UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2013
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| Apricus Biosciences, Inc. |
| (Exact name of registrant as specified in its charter) |
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| Nevada | 0-22245 | 87-0449967 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 11975 El Camino Real, Suite 300, San Diego, CA | 92130 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (858) 222-8041
(Former name or former address, if changed, since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
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| Item 1.01 | Entry into a Material Definitive Agreement.
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On November 13, 2013, Apricus Biosciences, Inc. (the “Company”) entered into an exclusive license agreement with Laboratoires Majorelle (“Majorelle”), whereby the Company granted Majorelle exclusive rights to market the Company’s Vitaros® drug for the treatment of erectile dysfunction in France, Monaco and certain African countries.
Pursuant to the agreement, the Company is eligible to receive up to approximately $25 million in license fees. Such license fees include up to $4 million in upfront and regulatory milestone payments and up to approximately $21 million in sales milestones, as well as double-digit tiered royalties based on Majorelle’s net sales of the product in the territory. Majorelle has also agreed to minimum marketing commitments for Vitaros®, which includes a commitment to expand the size of its existing sales force in France.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Apricus Biosciences, Inc. |
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| Date: November 13, 2013 | By: | /s/ Steve Martin | |
| | | Name: Steve Martin | |
| | | Title: Senior Vice President, Chief Financial Officer & Secretary
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