks involved.  THE
NOTES (AND ANY SHARES ISSUABLE THEREUNDER) OFFERED IN THIS SUBSCRIPTION
AGREEMENT HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE
INFORMATION OR THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE;

     

    (ii)          Investor,
if executing the Transaction Agreements in a representative or fiduciary
capacity, has full power and authority to execute and deliver the Transaction
Agreements in such capacity and on behalf of the subscribing individual, ward,
partnership, trust, estate, corporation, limited liability company or other
entity for whom Investor is executing the Transaction Agreements, and such
individual, ward, partnership, trust, estate, corporation, limited liability
company or other entity has full right and power to perform pursuant to the
Transaction Agreements and make an investment in the Company; and

     

    (iii)         The
representations, warranties, and agreements of Investor contained herein and in
any other writing delivered in connection with the transactions contemplated
hereby shall be true and correct in all respects on and as of the date of the
sale of the Notes as if made on and as of such date and shall survive the
execution and delivery of the Transaction Agreements and the purchase of the
Notes.

    


    
      
        
           


        

        
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    (e)          Investor
understands that the Notes being offered and sold (and any Shares issuable
thereunder) to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such Investor’s
compliance with, the representations, warranties, agreements, acknowledgements
and understandings of such Investor set forth herein in order to determine the
availability of such exemptions and the eligibility of such Investor to acquire
the Notes.

     

    (f)           The
Investor acknowledges that the Supplemental Financial Information attached
hereto is confidential and may constitute material non-public information until
such time as this information is publicly disclosed.  Investor further
acknowledges that he/she has agreed to maintain such information in confidence
and to not trade in Company securities on the basis of such
information.

     

    5.           Conditions to
Closing.

     

    (a)          The
obligation of Investor to acquire Notes at the Closing is subject to the
fulfillment of the following, on or prior to the date of Closing of the
following (unless waived by Investor):

     

    
      (i)           The
representations and warranties of the Company contained in Section 3 herein
shall be true and correct in all material respects (except for those
representations and warranties which are qualified as to materiality, in which
case such representations and warranties shall be true and correct in all
respects) as of the date of Closing, as though made on and as of such date,
except for such representations and warranties that speak as of a specific
date.

    

     

    
      (ii)          The
Company shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by the Transaction
Agreements to be performed, satisfied or complied with by it at or prior to the
Closing and shall have obtained in a timely fashion any and all consents,
permits, approvals, registrations and waivers necessary for consummation of the
purchase and sale of the Notes, all of which shall be and remain so long as
necessary in full force and effect.

    

     

    (iii)         the
Company shall deliver to the Investor:

     

    (1)          this
Agreement, duly executed by the Company; and

     

    
      (2)          a
facsimile copy of the Notes, in the name of the name of Investor as set forth on
the signature page hereto, with the original Notes to be delivered as promptly
as practicable following the Closing.

    

     

    (b)           On
or prior to the Closing, the Investor shall issue, deliver or cause to be
delivered to the Company the following:

    


    
      
        
           


        

        
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    (i)           The
representations and warranties of the Investor contained in Section 4 herein
shall be true and correct in all material respects (except for those
representations and warranties which are qualified as to materiality, in which
case such representations and warranties shall be true and correct in all
respects) as of the date when made and as of the date of Closing, as though made
on and as of such date, except for such representations and warranties that
speak as of a specific date.

     

    
      	
               
      

            	
               

            	
              (ii)         
      Investor shall have performed, satisfied and complied in all material
      respects with all covenants, agreements and conditions required by the
      Transaction Agreements to be performed, satisfied or complied with by it
      at or prior to the Closing and shall have obtained in a timely fashion any
      and all consents, permits, approvals, registrations and waivers necessary
      for consummation of the purchase and sale of the Notes, all of which shall
      be and remain so long as necessary in full force and
    effect.

            


    

     

    (iii)         Investor
shall deliver to the Company:

     

    
      (1)         
this
Agreement, duly executed by Investor;

    

     

    
      (2)          the
Capital Commitment, in United States dollars and in immediately available funds,
and completed Internal Revenue Service Form W-9 or, if applicable, W-8BEN;
and

    

     

    
      (3)          an
executed and completed Investor Suitability Questionnaire, attached hereto as
Exhibit
C.

    

     

    6.           Legend of Certificates;
Transfer.  Each certificate evidencing the Notes and the Shares
shall bear the following (or substantially equivalent) legends on the face or
reverse side thereof:

     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.  NO SALE, GIFT, TRANSFER OR OTHER DISPOSITION
THEREOF OR OF ANY INTEREST THEREIN SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL
SUCH SECURITIES ARE (I) REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT AND
REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR ‘BLUE SKY’ LAWS OR
(II) EXEMPT FROM SUCH REGISTRATION.”

     

    Any
certificate issued at any time in exchange or substitution for any certificate
bearing such legends (except a new certificate issued upon the completion of a
public distribution of Shares represented thereby) shall also bear such legends,
unless in the opinion of counsel to the Company, the securities represented
thereby need no longer be subject to the restrictions contained
herein.  Investor will not sell or otherwise transfer any Notes or
Shares acquired by such Investor except pursuant to registration under the
Securities Act or in accordance with an opinion of counsel satisfactory to the
Company to the effect that registration under the Securities Act is not required
in connection with such transfer.  The provisions of this Subscription
Agreement shall be binding upon, and shall inure to the benefit of, Investor and
all subsequent holders of the Notes or Shares who acquired such Notes or Shares
directly or indirectly from Investor in a transaction or series of transactions
not involving any public offering.

    


    
      
        
           


        

        
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    7.           Indemnification.  Investor
agrees to indemnify and hold harmless the Company its officers, members,
directors, employees, consultants, advisors, attorneys, agents and affiliates
against any and all loss, liability, claim, damage and expense whatsoever
(including, without limitation, any and all expenses reasonably incurred in
investigating, preparing, or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by Investor to comply with any
covenant or agreement made by Investor herein or in any other document furnished
by Investor to any of the foregoing in connection with this
transaction.

     

    8.           Irrevocability; Binding
Effect; Entire Agreement.  Investor hereby acknowledges and
agrees that the Subscription hereunder is irrevocable by Investor, that, except
as required by law, Investor is not entitled to cancel, terminate or revoke this
Agreement or any agreements of Investor hereunder, and that this Agreement and
such other agreements shall survive the death or disability of Investor and
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns.  If Investor is more than one person, the obligations of
Investor hereunder shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his/her heirs, executors,
administrators, successors, legal representatives and permitted
assigns.  The Transaction Agreements set forth the entire agreement
and understanding among the parties hereto with respect to the transactions
contemplated hereby and supersedes any and all prior agreements and
understandings relating to the subject matter hereof.

     

    9.           Specific
Performance.  The parties hereto specifically acknowledge that
monetary damages are not an adequate remedy for violations of this Agreement,
and that any party hereto may, in its sole discretion, apply to a court of
competent jurisdiction for specific performance or injunctive or such other
relief as such court may deem just and proper in order to enforce this Agreement
or prevent any violation hereof and, to the extent permitted by applicable law
and to the extent the party seeking such relief would be entitled to the merits
to obtain such relief, each party waives any objection to the imposition of such
relief.

     

    10.           Modification.  Neither
this Agreement nor any provisions hereof shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any such waiver, modification, discharge or termination is
sought.

     

    11.           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by registered or certified mail, postage prepaid, or
otherwise delivered by facsimile transmission, by hand or by messenger,
addressed:

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    (a)           If
to the Company, to:

     

    NexMed,
Inc.

    6330
Nancy Ridge Drive, Suite 103

    San
Diego, California 92121

    Attention:  Chief
Executive Officer

    Facsimile
number: (858) 587-2131

    


    or at
such other address as the Company shall have furnished to the Investors, with a
copy (which shall not constitute notice) to Goodwin Procter LLP, 4365 Executive
Drive, 3rd Floor,
San Diego, California 92121, Attn.: Ryan Murr.

    


    (b)           If
to Investor, at the address set forth on the signature page hereof (or, in
either case, to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 11).

     

    Each such
notice or other communication shall for all purposes of this Agreement be
treated as effective or having been given when delivered if delivered
personally, if sent by facsimile, the first business day after the date of
confirmation that the facsimile has been successfully transmitted to the
facsimile number for the party notified, or, if sent by mail, at the earlier of
its receipt or 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid.

     

    12.         Assignability.  This
Agreement and the rights and obligations hereunder are not transferable or
assignable by the Investor.

     

    13.         Applicable Law;
Jurisdiction.  This Agreement shall be governed in all respects
by the internal laws of the State of California without regard to conflict of
laws provisions.  The parties hereto (i) designate the courts of the
City and County of San Diego, California as the forum where all matters
pertaining to this Agreement may be adjudicated, and (ii) by the foregoing
designation, consent to the exclusive jurisdiction and venue of such courts for
the purpose of adjudicating all matters pertaining to this
Agreement.

     

    14.         Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     

    15.         Counterparts.  This
Agreement may be executed by facsimile, in any number of counterparts, each of
which shall be an original and all of which together shall constitute one
instrument.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    16.         Nature of
Subscriber.  Investor is (check one):

     

    
      
        
          
            	
                     ̈

                  	
                    (a)

                  	
                    One
      or more individuals

                  
	 
      	 
      	 
      
	
                     ̈

                  	
                    (b)

                  	
                    A
      corporation

                  
	 
      	 
      	 
      
	
                     ̈

                  	
                    (c)

                  	
                    A
      partnership

                  
	 
      	 
      	 
      
	
                     ̈

                  	
                    (d)

                  	
                    A
      trust

                  
	 
      	 
      	 
      
	
                     ̈

                  	
                    (e)

                  	
                    Another
      entity or organization, namely

                  
	 
      	 
      	 
      
	 
      	 
      	
                    _____________________
      (please specify)

                  


          

        

      

    

     

    17.         Limitations on Investment in
Investment Companies.

     

    If
Investor is not an individual, initial the box below that correctly describes
the application of the following statement to your situation: Investor would
not, upon acquiring the Notes and Shares, have more than ten percent (10%) of
its assets invested in one or more investment companies that rely solely on the
exclusion from the definition of “investment company” provided in Section
3(c)(1)(A) of the Investment Company Act of 1940:*

     

    
      
        
          
            	
                     ̈

                  	
                    True

                  
	 
      	 
      
	
                     ̈

                  	
                    False

                  


          

        

      

    

     

    If the
“False” box is checked, Investor will as of the Closing have ___________
individual stockholders, partners or other record owners and non-individual
stockholders, partners or other record owners.  Those non-individual
stockholders, partners or other record owners to whom application of the above
statement would be “False” have an aggregate of ___________ ultimate beneficial
owners who are either individuals or to whom application of the above statement
and the above statement would be “True.”

    
       

      
        

      

    

    
      	
              *

            	
              Section
      3(c)(1)(A) provides, in pertinent
part:

            


    

     

    “[N]one
of the following persons is an investment company. . .

     

    (1)          Any
issuer whose outstanding securities (other than short-term paper) are
beneficially owned by not more than one hundred persons and which is not making
and does not presently propose to make a public offering of its
securities.  For purposes of this paragraph:

     

    (A)        Beneficial
ownership by a company shall be deemed to be beneficial ownership by one person,
except that, if such company owns 10 per centum or more of the outstanding
voting securities of the issuer, the beneficial ownership shall be deemed to be
that of the holders of such company’s outstanding securities (other than
short-term paper) unless, as of the date of the most recent acquisition by such
company of securities of that issuer, the value of all securities owned by such
company of all issuers which are or would, but for the exception set forth in
this subparagraph, be excluded from the definition of investment company solely
by this paragraph, does not exceed 10 per centum of the value of the company’s
total assets. . . .”

    

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    19.         Matters Relating to the
Undersigned’s Ownership of the Shares.

     

    (a)           All
correspondence relating to Investor’s investment should be sent (check
one):

     

    
      	
               
      

            	
               ̈

            	
              (i)     
      to the address of Investor set forth on the signature page
      hereof

            


    

     

    
      	
               
      

            	
               ̈

            	
              (ii)     to
      the following address:

            


    

     

    
      

    

     

    
      
        

      

       

      
        
          

        

      

    

     

    (b)           Investor
may be contacted by telephone at the following telephone numbers:

     

    
      	 	
              (i)
             Home telephone:

            	
              __________________________

            


    

     

    
      	 	
              (ii)       Business
      telephone:

            	
              __________________________

            


    

     

    
      	 	
              (iii)      Facsimile
      telephone:

            	
              __________________________

            


    

     

    (c)           Investor
may be contacted by electronic mail at the following email address:

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    SUBSCRIPTION
AGREEMENT SIGNATURE PAGE

    FOR
INDIVIDUALS

     

    IN
WITNESS WHEREOF, the undersigned executed this Agreement this            
21             
day of                         
January                         
, 2010.

      

    
      
        	
                Capital
      Commitment

              	 
      	
                Jacob May

              
	
                (principal
      amount of Note to be purchased):

              	 
      	
                Print
      Name

              
	 
      	 
      	 
      
	
                $1,500,000

              	 
      	
                /s/ Jacob May

              
	 
      	 
      	
                Signature
      of Investor

              
	 
      	 
      	 
      
	
                Price
      per Share for repayment of Note:

              	 
      	
                   

              
	 
      	 
      	
                Social
      Security / Taxpayer ID Number

              
	 
      	 
      	 
      
	
                0.36¢

              	
                  

              	
                   

              
	 
      	 
      	 
      
	 
      	 
      	
                  

              
	 
      	 
      	
                Residence
      Address

              


      

    

     

    If the
purchaser has indicated that the Notes will be held as JOINT TENANTS, as TENANTS
IN COMMON, or as COMMUNITY PROPERTY, please complete the following:

     

    
      
        	 
      	
                   

              
	 
      	
                Print
      Name of Spouse or Other Purchaser

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Signature
      of Spouse or Other Purchaser

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Social
      Security Number

              


      

    

     

    ACCEPTED
AND AGREED:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                NEXMED,
      INC.

                              	 
	 	 	 
	 	
                                By:

                              	
                                /s/ Mark Westgate

                              	 
	 	
                                Name:

                              	
                                Mark
      Westgate

                              	 
	 	
                                Title:

                              	
                                VP
      & CFO

                              	 
	 	 	 	 
	 	
                                Dated:  

                              	
                                    
      January 21      , 2010

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    SUBSCRIPTION
AGREEMENT SIGNATURE PAGE

    FOR
PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES

     

    IN
WITNESS WHEREOF, the undersigned has executed this Agreement this                     5th                     
day of                
February               
, 2010.

     

    
      
        
          
            
              	
                      Capital
      Commitment

                    	 
      	
                      Leon
      May Trust I.

                    
	
                      (principal
      amount of Note to be purchased):

                    	 
      	
                      u/w Mortimer May

                    
	 
      	
                         

                    	
                      Print
      Name of Partnership, Corporation, Trust

                      or
      other Entity

                    
	
                      250,000.00

                    	 
      	 
      
	 
      	 
      	
                      By:

                    	
                      /s/ Leon May

                    
	
                      Price
      per Share for repayment of Note:

                    	 
      	 
      	
                      (Signature
      of Authorized Signatory)

                    
	
                       

                    	 
      	 
      	
                      Leon
      May Trust I.

                    
	
                      0.40¢

                    	 
      	
                      Name:   

                    	
                      u/w Mortimer May

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	 
      	
                      Address:
      __________________________________________

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Jurisdiction
      where organized: __________________________

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Taxpayer
      Identification

                    
	 
      	 
      	
                      Number:
      __________________________________________

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Date
      of Formation: __________________________________

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Address
      of Authorized Officer of Subscriber:

                    
	 
      	 
      	 
      
	 
      	 
      	
                        

                    
	 
      	 
      	 
      
	 
      	 
      	
                        

                    


            

          

        

      

    

     

    ACCEPTED
AND AGREED:

    


    
      
        
          
            
              
                
                  
                    
                      	 	
                              NEXMED,
      INC.

                            	 
	 	 	 
	 	
                              By:

                            	
                              /s/ Mark Westgate

                            	 
	 	
                              Name:   

                            	
                              Mark
      Westgate

                            	 
	 	
                              Title:

                            	
                              V.P.
      & CFO

                            	 
	 	 	 	 
	 	
                              Dated:

                            	
                                  
      2/5/10             
      , 2010

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    SUBSCRIPTION
AGREEMENT SIGNATURE PAGE

    FOR
INDIVIDUALS

     

    IN
WITNESS WHEREOF, the undersigned executed this Agreement this                   22nd     
day of                    January                  ,
2010.


     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Capital
      Commitment

                              	 	
                                Foun-Chung
      Fan                                                               

                              
	
                                (principal
      amount of Note to be purchased):

                              	 	
                                Print
      Name

                              
	 	 	 
	 
      	 	
                                /s/ Foun-Chung
      Fan                                                               

                              
	
                                $550,000

                              	 	
                                Signature
      of Investor

                              
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
                                Social
      Security / Taxpayer ID Number

                              
	
                                Price
      per Share for repayment of Note:

                              	 	 
      
	
                                  

                              	 	
                                   

                              
	
                                0.40¢

                              	 	 
      
	 
      	 	
                                    

                              
	 
      	 	
                                Residence
      Address

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    If the
purchaser has indicated that the Notes will be held as JOINT TENANTS, as TENANTS
IN COMMON, or as COMMUNITY PROPERTY, please complete the
following:


     

    
      
        	 
      	
                   

              
	 
      	
                Print
      Name of Spouse or Other Purchaser

              
	 
      	 
      
	 
      	
                   

              
	 
      	
                Signature
      of Spouse or Other Purchaser

              
	 
      	 
      
	 
      	
                   

              
	 
      	
                Social
      Security Number

              


      

    

     

    ACCEPTED
AND AGREED:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                NEXMED,
      INC.

                              	 
	 	 	 
	 	
                                By:

                              	
                                /s/ Mark Westgate

                              	 
	 	
                                Name: 

                              	
                                Mark
      Westgate

                              	 
	 	
                                Title:

                              	
                                VP
      & CFO

                              	 
	 	 	 	 
	 	
                                Dated:

                              	
                                    
      January 21       ,
    2010

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    


    Form
of Note

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      -
CONFIDENTIAL - 

       

      NOTE
NON-DISCLOSURE AND NON-USE OBLIGATIONS

    

    


    Exhibit
B-1

    


    Historical
Bio-Quant Financials

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    -
CONFIDENTIAL - 

     

    NOTE
NON-DISCLOSURE AND NON-USE OBLIGATIONS

     

    Exhibit
B-2

    


    Pro
Forma Financials

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
C

    


    Investor
Suitability Questionnaire