Unassociated Document


    EXHIBIT 4.6

    


    THE SECURITIES REPRESENTED BY THIS
WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON EXERCISE OF THE
WARRANT) ARE SUBJECT TO ADDITIONAL AGREEMENTS SET FORTH IN THE WARRANT AGENT
AGREEMENT (THE “WARRANT
AGENT AGREEMENT”) DATED AS
OF SEPTEMBER 17, 2010 BY
AND BETWEEN THE COMPANY AND THE WARRANT AGENT NAMED THEREIN (THE “WARRANT AGENT”).

    


    APRICUS BIOSCIENCES,
INC.

    Warrant for the Purchase
of

    Shares of Common Stock, Par Value $0.001
per Share

     

    No. __

    Issue Date: _____  __,
2010

    CUSIP # 03832V
117


     

    THIS CERTIFIES
that, _____, or its
registered assigns, is the registered holder of this Warrant (the “Holder”) to subscribe for, and purchase from,
Apricus Biosciences, Inc., a Nevada corporation (the “Company”), upon the terms and conditions set
forth herein, at any time
or from time to time after the date this warrant is issued (the “Initial Exercise
Date”) until five years after the Issue Date
(the “Exercise
Period”), up to an aggregate of ____________
shares of common stock, par value $0.001 per share (the “Common
Stock”), of the Company. This Warrant is
initially exercisable at a price of $___ per share, subject to adjustment as
described in this Warrant.  The term “Exercise
Price” shall mean, depending on the context,
the initial exercise price (as set forth above) or the adjusted
exercise price per share.  The Company may, in its sole discretion,
reduce the then current Exercise Price to any amount or extend the Exercise
Period, at any time. Such modifications to the Exercise Price or Exercise
Period may be temporary or
permanent.

     

    As used herein, the term “this
Warrant” shall mean and include this Warrant and
any Warrant or Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part. Each share of Common Stock issuable upon the exercise
hereof shall be hereinafter referred to as a “Warrant
Share.”

     

    1.           Exercise of this
Warrant.

     

    (a)           Subject
to the terms of this Warrant, this Warrant may be exercised at any time in whole
and from time to time in part, at the option of the Holder, on or after the
Initial Exercise Date and on or prior to the end of the Exercise Period. This
Warrant shall initially be exercisable in whole or in part for that number of
fully paid and nonassessable shares of Common Stock as indicated on the first
page of this Warrant, for an exercise price per share equal to the Exercise
Price, by delivery to the Warrant Agent, or at such other place as is designated
in writing by the Company, of:

     

    (i)           a
completed and duly executed Exercise Notice, in the form set forth in Exhibit A-1 for
Warrants held through the Depository Trust Company (the “DTC”) or on the form
set forth in Exhibit
A-2 for Warrants not held through the DTC, executed by the Holder
exercising all or part of the purchase rights represented by this
Warrant;

     

    (ii)          this
Warrant (unless the Warrant was issued in book-entry form); and

     

    (iii)         subject
to Section 1(c) below, payment of an amount equal to the product of
the Exercise Price multiplied by the number of shares of Common Stock being
purchased upon such exercise in the form of, at the Holder’s option, (A) a
certified or bank cashier’s check payable to the Company, or (B) a wire
transfer of funds to an account designated by the Company.

     

    (b)           As
used herein:

     

    (i)           
“Fair Market Value” of
a security shall mean, on any given day, the average of the last reported sale
prices for the last ten (10) trading days as officially reported by the
principal securities exchange or “over the counter” (including on the pink
sheets or bulletin board) exchange on which the Common Stock is listed or
admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange or sold “over the counter,” the
average closing sale price as furnished by the NASD through Nasdaq or similar
organization if Nasdaq is no longer reporting such information, or if the Common
Stock is not quoted on Nasdaq, as determined in good faith by resolution of the
Board of Directors of the Company, the “Fair Market Value” shall be as
determined by the Board of Directors of the Company in good faith, absent
manifest error.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           In
the event that a registration statement covering the Warrant Shares is not
effective at the time of the exercise of this Warrant, this Warrant may only be
exercised during the Exercise Period in such circumstance by means of a
“cashless exercise” in which the Holder shall be entitled to receive, without
the payment by the Holder of any additional consideration, a certificate for the
number of Warrant Shares equal to the number as is computed using the following
formula:

     

    X = Y
(A-B)

        
A

     

    Where:

    


    X = the number of Warrant Shares to be
issued to the Holder pursuant to this Warrant.

    Y = the number of Warrant Shares covered
by this Warrant with respect to which the cashless exercise election is made
pursuant to this
Section 1(c).

    A = the Fair Market Value (as defined
above) of one Warrant Share.

    B = the Exercise Price in effect at the
time the cashless exercise election is made pursuant to this
Section 1(c).

     

    (d)           Upon
the exercise of this Warrant, the Company shall issue and cause promptly to be
delivered upon such exercise to, or upon the written order of, the Holder a
certificate or certificates for the number of full Warrant Shares to which such
Holder shall be entitled; provided, that, unless instructed otherwise in writing
by the Holder, such certificate shall be issued in book-entry form and shall be
credited to the Holder’s brokerage account through the DTC’s Deposit Withdrawal
at Custodian system as indicated on the attached Exhibit
A.  Any reference in this Warrant to the issuance of a
certificate or the certificates representing the Warrant Shares shall also be
deemed a reference to the book-entry issuance of such Warrant
Shares.

     

    (e)           If
this Warrant is exercised in respect of less than all of the Warrant Shares
evidenced by this Warrant at any time prior to the end of the Exercise Period, a
new Warrant evidencing the remaining Warrant Shares shall be issued to the
Holder, or its nominee(s), without charge therefor.

     

    (f)           Subject
to compliance with any applicable securities laws, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with a written assignment of
this Warrant substantially in the form attached hereto as Exhibit B  duly
executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. Any such transfer
shall be immediately recorded in the Company’s books, records and warrant
register.

     

    (g)           In
addition to any other rights available to the Holder, if the Company fails to
cause the Warrant Agent to transmit to the Holder a certificate or the
certificates representing the Warrant Shares pursuant to an exercise on or
before the Warrant Share Delivery Date (as defined in the Warrant Agent
Agreement), and if after such date the Holder is required by its broker to
purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm is required to purchase, shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the
Company shall (A) pay in cash to the Holder the amount, if any, by which
(x) the Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (A) of the
immediately preceding sentence the Company shall be required to pay the Holder
$1,000.  The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.           Adjustment.  The
Exercise Price for the Warrants in effect from time to time shall be subject to
adjustment as follows:

     

    (a)           If
the Company, at any time while this Warrant is outstanding: (i) subdivides
outstanding shares of Common Stock into a larger number of shares,
(ii) combines (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (iii) issues by
reclassification of shares of the Common Stock any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment required by this
Section 2(a) shall be made immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

     

    (b)           If
the Company, at any time while this Warrant is outstanding, shall distribute to
all or substantially all holders of Common Stock (and not to the Holder)
evidence of its indebtedness or assets (including cash and cash dividends) or
rights or warrants to subscribe for or purchase any security other than the
Common Stock, then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which (i) the denominator shall be the Fair Market Value per
share of Common Stock determined as of the record date mentioned above and
(ii) the numerator shall be such Fair Market Value per share of Common
Stock on such record date  less  the
then per share fair market value at such record date of the portion of such
evidence of indebtedness or assets (including cash and cash dividends) or rights
or warrants to subscribe for or purchase any security other than the Common
Stock so distributed applicable to one outstanding share of the Common Stock,
which fair market value shall be reduced by the fair market value of
consideration, if any, paid to the Company by holders of Common Stock in
exchange for such evidence of indebtedness or assets or rights or warrants so
distributed, in each case as such Fair Market Value is determined by the Board
of Directors of the Company in good faith. In either case, the adjustments shall
be described in a statement provided to the Holder of the portion of evidences
of indebtedness or assets (including cash and cash dividends) or rights or
warrants to subscribe for or purchase any security other than the Common Stock
so distributed or such subscription rights applicable to one share of Common
Stock. Such adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned
above.

     

    (c)           All
calculations under this Section 2 shall be made to the nearest
cent.

     

    (d)           The
Company shall not be required upon the exercise of this Warrant to issue any
fractional shares.  In the event that this Warrant is being exercised in
part, the exercise election may only be made with respect to whole
shares.  In the event that this Warrant is being exercised in full and
a fractional share would otherwise be issuable upon such exercise of the
Warrant, then the number of Warrant Shares to be issued will be rounded up to
the next whole share.

     

    3.           Registration.  If
the registration statement covering the Warrant Shares issued on exercise of the
Warrants is no longer effective (including by reason of a post-effective
amendment to the registration statement which has not yet been declared
effective), then this Warrant may only be exercised on a cashless basis pursuant
to Section 1(c) above.  In such case, the Warrant Shares
shall, if required under the Securities Act of 1933 and the rules and
regulations promulgated thereunder (the “Securities Act”), be subject to a stop
transfer order and the certificate or certificates representing the Warrant
Shares shall bear appropriate restrictive legends, unless such Warrant Shares
are eligible for resale without restriction under the Securities
Act.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.           Loss,
etc.  The Company covenants that upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate, of like date, tenor and denomination, in lieu
of such Warrant or stock certificate.

     

    5.           Limit on Issuance
Obligation.  The Company shall not be obligated to issue any
shares of Common Stock upon exercise of this Warrant if the issuance of such
shares of Common Stock would cause a breach or violation of the Company’s
obligations under any applicable rules or regulations of any market on
which the Company’s securities trade.

     

    6.           Ownership
Limitation.  The Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, to the extent that after giving effect to such issuance after exercise,
such Holder (together with such Holder’s affiliates, and any other person or
entity acting as a group together with such Holder or any of such Holder’s
affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by such Holder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which would be issuable
upon (A) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by such Holder or any of its affiliates and (B) exercise
or conversion of the unexercised or nonconverted portion of any other securities
of the Company subject to a limitation on conversion or exercise analogous to
the limitation contained herein beneficially owned by such Holder or any of its
Affiliates. Except as set forth in the preceding sentence, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock issuable upon exercise of this Warrant. The Beneficial
Ownership Limitation provisions of this section may be waived by such Holder, at
the election of such Holder, upon not less than 61 days’ prior notice to
the Company to change the Beneficial Ownership Limitation applicable to such
Holder up to 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon
exercise of this Warrant, and the provisions of this section shall continue to
apply. Upon such a change by a Holder of the Beneficial Ownership Limitation
from such 4.99% limitation to such higher limitation (not to exceed 9.99%), the
Beneficial Ownership Limitation may not be further waived by such Holder. The
provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this section to correct
this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.

     

    7.           Status as a
Stockholder.

     

    (a)           The
Holder shall not have, solely on account of its status as a holder of a Warrant,
any rights of a stockholder of the Company, either at law or in equity, or to
any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

     

    (b)           No
provision hereof, in the absence of affirmative action by the Holder to receive
Warrant Shares, and no enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of Company, whether such liability
is asserted by Company or by creditors of Company.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    8.          
Fundamental
Transaction.

     

    (a)           If,
at any time while this Warrant is outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects any merger or
consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or
another Person) is completed pursuant to which holders of Common Stock are
permitted to sell, tender or exchange their shares for other securities, cash or
property and such offer has been accepted by the holders of 50% or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one
or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for
securities other than the Company’s securities, cash or property, (v) the
Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than
50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such stock
or share purchase agreement or other business combination) (each a “Fundamental
Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, in lieu of each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental
Transaction (without regard to any limitation in Section 6 on the exercise
of this Warrant), the number of shares of Common Stock of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and
any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in
Section 6 on the exercise of this Warrant).

     

    (b)           For
purposes of any such exercise, the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration.  If
holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental
Transaction. 

     

    (c)           The
Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to
assume in writing all of the obligations of the Company under this Warrant and
the other Transaction Documents in accordance with the provisions of this
Section 8 pursuant to a written agreement in customary form and substance
prior to such Fundamental Transaction and shall, at the option of the holder of
this Warrant, deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in
form and substance to this Warrant which is exercisable, as applicable, for any
Alternate Consideration and/or a corresponding number of shares of capital stock
of such Successor Entity (or its parent entity) equivalent to the shares of
Common Stock issuable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental
Transaction.  Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Warrant
and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the
Company and shall assume all of the obligations of the Company under this
Warrant and the other Transaction Documents with the same effect as if such
Successor Entity had been named as the Company herein.  For purposes of
this Warrant, “Person” means an individual, sole proprietorship, corporation,
partnership, limited partnership, limited liability company, association, joint
venture, trust, statutory trust, unincorporated organization, estate or other
mutual company, joint stock company, estate, union, employee organization, bank,
trust company, land trust or other organization, whether or not a legal
entity.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9.           Notices.  All
notices that are required or permitted hereunder shall be in writing and shall
be sufficient if personally delivered or sent by registered or certified mail or
Federal Express or other nationally recognized overnight delivery service. Any
notices shall be deemed given upon the earlier of the date when received at, or
the third day after the date when sent by registered or certified mail or the
day after the date when sent by Federal Express to, the address set forth below,
unless such address is changed by notice to the other party hereto (which notice
shall be deemed delivered in the case of the Company if a new principal place of
business is disclosed in the Company’s SEC filings):

     

    if to the Company:

     

    Apricus Biosciences,
Inc.

    6330 Nancy Ridge
Road

    San Diego, California 92121

    Attention: President

    


     

    if to the Holder: As set forth in the
Warrant register of the Company.

     

    The Company or the Holder by
notice to the other party
may designate additional or different addresses as shall be furnished in writing
by such party.  Notwithstanding the foregoing, notices of exercise and
communications relating to the exercise of this Warrant shall be tendered solely
to the Warrant Agent and not to the
Company.

     

    10.          Warrant Agent. 
Wells Fargo Shareowner Services shall serve as Warrant Agent pursuant to the
Warrant Agent Agreement.  Upon 30 days’ notice to the Holder, the Company
may appoint a new Warrant Agent.  Any corporation into which the Warrant
Agent or any new warrant agent may be merged or any corporation resulting from
any consolidation to which Warrant Agent or any new warrant agent shall be a
party or any corporation to which Warrant Agent or any new warrant agent
transfers substantially all of its corporate trust or stockholder services
business shall be a successor Warrant Agent under this Warrant without any
further act.  Any such successor warrant agent shall promptly cause notice
of its succession as Warrant Agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
register.

     

    11.          Amendment.  The
provisions of this Warrant may not be amended, modified or changed except by an
instrument in writing signed by each of the Company and the Holder.

     

    12.          Successors;
Assign.  All the covenants and provisions of this Warrant by or
for the benefit of the Company or the Holder shall be binding upon and shall
inure to the benefit of their respective permitted successors and assigns
hereunder.

     

    13.          Governing
Law.  The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of California, as applied to
contracts made and performed within such State, without regard to principles of
conflicts of law.

     

    14.          Beneficiaries.  The
provisions hereof have been and are made solely for the benefit of the Company
and the Holder, and their respective successors and assigns, and no other person
shall acquire or have any right hereunder or by virtue hereof.

     

    15.          Miscellaneous.  The
headings in this Warrant are for convenience only and shall not limit or
otherwise affect the meaning hereof.  If any term, provision, covenant
or restriction of this Warrant is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties shall use their best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such which may be hereafter declared invalid, illegal, void or
unenforceable.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    16.          Integration.  This
Warrant is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Warrant supersedes all prior agreements and understandings between the parties
with respect to such subject matter. Notwithstanding the foregoing, this Warrant
is subject to the terms and conditions of any warrant agent agreement between
the Company and the Warrant Agent, a copy of which will be available as an
exhibit in the filings that the Company makes with the Securities and Exchange
Commission or by request to the Company at the address set forth in Section
9.

     

    17.          Force
Majeure.  Notwithstanding anything to the contrary contained
herein, the Company and the Warrant Agent shall not be liable for any delays or
failures in performance resulting from acts beyond their reasonable control
including, without limitation, acts of God, terrorist acts, shortage of supply,
breakdowns or malfunctions, interruptions or malfunction of computer facilities,
or loss of data due to power failures or mechanical difficulties with
information storage or retrieval systems, labor difficulties, war, or civil
unrest.

     

    18.          Further
Action.  The Company agrees to take such further action and to
deliver or cause to be delivered to each other after the date hereof such
additional agreements or instruments as any of them may reasonably request for
the purpose of carrying out this Warrant and the agreements and transactions
contemplated hereby and thereby.

     

     [Signature
Page Follows]

     

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	 	 
      	 
	 
      	 	 
      	 
	
                              Countersigned
      by:

                               

                               

                            	 	 
      	 
	
                              WELLS FARGO SHAREOWNER
      SERVICES

                            	 	
                              APRICUS BIOSCIENCES,
      INC.

                            	 
	
                              as Warrant Agent

                               

                            	 	 
      	 
	
                              By:

                            	  
        	 	
                              By:

                            	 
      	 
	
                              Name:

                            	  
        	 	
                              Name:

                            	 
          	 
	
                              Title:

                            	  
        	 	
                              Title:

                            	  
        	 
	 
      	 	 
      	 
      	 
	 
      	 	 
      	 
      	 


                    

                  

                

              

            

          

        

      

    

    SIGNATURE PAGE TO APRICUS BIOSCIENCES,
INC. WARRANT

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A-1

     

    EXERCISE NOTICE

     

    FOR HOLDERS

    HOLDING WARRANTS THROUGH THE DEPOSITORY
TRUST COMPANY

     

    Warrant CUSIP No. 03832V
117

    Common Stock CUSIP No. 03832V
109

    TO BE COMPLETED BY DIRECT
PARTICIPANT

    IN THE DEPOSITORY TRUST
COMPANY

    (To be executed upon exercise of the
Warrant(s))

     

    The undersigned hereby irrevocably
elects to exercise the right, represented by a Global Warrant Certificate (or
book-entry) held for its benefit through The
Depository Trust Company
(the "Depository"), to purchase ___________________ shares of Common Stock of Apricus
Biosciences, Inc. and
(check one or
both):

     

    
      
        	
              	
                q

              	
                herewith tenders in payment for
      such shares an amount of $__________________ by certified or official bank
      check made payable to the order of Apricus Biosciences, Inc. or by wire transfer in
      immediately available funds to an account arranged with Apricus Biosciences,
      Inc.;
      and/or

              


      

    

     

    
      
        
          
            	
                  	
                    q

                  	
                    herewith tenders the
      Warrant(s)
      for                
      shares of Common Stock pursuant to the
      cashless exercise provision of Section 1(c) of the
      Warrant.

                  


          

        

      

    

     

    Please check below if this exercise is
contingent upon the consummation of a Fundamental Transaction as provided in
Section 8 of the Warrant:

     

    
      
        	
              	
                q

              	
                This exercise is being made in connection
      with a Fundamental Transaction; provided, that in the event the Fundamental
      Transaction shall not be consummated, then this exercise shall be deemed
      to be revoked.

              


      

    

     

    The undersigned requests that the shares
of Common Stock issuable
upon exercise of the Warrant(s) be in registered form in the authorized
denominations, registered in such names and delivered, all as specified in
accordance with the instructions set forth below; provided, that if the shares
of Common Stock are evidenced by global securities, the
shares of Common Stock shall be registered in the name of the Depository or its
nominee.

     

    Dated:                         , 20         

    


    THIS EXERCISE NOTICE MUST BE DELIVERED
TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION
DATE.  ALL
CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS AS
SIGNED TO THEM IN THE WARRANT.

     

     

    Name of any person who solicited
exercise of the Warrant(s): ____________________________

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


     

    


    NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Account Name:

                              	 
      
	 
      	
                                (Please
    Print)

                              
	 	 
	
                                Address:

                              	 
      
	 	 
	 
      	 
      
	
                                Contact
    Name:

                              	 
      
	
                                Telephone:

                              	 
      
	
                                Email:

                              	
                                  

                              
	
                                Fax:

                              	
                                  

                              
	
                                Soc. Security No./ID
      No.

                              	
                                     
      

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    Account from which Warrant(s) are Being
Delivered:                                                                                                                              

     

    Depository Account Number:                                                                                                              
                                          


    


     

    Account to which the
Shares of Common Stock are to be Credited:                                                                                                        

     

    Depository Account
Number:                                                                                                                                                        
                                                                  

     

    
 

    
      
        	
                FILL
      IN FOR WARRANT HOLDER
      DELIVERING
      WARRANT(S), IF
      OTHER
      THAN THE
      DIRECT
      PARTICIPANT:

                 

              	
                FILL
      IN FOR DELIVERY
      OF THE
      COMMON
      STOCK, IF OTHER
      THAN TO
      THE PERSON
      DELIVERING THIS WARRANT EXERCISE
      NOTICE:

              
	
                Acct. Name:

              	 
      	 
      	
                Acct. Name:

              	 
      	 
      
	 
      	 
      	 
      	
                 
      

              	 
      	 
      
	
                Contact
    Name:

              	 
      	 
      	
                Contact
    Name:

              	 
      	 
      
	
                Address:

              	 
      	 
      	
                Address:

              	 
      	 
      
	
                 
      

              	 
      	 
      	 
      	 
      	 
      
	
                Telephone:

              	 
      	 
      	
                Telephone:

              	 
      	 
      
	
                Email:

              	 
      	 
      	
                Email:

              	 
      	 
      
	
                Fax:

              	 
      	 
      	
                Fax:

              	 
      	 
      
	
                Soc Security No/ID
      No.

              	 
      	 
      	
                Soc. Security No./ID
      No.

              	 
      	 
      


      

    

     

    


     

    Signature:______________________________________________________________

     

    Name:_________________________________________________________________

     

    Capacity in which Signing:
_________________________________________________

     

    Signature Guaranteed
By: _________________________________________________

     

    Signatures must be guaranteed by a
participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature
Program.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A-2

     

    EXERCISE NOTICE

     

     

    FOR HOLDERS

     

    HOLDING BOOK-ENTRY
WARRANTS

    OTHER THAN THROUGH THE DEPOSITORY TRUST
COMPANY

    


    Warrant CUSIP No. 03832V
117

    Common Stock CUSIP No. 03832V
109

    (To be executed upon exercise of the
Warrant(s))

    


    The undersigned hereby irrevocably
elects to exercise the right, represented by the Book-Entry Warrant(s), to
purchase shares of Common Stock of Apricus Biosciences, Inc. and (check one or
both):

     

    
      	
            	
              q

            	
              herewith tenders in payment
      for                                 shares of Common Stock an amount of $                                        
      by certified or official
      bank check made
      payable to the order of Apricus Biosciences, Inc. or by wire transfer in
      immediately available funds to an account arranged with Apricus
      Biosciences, Inc.; and/or

            


    

     

    
      
        	
              	
                q

              	
                herewith tenders the Warrant(s)
      for                                 shares of Common Stock pursuant to the
      cashless exercise provision of Section 1(c) of the
      Warrant.

              


      

    

     

    Please check below if this exercise is
contingent upon the consummation of a Fundamental Transaction as provided in
Section 8 of the
Warrant:

     

    
      
        	
              	
                q

              	
                This exercise is being made in
      connection with a Fundamental Transaction; provided, that in the event the Fundamental
      Transaction shall not
      be consummated, then this exercise shall be deemed to be
      revoked.

              


      

    

     

    The undersigned requests that a
statement representing the
shares of Common Stock issued upon exercise of the Warrant(s) be delivered in
accordance with the instructions set forth below.

     

    Dated:  ____________ __,
20___

     

    


    THIS EXERCISE NOTICE MUST BE DELIVERED
TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.  ALL CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED
HEREIN SHALL HAVE THE MEANINGS AS SIGNED TO THEM IN THE
WARRANT.

     

    


     

    Name of any person who solicited
exercise of the Warrant(s): ____________________________

    


     

    THE UNDERSIGNED REQUESTS THAT A
STATEMENT REPRESENTING THE
SHARES OF COMMON STOCK BE DELIVERED AS FOLLOWS:

     

    
      
        
          
            
              
                
                  
                    	
                            Name:

                          	 
      
	 
      	
                            (Please
    Print)

                          
	 
      	 
      
	
                            Address:

                          	  
      
	 
      	 
      
	 
      	 
      
	
                            Telephone:

                          	 
      
	 	 
	
                            Fax:

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Social Security Number or Other Taxpayer
Identification Number (if applicable): __________________________

     

    IF SAID NUMBER OF SHARES SHALL NOT BE ALL THE SHARES PURCHASABLE UNDER THE WARRANT(S), THE UNDERSIGNED
REQUESTS THAT NEW BOOK-ENTRY WARRANT(S) REPRESENTING THE BALANCE OF SUCH
WARRANT(S) SHALL BE REGISTERED AS FOLLOWS:

    
       

      
        
          
            
              
                
                  
                    
                      	
                              Name:

                            	 
      
	 
      	
                              (Please
    Print)

                            
	 
      	 
      
	
                              Address:

                            	  
      
	 
      	 
      
	 
      	 
      
	
                              Telephone:

                            	 
      
	 	 
	
                              Fax:

                            	 
      


                    

                  

                

              

            

          

        

      

       
Social Security Number or Other Taxpayer
Identification Number (if
applicable):  _______________________

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Signature:

                                	
                                    

                                	 
      	 
	 
      	 	 
	
                                  Name:

                                	
                                    

                                	 
      	 
	 
      	 	 
	
                                  Capacity in which
      Signing:

                                	 
      	 
	 
      	 	 
	
                                  SIGNATURE GUARANTEED
      BY:

                                	 
       	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    Signatures must be guaranteed by
a participant in the
Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature
Program.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    EXHIBIT B

     

    ASSIGNMENT FORM

     

    (To assign the foregoing warrant,
execute this form and supply required information. Do not use
this form to exercise the warrant.)

     

    FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned
to

    


    whose address is

    Dated:
              
     ,

     

    
      
        
          
            
              	 
      	 
      	 
      
	
                      Holder’s
Signature:

                    	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      Holder’s Address:

                    	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	
                      Signature Guaranteed:

                    	  
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


            

          

        

      

    

    NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the
Warrant, without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank or
trust company. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.

     

     

    
      
        
        

      

      
        12